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 Exhibit 10.33 

Execution Version 
  

 

2-YEAR TERM LOAN AGREEMENT 

AMONG 
 AMERICAN TOWER
CORPORATION, 
 AS BORROWER; 

JPMORGAN CHASE BANK, N.A. 

AS ADMINISTRATIVE AGENT FOR THE LENDERS; 

AND 
 THE FINANCIAL
INSTITUTIONS PARTIES HERETO; 
 AND WITH 

JPMORGAN CHASE BANK, N.A. 

TD SECURITIES (USA), LLC, 

MIZUHO BANK, LTD., 

BARCLAYS BANK PLC, 
 BOFA
SECURITIES, INC., 
 CITIBANK, N.A., 

RBC CAPITAL MARKETS1 

and 
 MORGAN STANLEY MUFG
LOAN PARTNERS, LLC 
 AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS; 

TD SECURITIES (USA), LLC and 

MIZUHO BANK, LTD. 
 AS
SYNDICATION AGENTS; 
 AND 

BARCLAYS BANK PLC, 
 BOFA
SECURITIES, INC., 
 CITIBANK, N.A., 

RBC CAPITAL MARKETS 
 and

 MORGAN STANLEY MUFG LOAN PARTNERS, LLC, 

AS DOCUMENTATION AGENTS. 

Dated as of December 8, 2021 
  

 
  

	1 	 A brand name for the capital markets businesses of ROYAL BANK OF CANADA and its affiliates.















 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
		
	 ARTICLE 1 - DEFINITIONS
	  	 	1	 
	 Section 1.1
	  	Definitions	  	 	1	 
	 Section 1.2
	  	Interpretation	  	 	22	 
	 Section 1.3
	  	Cross References	  	 	22	 
	 Section 1.4
	  	Accounting Provisions	  	 	22	 
	 Section 1.5
	  	Divisions	  	 	23	 
	 Section 1.6
	  	LIBOR Notification	  	 	23	 
		
	 ARTICLE 2 - LOANS
	  	 	24	 
	 Section 2.1
	  	The Term Loans	  	 	24	 
	 Section 2.2
	  	Manner of Advance and Disbursement	  	 	24	 
	 Section 2.3
	  	Interest	  	 	28	 
	 Section 2.4
	  	Fees	  	 	29	 
	 Section 2.5
	  	Commitment Termination and Reductions	  	 	29	 
	 Section 2.6
	  	Prepayments and Repayments	  	 	30	 
	 Section 2.7
	  	Notes; Loan Accounts	  	 	31	 
	 Section 2.8
	  	Manner of Payment	  	 	31	 
	 Section 2.9
	  	Reimbursement	  	 	32	 
	 Section 2.10
	  	Pro Rata Treatment	  	 	33	 
	 Section 2.11
	  	Capital Adequacy	  	 	33	 
	 Section 2.12
	  	Lender Tax Forms	  	 	34	 
	 Section 2.13
	  	[Reserved]	  	 	36	 
	 Section 2.14
	  	Defaulting Lender	  	 	36	 
		
	 ARTICLE 3 - CONDITIONS PRECEDENT
	  	 	36	 
	 Section 3.1
	  	Conditions Precedent to Effectiveness of this Agreement	  	 	36	 
	 Section 3.2
	  	Conditions Precedent to Funding	  	 	37	 
		
	 ARTICLE 4 - REPRESENTATIONS AND WARRANTIES
	  	 	39	 
	 Section 4.1
	  	Representations and Warranties	  	 	39	 
	 Section 4.2
	  	Survival of Representations and Warranties, Etc	  	 	42	 
		
	 ARTICLE 5 - GENERAL COVENANTS
	  	 	42	 
	 Section 5.1
	  	Preservation of Existence and Similar Matters	  	 	42	 
	 Section 5.2
	  	Compliance with Applicable Law	  	 	42	 
	 Section 5.3
	  	Maintenance of Properties	  	 	43	 
	 Section 5.4
	  	Accounting Methods and Financial Records	  	 	43	 
	 Section 5.5
	  	Insurance	  	 	43	 
	 Section 5.6
	  	Payment of Taxes and Claims	  	 	43	 
	 Section 5.7
	  	Visits and Inspections	  	 	43	 
	 Section 5.8
	  	Use of Proceeds	  	 	43	 
	 Section 5.9
	  	Maintenance of REIT Status	  	 	44	 
	 Section 5.10
	  	Senior Credit Facilities	  	 	44	 


  
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 Table of Contents (continued) 

Page 
  

							
	 ARTICLE 6 - INFORMATION COVENANTS
	  	 	44	 
	 Section 6.1
	  	Quarterly Financial Statements and Information	  	 	44	 
	 Section 6.2
	  	Annual Financial Statements and Information	  	 	45	 
	 Section 6.3
	  	Performance Certificates	  	 	45	 
	 Section 6.4
	  	Copies of Other Reports	  	 	46	 
	 Section 6.5
	  	Notice of Litigation and Other Matters	  	 	46	 
	 Section 6.6
	  	Certain Electronic Delivery; Public Information	  	 	47	 
	 Section 6.7
	  	Know Your Customer Information	  	 	48	 
	 Section 6.8
	  	Additional Requested Information	  	 	48	 
		
	 ARTICLE 7 - NEGATIVE COVENANTS
	  	 	48	 
	 Section 7.1
	  	Indebtedness; Guaranties of the Borrower and its Subsidiaries	  	 	48	 
	 Section 7.2
	  	Limitation on Liens	  	 	50	 
	 Section 7.3
	  	Liquidation, Merger or Disposition of Assets	  	 	50	 
	 Section 7.4
	  	Restricted Payments	  	 	51	 
	 Section 7.5
	  	Senior Secured Leverage Ratio	  	 	51	 
	 Section 7.6
	  	Total Borrower Leverage Ratio	  	 	51	 
	 Section 7.7
	  	[Reserved]	  	 	52	 
	 Section 7.8
	  	Affiliate Transactions	  	 	52	 
	 Section 7.9
	  	Restrictive Agreements	  	 	52	 
	 Section 7.10
	  	Use of Proceeds	  	 	53	 
		
	 ARTICLE 8 - DEFAULT
	  	 	53	 
	 Section 8.1
	  	Events of Default	  	 	53	 
	 Section 8.2
	  	Remedies	  	 	56	 
	 Section 8.3
	  	Payments Subsequent to Declaration of Event of Default	  	 	56	 
		
	 ARTICLE 9 - THE ADMINISTRATIVE AGENT
	  	 	57	 
	 Section 9.1
	  	Appointment and Authorization	  	 	57	 
	 Section 9.2
	  	Rights as a Lender	  	 	57	 
	 Section 9.3
	  	Exculpatory Provisions	  	 	57	 
	 Section 9.4
	  	Reliance by Administrative Agent; Delegation	  	 	58	 
	 Section 9.5
	  	Resignation of Administrative Agent	  	 	59	 
	 Section 9.6
	  	Non-Reliance on Administrative Agent and Other Lenders	  	 	60	 
	 Section 9.7
	  	Indemnification	  	 	61	 
	 Section 9.8
	  	No Responsibilities of the Agents	  	 	61	 
	 Section 9.9
	  	Administrative Agent May File Proofs of Claim	  	 	61	 
	 Section 9.10
	  	Lender ERISA Matters	  	 	62	 
	 Section 9.11
	  	Erroneous Payments.	  	 	63	 
		
	 ARTICLE 10 - CHANGES IN CIRCUMSTANCES AFFECTING EUROCURRENCY LOANS AND INCREASED
COSTS
	  	 	64	 
	 Section 10.1
	  	Alternate Rate of Interest	  	 	64	 


  
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 Table of Contents (continued) 

Page 
  

							
	 Section 10.2
	  	Illegality	  	 	71	 
	 Section 10.3
	  	Increased Costs and Additional Amounts	  	 	72	 
	 Section 10.4
	  	[Reserved]	  	 	74	 
	 Section 10.5
	  	Claims for Increased Costs and Taxes; Replacement Lenders	  	 	74	 
		
	 ARTICLE 11 - MISCELLANEOUS
	  	 	75	 
	 Section 11.1
	  	Notices	  	 	75	 
	 Section 11.2
	  	Expenses	  	 	77	 
	 Section 11.3
	  	Waivers	  	 	77	 
	 Section 11.4
	  	Assignment and Participation	  	 	78	 
	 Section 11.5
	  	Indemnity	  	 	82	 
	 Section 11.6
	  	Counterparts	  	 	83	 
	 Section 11.7
	  	Governing Law; Jurisdiction	  	 	83	 
	 Section 11.8
	  	Severability	  	 	84	 
	 Section 11.9
	  	Interest	  	 	84	 
	 Section 11.10
	  	Table of Contents and Headings	  	 	85	 
	 Section 11.11
	  	Amendment and Waiver	  	 	85	 
	 Section 11.12
	  	Entire Agreement	  	 	86	 
	 Section 11.13
	  	Other Relationships; No Fiduciary Relationships	  	 	86	 
	 Section 11.14
	  	Directly or Indirectly	  	 	87	 
	 Section 11.15
	  	Reliance on and Survival of Various Provisions	  	 	87	 
	 Section 11.16
	  	Senior Debt	  	 	87	 
	 Section 11.17
	  	Obligations	  	 	87	 
	 Section 11.18
	  	Confidentiality	  	 	88	 
	 Section 11.19
	  	USA PATRIOT ACT Notice	  	 	88	 
	 Section 11.20
	  	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	  	 	88	 
	 Section 11.21
	  	Right of Set-off	  	 	89	 
		
	 ARTICLE 12 - WAIVER OF JURY TRIAL
	  	 	89	 
	 Section 12.1
	  	Waiver of Jury Trial	  	 	89	 


  
 (iii) 













 SCHEDULES 
  

			
	Schedule 1	  	Commitments
	Schedule 2	  	Existing ABS Facilities
	Schedule 3	  	Subsidiaries on the Effective Date
	Schedule 4	  	Administrative Agent’s Office, Certain Notice Addresses

 EXHIBITS 
  

			
	Exhibit A	  	Form of Committed Loan Notice
	Exhibit B	  	Form of Notice of Loan Prepayment
	Exhibit C	  	Form of Note
	Exhibit D	  	Form of Loan Certificate
	Exhibit E	  	Form of Performance Certificate
	Exhibit F	  	Form of Assignment and Assumption


  
 (iv) 













 2-YEAR TERM LOAN AGREEMENT 

This 2-Year Term Loan Agreement is made as of December 8, 2021, by and among AMERICAN TOWER CORPORATION, a Delaware corporation, as
Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the financial institutions parties hereto (together with any permitted successors and assigns of the foregoing). 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the
parties hereto, the parties hereby agree as follows: 
 ARTICLE 1 - DEFINITIONS 

Section 1.1 Definitions. For the purposes of this Agreement: 

“364-Day Term Loan Agreement” shall have the meaning ascribed thereto in the
definition of “Effective Date Credit Agreements”. 
 “ABS Facility” shall mean one or more secured loans,
borrowings or facilities that may be included in a commercial real estate securitization transaction. 
 “Acquisition”
shall mean (whether by purchase, lease, exchange, issuance of stock or other equity or debt securities, merger, reorganization or any other method) (i) any acquisition by the Borrower or any of its Subsidiaries of any Person that is not a
Subsidiary of the Borrower, which Person shall then become consolidated with the Borrower or such Subsidiary in accordance with GAAP; (ii) any acquisition by the Borrower or any of its Subsidiaries of all or any substantial part of the assets
of any Person that is not a Subsidiary of the Borrower; (iii) any acquisition by the Borrower or any of its Subsidiaries of any business (or related contracts) primarily engaged in the tower, tower management or related businesses; or
(iv) any acquisition by the Borrower or any of its Subsidiaries of any communications towers or communications tower sites. 

“Adjusted EBITDA” shall mean, for the twelve (12) month period preceding the calculation date, for any Person, the sum
of (a) Net Income, plus (b) to the extent deducted in determining Net Income, the sum, without duplication, of such Person’s (i) Interest Expense, (ii) income tax expense, including, without limitation, taxes paid or accrued
based on income, profits or capital, including state, franchise and similar taxes and foreign withholding taxes, (iii) depreciation and amortization (including, without limitation, amortization of goodwill and other intangible assets), (iv)
extraordinary losses and non-recurring non-cash charges and expenses, (v) all other non-cash charges, expenses and interest
(including, without limitation, any non-cash losses in respect of Hedge Agreements, non-cash impairment charges, non-cash
valuation charges for stock option grants or vesting of restricted stock awards or any other non-cash compensation charges, and losses from the early extinguishment of Indebtedness), (vi) non-recurring integration costs and expenses resulting from operational changes and improvements (including, without limitation, severance costs and business optimization expenses) and (vii)


  
 2-Year Term Loan 













 
non-recurring charges and expenses, restructuring charges, transaction expenses (including, without limitation, transaction expenses incurred in connection
with any merger or acquisition) and underwriters’ fees, and severance and retention payments in connection with any merger or acquisition, in each case for such period, less extraordinary gains and cash payments (not otherwise deducted
in determining Net Income) made during such period with respect to non-cash charges that were added back in a prior period; provided, however, (A) with respect to any Person that became a
Subsidiary of the Borrower, or was merged with or consolidated into the Borrower or any of its Subsidiaries, during such period, or any acquisition by the Borrower or any of its Subsidiaries of the assets of any Person during such period,
“Adjusted EBITDA” shall, at the option of the Borrower in respect of any or all of the foregoing, also include the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such
acquisition, merger or consolidation, including any concurrent transaction entered into by such Person or with respect to such assets as part of such acquisition, merger or consolidation, had occurred on the first day of such period and
(B) with respect to any Person that has ceased to be a Subsidiary of the Borrower during such period, or any material assets of the Borrower or any of its Subsidiaries sold or otherwise disposed of by the Borrower or any of its Subsidiaries
during such period, “Adjusted EBITDA” shall exclude the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such sale or disposition of such Subsidiary or such assets had occurred on the
first day of such period. 
 “Adjusted LIBO Rate” means, with respect to any Eurocurrency Rate Loan for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 

“Administrative Agent” shall mean JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders, or any
successor Administrative Agent appointed pursuant to Section 9.5 hereof. 
 “Administrative Agent’s Office” shall
mean the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 4, or such other address or account as may be designated pursuant to the provisions of Section 11.1 hereof. 

“Advance” shall mean, initially, the borrowing consisting of simultaneous Loans by the Lenders. After the Loans are
outstanding, “Advance” shall mean the aggregate amounts advanced by the Lenders to the Borrower pursuant to Article 2 hereof and having the same Interest Rate Basis and Interest Period; and “Advances” shall mean
more than one Advance. 
 “Affected Financial Institution” shall mean (a) any EEA Financial Institution, or
(b) any UK Financial Institution. 
 “Affected Lender” shall have the meaning ascribed thereto in Section 10.5
hereof. 
 “Affiliate” shall mean, with respect to a Person, any other Person directly or indirectly controlling,
controlled by, or under common control with, such first Person. For purposes of this definition, “control,” when used with respect to any Person, shall mean the power to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise. 

  
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 “Agreement” shall mean this 2-Year
Term Loan Agreement, as amended, supplemented, restated or otherwise modified in writing from time to time. 
 “Anti-Corruption
Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to money laundering, bribery or corruption. 

“Applicable Debt Rating” shall mean the highest Debt Rating received from any of S&P, Moody’s and Fitch; provided
that if the lowest Debt Rating received from any such rating agency is two or more rating levels below the highest Debt Rating received from any such rating agency, the Applicable Debt Rating shall be the level that is one level below the highest of
such Debt Ratings; provided, however, that if two ratings are at the same highest level, the Applicable Debt Rating shall be the highest level. 

“Applicable Law” shall mean, in respect of any Person, all provisions of constitutions, statutes, treaties, rules,
regulations and orders of governmental bodies or regulatory agencies applicable to such Person, including, without limiting the foregoing, the Licenses, the Communications Act, zoning ordinances and all environmental laws, and all orders, decisions,
judgments and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it is bound. 

“Applicable Margin” shall mean the interest rate margin determined in accordance with Section 2.3(f) hereof. 

“Approved Fund” shall mean 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. 
 “Assignment and Assumption”
shall mean an Assignment and Assumption agreement substantially in the form of Exhibit F attached hereto. 
 “Attributable
Debt” in respect of any Sale and Leaseback Transaction shall mean, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and
Leaseback Transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended). Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such
transaction, determined in accordance with GAAP. 
 “Authorized Signatory” shall mean such senior personnel of a Person as
may be duly authorized and designated in writing by such Person to execute documents, agreements and instruments on behalf of such Person. 

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

  
 -3- 













 “Bail-In Legislation” shall mean,
(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, rule, 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). 
 “Base Rate” shall mean for any day a fluctuating rate of interest per annum equal to the
highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate in effect on such day and (c) the Adjusted LIBO Rate for a one month Interest Period on such date (or if such day is not a Business Day the immediately preceding
Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated
Rate) at approximately 11:00 a.m. London time on such day. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime
Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 10.1 (for the avoidance of doubt, only until the Benchmark Replacement has been determined
pursuant to Section 10.1(b)), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to
the foregoing would be less than 1.0%, such rate shall be deemed to be 1.0% for purposes of this Agreement. 
 “Base Rate
Basis” shall mean a simple interest rate equal to (i) the Base Rate plus (ii) the Base Rate Applicable Margin. The Base Rate Basis shall be adjusted automatically as of the opening of business on the effective date of each
change in the Base Rate to account for such change, and shall also be adjusted to reflect changes of the Base Rate Applicable Margin. 

“Base Rate Loan” shall mean a Loan that bears interest based on the Base Rate. 

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership or control as required by the
Beneficial Ownership Regulation. 
 “Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230. 

“Benefit Plan” shall mean 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”. 
 “Borrower”
shall mean American Tower Corporation, a Delaware corporation. 
 “Borrower Materials” shall have the meaning ascribed
thereto in Section 6.6 hereof. 

  
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 “Bridge Commitment Letter” shall mean the commitment letter with respect to
the bridge facility dated November 14, 2021 between the Company and JPMorgan Chase Bank, N.A. 
 “Bridge Facility”
shall mean shall mean the senior unsecured bridge facility of the Borrower in an aggregate principal amount of up to $10.5 billion described in the Bridge Commitment Letter. 

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Rate Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the
London interbank market. 
 “Buyer” shall mean American Tower Investments LLC, a California limited liability company and a
wholly-owned Subsidiary of the Borrower. 
 “Capitalized Lease Obligation” shall mean that portion of any obligation of a
Person as lessee under a lease which at the time would be required to be capitalized on the balance sheet of such lessee in accordance with GAAP. 

“Cash Equivalents” shall mean ‘cash equivalents’ as defined under and determined in accordance with generally
accepted accounting principles. 
 “Change of Control” shall mean (a) the acquisition, directly or indirectly, by any
Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) of more than fifty percent (50%) of the voting power of the voting stock of either the Borrower (if the Borrower is not a Subsidiary of any Person) or of the
ultimate parent entity of which the Borrower is a Subsidiary (if the Borrower is a Subsidiary of any Person), as the case may be, by way of merger or consolidation or otherwise, or (b) a change shall occur in a majority of the members of the
Borrower’s board of directors (including the Chairman and President) within a year-long period such that such majority shall no longer consist of Continuing Directors. 

“Closing Date” shall mean each date when all of the conditions set forth in Section 3.2 shall have been satisfied or
waived. 
 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 

“Commitments” shall mean the Term Loan Commitments. 

“Commitment Termination Date” means the earliest to occur of (i) the consummation of the Specified Merger without the
funding of the Term Loans, (ii) the termination in accordance with the terms of the Specified Merger Agreement or the public announcement by the Borrower of the abandonment of the Specified Merger and (iii) 11:59 p.m., New York City time, on
May 13, 2022. 
 “Committed Loan Notice” shall mean a notice of (a) the Borrower requesting the Advance to be
made under Section 2.1, or (b) a Continuation of Eurocurrency Rate Loans hereunder, which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an
electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

  
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 “Communications Act” shall mean the Communications Act of 1934, and any
similar or successor Federal statute, and the rules and regulations of the FCC or other similar or successor agency thereunder, all as the same may be in effect from time to time. 

“Consolidated Total Assets” shall mean as of any date the total assets of the Borrower and its Subsidiaries on a consolidated
basis shown on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date and determined in accordance with GAAP. 

“Continue”, “Continuation”, “Continuing” and “Continued” shall mean the
continuation pursuant to Article 2 hereof of a Eurocurrency Rate Loan as a Eurocurrency Rate Loan from one Interest Period to a different Interest Period. 

“Continuing Director” shall mean a director who either (a) was a member of the Borrower’s board of directors on the
date of this Agreement, (b) becomes a member of the Borrower’s board of directors subsequent to the date of this Agreement and whose appointment, election or nomination for election by the Borrower’s stockholders is duly approved by a
majority of the directors referred to in clause (a) above constituting at the time of such appointment, election or nomination at least a majority of that board, or (c) becomes a member of the Borrower’s board of directors subsequent
to the date of this Agreement and whose appointment, election or nomination for election by the Borrower’s stockholders is duly approved by a majority of the directors referred to in clauses (a) and (b) above constituting at the time of
such appointment, election or nomination at least a majority of that board. 
 “Convert”, “Conversion” and
“Converted” shall mean a conversion pursuant to Article 2 hereof of a Eurocurrency Rate Loan into a Base Rate Loan or of a Base Rate Loan into a Eurocurrency Rate Loan, as applicable. 

“Debt Rating” shall mean, as of any date, the senior unsecured debt rating of the Borrower that has been most recently
announced by S&P, Moody’s or Fitch, as the case may be. 
 “Debtor Relief Laws” shall mean Title 11 of the United
States Code, 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” shall mean any Event of Default, and any of the events specified in
Section 8.1 hereof, regardless of whether there shall have occurred any passage of time or giving of notice, or both, that would be necessary in order to constitute such event an Event of Default. 

“Default Rate” shall mean a simple per annum interest rate equal to the sum of (a) the then applicable Interest Rate
Basis (including the Applicable Margin), and (b) two percent (2.0%). 

  
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 “Defaulting Lender” shall mean, subject to Section 2.14, any Lender
that, as determined by the Administrative Agent, has, or has a direct or indirect parent company that has, (i) become the subject of a voluntary proceeding under any bankruptcy or other debtor relief law or has become the subject of a Bail-In Action, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian
appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any voluntary or involuntary proceeding under any bankruptcy or other debtor relief law or any such appointment;
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 (i) through (iii) above
shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.14) upon delivery of written notice of such determination to the Borrower and each Lender. 

“Designated Person” shall mean a person or entity (a) listed in the annex to, or otherwise subject to the provisions of,
any Executive Order (as defined in the definition of “Sanctions Laws and Regulations”), (b) named as a “Specifically Designated National and Blocked Person” on the most current list published by the U.S. Department of the
Treasury Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of such list (the “SDN List”), (c) any Person listed in any Sanctions-related list of designated
Persons maintained by the United Nations Security Council, the European Union, the United Kingdom or any EU member state, (d) any Person located, organized or resident in a Sanctioned Country or (e) in which an entity or person on the SDN
List (or any combination of such entities or persons) has 50% or greater direct or indirect ownership interest or that is otherwise controlled, directly or indirectly, by an entity or person on the SDN List (or any combination of such entities or
persons). 
 “dollars” or “$” refers to lawful money of the United States of America. 

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member
Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial
institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

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

“EEA Resolution Authority” shall mean 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. 

  
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 “Effective Date” shall mean the date when all of the conditions set forth
in Section 3.1 shall have been satisfied or waived. 
 “Effective Date Credit Agreements” shall mean (i) the
Third Amended and Restated Multicurrency Revolving Credit Agreement dated as of the Effective Date, among the Borrower, the subsidiary borrowers, and certain agents and lenders from time to time party thereto, (ii) the Fourth Amended and
Restated Revolving Credit Agreement dated as of the Effective Date, among the Borrower and certain agents and lenders from time to time party thereto, (iii) the 364-Day Term Loan Agreement, dated as of
the Effective Date, among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain agents and lenders from time to time party thereto (the “364-Day Term Loan Agreement”)
and (iv) the Second Amended and Restated Term Loan Agreement, dated as of the Effective Date among the Borrower, Mizuho Bank, Ltd., as administrative agent, and certain agents and lenders from time to time party thereto. 

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as in effect from time to time, and the rules and
regulations promulgated thereunder. 
 “ERISA Affiliate” shall mean any Person, including a Subsidiary or an Affiliate of
the Borrower, that is a member of any group of organizations of which the Borrower is a member and is treated as a single employer with the Borrower under Section 414 of the Code. 

“EU Bail-In Legislation Schedule” shall mean the EU
Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. 

“Eurocurrency Rate Loan” shall mean an Advance bearing interest at a rate determined by reference to the Adjusted LIBO Rate
which the Borrower requests to be made as or Continued as a Eurocurrency Rate Loan in accordance with the provisions of Section 2.2 hereof, and which shall be in a principal amount of at least $5,000,000.00 and in an integral multiple of
$1,000,000.00. 
 “Eurocurrency Reserve Percentage” shall mean the percentage which is in effect from time to time under
Regulation D of the Board of Governors of the Federal Reserve System, as such regulation may be amended from time to time, as the maximum reserve requirement applicable with respect to Eurocurrency Liabilities (as that term is defined in Regulation
D), whether or not any Lender has any such Eurocurrency Liabilities subject to such reserve requirement at that time. 
 “Event of
Default” shall mean any of the events specified in Section 8.1 hereof; provided, however, that any requirement stated therein for notice or lapse of time, or both, has been satisfied. 

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

“Existing ABS Facility” shall mean each mortgage loan facility existing on the Effective Date and listed on Schedule 2. 

  
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 “Existing Credit Agreements” shall mean (i) the Third Amended and
Restated Multicurrency Revolving Credit Agreement dated as of the Effective Date, among the Borrower, the subsidiary borrowers, and certain agents and lenders from time to time party thereto, (ii) the Fourth Amended and Restated Revolving
Credit Agreement dated as of the Effective Date, among the Borrower and certain agents and lenders from time to time party thereto, (iii) the 364-Day Term Loan Agreement, dated as of the Effective Date,
among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain agents and lenders from time to time party thereto; (iv) the 3-Year Term Loan Agreement, dated as of February 10,
2021, as amended, among the Borrower, Bank of America, N.A., as administrative agent, and certain agents and lenders from time to time party thereto; and (v) the Second Amended and Restated Term Loan Agreement, dated as of the Effective Date
among the Borrower, Mizuho Bank, Ltd., as administrative agent, and certain agents and lenders from time to time party thereto. 

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the and any fiscal
or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among governmental authorities and implementing such Sections of the Code. 

“FCC” shall mean the Federal Communications Commission, or any other similar or successor agency of the Federal government
administering the Communications Act. 
 “Federal Funds Effective Rate” means, for any day, the rate calculated by the
NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as
the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. 

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America. 

“Fitch” shall mean Fitch, Inc. (Fitch Ratings), and its successors. 

“Foreign Subsidiary” shall mean a Subsidiary whose place of registration, incorporation, organization or domicile is outside
of the United States of America. 
 “Fund” shall mean 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. 

“Funds From Operations” shall mean net income (computed in accordance with GAAP), excluding gains (or losses) from sales of
property and extraordinary and unusual items, plus depreciation, amortization and dividends declared on preferred stock, and after adjustments for unconsolidated minority interests, on a consolidated basis for the Borrower and its
Subsidiaries. 
 “GAAP” shall mean generally accepted accounting principles in the United States, consistently applied and
as in effect on the date of this Agreement. 

  
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 “Governmental Authority” shall mean the government of the United States or
any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including the Financial Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or the European Central Bank). 

“Granting Lender” shall have the meaning ascribed thereto in Section 11.4(f) hereof. 

“Guaranty”, as applied to an obligation, shall mean and include (a) a guaranty, direct or indirect, in any manner, of
all or any part of such obligation, and (b) any agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such obligation, including, without limiting the foregoing, any reimbursement obligations as to amounts drawn down by beneficiaries of outstanding letters of credit or capital
call requirements; provided, however, that the term “Guaranty” shall only include guarantees of Indebtedness. 

“Hedge Agreements” shall mean, with respect to any Person, any agreements or other arrangements to which such Person is a
party relating to any rate swap transaction, basis swap, forward rate transaction, interest rate cap transaction, interest rate floor transaction, interest rate collar transaction, currency swap transaction, cross-currency rate swap transaction, or
any other similar transaction, including an option to enter into any of the foregoing or any combination of the foregoing. 

“Impacted Interest Period” has the meaning assigned to it in the definition of “LIBO Rate.” 

“Indebtedness” shall mean, with respect to any Person and without duplication: 

(a) indebtedness for money borrowed of such Person and indebtedness of such Person evidenced by notes payable, bonds, debentures or other
similar instruments or drafts accepted representing extensions of credit; 
 (b) all indebtedness of such Person upon which interest charges
are customarily paid (other than trade payables arising in the ordinary course of business, but only if and so long as such accounts are payable on customary trade terms); 

(c) all Capitalized Lease Obligations of such Person; 

(d) all reimbursement obligations of such Person with respect to outstanding letters of credit; 

(e) all indebtedness of such Person issued or assumed as full or partial payment for property or services (other than trade payables arising
in the ordinary course of business, but only if and so long as such accounts are payable on customary trade terms); 

  
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 (f) all net obligations of such Person under Hedge Agreements valued on a marked to market
basis on the date of determination; 
 (g) all direct or indirect obligations of any other Person secured by any Lien to which any property
or asset owned by such Person is subject, but only to the extent of the higher of the fair market value or the book value of the property or asset subject to such Lien (if less than the amount of such obligation), if the obligation secured thereby
shall not have been assumed; and 
 (h) Guaranties by such Person of any of the foregoing of any other Person. 

“Indemnitee” shall have the meaning ascribed thereto in Section 11.5 hereof. 

“Interest Expense” shall mean, for any Person and for any period, all cash interest expense (including imputed interest with
respect to Capitalized Lease Obligations and commitment fees) with respect to any Indebtedness (including, without limitation, the Obligations) and Attributable Debt of such Person during such period pursuant to the terms of such Indebtedness. 

“Interest Period” shall mean in connection with any Eurocurrency Rate Loan, the period commencing on the date such
Eurocurrency Rate Loan is disbursed or continued as a Eurocurrency Rate Loan and ending on the date one, three or six months thereafter (in each case, subject to availability for the interest rate applicable to Dollars), as selected by the Borrower
in accordance with this Agreement. Notwithstanding the foregoing, however, (i) any applicable Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any applicable Interest Period which begins on a day for which there is no numerically corresponding day in the calendar
month during which such Interest Period is to end shall (subject to clause (i) above) end on the last day of such calendar month, and (iii) the Borrower shall not select an Interest Period with respect to any portion of the Loans which
extends beyond the Term Loan Maturity Date or such earlier date as would interfere with the Borrower’s repayment obligations under Section 2.6 hereof. Interest shall be due and payable with respect to any Advance as provided in
Section 2.3 hereof. 
 “Interest Rate Basis” shall mean the Base Rate Basis or the LIBOR Basis, as appropriate. 

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal
places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO
Screen Rate for the longest period for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available) that exceeds
the Impacted Interest Period, in each case, at such time. 

  
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 “Investment” shall mean any investment or loan by the Borrower or any of
its Subsidiaries in or to any Person which Person, after giving effect to such investment or loan, is not consolidated with the Borrower and its Subsidiaries in accordance with GAAP. 

“Joint Lead Arrangers” shall mean JPMorgan Chase Bank, N.A. and each other financial institution identified as a joint lead
arranger on the cover of this Agreement. 
 “known to the Borrower”, “to the knowledge of the Borrower” or
any similar phrase, shall mean known by, or reasonably should have been known by, the executive officers of the Borrower (which shall include, without limitation, the chief executive officer, the chief operating officer, if any, the chief financial
officer and the general counsel of the Borrower). 
 “Lenders” shall mean the Persons whose names appear as
“Lenders” on Schedule 1, any other Person which becomes a “Lender” hereunder after the Effective Date by executing an Assignment and Assumption substantially in the form of Exhibit F attached hereto in
accordance with the provisions hereof; and “Lender” shall mean any one of the foregoing Lenders. 
 “LIBO
Rate” means, with respect to any Eurocurrency Rate Loan for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO
Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated Rate. 

“LIBOR Basis” shall mean a simple interest rate equal to (i) the Adjusted LIBO Rate plus (ii) the Eurocurrency Rate
Loan Applicable Margin. The LIBOR Basis shall apply to Interest Periods of one (1), three (3) or six (6) months and, once determined, shall remain unchanged during the applicable Interest Period, except for changes to reflect adjustments
in the Statutory Reserve Rate and the Applicable Margin as adjusted pursuant to Section 2.3(f) hereof. The LIBOR Basis for any Eurocurrency Rate Loan shall be adjusted as of the effective date of any change in the Statutory Reserve Rate. 

“LIBO Screen Rate” means, for any day and time, with respect to any Eurocurrency Rate Loan for any Interest Period, the
London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars for a period equal in length to such Interest Period as displayed on such day and time on
pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of
such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined would be less than zero, such rate shall be
deemed to be zero for the purposes of this Agreement. 
 “Licenses” shall mean, collectively, any telephone, microwave,
radio transmissions, personal communications or other license, authorization, certificate of compliance, franchise, approval or permit, whether for the construction, the ownership or the operation of any communications tower facilities, granted or
issued by the FCC and held by the Borrower or any of its Subsidiaries. 

  
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 “Lien” shall mean, with respect to any property, any mortgage, lien,
pledge, charge, security interest, title retention agreement or other encumbrance of any kind in respect of such property. 
 “Loan
Documents” shall mean, collectively, this Agreement, the Notes, all fee letters, all Requests for Advance and all other certificates, documents, instruments and agreements executed or delivered by the Borrower in connection with or
contemplated by this Agreement. 
 “Loans” shall mean the Term Loans. 

“Majority Lenders” shall mean Lenders the total of whose Loans and/or Commitments then outstanding, exceeds fifty percent
(50%) of the sum of the aggregate Loans then outstanding; provided that the Commitment of, and the portion of the Loans then outstanding held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of
Majority Lenders. 
 “Material Subsidiary” shall mean any Subsidiary of the Borrower whose Adjusted EBITDA, as of the last
day of any fiscal year, is greater than ten percent (10%) of the Adjusted EBITDA of the Borrower and its subsidiaries on a consolidated basis as of such date. 

“Material Subsidiary Group” shall mean one or more Subsidiaries of the Borrower when taken as a whole whose Adjusted EBITDA,
as of the last day of any fiscal year, is greater than ten percent (10%) of the Adjusted EBITDA of the Borrower and its subsidiaries on a consolidated basis as of such date. 

“Materially Adverse Effect” shall mean (a) any material adverse effect upon the business, assets, liabilities, financial
condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents. 

“Moody’s” shall mean Moody’s Investor’s Service, Inc., and its successors. 

“Necessary Authorizations” shall mean all approvals and licenses from, and all filings and registrations with, any
governmental or other regulatory authority, including, without limiting the foregoing, the Licenses and all approvals, licenses, filings and registrations under the Communications Act, necessary in order to enable the Borrower and its Subsidiaries
to own, construct, maintain, and operate communications tower facilities and to invest in other Persons who own, construct, maintain, manage and operate communications tower facilities. 

“Net Income” shall mean, for any Person and for any period of determination, net income of such Person determined in
accordance with GAAP. 
 “Non-Consenting Lender” shall have the meaning ascribed
thereto in Section 11.11(b) hereof. 
 “Non-U.S. Person” shall mean a Person
who is not a U.S. Person. 

  
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 “Notes” shall mean, collectively, those certain term loan promissory notes
in an aggregate original principal amount of up to the Commitments, issued by the Borrower to the Lenders, each one substantially in the form of Exhibit C attached hereto, and any extensions, renewals or amendments to, or replacements of, the
foregoing. 
 “Notice of Loan Prepayment” shall mean a notice of prepayment with respect to a Loan, which shall be
substantially in the form of Exhibit B 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. 
 “NYFRB” means the Federal Reserve Bank of New York. 

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and
(b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term
“NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the
aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source. 

“Obligations” shall mean all payment and performance obligations of every kind, nature and description of the Borrower to the
Lenders or the Administrative Agent, or any of them, under this Agreement and the other Loan Documents (including, without limitation, any interest, fees and other charges on the Loans or otherwise under the Loan Documents that would accrue but for
the filing of a bankruptcy action with respect to the Borrower, whether or not such claim is allowed in such bankruptcy action), as they may be amended from time to time, or as a result of making the Loans, whether such obligations are direct or
indirect, absolute or contingent, due or not due, contractual or based in tort, liquidated or unliquidated, arising by operation of law or otherwise, now existing or hereafter arising. 

“OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control. 

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar
borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB
as an overnight bank funding rate. 
 “Ownership Interests” shall mean, as applied to any Person, corporate stock and any
and all securities, shares, partnership interests (whether general, limited, special or other), limited liability company interests, membership interests, equity interests, participations, rights or other equivalents (however designated and of any
character) of corporate stock of such Person or any of the foregoing issued by such Person (whether a corporation, a partnership, a limited liability company or another type of entity) and includes, without limitation, securities convertible into
Ownership Interests and rights, warrants or options to acquire Ownership Interests. 

  
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 “Payment Date” shall mean (i) with respect to any Eurocurrency Rate
Loan the last day of any Interest Period (provided that the Payment Date for any Interest Period of more than three months’ in duration shall be each Business Day prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period) and (ii) with respect to any Base Rate Loan, the last Business Day of each March, June, September and December. 

“PBGC” shall mean the Pension Benefit Guaranty Corporation, or any successor thereto. 

“Permitted Liens” shall mean, collectively, as applied to any Person: 

(a) (i) Liens on real estate or other property for taxes, assessments, governmental charges or levies not yet delinquent and (ii) Liens
for taxes, assessments, judgments, governmental charges or levies or claims the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have
been set aside on such Person’s books in accordance with GAAP; 
 (b) Liens incurred in the ordinary course of the Borrower’s
business (i) for sums not yet due or being diligently contested in good faith, or (ii) incidental to the ownership of its assets that, in each case, were not incurred in connection with the borrowing of money, such as Liens of carriers,
warehousemen, mechanics, vendors (solely to the extent arising by operation of law), laborers and materialmen, in each case, if reserves in accordance with GAAP or appropriate provisions shall have been made therefor; 

(c) Liens incurred in the ordinary course of business in connection with worker’s compensation and unemployment insurance, social
security obligations, assessments or government charges which are not overdue for more than sixty (60) days; 
 (d) restrictions on the
transfer of the Licenses or assets of the Borrower or any of its Subsidiaries imposed by any of the Licenses by the Communications Act and any regulations thereunder; 

(e) easements, rights-of-way, zoning restrictions, licenses,
reservations or restrictions on use and other similar encumbrances on the use of real property which do not materially interfere with the ordinary conduct of the business of such Person or the use of such property in the operation of the business by
such Person; 
 (f) Liens arising by operation of law in favor of purchasers in connection with any asset sale permitted hereunder;
provided, however, that such Lien only encumbers the property being sold; 
 (g) Liens in respect of Capitalized Lease
Obligations, so long as such Liens only attach to the assets leased thereunder, and Liens reflected by Uniform Commercial Code financing statements filed in respect of true leases or subleases of the Borrower or any of its Subsidiaries; 

  
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 (h) Liens to secure performance of statutory obligations, surety or appeal bonds,
performance bonds, bids or tenders; 
 (i) judgment Liens which do not result in an Event of Default under Section 8.1(h) hereof; 

(j) Liens in connection with escrow or security deposits made in connection with Acquisitions permitted hereunder; 

(k) Liens created on any Ownership Interests of Subsidiaries of the Borrower that are not Material Subsidiaries held by the Borrower or
any of its Subsidiaries; provided, however, that such Lien is not securing Indebtedness of the Borrower or any of its U.S. Subsidiaries; 

(l) Liens in favor of the Borrower or any of its Subsidiaries; 

(m) banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or
other funds maintained with a depositary institution; provided that such deposit account is not (i) a dedicated cash collateral account and is not subject to restrictions against access in excess of those set forth by regulations
promulgated by the Federal Reserve Board or other Applicable Law; and (ii) intended to provide collateral to the depositary institution; 

(n) licenses, sublicenses, leases or subleases granted by the Borrower or any of its Subsidiaries to any other Person in the ordinary course
of business; 
 (o) Liens in the nature of trustees’ Liens granted pursuant to any indenture governing any Indebtedness permitted
hereunder, in each case in favor of the trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof; 

(p) Liens on property of the Borrower or any of its Subsidiaries at the time the Borrower or such Subsidiary acquired the property, including
acquisition by means of a merger or consolidation with or into the Borrower or such Subsidiary, or an acquisition of assets; provided that such Liens (i) are not created, incurred or assumed in connection with or in contemplation of such
acquisition and (ii) may not extend to any other property owned by the Borrower or such Subsidiary; 
 (q) Liens on property or assets
of any Foreign Subsidiary of the Borrower securing the Indebtedness of such Foreign Subsidiary; and 
 (r) Liens securing obligations under
Hedge Agreements in an aggregate amount of such obligations not to exceed $100,000,000 at any time outstanding. 

  
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 “Person” shall mean an individual, corporation, limited liability company,
association, partnership, joint venture, trust or estate, an unincorporated organization, a government or any agency or political subdivision thereof, or any other entity. 

“Plan” shall mean an employee benefit plan within the meaning of Section 3(3) of ERISA or any other employee benefit
plan maintained for employees of the Borrower or any of its Subsidiaries or ERISA Affiliates. 
 “Platform” shall have the
meaning ascribed thereto in Section 6.6 hereof. 
 “Pre-Closing Funded Amount”
shall have the meaning ascribed thereto in Section 2.2(f). 
 “Pre-Closing Funding
Account” shall have the meaning ascribed thereto in Section 2.2(f). 

“Pre-Closing Funding Date” shall have the meaning ascribed thereto in
Section 2.2(f). 
 “Pre-Closing Funding Election” shall have the meaning
ascribed thereto in Section 2.2(f). 
 “Prime Rate” means the rate of interest last quoted by The Wall Street Journal
as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest
Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the
Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective. 

“Proposed Change” shall have the meaning ascribed thereto in Section 11.11(b) hereof. 

“PTE” shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may
be amended from time to time. 
 “Rate Determination Date” shall mean two (2) Business Days prior to the commencement
of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that, to the extent such market practice is not
administratively feasible for the Administrative Agent, then “Rate Determination Date” shall mean such other day as otherwise reasonably determined by the Administrative Agent). 

“Register” shall have the meaning ascribed thereto in Section 11.4(c) hereof. 

“REIT” shall mean a “real estate investment trust” as defined and taxed under
Section 856-860 of the Code. 
 “Related Parties” shall mean, with respect to
any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. 

  
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 “Replacement Lender” shall have the meaning ascribed thereto in
Section 10.5 hereof. 
 “Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any UK
Financial Institution, a UK Resolution Authority. 
 “Responsible Officer” shall mean the chief executive officer,
president, chief financial officer, treasurer, assistant treasurer or controller of Borrower, and solely for purposes of the delivery of incumbency certificates pursuant to Section 3.1, the secretary or any assistant secretary of Borrower and,
solely for purposes of notices given pursuant to Article 2, any other officer or employee of the Borrower so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the Borrower
designated in or pursuant to an agreement between the Borrower and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all
necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower. 

“Restricted Payment” shall mean any direct or indirect distribution, dividend or other payment to any Person (other than to
the Borrower or any of its Subsidiaries) on account of any Ownership Interests of the Borrower or any of its Subsidiaries (other than dividends payable solely in Ownership Interests of such Person or in warrants or other rights or options to
acquire such Ownership Interests). 
 “Return Date” shall have the meaning ascribed thereto in Section 2.2(f) hereof.

 “S&P” shall mean S&P Global Ratings, and its successors. 

“Sale and Leaseback Transaction” shall mean any arrangement, directly or indirectly, with any third party whereby the
Borrower or any of its Subsidiaries shall sell or transfer any property, real or personal, whether now owned or hereafter acquired, and whereby the Borrower or any of its Subsidiaries shall then or thereafter rent or lease as lessee such property or
any part thereof or other property which the Borrower or any of its Subsidiaries intend to use for substantially the same purpose or purposes as the property sold or transferred, except for such arrangements for fair market value. 

“Sanctioned Country” shall mean a country or territory that is itself the target or subject of a country-wide or region-wide
sanctions program administered by (a) OFAC or (b) the United Nations Security Council, European Union, any European Union member state or the United Kingdom (currently, Cuba, the Crimea region, Iran, North Korean and Syria). 

“Sanctions Laws and Regulations” shall mean (i) any sanctions, prohibitions or requirements imposed by any U.S.
executive order (an “Executive Order”) or by any sanctions program administered by OFAC; and (ii) any sanctions measures imposed by the United Nations Security Council, European Union, any European Union member state or the United
Kingdom. 
 “Senior Secured Debt” shall mean, for the Borrower and its Subsidiaries on a consolidated basis as of any date,
the aggregate amount of secured Indebtedness plus Attributable Debt of such Persons as of such date (including, without limitation, Indebtedness under any Existing ABS Facility and Indebtedness under any additional ABS Facilities entered into in
accordance with Section 7.1(h) hereof). 

  
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 “Signing Date” shall mean November 14, 2021. 

“SPC” shall have the meaning ascribed thereto in Section 11.4(f) hereof. 

“Specified Merger” shall mean the acquisitions by the Buyer as contemplated by the Specified Merger Agreement without giving
effect to amendments, supplements, waivers or other modifications to or consents under the Specified Merger Agreement that are adverse in any material respect to the Lenders in their capacities as such and that have not been approved by the Joint
Lead Arrangers, such approval not to be unreasonably withheld or delayed. 
 “Specified Merger Agreement” shall mean the
Agreement and Plan of Merger by and among American Tower Investments LLC, Appleseed Holdco LLC, Appleseed Merger Sub LLC, Appleseed OP Merger Sub LLC, CoreSite Realty Corporation, CoreSite, L.P. and the Borrower, dated as of November 14, 2021
(as amended, restated, amended and restated or otherwise modified from time to time in accordance with this Agreement). 

“Specified Merger Agreement Representations” shall mean the representations and warranties made by the Target and/or the
Target Operating Partnership, as applicable, in the Specified Merger Agreement with respect to the Target and its subsidiaries and/or the Target Operating Partnership, as applicable, that are material to the interests of the Joint Lead Arrangers or
the Lenders, but only to the extent that the Borrower has the right under the Specified Merger Agreement not to consummate the Specified Merger, or to terminate its obligations under the Specified Merger Agreement, as a result of such
representations and warranties in such Specified Merger Agreement not being true and correct. 
 “Specified Merger Related
Conditions” shall have the meaning ascribed thereto in Section 2.2. 
 “Specified Representations” shall mean
the representations and warranties contained in (a) the first sentence of Section 4.1(a), (b) Section 4.1(b), (c) Section 4.1(c)(iii) or (iv) (in the case of indentures, agreements, or other instruments, solely to the extent such
indentures, agreements or other instruments evidence Indebtedness in an aggregate amount in excess of $400,000,000 (including, without limitation, the Existing Credit Agreements)), without giving effect to any materiality qualification therein,
(d) Section 4.1(k), (e) Section 4.1(l), (f) Section 4.1(m), (g) Section 4.1(n) (in the case of Anti-Corruption Laws, solely with respect to the use of proceeds of the Loans). 

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the
Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentage shall include those imposed pursuant to
Regulation D. Eurocurrency Rates Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve 

  
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requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“Subsidiary” shall mean, as applied to any Person, (a) any corporation, partnership or other entity of which no less
than a majority of the Ownership Interests having ordinary voting power to elect a majority of its board of directors or other persons performing similar functions or such corporation, partnership or other entity, whether or not at the time any
Ownership Interests of any other class or classes of such corporation, partnership or other entity shall or might have voting power by reason of the happening of any contingency, is at the time owned directly or indirectly by such Person, or by one
or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person; provided, however, that if such Person and/or such Person’s Subsidiaries directly or indirectly own less than a majority of such
Subsidiary’s Ownership Interests, then such Subsidiary’s operating or governing documents must require (i) such Subsidiary’s net cash after the establishment of reserves be distributed to its equity holders no less frequently
than quarterly and (ii) the consent of such Person and/or such Person’s Subsidiaries to amend or otherwise modify the provisions of such operating or governing documents requiring such distributions, or (b) any other entity which is
directly or indirectly controlled or capable of being controlled by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person. Notwithstanding the foregoing, no Unrestricted Subsidiary
shall be deemed to be a Subsidiary of the Borrower or any of its Subsidiaries for the purposes of this Agreement or any other Loan Document. 

“Syndication Agents” shall mean TD Securities (USA), LLC and Mizuho Bank, LTD. 

“Target” shall mean CoreSite Realty Corporation, a Maryland corporation. 

“Target Material Adverse Effect” shall have the meaning ascribed to the term “Company Material Adverse Effect” in
the Specified Merger Agreement as in effect on November 14, 2021. 
 “Target Operating Partnership” shall mean
CoreSite, L.P., a Delaware limited partnership. 
 “Taxes” shall have the meaning assigned thereto in Section 10.3(b).

 “Term Loan Commitment” shall mean, as to each Lender its obligation to make a Term Loan to the Borrower pursuant to
Section 2.1 in a principal amount not to exceed the Term Loan Commitment amount set forth (a) opposite such Lender’s name on Schedule 1 or (b) in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable. 
 “Term Loan Maturity Date” shall mean the date that is two (2) years
after the Closing Date or such earlier date as payment of the Loans shall be due (whether by acceleration or otherwise). 

  
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 “Term Loans” shall mean, collectively, the amounts advanced by the Lenders
with a Term Loan Commitment to the Borrower pursuant to this Agreement. 
 “Ticking Fee Rate” shall have the meaning
ascribed thereto in Section 2.4(b). 
 “Total Debt” shall mean, for the Borrower and its Subsidiaries on a
consolidated basis as of any date, (a) the sum (without duplication) of (i) the outstanding principal amount of the Loans as of such date, (ii) the aggregate amount of Indebtedness plus Attributable Debt of such Persons as of
such date, (iii) the aggregate amount of all Guaranties by such Persons of Indebtedness as of such date, and (iv) to the extent payable by the Borrower, an amount equal to the aggregate exposure of the Borrower under any Hedge Agreements
permitted pursuant to Section 7.1 hereof, as calculated on a marked to market basis as of the last day of the fiscal quarter being tested or the last day of the most recently completed fiscal quarter, as applicable less (b) the sum
of all unrestricted domestic cash and Cash Equivalents of the Borrower and its Subsidiaries as of such date. 

“Transactions” shall mean (i) the Specified Merger, (ii) the entering into this Agreement and the Effective Date
Credit Agreements and the funding hereunder and thereunder in connection with the consummation of the Specified Merger and (iii) the payment of costs and expenses in connection with the foregoing. 

“UK Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form
time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to 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” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. 

“U.S. Person” shall mean a citizen or resident of the United States of America, a corporation, partnership or other entity
created or organized in or under any laws of the United States of America, or any estate or trust that is subject to Federal income taxation regardless of the source of its income. 

“U.S. Subsidiary” shall mean any Subsidiary that is not a Foreign Subsidiary. 

“Unrestricted Subsidiary” shall mean any Subsidiary of the Borrower that is hereafter designated by the Borrower as an
Unrestricted Subsidiary by notice to the Administrative Agent and the Lenders; provided that (a) no Material Subsidiary shall be designated as an Unrestricted Subsidiary without the prior written consent of the Majority Lenders,
(b) the aggregate Adjusted EBITDA of the Unrestricted Subsidiaries (without duplication) shall not exceed 20% of consolidated Adjusted EBITDA of the Borrower and its subsidiaries, and (c) no Subsidiary of the Borrower may be designated as
an Unrestricted Subsidiary after the occurrence and during the continuance of a Default or an Event of Default; provided, further, that the designation by the Borrower of a Subsidiary as an Unrestricted Subsidiary may be revoked by the
Borrower at any time by notice to the Administrative Agent and the Lenders so long as no Default would be caused thereby, from and after which time such Subsidiary will no longer be an Unrestricted Subsidiary. 

  
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 “Write-Down and Conversion Powers” shall mean (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. 

Section 1.2 Interpretation. Except where otherwise specifically restricted, reference to a party to this Agreement or any other
Loan Document includes that party and its successors and assigns. All capitalized terms used herein which are defined in Article 9 of the Uniform Commercial Code in effect in the State of New York or other applicable jurisdiction on the date
hereof and which are not otherwise defined herein shall have the same meanings herein as set forth therein. Whenever any agreement, promissory note or other instrument or document is defined in this Agreement, such definition shall be deemed to mean
and include, from and after the date of any amendment, restatement, supplement, confirmation or modification thereof, such agreement, promissory note or other instrument or document as so amended, restated, supplemented, confirmed or modified,
unless stated to be as in effect on a particular date. All terms defined in this Agreement in the singular shall have comparable meanings when used in the plural and vice versa. The words “hereof,” “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. 

Section 1.3 Cross References. Unless otherwise specified, references in this Agreement and in each other Loan Document to any
Article or Section are references to such Article or Section of this Agreement or such other Loan Document, as the case may be, and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such
clause in such Article, Section or definition. 
 Section 1.4 Accounting Provisions. Unless otherwise expressly provided herein,
all references in this Agreement to GAAP shall mean GAAP as in effect on the date of this Agreement as published by the Financial Accounting Standards Board. All accounting terms used in this Agreement and not defined expressly, completely or
specifically herein shall have the respective meanings given to them, and shall be construed, in accordance with GAAP. All financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in accordance with GAAP applied in a manner consistent with that used to prepare the most recent audited consolidated financial statements of the Borrower and its Subsidiaries. All financial or accounting calculations or
determinations required pursuant to this Agreement shall be made, and all references to the financial statements of the Borrower, Adjusted EBITDA, Senior Secured Debt, Total Debt, 

  
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Interest Expense, Consolidated Total Assets and other such financial terms shall be deemed to refer to such items, unless otherwise expressly provided herein, on a consolidated basis for the
Borrower and its Subsidiaries. Notwithstanding the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements of the Borrower for the fiscal year ended December 31,
2018 for all purposes, notwithstanding any change in GAAP relating thereto, including with respect to Accounting Standards Codification 842. 

Section 1.5 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under
Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to
have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of
its equity interests at such time. 
 Section 1.6 LIBOR Notification. The interest rate on Eurocurrency Rate Loans is determined
by reference to the LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London
interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any
successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer
be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to
identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in
Election, Section 10.1(b) and (c) provide the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 10.1(e), of any change to the reference rate upon
which the interest rate on Eurocurrency Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter
related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such
alternative, successor or replacement rate implemented pursuant to Section 10.1(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in
Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 10.1(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement
reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability. 

  
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 ARTICLE 2 - LOANS 

Section 2.1 The Term Loans. The Lenders party to this Agreement severally, and not jointly, subject to the terms and the
conditions of this Agreement, agree to make loans in dollars to the Borrower on (x) to the extent the Pre-Closing Funding Election has not been made, the Closing Date and (y) to the extent the Pre-Closing Funding Election has been made, the Pre-Closing Funding Date, in each case, in an amount not to exceed (i) in the aggregate, the Commitments of all Lenders
and (ii) individually, such Lender’s Term Loan Commitment. Amounts borrowed under this Section 2.1 and repaid or prepaid may not be reborrowed. 

Section 2.2 Manner of Advance and Disbursement. 

(a) Choice of Interest Rate, Etc. The Advances hereunder shall, at the option of the Borrower, be made as Eurocurrency Rate Loans or
Base Rate Loans; provided, however, that at such time as there shall have occurred and be continuing an Event of Default hereunder, at the request of the Majority Lenders, the Borrower shall not have the right to Continue a Eurocurrency Rate Loan or
Convert a Base Rate Loan to a Eurocurrency Rate Loan. Any notice given to the Administrative Agent in connection with a requested Advance or Conversion hereunder shall be given to the Administrative Agent prior to 11:00 a.m. (New York, New York
time) in order for such Business Day to count toward the minimum number of Business Days required. 
 (b) Base Rate Advances. 

(i) Advances. The Borrower shall give the Administrative Agent in the case of Base Rate Loans irrevocable prior
telephonic notice followed immediately by a Committed Loan Notice by 9:00 A.M. (New York, New York time) on the date of such proposed Base Rate Loan; provided, however, that the Borrower’s failure to confirm any telephonic notice with a
Committed Loan Notice shall not invalidate any notice so given if acted upon by the Administrative Agent. Upon receipt of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender by telephone, email or telecopy of
the contents thereof. 
 (ii) Conversions. The Borrower may, without regard to the applicable Payment Date and upon at
least three (3) Business Days’ irrevocable prior telephonic notice followed by written notice, Convert all or a portion of the principal of a Base Rate Loan to a Eurocurrency Rate Loan. On the date indicated by the Borrower, such Base Rate
Loan shall be so Converted. The failure to give timely notice hereunder with respect to the Payment Date of any Base Rate Loan shall be considered a request for a Base Rate Loan. 

(c) Eurocurrency Rate Loans. Upon request, the Administrative Agent, whose determination in absence of manifest error shall be
conclusive, shall determine the available LIBOR Basis and shall notify the Borrower of such LIBOR Basis to apply for the applicable Eurocurrency Rate Loan. 

  
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 (i) Advances. The Borrower shall give the Administrative Agent in the
case of Eurocurrency Rate Loans at least three (3) Business Days’ irrevocable prior telephonic notice followed immediately by a Committed Loan Notice by 11:00 A.M. (New York, New York time) on the date that is three (3) Business Days
before the proposed borrowing; provided, however, that the Borrower’s failure to confirm any telephonic notice with a Committed Loan Notice shall not invalidate any notice so given if acted upon by the Administrative Agent. Upon
receipt of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender by telephone, email or telecopy of the contents thereof. 

(ii) Continuations. At least three (3) Business Days prior to the Payment Date for each Eurocurrency Rate Loan, the
Borrower shall give the Administrative Agent telephonic notice followed by written notice specifying whether all or a portion of such Eurocurrency Rate Loan (A) is to be Continued in whole or in part as one or more Eurocurrency Rate Loans, or
(B) is to be Converted in whole or in part to a Base Rate Loan or (C) is to be repaid. The failure to give such notice shall be considered a request to Continue such Advance as a Eurocurrency Rate Loan with a one month Interest Period.
Upon such Payment Date such Eurocurrency Rate Loan will, subject to the provisions hereof, be so Continued or repaid, as applicable. 
 (d)
Notification of Lenders. Upon receipt of irrevocable prior telephonic notice in accordance with Section 2.2(b) or (c) hereof or a Committed Loan Notice, or a notice of Conversion or Continuation from the Borrower with respect to any
outstanding Advance prior to the Payment Date for such Advance, the Administrative Agent shall promptly but no later than the close of business on the day of such notice notify each Lender having the applicable Commitment or holding a Loan subject
to such request for an Advance by telephone, followed promptly by written notice (which may be delivered by email) or telecopy, of the contents thereof and the amount of such Lender’s portion of the Advance. Each Lender having the applicable
Commitment or holding a Loan subject to such request for an Advance shall, not later than 12:00 noon (New York, New York time) on the date of borrowing specified in such notice, make available to the Administrative Agent at the Administrative
Agent’s Office, or at such account as the Administrative Agent shall designate, the amount of its portion of any Advance that represents a borrowing hereunder in immediately available funds. 

(e) Disbursement. 

(i) Prior to 2:00 p.m. (New York, New York time) on the date of an Advance hereunder, the Administrative Agent shall, subject
to the satisfaction of the conditions set forth in Article 3 hereof, disburse the amounts made available to the Administrative Agent by the Lenders in like funds by (A) transferring the amounts so made available by wire transfer pursuant to the
Borrower’s instructions, or (B) in the absence of such instructions, crediting the amounts so made available to the account of the Borrower maintained with the Administrative Agent. 

(ii) Unless the Administrative Agent shall have received notice from a Lender holding a Loan subject to such request for an
Advance prior to 12:00 noon (New York, New York time) on the date of a requested Advance that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Advance, the Administrative Agent may assume
that such Lender has made or will make 

  
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such portion available to the Administrative Agent on the date of such Advance and the Administrative Agent may in its sole discretion and in reliance upon such assumption, make available to the
Borrower on such date a corresponding amount. If and to the extent a Lender does not make such ratable portion available to the Administrative Agent, such Lender agrees to repay to the Administrative Agent on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the greater of the NYFRB Rate and a rate reasonably determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. 

(iii) If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute
such Lender’s portion of the Advances for purposes of this Agreement. If such Lender does not repay such corresponding amount immediately upon the Administrative Agent’s demand therefor and the Administrative Agent has made such
corresponding amount available to the Borrower, the Administrative Agent shall notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent, with interest at the NYFRB Rate from the date the
Administrative Agent made such amount available to the Borrower. The Borrower shall not be obligated to pay, and such amount shall not accrue, any interest or fees on such amount other than as provided in the immediately preceding sentence. The
failure of any Lender to fund its portion of any Advance shall not relieve any other Lender of its obligation, if any, hereunder to fund its respective portion of the Advance on the date of such borrowing, but no Lender shall be responsible for any
such failure of any other Lender. 
 (f) Pre-Closing Funding Election. 

(i) Notwithstanding the foregoing, if a Pre-Closing Funding Election has been made,
subject solely to the satisfaction (or waiver by the Majority Lenders) of the conditions set forth in Section 3.2 other than the Specified Merger Related Conditions, each Lender shall, before 12:00 p.m. New York City time on the pre-closing funding date specified in the Committed Loan Notice (such date, the “Pre-Closing Funding Date”), which date may be either one or two Business Days
prior to the proposed date of the borrowing of the Loans, fund into the Pre-Closing Funding Account, in same day funds, such Lender’s ratable portion of such borrowing (such amounts, the “Pre-Closing Funded Amount”). 
 (ii) Each Lender authorizes the Administrative
Agent to release all amounts deposited by the Lenders into the Pre-Closing Funding Account and make such funds available to the Borrower on the Closing Date subject solely to the satisfaction (or waiver by the
Majority Lenders) of each of the Specified Merger Related Conditions on the date of the consummation of the Specified Merger, whereupon the Administrative Agent will make such funds available to the Borrower in immediately available funds to the
account or accounts specified by the Borrower to the Administrative Agent in the Committed Loan Notice; provided that, (x) the “Pre-Closing Funding Election” shall


  
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mean the election by the Borrower to cause the Pre-Closing Funded Amount to be funded to the Pre-Closing Funding
Account on the Pre-Closing Funding Date, which election shall be set forth in or accompany a Committed Loan Notice delivered not later than (i) in the case of Eurocurrency Rate Loans, 10:00 a.m. New York
City time on the third Business Day prior to the Pre-Closing Funding Date and (ii) in the case of Base Rate Loans, 9:00 A.M. New York City time on the Business Day prior to the Pre-Closing Funding Date and (y) each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required under Section 3.2 to be consented to
or approved by or acceptable or satisfactory to such Lender, in each case unless the Administrative Agent shall have received notice from such Lender prior to the proposed Pre-Closing Funding Date specifying
its objection thereto. 
 (iii) In the event the satisfaction (or waiver by Majority Lenders) of the conditions set forth in
Section 3.2 does not occur by 12:00 p.m. New York City time on the date that is two Business Days after the Pre-Closing Funding Date (the “Return Date”), the Pre-Closing Funded Amount shall be returned to the respective Lenders within one Business Day of the Return Date, and the Borrower shall simultaneously therewith pay interest accrued thereon from the Pre-Closing Funding Date to the Return Date, together with any amounts due thereon pursuant to Section 2.9, calculated as if the return of such funds was a prepayment of Advances in an equal principal amount on
the Return Date; provided that, for the avoidance of doubt, to the extent the Pre-Closing Funded Amount has been returned to the Lenders in accordance with this sentence, (i) the Borrower shall not
be prohibited from submitting a subsequent Committed Loan Notice in accordance with this Section 2.2 and (ii) the Commitment of each Lender shall be determined without giving effect to such Lender’s funding of the Pre-Closing Funded Amount. 
 (iv) The Borrower agrees that interest shall accrue on the Pre-Closing Funded Amount from and including the Pre-Closing Funding Date as if the Pre-Closing Funded Amount had been advanced to the
Borrower as an Advance hereunder; provided, that if a Pre-Closing Funding Election has been made by the Borrower, no ticking fee pursuant to Section 2.4(b) shall accrue on any date on which the Pre-Closing Funded Amount is held in the Pre-Closing Funding Account. For the avoidance of doubt, (x) the funding of the
Pre-Closing Funded Amount shall not constitute an Advance to (or Borrowing by) the Borrower until such amount has been released to the Borrower on the Closing Date in accordance with this Section 2.2(f),
and (y) any return of the Pre-Closing Funded Amount to the Lenders in accordance with this Section 2.2(f) shall not constitute a prepayment of an Advance. 

For the purpose of this Section 2.2(f), the “Pre-Closing Funding Account” means
an account in the name of (i) the Administrative Agent or an Affiliate of the Administrative Agent or (ii) a financial institution (in its capacity as escrow agent) designated by the Administrative Agent and approved by the Borrower, which
account has been identified as the “Pre-Closing Funding Account” by notice in writing from the Borrower to the Lenders, and which account shall have terms reasonably satisfactory to the
Administrative Agent and the Borrower and “Specified Merger Related Conditions” means the conditions set forth in Sections 3.2(b), (d), (e), (f), (g) and (h). 

  
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 Section 2.3 Interest. 

(a) On Base Rate Loans. Interest on each Base Rate Loan computed pursuant to clause (b) of the definition of Base Rate shall be
computed on the basis of a year of 365/366 days and interest computed pursuant to clause (a) of the definition of Base Rate shall be computed on the basis of a 360-day year, in each case for the actual
number of days elapsed and shall be payable at the Base Rate Basis for such Base Rate Loan, in arrears on the applicable Payment Date. Interest on Base Rate Loans then outstanding shall also be due and payable on the Term Loan Maturity Date. 

(b) On Eurocurrency Rate Loans. Interest on each Loan shall be computed on the basis of a
360-day year for the actual number of days elapsed and shall be payable at the LIBOR Basis for such Loan, in arrears on the applicable Payment Date, and, in addition, if the Interest Period for a Loan exceeds
three (3) months, interest on such Loan shall also be due and payable in arrears on every three (3) month anniversary of the beginning of such Interest Period. Interest on Loans then outstanding shall also be due and payable on the Term
Loan Maturity Date. 
 (c) [Intentionally Omitted]. 

(d) Interest Upon Event of Default. Immediately upon the occurrence of an Event of Default under Section 8.1(b), (f) or
(g) hereunder and following a request from the Majority Lenders upon the occurrence of any other Event of Default hereunder, the outstanding principal balance of the Loans shall bear interest at the Default Rate. Such interest shall be payable
on demand by the Majority Lenders and shall accrue until the earlier of (i) waiver or cure of the applicable Event of Default, (ii) agreement by the Majority Lenders (or, if applicable to the underlying Event of Default, the Lenders) to
rescind the charging of interest at the Default Rate or (iii) payment in full of the Obligations. 
 (e) LIBOR Contracts. At no
time may the number of outstanding Eurocurrency Rate Loans hereunder exceed ten (10). 
 (f) Applicable Margin. 

(i) With respect to any Loans, the Applicable Margin shall be a percentage per annum determined by reference to the Applicable
Debt Rating (as such Applicable Debt Rating is determined pursuant to Section 2.3(f)(ii)) in effect on such date as set forth below: 
  

															
	 	  	 Applicable Debt
Rating
	  	Eurocurrency Rate
Loan
Applicable Margin	 	 	Base Rate
Loan
Applicable
Margin	 	 	Ticking
Fee
Rate	 
	A.	  	> A- / A3 / A-	  	 	0.875	% 	 	 	0.000	% 	 	 	0.08	% 
	B.	  	BBB+ / Baa1/ BBB+	  	 	1.000	% 	 	 	0.000	% 	 	 	0.10	% 


  
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	 	  	 Applicable Debt
Rating
	  	Eurocurrency Rate
Loan
Applicable Margin	 	Base Rate
Loan
Applicable
Margin	 	Ticking
Fee
Rate
	C.	  	BBB / Baa2 / BBB	  	1.125%	 	0.125%	 	0.11%
	D.	  	BBB- / Baa3 / BBB-	  	1.250%	 	0.250%	 	0.15%
	E.	  	BB+ / Ba1 / BB+	  	1.500%	 	0.500%	 	0.20%
	F.	  	< BB/ Ba2 / BB	  	1.750%	 	0.750%	 	0.30%

 (ii) Changes in Applicable Margin and Ticking Fee Rate; Determination of Debt Rating.
Changes to the Applicable Margin and Ticking Fee Rate shall be effective as of the next Business Day after the day on which the Debt Rating changes. Any change to any Debt Rating established by S&P, Moody’s or Fitch shall be effective as of
the date on which such change is first announced publicly by the applicable rating agency making such change and on and after that day the changed Debt Rating shall be the Debt Rating of such rating agency for purposes of this Agreement. If
none of S&P, Moody’s or Fitch shall have in effect a Debt Rating, the Applicable Margin and Ticking Fee Rate shall be set in accordance with part F of the table set forth in Section 2.3(f)(i). If S&P, Moody’s or Fitch shall
change the basis on which ratings are established, each reference to the Debt Rating announced by S&P, Moody’s or Fitch, as the case may be, shall refer to the then equivalent rating by S&P, Moody’s or Fitch, as the case may be.

 Section 2.4 Fees. 

(a) Fees. The Borrower agrees to pay to the Administrative Agent and the Joint Lead Arrangers certain fees in connection with the
execution and delivery of this Agreement as provided in the fee letters delivered in connection herewith. 
 (b) Ticking Fees. The
Borrower agrees to pay to each Lender a ticking fee equal to the ticking fee rate (the “Ticking Fee Rate”) as set forth in Section 2.3(f) (computed on the basis of the actual number of days elapsed in a year of 365 or 366 days,
as the case may be) on the undrawn amount of each Lender’s Term Loan Commitment, commencing upon the later of (x) the execution and delivery of this Agreement and (y) January 13, 2022, which ticking fees shall be payable
quarterly in arrears (i) on the last Business Day of each March, June, September and December and (ii) on the earlier of (x) the Closing Date and (y) the date on which the Commitments terminate. 

Section 2.5 Commitment Termination and Reductions. 

(a) The Commitments shall automatically terminate on the earlier of (x) subject to Section 2.2(f)(iii), the funding of the
Commitments and (y) the Commitment Termination Date. 

  
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 (b) Voluntary. The Borrower may at any time terminate, or from time to time reduce,
the Commitments; provided that each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. 

(c) [Reserved]. 
 (d) The
Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction,
specifying whether such election is to terminate or reduce the Commitments and the effective date thereof, which notice may state that such notice is conditioned on the effectiveness of other financing, in which case such notice may be revoked by
the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. The Borrower shall pay to the Administrative
Agent for the account of the Lenders, on the date of each termination or reduction under paragraph (b) of this Section, any applicable commitment fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date
of such termination or reduction. 
 Section 2.6 Prepayments and Repayments. 

(a) Voluntary Prepayment. The principal amount of any Loan may be prepaid in full or ratably in part, upon three (3) Business
Days’ prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent, pursuant to the delivery to the Administrative Agent of a Notice of Loan Prepayment, without premium or penalty, which notice
may state that such notice is conditioned on the effectiveness of other financing, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition
is not satisfied; provided, however, that, to the extent prepaid prior to the applicable Payment Date for any Eurocurrency Rate Loan, the Borrower shall reimburse the applicable Lenders, on the earlier of (A) demand by the
applicable Lender or (B) the Term Loan Maturity Date, for any loss or out-of-pocket expense incurred by any such Lender in connection with such prepayment, as set
forth in Section 2.9 hereof; and provided further, however, that (i) the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the
Administrative Agent and (ii) any notice of prepayment given hereunder may be revoked by the Borrower at any time. Any prepayment hereunder shall be in amounts of not less than $2,000,000.00 and in an integral multiple of $1,000,000.00. Amounts
prepaid shall be paid together with accrued interest on the amount so prepaid. 
 (b) Repayments. The Borrower shall repay the Loans,
together with accrued interest and fees with respect thereto, in full on the Term Loan Maturity Date. 
 (c) [Reserved]. 

  
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 Section 2.7 Notes; Loan Accounts. 

(a) The Loans shall be repayable in accordance with the terms and provisions set forth herein. If requested by a Lender, one (1) Note
duly executed and delivered by one or more Authorized Signatories of the Borrower, shall be issued by the Borrower and payable to such Lender in an amount equal to such Lender’s Commitment. 

(b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans and
interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on
account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure
of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower’s repayment obligations with respect to such Loans. 

Section 2.8 Manner of Payment. 

(a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and
any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the
Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by
the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New
York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of
business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative
Agent will promptly notify the applicable Lenders accordingly. 
 (b) The Borrower agrees to pay principal, interest, fees and all other
amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. 

(c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received
by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees
or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders
on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other
Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. 

  
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 (d) Subject to any contrary provisions in the definition of Interest Period, if any payment
under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and
fees, if any, in connection with such payment. 
 Section 2.9 Reimbursement. 

(a) Whenever any Lender shall sustain or incur any losses or reasonable
out-of-pocket expenses in connection with (i) the failure by the Borrower to borrow, Continue or Convert any Eurocurrency Rate Loan after having given notice of its
intention to borrow, Continue or Convert such Advance in accordance with Section 2.2 or 2.6 hereof (whether by reason of the Borrower’s election not to proceed or the non-fulfillment of any of the
conditions set forth in Article 3 hereof, but not as a result of a failure of such Lender to make a Loan in accordance with the terms of this Agreement), or (ii) the prepayment other than on the applicable Payment Date (or failure to prepay
after giving notice thereof) of any Eurocurrency Rate Loan in whole or in part for any reason, the Borrower agrees to pay to such Lender, upon such Lender’s demand, an amount sufficient to compensate such Lender for all such losses and out-of-pocket expenses. Such Lender’s good faith determination of the amount of such losses or
out-of-pocket expenses, as set forth in writing and accompanied by calculations in reasonable detail demonstrating the basis for its demand, shall be presumptively
correct absent manifest error. 
 (b) Losses subject to reimbursement hereunder shall include, without limiting the generality of the
foregoing, reasonable out-of-pocket expenses incurred by any Lender or any participant of such Lender permitted hereunder in connection with the re-employment of funds prepaid, paid, repaid, not borrowed, or not paid, as the case may be, but not losses resulting from lost Applicable Margin or other margin. Losses subject to reimbursement will be payable
whether the Term Loan Maturity Date is changed by virtue of an amendment hereto (unless such amendment expressly waives such payment) or as a result of acceleration of the Loans. 

(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.9 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 the foregoing provisions of this Section for any losses or expenses incurred more than
six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such losses or expenses and of such Lender’s intention to claim compensation therefor. 

  
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 Section 2.10 Pro Rata Treatment. 

(a) [Intentionally Omitted.] 

(b) Payments. Except as provided in Article 10 hereof, each payment and prepayment of principal of, and interest on, the Loans shall be
made to the Lenders pro rata on the basis of their respective unpaid principal amounts outstanding under the applicable Loans immediately prior to such payment or prepayment. 

(c) Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment
in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as
provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably, 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 Section shall not be construed to apply to (y) any payment made by or on behalf of the
Borrower pursuant to and in accordance with the express terms of this Agreement or (z) 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. 

The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.10(b) may, to the
fullest extent permitted by law, exercise all its rights of payment (including, without limitation, the right of set-off) with respect to such participation as fully as if such purchasing Lender were the
direct creditor of the Borrower in the amount of such participation. 
 Section 2.11 Capital Adequacy. If after the date hereof,
the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory
interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental
Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have


  
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achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change
or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand
by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the
Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as
applicable, until payment in full thereof at the Default Rate; 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 enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender
setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any
other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar
circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 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 the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six
(6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances
giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). 

Section 2.12 Lender Tax Forms. 

(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 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 Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii)(a) and (ii)(b) of
this Section) shall not be required if in the Lenders’ 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. 

  
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 (ii) Without limiting the generality of the foregoing: 

(a) On or prior to the Effective Date and on or prior to the first Business Day of each calendar year thereafter, to the extent it may lawfully
do so at such time, each Lender which is a Non-U.S. Person shall provide each of the Administrative Agent and the Borrower (A) if such Lender is a “bank” under Section 881(c)(3)(A) of the
Code, with a properly executed original of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) or W-8ECI (or any successor form) prescribed by the Internal Revenue Service or other documents satisfactory to the Borrower and the Administrative Agent, as the case may be, certifying (i) as to such
Lender’s status as exempt from United States Federal withholding taxes with respect to all payments to be made to such Lender hereunder and under the Notes or (ii) that all payments to be made to such Lender hereunder and under the Notes
are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (B) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and intends to claim exemption from U.S. Federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a Form W-8BEN (or W-8BEN-E, as applicable), or any subsequent versions thereof or successors thereto (and, if such Lender delivers a Form W-8BEN (or
W-8BEN-E, as applicable), a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the
Code)), properly completed and duly executed by such Lender, indicating that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income taxes as permitted by the Code. If a
payment made to a Lender under this Agreement would be subject to withholding tax imposed under FATCA if such Lender fails 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 Administrative Agent and the Borrower, at the time or times prescribed by law and at such time or times reasonably requested by the Administrative Agent or the Borrower, such documentation
prescribed by Applicable Law (included as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Agent or the Borrower as may be necessary for the Administrative Agent or
the Borrower to comply with its obligations under FATCA, 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. 

(b) On or prior to the Effective Date, and to the extent permitted by applicable U.S. Federal law, on or prior to the first Business Day of
each calendar year thereafter, each Lender which is a U.S. Person shall provide the Administrative Agent and the Borrower a duly completed and executed copy of the Internal Revenue Service Form W-9 or
successor form to the effect that it is a U.S. Person. 

  
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 Each Lender agrees that if any form or certification it previously delivered becomes 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. In addition, each Lender agrees that if any form or certification it previously delivered
expires or becomes obsolete, upon written request by the Borrower or the Administrative Agent, such Lender shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do
so. 
 Section 2.13 [Reserved]. 

Section 2.14 Defaulting Lender(a) . (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender
becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law, such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in Section 11.11. 
 (b) If the Borrower and the Administrative
Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon that Lender will cease to be a Defaulting Lender;
provided that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that
Lender’s having been a Defaulting Lender. 
 ARTICLE 3 - CONDITIONS PRECEDENT 

Section 3.1 Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior
or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders)
of each of the following: 
 (a) this Agreement duly executed by all relevant parties; 

(b) a loan certificate of the Borrower dated as of the Effective Date, in substantially the form attached hereto as
Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of
the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; 
 (c)
legal opinions of (i) Cleary Gottlieb Steen & Hamilton LLP, special counsel to the Borrower and (ii) Edmund DiSanto, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the
Effective Date; 

  
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 (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than
Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are
in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; 

(e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those
representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; 

(f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten
(10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L.
107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such
Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership
Regulation, the Beneficial Ownership Certification to each Lender that so requests; 
 (g) all fees and expenses required to be paid in
connection with this Agreement to the Administrative Agent, the Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; 

(h) audited consolidated financial statements for the three years ended December 31, 2020 and unaudited consolidated financial statements
for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, in each case of the Borrower and its Subsidiaries; 

(i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and
its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the
quarter ended September 30, 2021; and 
 (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments
under the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments hereunder. 

Section 3.2 Conditions Precedent to Funding. The obligation of each Lender to make any Loan requested to be made by it on the
Closing Date is subject to the following conditions precedent as of such date (or to the extent the Pre-Closing Funding Election had been made, the conditions other than the Specified Merger Related Conditions
shall only be required to be met on the Pre-Funding Closing Date as contemplated by Section 2.2(f)): 

(a) The Effective Date shall have occurred. 

  
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 (b) The Specified Merger shall have been consummated, or substantially concurrently with the
funding hereunder shall be consummated, in each case pursuant to and on the terms and conditions set forth in the Specified Merger Agreement and without giving effect to amendments, supplements, waivers or other modifications to or consents under
the Specified Merger Agreement that are adverse in any material respect to the Lenders and that have not been approved by the Joint Lead Arrangers, such approval not to be unreasonably withheld or delayed (it being understood and agreed that
(a) any decrease in the purchase price shall be deemed to be materially adverse to the Lenders unless the aggregate decrease does not exceed 10% and is allocated to reduce the commitments under the Bridge Facility (or, if the commitments under
the Bridge Facility have been reduced to zero, to reduce the commitments under the 364-Day Term Loan Agreement and, if the commitments under the 364-Day Term Loan
Agreement have been reduced to zero, to reduce the Commitments hereunder), (b) any increase in the purchase price shall be deemed not to be materially adverse so long as not financed with the incurrence of Indebtedness and (c) any amendment to
the definition of “Target Material Adverse Effect” in the Specified Merger Agreement shall be deemed to be materially adverse to the Lenders). 

(c) The Joint Lead Arrangers shall have received in the case of the Borrower (i) audited consolidated balance sheets and related audited
statements of operations, stockholders’ equity and cash flows of the Borrower for each of the three fiscal years most recently ended at least 60 days prior to the Closing Date (and audit reports for such financial statements shall not be
subject to any qualification or “going concern” disclosures) and (ii) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Borrower for each subsequent
fiscal quarter ended at least 40 days prior to the Closing Date (but excluding the fourth quarter of any fiscal year). Reports and financial statements required to be delivered pursuant to clauses (i) and (ii) above shall be deemed to have been
delivered on the date on which such reports, or reports containing such financial statements, are made publicly available on the SEC’s EDGAR database. 

(d) All costs, fees, expenses and other compensation required by the Bridge Commitment Letter and the Fee Letter (as defined in the Bridge
Commitment Letter) to be payable to the Joint Lead Arrangers, the Administrative Agent or the Lenders at or prior to the Closing Date (in the case of expenses, to the extent invoiced at least two Business Days prior to the Closing Date) shall have
been paid to the extent due. 
 (e) The Administrative Agent shall have received a solvency certificate in substantially the form of
Schedule I to Annex B to the Bridge Commitment Letter. 
 (f) After giving effect to the Transactions, no Event of Default shall have
occurred and be continuing under Section 8.1(b), (f) or (g). 
 (g) The Specified Representations and Specified Merger Agreement
Representations shall be true and correct in all material respects. 

  
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 (h) Since the date of the Specified Merger Agreement, there shall not have been any Target
Material Adverse Effect or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Target Material Adverse Effect. 

(i) The Administrative Agent shall have received in accordance with the provisions of Section 2.2 a duly executed Committed Loan Notice.

 Each submission by the Borrower to the Administrative Agent of a Committed Loan Notice with respect to a Loan and the acceptance by the
Borrower of the proceeds of each such Loan made hereunder shall constitute a representation and warranty by the Borrower as of the Closing Date in respect of such Loan that all the conditions contained in this Section 3.2 have been satisfied.

 ARTICLE 4 - REPRESENTATIONS AND WARRANTIES 

Section 4.1 Representations and Warranties. The Borrower hereby represents and warrants in favor of the Administrative Agent and
each Lender on the Effective Date (other than with respect to Section 4.1(m)) and on the Closing Date (after giving effect to the Transactions): 

(a) Organization; Ownership; Power; Qualification. The Borrower is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation. The Borrower has the power and authority to own its properties and to carry on its business as now being and as proposed hereafter to be conducted. The Subsidiaries of the Borrower and the direct
and indirect ownership thereof as of the Effective Date are as set forth on Schedule 3 attached hereto. Except as would not reasonably be expected to have a Materially Adverse Effect, each Subsidiary of the Borrower is a
corporation, limited liability company, limited partnership or other legal entity duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has the power and authority to
own its properties and to carry on its business as now being and as proposed hereafter to be conducted. 
 (b) Authorization;
Enforceability. The Borrower has the corporate power, and has taken all necessary action, to authorize it to borrow hereunder, to execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party in
accordance with their respective terms, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Borrower and is, and each of the other Loan Documents to which the Borrower is
party is, a legal, valid and binding obligation of the Borrower and enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity. 
 (c)
Compliance with Other Loan Documents and Contemplated Transactions. The execution, delivery and performance, in accordance with their respective terms, by the Borrower of this Agreement, the Notes, and each of the other Loan Documents, and
the consummation of the transactions contemplated hereby and thereby, do not (i) require any 

  
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consent or approval, governmental or otherwise, not already obtained, (ii) violate any Applicable Law respecting the Borrower, (iii) conflict with, result in a breach of, or constitute
a default under the articles of incorporation or by-laws, as amended, of the Borrower, or under any indenture, agreement, or other instrument, including without limitation the Licenses, to which the Borrower
is a party or by which the Borrower or its respective properties is bound that is material to the Borrower and its Subsidiaries on a consolidated basis or (iv) result in or require the creation or imposition of any Lien upon or with respect to
any property now owned or hereafter acquired by the Borrower or any of the Material Subsidiaries, except for Liens permitted pursuant to Section 7.2 hereof. 

(d) Compliance with Law. The Borrower and its Subsidiaries are in compliance with all Applicable Law, except where the failure to be in
compliance therewith would not individually or in the aggregate have a Materially Adverse Effect. 
 (e) Title to Assets. The
Borrower and its Subsidiaries have good title to, or a valid leasehold interest in, all of their respective assets, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse
Effect. None of the properties or assets of the Borrower or any Material Subsidiary is subject to any Liens, except for Liens permitted pursuant to Section 7.2 hereof. 

(f) Litigation. There is no action, suit, proceeding or investigation pending against, or, to the knowledge of the Borrower, threatened
against the Borrower or any of its Subsidiaries or any of their respective properties, including without limitation the Licenses, in any court or before any arbitrator of any kind or before or by any governmental body (including, without limitation,
the FCC) that (i) calls into question the validity of this Agreement or any other Loan Document or (ii) would reasonably be expected to have a Materially Adverse Effect, other than as may be disclosed in the public filings of the Borrower
with the Securities and Exchange Commission prior to the Effective Date. 
 (g) Taxes. All Federal income, other material Federal and
material state and other tax returns of the Borrower and its Material Subsidiaries required by law to be filed have been duly filed and all Federal income, other material Federal and material state and other taxes, including, without limitation,
withholding taxes, assessments and other governmental charges or levies required to be paid by the Borrower or any of its Subsidiaries or imposed upon the Borrower or any of its Subsidiaries or any of their respective properties, income, profits or
assets, which are due and payable, have been paid, except any such taxes (i) (x) the payment of which the Borrower or any of its Subsidiaries is diligently contesting in good faith by appropriate proceedings, (y) for which adequate
reserves in accordance with GAAP have been provided on the books of such Person, and (z) as to which no Lien other than a Lien permitted pursuant to Section 7.2 hereof has attached, or (ii) which may result from audits not yet
conducted, or (iii) as to which the failure to pay would not reasonably be expected to have a Materially Adverse Effect. 
 (h)
Financial Statements. The Borrower has furnished or caused to be furnished to the Administrative Agent the audited financial statements for the Borrower and its Subsidiaries on a consolidated basis for the fiscal year ended December 31,
2020, and the consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2021 and the 

  
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related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer of the Borrower, all of
which have been prepared in accordance with GAAP and present fairly, subject, in the case of said balance sheet as at September 30, 2021, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments and the absence of footnotes, in all material respects the financial position of the Borrower and its Subsidiaries on a consolidated basis, on and as at such dates and the results of
operations for the periods then ended. As of the Effective Date, none of the Borrower or its Subsidiaries has any liabilities, contingent or otherwise, that are material to the Borrower and its Subsidiaries on a consolidated basis other than as
disclosed in the financial statements referred to in the preceding sentence or in the reports filed by the Borrower with the Securities and Exchange Commission prior to the Effective Date or the Obligations. 

(i) No Material Adverse Change. Other than as may be disclosed in the public filings of the Borrower with the Securities and Exchange
Commission prior to the Effective Date, there has occurred no event since December 31, 2020 which has had or which would reasonably be expected to have a Materially Adverse Effect. 

(j) ERISA. The Borrower and its Subsidiaries and, to the best of their knowledge, their ERISA Affiliates have fulfilled their
respective obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the currently applicable provisions of ERISA and the Code except where any failure or non-compliance would not reasonably be expected to result in a Materially Adverse Effect. 
 (k)
Compliance with Regulations U and X. The Borrower does not own or presently intend to own an amount of “margin stock” as defined in Regulations U and X (12 C.F.R. Parts 221 and 224) of the Board of Governors of the Federal Reserve
System (“margin stock”) representing twenty-five percent (25%) or more of the total assets of the Borrower, as measured on both a consolidated and unconsolidated basis. Neither the making of the Loans nor the use of proceeds thereof
will violate, or be inconsistent with, the provisions of any of the above-mentioned regulations. 
 (l) Investment Company Act. The
Borrower is not required to register under the provisions of the Investment Company Act of 1940, as amended. 
 (m) Solvency. As of
the Closing Date and after giving effect to the transactions contemplated by the Loan Documents (i) the assets and property of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the total amount of
liabilities, including contingent liabilities of the Borrower and its Subsidiaries on a consolidated basis; (ii) the capital of the Borrower and its Subsidiaries on a consolidated basis will not be unreasonably small to conduct its business as
such business is now conducted and expected to be conducted following the Closing Date; (iii) the Borrower and its Subsidiaries on a consolidated basis will not have incurred debts, or have intended to incur debts, beyond their ability to pay
such debts as they mature; and (iv) the present fair salable value of the assets and property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay their probable liabilities
(including debts) as they become absolute and matured. 

  
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For purposes of this Section, the amount of contingent liabilities at any time will be computed as the amount that, in light of all the facts and circumstances existing as such time, can
reasonably be expected to become an actual or matured liability. 
 (n) Designated Persons; Sanctions Laws and Regulations. Neither
the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any of their respective directors or officers is a Designated Person. The Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of
the Borrower, its directors, are in compliance with Anti-Corruption Laws and applicable Sanctions Laws and Regulations, in each case, in all material respects. 

(o) Beneficial Ownership Certifications. As of the Effective Date, to the best knowledge of the Borrower, the information included in
the Beneficial Ownership Certification, if any, provided to any Lender in connection with this Agreement is true and correct in all respects. 

Section 4.2 Survival of Representations and Warranties, Etc. All representations and warranties made under this Agreement and any
other Loan Document, shall be deemed to be made, and shall be true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct,
at and as of the Effective Date (other than with respect to Section 4.1(m)) and the Closing Date. All representations and warranties made under this Agreement and the other Loan Documents shall survive, and not be waived by, the execution
hereof by the Lenders and the Administrative Agent, any investigation or inquiry by any Lender or the Administrative Agent, or the making of any Advance under this Agreement. 

ARTICLE 5 - GENERAL COVENANTS 

The Borrower covenants and agrees that from and after the Effective Date and so long as any Lender shall have any commitment or obligation
hereunder or any of the Obligations (other than indemnification, reimbursement and contingent obligations for which no claim has been made) are outstanding and unpaid, unless the Majority Lenders shall otherwise give prior written consent thereto:

 Section 5.1 Preservation of Existence and Similar Matters. Except as permitted under Section 7.3 hereof or to the extent
required for the Borrower or any of its Subsidiaries to maintain its status as a REIT, the Borrower will, and will cause each of its Subsidiaries to, preserve and maintain its existence, and its material rights, franchises, licenses and privileges
in the jurisdiction of its incorporation or formation, including, without limitation, the Licenses and all other Necessary Authorizations, except where the failure to do so would not reasonably be expected to have a Materially Adverse Effect. 

Section 5.2 Compliance with Applicable Law. The Borrower will, and will cause each of its Subsidiaries to comply in all respects
with the requirements of all Applicable Law, except when the failure to comply therewith would not reasonably be expected to have a Materially Adverse Effect. 

  
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 Section 5.3 Maintenance of Properties. The Borrower will, and will cause each of
its Subsidiaries to, maintain or cause to be maintained in the ordinary course of business in good repair, working order and condition (reasonable wear and tear excepted) all properties then used or useful in their respective businesses (whether
owned or held under lease) that, individually or in the aggregate, are material to the conduct of the business of the Borrower and its Subsidiaries on a consolidated basis, except where the failure to maintain would not reasonably be expected to
have a Materially Adverse Effect. 
 Section 5.4 Accounting Methods and Financial Records. The Borrower will, and will cause
each of its Subsidiaries on a consolidated and consolidating basis to, maintain a system of accounting established and administered in accordance with generally accepted accounting principles, keep adequate records and books of account in which
complete entries will be made in accordance with generally accepted accounting principles and reflecting all transactions required to be reflected by generally accepted accounting principles, and keep accurate and complete records of their
respective properties and assets. 
 Section 5.5 Insurance. The Borrower will, and will cause each Material Subsidiary to,
maintain insurance (including self-insurance) with respect to its properties and business that are material to the conduct of the business of the Borrower and its Subsidiaries on a consolidated basis from responsible companies in such amounts and
against such risks as are customary for companies engaged in the same or similar business, with all premiums thereon to be paid by the Borrower and the Material Subsidiaries. 

Section 5.6 Payment of Taxes and Claims. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge all
Federal income, other material Federal and material state and other material taxes required to be paid by them or imposed upon them or their income or profits or upon any properties belonging to them, prior to the date on which penalties attach
thereto, which, if unpaid, might become a Lien or charge upon any of their properties (other than Liens permitted pursuant to Section 7.2 hereof); provided, however, that no such tax, assessment, charge, levy or claim need be paid
which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on the appropriate books or where the failure to pay would not reasonably be expected to
have a Materially Adverse Effect. 
 Section 5.7 Visits and Inspections. The Borrower will, and will cause each Material
Subsidiary to, permit representatives of the Administrative Agent and any of the Lenders, upon reasonable notice, to (a) visit and inspect the properties of the Borrower or any Material Subsidiary during business hours, (b) inspect and
make extracts from and copies of their respective books and records, and (c) discuss with their respective principal officers and accountants (with representatives of the Borrower participating in such discussions with their accountants) their
respective businesses, assets, liabilities, financial positions, results of operations and business prospects, all at such reasonable times and as often as reasonably requested. 

Section 5.8 Use of Proceeds. The Borrower will use the aggregate proceeds of the Advances to finance all or a portion of the
Specified Merger and to pay fees and expenses incurred in connection with the Transactions. 

  
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 Section 5.9 Maintenance of REIT Status. The Borrower will, at all times, conduct
its affairs in a manner so as to continue to qualify as a REIT and elect to be treated as a REIT under all Applicable Laws, rules and regulations until such time as the board of directors of the Borrower deems it in the best interests of the
Borrower and its stockholders not to remain qualified as a REIT. 
 Section 5.10 Senior Credit Facilities. If the provisions of
Articles 7 (Negative Covenants) and/or 8 (Default) (and the definitions of defined terms used therein) of any of the Existing Credit Agreements are proposed to be amended or otherwise modified in a manner that is more restrictive from
the Borrower’s perspective (a “Restrictive Change”), the Borrower covenants and agrees that it shall (a) provide the Lenders with written notice describing such proposed Restrictive Change promptly and in any event prior
to the effectiveness of such Restrictive Change, and (b) upon fifteen (15) Business Days prior written notice from the Majority Lenders requesting that such Restrictive Change be effected with respect to this Agreement, take such steps as
are necessary to effect a Restrictive Change with respect to this Agreement that is acceptable to the Majority Lenders and the Borrower; provided, that, in the event the Borrower fails to effect such equivalent Restrictive Change within such
fifteen (15) Business Day period, then, such Restrictive Change to such Existing Credit Agreement shall automatically be applied to this Agreement; provided, further that (i) no default or event of default would occur solely
by reason of such amendment to this Agreement or any other debt agreement of the Borrower, and (ii) such Restrictive Change shall not be made if doing so would cause the Borrower to fail to maintain, or prevent it from being able to elect, REIT
status. Notwithstanding the foregoing, any such Restrictive Change made to this Agreement hereunder shall remain in effect until such time as the applicable Existing Credit Agreement has matured or otherwise been terminated, at which point, unless
the Borrower’s Debt Ratings (or their related outlooks) have declined since the date this Agreement was executed, the Administrative Agent, Lenders and the Borrower will take such steps as are necessary to amend this Agreement to remove
entirely any such amendments made under this Section 5.10 to this Agreement; provided, however, that in the event that (A) the applicable Existing Credit Agreement has matured or otherwise been terminated, and (B) the Borrower’s
Debt Ratings (or their related outlooks) have declined since the date this Agreement was executed, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to modify such Restrictive Change with respect to its application
for the remainder of this Agreement. 
 ARTICLE 6 - INFORMATION COVENANTS 

From and after the Effective Date and so long as any Lender shall have any commitment or obligation hereunder or any of the Obligations (other
than indemnification, reimbursement and contingent obligations for which no claim has been made) are outstanding and unpaid, unless the Majority Lenders shall otherwise give prior written consent thereto, the Borrower will furnish or cause to be
furnished to the Administrative Agent at its office: 
 Section 6.1 Quarterly Financial Statements and Information. Within
forty-five (45) days after the last day of each of the first three (3) quarters of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries at the end of such quarter and as of the end of the
preceding fiscal year, and the related consolidated statement of operations and the related consolidated statement of cash flows of the Borrower and its Subsidiaries for 

  
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such quarter and for the elapsed portion of the year ended with the last day of such quarter, which shall set forth in comparative form such figures as at the end of and for such quarter and
appropriate prior period and shall be certified by the chief financial officer of the Borrower to have been prepared in accordance with generally accepted accounting principles and to present fairly in all material respects the consolidated
financial position of the Borrower and its Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end and audit adjustments; provided, that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if
necessary for the determination of compliance with Section 7.5 and 7.6, a statement of reconciliation conforming such financial statements to GAAP; provided, further, that notwithstanding anything to the contrary in this
Section 6.1, no financial statements delivered pursuant to this Section 6.1 shall be required to include footnotes. 

Section 6.2 Annual Financial Statements and Information. As soon as available, but in any event not later than the earlier of
(a) the date such deliverables are required (if at all) by the Securities and Exchange Commission and (b) one hundred twenty (120) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the
Borrower and its Subsidiaries as of the end of such fiscal year and the related audited consolidated statement of operations for such fiscal year and for the previous fiscal year, the related audited consolidated statements of cash flow and
stockholders’ equity for such fiscal year and for the previous fiscal year, which shall be accompanied by an opinion of Deloitte & Touche, LLP, or other independent certified public accountants of recognized national standing
reasonably acceptable to the Administrative Agent, together with a statement of such accountants (unless the giving of such statement is contrary to accounting practice for the continuing independence of such accountant) that in connection with
their audit, nothing came to their attention that caused them to believe that the Borrower was not in compliance with Sections 7.5 and 7.6 hereof insofar as they relate to accounting matters; provided that in the event of any change in
generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 7.5 and 7.6, a statement of reconciliation conforming
such financial statements to GAAP. 
 Section 6.3 Performance Certificates. At the time the financial statements are furnished
pursuant to Sections 6.1 and 6.2 hereof, a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries on a consolidated basis, in substantially the form
attached hereto as Exhibit E: 
 (a) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the
arithmetical calculations required to establish whether or not the Borrower was in compliance with Sections 7.5 and 7.6 hereof; and 
 (b)
stating that, to the best of his or her knowledge, no Default has occurred and is continuing as at the end of such quarterly period or year, as the case may be, or, if a Default has occurred, disclosing each such Default and its nature, when it
occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default. 

  
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 Section 6.4 Copies of Other Reports. 

(a) Promptly upon receipt thereof, copies of the management letter prepared in connection with the annual audit referred to in
Section 6.2 hereof. 
 (b) Promptly upon receipt thereof, copies of any adverse notice or report regarding any License that would
reasonably be expected to have a Materially Adverse Effect. 
 (c) From time to time and promptly upon each request, such data,
certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative
Agent or any Lender may reasonably request. 
 (d) Promptly after the sending thereof, copies of all statements, reports and other
information which the Borrower sends to public security holders of the Borrower generally or publicly files with the Securities and Exchange Commission, but solely in the event that any such statement, report or information has not been made
publicly available by the Securities and Exchange Commission on the EDGAR or similar system or by the Borrower on its internet website. 

Section 6.5 Notice of Litigation and Other Matters. Unless previously disclosed in the public filings of the Borrower with the
Securities and Exchange Commission, notice specifying the nature and status of any of the following events, promptly, but in any event not later than fifteen (15) days after the occurrence of any of the following events becomes known to the
Borrower: 
 (a) the commencement of all proceedings and investigations by or before any governmental body and all actions and proceedings
in any court or before any arbitrator against the Borrower or any of its Subsidiaries or, to the extent known to the Borrower, threatened in writing against the Borrower or any of its Subsidiaries, which would reasonably be expected to have a
Materially Adverse Effect; 
 (b) any material adverse change with respect to the business, assets, liabilities, financial position, results
of operations or business prospects of the Borrower and its Subsidiaries, taken as a whole, other than changes which have not had and would not reasonably be expected to have a Materially Adverse Effect and other than changes in the industry in
which the Borrower or any of its Subsidiaries operates or the economy or business conditions in general; 
 (c) any Default, giving a
description thereof and specifying the action proposed to be taken with respect thereto; and 
 (d) the commencement or threatened
commencement of any litigation regarding any Plan or naming it or the trustee of any such Plan with respect to such Plan or any action taken by the Borrower or any of its Subsidiaries or any ERISA Affiliate of the Borrower to withdraw or partially
withdraw from any Plan or to terminate any Plan, that in each case would reasonably be expected to have a Materially Adverse Effect. 

  
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 Section 6.6 Certain Electronic Delivery; Public Information. Documents required
to be delivered pursuant to this Section 6 (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 4; or (ii) on which
such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative
Agent); provided that the Administrative Agent shall receive notice (by telecopier or electronic mail) of the posting of any such documents and shall be provided access (by electronic mail) to electronic versions (i.e., soft copies) of
such documents. 
 The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials
and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”)
and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or
the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be
made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials
“PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect
to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute confidential information, they shall be treated as set forth in
Section 11.18); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint
Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing,
(1) the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC” and (2) the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly
that any such document contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Loans. 

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 communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws. 

  
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 Section 6.7 Know Your Customer Information. Upon a merger or consolidation
pursuant to Section 7.3(b), the Borrower or the surviving corporation into which the Borrower is merged or consolidated shall deliver for the benefit of the Lenders and the Administrative Agent, such other documents as may reasonably be
requested in connection with such merger or consolidation, including, without limitation, information in respect of “know your customer” and similar requirements, an incumbency certificate and an opinion of nationally recognized
independent counsel, or other independent counsel reasonably satisfactory to the Majority Lenders, to the effect that all agreements or instruments effecting the assumption of the Obligations of the Borrower under the Notes, this Agreement and the
other Loan Documents pursuant to the terms of Section 7.3(b) are enforceable in accordance with their terms and comply with the terms hereof. 

Section 6.8 Additional Requested Information. Promptly upon request, information and documentation reasonably requested by the
Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. 

ARTICLE 7 - NEGATIVE COVENANTS 

The Borrower covenants and agrees that from and after the Effective Date and so long as any Lender shall have any commitment or obligation
hereunder or any of the Obligations (other than indemnification, reimbursement and contingent obligations for which no claim has been made) are outstanding and unpaid, unless the Majority Lenders shall otherwise give prior written consent thereto:

 Section 7.1 Indebtedness; Guaranties of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of
its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness (including, without limitation, any Guaranty) except: 

(a) Indebtedness existing on the date hereof and disclosed in the public filings of the Borrower with the Securities and Exchange Commission
and any refinancing, extensions, renewals and replacements (including through open market purchases and tender offers) of any such Indebtedness that do not (i) increase the outstanding principal amount and any existing commitments not utilized
thereunder, or accreted value thereof (or, in the case of open market purchases and tender offers, exceed the current market value thereof) plus any accrued interest thereon, the amount of any premiums and any costs and expenses incurred to effect
such refinancing, extension, renewal or replacement, (ii) result in an earlier maturity date or decrease the weighted average life thereof or (iii) change the direct or any contingent obligor with respect thereto; 

(b) Indebtedness owed to the Borrower or any of its Subsidiaries; 

  
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 (c) Indebtedness existing at the time a Subsidiary of the Borrower (not having previously
been a Subsidiary) (i) becomes a Subsidiary of the Borrower or (ii) is merged or consolidated with or into a Subsidiary of the Borrower and any refinancing, extensions, renewals and replacements (including through open market purchases and
tender offers) of any such Indebtedness that do not (x) increase the outstanding principal amount, including any existing commitments not utilized thereunder, or accreted value thereof (or, in the case of open market purchases and tender
offers, exceed the current market value thereof) plus any accrued interest thereon, the amount of any premiums and any costs and expenses incurred to effect such refinancing, extension, renewal or replacement or (y) result in an earlier
maturity date or decrease the weighted average life thereof; provided that such Indebtedness is not created in contemplation of such merger or consolidation; 

(d) Indebtedness secured by Permitted Liens; 

(e) Capitalized Lease Obligations; 

(f) obligations under Hedge Agreements; provided that such Hedge Agreements shall not be speculative in nature; 

(g) Indebtedness of Subsidiaries of the Borrower, so long as (i) no Default exists or would be caused thereby and (ii) the principal
outstanding amount of such Indebtedness at the time of its incurrence does not exceed (when taken together with the principal outstanding amount at such time of Indebtedness incurred under Section 7.1(i) hereof (or portion thereof) that is
guaranteed by any Subsidiary of the Borrower), in the aggregate, the greater of (x) $3,500,000,000 and (y) fifty percent (50%) of Adjusted EBITDA of the Borrower and its Subsidiaries on a consolidated basis as of the last day of the most
recently completed fiscal quarter; 
 (h) Indebtedness under (i) each Existing ABS Facility and (ii) any additional ABS Facilities
entered into by the Borrower or any of its Subsidiaries (including any increase of any Existing ABS Facility) so long as, in each case after giving pro forma effect to such ABS Facility, the Borrower is in compliance with Sections 7.5 and 7.6
hereof; 
 (i) (i) Indebtedness under the Loan Documents and (ii) other Indebtedness of the Borrower so long as, in each case after
giving pro forma effect to such other Indebtedness, the Borrower is in compliance with Sections 7.5 and 7.6 hereof; 
 (j) Guaranties by the
Borrower of any of the foregoing except for the Indebtedness set forth under Section 7.1(h) hereof; 
 (k) Guaranties by any Subsidiary
of the Borrower of any of the foregoing except for the Indebtedness set forth under Section 7.1(h) hereof; provided that there shall be no prohibition against Guaranties by any Subsidiaries of the Borrower that (i) are special purposes
entities directly involved in any ABS Facilities and (ii) have no material assets other than the direct or indirect Ownership Interests in special purpose entities directly involved in such ABS Facilities; provided further that the principal
outstanding amount of any Indebtedness set forth in Section 7.1(i) hereof (or portion thereof) that is guaranteed by any Subsidiary of the Borrower shall not exceed (when taken together with the principal outstanding amount at such time of
Indebtedness incurred under Section 7.1(g) hereof), in the aggregate, the greater of (x) $3,000,000,000 and (y) fifty percent (50%) of Adjusted EBITDA of the Borrower and its Subsidiaries on a consolidated basis as of the last day of the
most recently completed fiscal quarter; 

  
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 (l) In respect of Subsidiaries of the Borrower that are owned by the Borrower and one or
more joint venture partners, Indebtedness of such Subsidiaries owed to such joint venture partners; and 
 (m) Unsecured Indebtedness
incurred by the Borrower to finance all or a portion of the Specified Merger. 
 For purposes of determining compliance with this Section 7.1, (A) if
an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Borrower, in its sole discretion, shall classify such item of Indebtedness and only be required to include the amount and type of such
Indebtedness in one of such clauses, although the Borrower may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of
such item of Indebtedness in any manner that complies with this Section 7.1 and (B) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect
thereof determined in conformity with GAAP. 
 Section 7.2 Limitation on Liens. The Borrower shall not, and shall not permit any
of its Subsidiaries to, create, assume, incur or permit to exist or to be created, assumed, incurred or permitted to exist, directly or indirectly, any Lien on any of its properties or assets, whether now owned or hereafter acquired, except for
(i) Liens securing the Obligations (if any), (ii) Permitted Liens, and (iii) Liens securing Indebtedness permitted under Section 7.1(a) (but only if and to the extent such Indebtedness (or the Indebtedness which was refinanced,
extended, renewed or replaced) is secured as of the date hereof), Section 7.1(c) (but only if and to the extent such Indebtedness (or the Indebtedness which was refinanced, extended, renewed or replaced) is secured as of the date the Subsidiary
that incurred such Indebtedness became a Subsidiary of the Borrower), Section 7.1(g), Section 7.1(h) or Section 7.1(k). 

Section 7.3 Liquidation, Merger or Disposition of Assets. 

(a) Disposition of Assets. The Borrower shall not, and shall not permit any of its Subsidiaries to, at any time sell, lease, abandon,
or otherwise dispose of any assets (other than assets disposed of in the ordinary course of business), except for (i) the transfer of assets among the Borrower and its Subsidiaries (excluding Subsidiaries of such Persons described in clause
(b) of the definition of “Subsidiary” if the requirements of clause (a) thereof are not otherwise met) or the transfer of assets between or among the Borrower’s Subsidiaries (excluding Subsidiaries of such Persons
described in clause (b) of the definition of “Subsidiary” if the requirements of clause (a) thereof are not otherwise met), (ii) the transfer of assets by the Borrower or any of its Subsidiaries to Unrestricted
Subsidiaries representing an amount not to exceed, in any given fiscal year, fifteen percent (15%) of Adjusted EBITDA of the Borrower and its Subsidiaries on a consolidated basis as of the last day of the immediately preceding fiscal year, but in
aggregate for the period commencing on the Effective Date and ending of the date of 

  
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such transfer, not more than twenty-five percent (25%) of Adjusted EBITDA of the Borrower and its Subsidiaries on a consolidated basis as of the last day of the fiscal year immediately preceding
the date of such transfer, or (iii) the disposition of assets for fair market value so long as no Default exists or will be caused to occur as a result of such disposition; provided that, in respect of this clause (iii), the fair market
value of all such assets disposed of by the Borrower and its Subsidiaries during any fiscal year shall not exceed fifteen percent (15%) of Consolidated Total Assets as of the last day of the immediately preceding fiscal year. For the avoidance of
doubt, cash and cash equivalents shall not be considered assets subject to the provisions of this Section 7.3(a). 
 (b) Liquidation
or Merger. The Borrower shall not, at any time, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation, other than (i) a merger or consolidation among the
Borrower and one or more of its Subsidiaries; provided, however, that the Borrower is the surviving Person, (ii) in connection with an Acquisition permitted hereunder effected by a merger in which the Borrower is the surviving
Person, or (iii) a merger or consolidation (including, without limitation, in connection with an Acquisition permitted hereunder) among the Borrower, on the one hand, and any other Person (including, without limitation, an Affiliate), on the
other hand, where the surviving Person (if other than the Borrower) (A) is a corporation, partnership, or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of
Columbia and (B) on the effective date of such merger or consolidation expressly assumes, by supplemental agreement, executed and delivered to the Administrative Agent, for itself and on behalf of the Lenders, in form and substance reasonably
satisfactory to the Majority Lenders, all the Obligations of the Borrower under the Notes, this Agreement and the other Loan Documents; provided, however, that, in each case, no Default exists or would be caused thereby. 

Section 7.4 Restricted Payments. The Borrower shall not, and shall not permit any of its Subsidiaries to, make any Restricted
Payments; provided, however that the Borrower and its Subsidiaries may make any Restricted Payments so long as no Default exists or would be caused thereby, and, provided, further that, (a) for so long as the
Borrower is a REIT, during the continuation of a Default, the Borrower and its Subsidiaries may make any Restricted Payments provided they do not exceed in the aggregate for any four consecutive fiscal quarters of the Borrower occurring from and
after September 30, 2013, (i) 95% of Funds From Operations for such four fiscal quarter period, or (ii) such greater amount as may be required to comply with Section 5.9 or to avoid the imposition of income or excise taxes on the
Borrower, and (b) the Borrower may make any Restricted Payment required to comply with Section 5.9, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of section 857(a)(2)(B) of the Code, or
any successor provision, or to avoid the imposition of any income or excise taxes. 
 Section 7.5 Senior Secured Leverage Ratio.
As of the end of each fiscal quarter, the Borrower shall not permit the ratio of (i) Senior Secured Debt on such calculation date to (ii) Adjusted EBITDA, as of the last day of such fiscal quarter, to be greater than 3.00 to
1.00. 
 Section 7.6 Total Borrower Leverage Ratio. 

  
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 As of the end of each fiscal quarter ending on or after the Closing Date, the Borrower shall
not permit the ratio of (a) Total Debt on such calculation date to (b) Adjusted EBITDA, as of the last day of such fiscal quarter to be greater than 6.00 to 1.00; provided that, for any such date occurring after a Qualified
Acquisition (as defined below) and on or prior to the last day of the fourth full fiscal quarter of the Borrower after the consummation of such Qualified Acquisition, the Borrower will not permit such ratio as of such date to exceed 7.50 to 1.00
(the “Qualified Acquisition Step Up”) so long as the Qualified Acquisition Step Up did not apply in the immediately preceding fiscal quarter. 

“Qualified Acquisition” shall mean an Acquisition by the Borrower or any Subsidiary which has been designated to the Lenders
by an authorized officer of the Borrower as a “Qualified Acquisition” so long as, on a pro forma basis after giving effect to such Acquisition, the ratio of Total Debt to Adjusted EBITDA as of the last day of the most recently ended fiscal
quarter of the Borrower (for which financial statements have been delivered pursuant to Section 6.1 or 6.2) prior to such acquisition would be no less than 5.50 to 1.00; provided that (i) 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 ratio of Total Debt to Adjusted EBITDA as of the last day of the most recently ended fiscal
quarter of the Borrower (for which financial statements have been delivered pursuant to Section 6.1 or 6.2) prior to the consummation of such Acquisition was no greater than 6.00 to 1.00, (ii) the aggregate consideration for such Acquisition
(including the aggregate principal amount of any Indebtedness assumed thereby) is equal to or greater than $850,000,000 and (iii) the Specified Merger shall constitute a “Qualified Acquisition” for all purposes hereunder. 

Section 7.7 [Reserved]. 

Section 7.8 Affiliate Transactions. Except (i) as specifically provided herein (including, without limitation, Sections 7.1,
7.3 and 7.4 hereof), (ii) investments of cash and cash equivalents in Unrestricted Subsidiaries, and (iii) as may be disclosed in the public filings of the Borrower with the Securities and Exchange Commission prior to the Effective Date, the
Borrower shall not, and shall not permit any of its Subsidiaries to, at any time engage in any transaction with an Affiliate, other than between or among the Borrower and/or any Subsidiaries of the Borrower or in the ordinary course of business, or
make an assignment or other transfer of any of its properties or assets to any Affiliate, in each case on terms less advantageous in any material respect to the Borrower or such Subsidiary than would be the case if such transaction had been effected
with a non-Affiliate. 
 Section 7.9 Restrictive Agreements. The Borrower shall not, nor
shall the Borrower permit any of its Material Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Material
Subsidiary of the Borrower to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Material Subsidiary of the Borrower; provided that
(i) the foregoing shall not apply to restrictions and conditions imposed by Applicable Law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions contained in agreements relating to the sale of a
Material Subsidiary of the Borrower pending such sale; provided that such restrictions and conditions apply only to the Material Subsidiary that is to be sold and such sale 

  
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is permitted hereunder, (iii) the foregoing shall not apply to restrictions and conditions contained in any instrument governing Indebtedness or Ownership Interests of a Person acquired by
the Borrower or any of its Material Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred, or such Ownership Interests were issued, in connection with or in contemplation of such acquisition),
which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings of those instruments; provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings, taken as whole, are not materially more restrictive than the encumbrances or restrictions contained in instruments as in effect on the date of acquisition, (iv) the foregoing shall not apply to restrictions and
conditions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business, (v) the foregoing shall not apply to restrictions and conditions imposed on the
transfer of copyrighted or patented materials or other intellectual property and customary provisions in agreements that restrict the assignment of such agreements or any rights thereunder, (vi) the foregoing shall not apply to restrictions and
conditions imposed by contracts or leases entered into in the ordinary course of business by the Borrower or any of its Material Subsidiaries with such Person’s customers, lessors or suppliers and (vii) the foregoing shall not apply to
restrictions and conditions imposed upon the “borrower”, “issuer”, “guarantor”, “pledgor” or “lender” entities under ABS Facilities permitted under Section 7.1(h) hereof or which arise in
connection with any payment default regarding Indebtedness otherwise permitted under Section 7.1 hereof. 
 Section 7.10 Use of
Proceeds. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, use the proceeds of any Loan directly, or to the Borrower’s knowledge indirectly, to fund any operations in, finance any investments or activities
in, or make any payments to a Designated Person or a Sanctioned Country, in material violation of Anti-Corruption Laws or in any manner that would result in the violation by any party hereto of any Sanctions Laws and Regulations. 

ARTICLE 8 - DEFAULT 

Section 8.1 Events of Default. Each of the following shall constitute an Event of Default, whatever the reason for such event and
whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any governmental or non-governmental body:

 (a) any representation or warranty made under this Agreement shall prove to be incorrect in any material respect when made or deemed to
be made pursuant to Section 4.2 hereof; 
 (b) the Borrower shall default in the payment of (i) any interest hereunder or under
any of the Notes or fees or other amounts payable to the Lenders and the Administrative Agent under any of the Loan Documents, or any of them, when due, and such Default shall not be cured by payment in full within five (5) Business Days from
the due date or (ii) any principal hereunder or under any of the Notes when due; 

  
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 (c) the Borrower or any Material Subsidiary, as applicable, shall default in the performance
or observance of any agreement or covenant contained in Sections 5.1 (as to the existence of the Borrower), 5.8, 5.10, 7.1, 7.2, 7.3, 7.4, 7.5, 7.6 and 7.9 hereof; 

(d) the Borrower or any of its Subsidiaries, as applicable, shall default in the performance or observance of any other agreement or covenant
contained in this Agreement not specifically referred to elsewhere in this Section 8.1, and such default shall not be cured within a period of thirty (30) days (or with respect to Sections 5.3, 5.4, 5.5, 5.6, 6.4, 6.5 and 7.8 hereof, such
longer period not to exceed sixty (60) days if such default is curable within such period and the Borrower is proceeding in good faith with all diligent efforts to cure such default) from the later of (i) occurrence of such Default and
(ii) the date on which such Default became known to the Borrower; 
 (e) there shall occur any default in the performance or observance
of any agreement or covenant or breach of any representation or warranty contained in any of the Loan Documents (other than this Agreement or as otherwise provided in this Section 8.1) by the Borrower, which shall not be cured within a period
of thirty (30) days (or such longer period not to exceed sixty (60) days if such default is curable within such period and the Borrower is proceeding in good faith with all diligent efforts to cure such default) from the date on which such
default became known to the Borrower; 
 (f) there shall be entered and remain unstayed a decree or order for relief in respect of the
Borrower or any Material Subsidiary Group under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable Federal or state bankruptcy law or other similar law, or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or similar official of the Borrower or any Material Subsidiary Group, or of any substantial part of their respective properties, or ordering the winding-up or
liquidation of the affairs of the Borrower or any Material Subsidiary Group; or an involuntary petition shall be filed against the Borrower or any Material Subsidiary Group, and (i) such petition shall not be diligently contested, or
(ii) any such petition shall continue undismissed or unstayed for a period of ninety (90) consecutive days; 
 (g) the Borrower or
any Material Subsidiary Group shall file a petition, answer or consent seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable Federal or state bankruptcy law or other similar law, or
the Borrower or any Material Subsidiary Group shall consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment or taking of possession of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Borrower or any Material Subsidiary Group or of any substantial part of their respective properties, or the Borrower or any Material Subsidiary Group shall fail generally to pay their respective debts as
they become due or shall be adjudicated insolvent; or the Borrower or any Material Subsidiary Group shall take any action in furtherance of any such action; 

  
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 (h) a judgment not covered by insurance or indemnification, where the indemnifying party has
agreed to indemnify and is financially able to do so, shall be entered by any court against the Borrower or any Material Subsidiary Group for the payment of money which exceeds singly, or in the aggregate with other such judgments, $600,000,000, or
a warrant of attachment or execution or similar process shall be issued or levied against property of the Borrower or any Material Subsidiary Group which, together with all other such property of the Borrower or any Material Subsidiary Group subject
to other such process, exceeds in value $600,000,000 in the aggregate, and if, within thirty (30) days after the entry, issue or levy thereof, such judgment, warrant or process shall not have been paid or discharged or stayed pending appeal or
removed to bond, or if, after the expiration of any such stay, such judgment, warrant or process, shall not have been paid or discharged or removed to bond; 

(i) except to the extent that would not reasonably be expected to have a Materially Adverse Effect collectively or individually,
(i) there shall be at any time any “accumulated funding deficiency,” as defined in ERISA or in Section 412 of the Code, with respect to any Plan maintained by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or to
which the Borrower, any of its Subsidiaries or any ERISA Affiliate has any liabilities, or any trust created thereunder; (ii) a trustee shall be appointed by a United States District Court to administer any such Plan; (iii) PBGC shall
institute proceedings to terminate any such Plan; (iv) the Borrower, any of its Subsidiaries or any ERISA Affiliate shall incur any liability to PBGC in connection with the termination of any such Plan; or (v) any Plan or trust created
under any Plan of the Borrower, any of its Subsidiaries or any ERISA Affiliate shall engage in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject any such
Plan, any trust created thereunder, any trustee or administrator thereof, or any party dealing with any such Plan or trust to material tax or penalty on “prohibited transactions” imposed by Section 502 of ERISA or Section 4975 of
the Code; 
 (j) there shall occur (i) any acceleration of the maturity of any Indebtedness of the Borrower or any Material Subsidiary
in an aggregate principal amount exceeding $600,000,000, or, as a result of a failure to comply with the terms thereof, such Indebtedness shall otherwise have become due and payable prior to its scheduled maturity; or (ii) any failure to make
any payment when due (after any applicable grace period) with respect to any Indebtedness of the Borrower or any Material Subsidiary (other than the Obligations) in an aggregate principal amount exceeding $600,000,000; 

(k) any material Loan Document or any material provision thereof, shall at any time and for any reason be declared by a court of competent
jurisdiction to be null and void, or a proceeding shall be commenced by the Borrower seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or the Borrower shall deny that
it has any liability or obligation for the payment of principal or interest purported to be created under any Loan Document (other than in accordance with its terms); or 

(l) there shall occur any Change of Control.  

  
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 Section 8.2 Remedies. 

(a) If an Event of Default specified in Section 8.1 (other than an Event of Default under Section 8.1(f) or (g) hereof) shall
have occurred and shall be continuing, the Administrative Agent, at the request of the Majority Lenders but subject to Section 9.3 hereof, shall declare the principal of and interest on the Loans and the Notes, if any, and all other amounts
owed to the Lenders and the Administrative Agent under this Agreement, the Notes and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived,
anything in this Agreement, the Notes or any other Loan Document to the contrary notwithstanding. 
 (b) Upon the occurrence and continuance
of an Event of Default specified in Section 8.1(f) or (g) hereof, (i) all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable
and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, all without any action by the Administrative Agent, the Lenders, the Majority Lenders or any of them and/or (ii) the Administrative Agent, at
the request of the Majority Lenders but subject to Section 9.3 hereof, shall declare that the Commitments are terminated, whereupon the Commitments and the obligation of each Lender to make any Loan hereunder shall immediately terminate, in
each case of clauses (i) and (ii), without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in the other Loan Documents to the contrary notwithstanding. 

(c) Upon acceleration of the Loans, as provided in Section 8.2(a) or (b) hereof, the Administrative Agent and the Lenders shall have
all of the post-default rights granted to them, or any of them, as applicable under the Loan Documents and under Applicable Law. 
 (d) The
rights and remedies of the Administrative Agent and the Lenders hereunder shall be cumulative, and not exclusive. 
 Section 8.3
Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders or otherwise
received by any of such Persons shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ reasonable costs and
expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, all amounts under Section 11.2(b) hereof; second, to the Administrative Agent for any fees hereunder or under any
of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for the payment of any unpaid interest which may
have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth, to the Lenders pro rata until all Loans have been paid in full, for the payment of the Loans; fifth, to the
Lenders pro rata on the basis of their respective unpaid amounts, for the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Law. 

  
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 ARTICLE 9 - THE ADMINISTRATIVE AGENT 

Section 9.1 Appointment and Authorization. Each of the Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof
or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third
party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship
between contracting parties. 
 Section 9.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or
in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to
the Lenders or to provide notice or consent of the Lenders with respect thereto. 
 Section 9.3 Exculpatory Provisions. The
Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the
Administrative Agent 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 as directed in writing by the Majority Lenders (or
such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or
that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and 

  
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 (c) shall not have any duty 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 the Borrower or any of its Affiliates, that is communicated to or
obtained by or in the possession of the Person serving as the Administrative Agent or any of its Affiliates in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative
Agent herein. 
 The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the
request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.11 and
8.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any
Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower or a Lender. 
 The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or
the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in
Article 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

Section 9.4 Reliance by Administrative Agent; Delegation. The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice (including telephonic or electronic notices and any Committed Loan Notice and Notice of Loan Prepayment), request, certificate, consent, statement, instrument, document or other writing (including any
electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement
made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan 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 Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts. 

  
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 The Administrative Agent may perform any and all of its duties and exercise its rights and
powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Related Parties. The exculpatory provisions of this Article 9 shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the
selection of such sub-agents. 
 Section 9.5 Resignation of Administrative Agent.
(a) 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 Majority Lenders shall have the right to appoint a successor, which shall
(i) be a bank with (A) an office in the United States, or an Affiliate of a bank with an office in the United States, and (B) combined capital and reserves in excess of $250,000,000 (clauses (A) and (B) together, the
“Agent Qualifications”) and (ii) so long as no Event of Default is continuing, be reasonably acceptable to Borrower. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such
appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on
behalf of the Lenders and in consultation with the Borrower, appoint a successor Administrative Agent meeting the Agent Qualifications. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such
notice on the Resignation Effective Date. 
 (b) If the Person serving as Administrative Agent has, (i) become the subject of a
voluntary proceeding under any bankruptcy or other debtor relief law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business
or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any voluntary or involuntary proceeding under any bankruptcy or other debtor relief law or any such
appointment, the Majority 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 appoint a successor Administrative Agent meeting the Agent
Qualifications and which, so long as no Event of Default is continuing, is reasonably acceptable to Borrower. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty
(30) days (or such earlier day as shall be agreed by the Majority Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 

(c) With effect from, as applicable, the Resignation Effective Date or the Removal Effective Date (1) the retiring 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 as the 

  
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Majority Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 2.12 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 Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and
Sections 11.2 and 11.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any
actions taken or omitted to be taken by any of them (i) while the retiring 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. 

Section 9.6 Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly
acknowledges that none of the Administrative Agent or any Joint Lead Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Joint Lead Arranger hereafter taken, including any consent to, and
acceptance of any assignment or review of the affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Joint Lead Arranger to any Lender as to any matter,
including whether the Administrative Agent or any Joint Lead Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent, any Joint Lead Arranger or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the
business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, and all applicable bank or other regulatory Applicable 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, any Joint Lead Arranger or any other
Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own 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 Borrower. Each Lender represents and warrants that (i) 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


  
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 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. 
 Section 9.7 Indemnification. The Lenders severally, and not jointly, agree to
indemnify the Administrative Agent (to the extent not reimbursed by the Borrower but without affecting the Borrower’s obligations with respect thereto) pro rata, from and against any and all liabilities, obligations, losses (other than the loss
of principal, interest and fees hereunder in the event of a bankruptcy or out-of-court ‘work-out’ of the Loans), damages, penalties, actions, judgments, suits, or reasonable out-of-pocket costs, expenses (including, without limitation,
fees and disbursements of experts, agents, consultants and counsel), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this
Agreement, any other Loan Document, or any other document contemplated by this Agreement or any other Loan Document or any action taken or omitted by the Administrative Agent under this Agreement, any other Loan Document, or any other document
contemplated by this Agreement, except that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, or reasonable out-of-pocket costs, expenses or
disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent as determined by a final, non-appealable judicial order of a court having jurisdiction over the subject matter. 

Section 9.8 No Responsibilities of the Agents. Notwithstanding any provision to the contrary contained elsewhere herein or in any
other Loan Document, the Syndication Agents, the Joint Lead Arrangers and the Joint Bookrunners (as set forth on the cover page hereof) shall not have any duties or responsibilities, nor shall the Syndication Agents or any of the Joint Lead
Arrangers or Joint Bookrunners have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any
other Loan Document or otherwise exist against the Syndication Agents or any of the Joint Lead Arrangers or Joint Bookrunners. 

Section 9.9 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law
or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.4, 11.2 and 11.5) allowed in such judicial proceeding;
and 

  
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 (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.4, 11.2 and 11.5.

 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. 

Section 9.10 Lender 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 not, for the avoidance of doubt, to or for the benefit of the Borrower, 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 Loans, the Commitments 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 involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain
transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is
applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, 

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments


  
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and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or 

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender. 
 (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 not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved
in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this
Agreement, any Loan Document or any documents related hereto or thereto). 
 Section 9.11 Erroneous Payments. 

(a) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has
determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and
collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than two
Business Days thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date
such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for
value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 9.11 shall be conclusive, absent manifest error. 

  
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 (b) Each Lender hereby further agrees that if it receives a Payment from the
Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a
“Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such
case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but
in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day
from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation from time to time in effect. 
 (c) The Borrower hereby agrees that (x) in the
event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such
amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower. 

(d) Each party’s obligations under this Section 9.11 shall survive the resignation or replacement of the Administrative Agent or any
transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document. 

ARTICLE 10 - CHANGES IN CIRCUMSTANCES 

AFFECTING EUROCURRENCY LOANS AND INCREASED COSTS 

Section 10.1 Alternate Rate of Interest. 

(a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 10.1, if prior to the commencement of any Interest Period for
a Eurocurrency Rate Loan: 
 (i) the Administrative Agent determines (which determination shall be conclusive absent manifest
error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period;
provided that no Benchmark Transition Event shall have occurred at such time; or 
 (ii) the Administrative Agent is advised
by the Majority Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans (or its Loan) included in such
borrowing for such Interest Period; 

  
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 then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone,
telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any notice of Conversion or
Continuation that requests the conversion of any Loan to, or continuation of any Loan as, a Eurocurrency Rate Loan shall be ineffective and (B) if any Committed Loan Notice requests a Eurocurrency Rate Loan, such borrowing shall be made as a
Base Rate Loan. 
 (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an
Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark
Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and
under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark
Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any
Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action
or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.

 (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if
a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current
Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan
Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required
to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. 
 (d) In connection with the
implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any
amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. 

(e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a
Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any
Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a 

  
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 Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark
Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 10.1, including any determination with respect to a tenor,
rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent
manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 10.1. 

(f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the
implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing
that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a
Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of
“Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. 
 (g) Upon the
Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurocurrency Rate Loan of, conversion to or continuation of Eurocurrency Rate Loans to be made, converted or
continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or
at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the
Base Rate. 
 For purposes of this Section 10.1: 

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any
tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including,
for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 10.1. 

 

  
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 “Benchmark” means, initially, LIBO Rate; provided that if a Benchmark
Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current Benchmark, then
“Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 10.1. 

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be
determined by the Administrative Agent for the applicable Benchmark Replacement Date: 
 (1) the sum of: (a) Term SOFR and (b) the
related Benchmark Replacement Adjustment; 
 (2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement
Adjustment; 
 (3) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as
the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant
Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time and (b) the
related Benchmark Replacement Adjustment; 
 provided that, in the case of clause (1), such Unadjusted Benchmark Replacement
is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, notwithstanding anything to the contrary in
this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and
shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above). 

If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark
Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. 
 “Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark
Replacement: 
 (1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative
set forth in the order below that can be determined by the Administrative Agent: 
 (a) the spread adjustment, or method for calculating or
determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body
for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; 
 (b)
the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the
ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and 

  
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 (2) for purposes of clause (3) of the definition of “Benchmark Replacement,”
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor
giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement
by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for
the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities; 

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that
publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion. 

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest,
timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides
in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement
exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). 

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

 (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of
the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all
Available Tenors of such Benchmark (or such component thereof); 
 (2) in the case of clause (3) of the definition of “Benchmark
Transition Event,” the date of the public statement or publication of information referenced therein; 
 (3) in the case of a Term SOFR
Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and the Borrower pursuant to Section 10.1(c); or 

  
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 (4) in the case of an Early Opt-in Election, the
sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth
(5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders
comprising the Majority Lenders. 
 For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs
on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement
Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such
Benchmark (or the published component used in the calculation thereof). 
 “Benchmark Transition Event” means the
occurrence of one or more of the following events with respect to the then-current Benchmark: 
 (1) a public statement or publication of
information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such
component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); 

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component)
has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide any Available Tenor of such Benchmark (or such component thereof); or 
 (3) a public statement or publication of information by
the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative. 

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public
statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). 

  
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 “Benchmark Unavailability Period” means the period (if any) (x)
beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any
Loan Document in accordance with Section 10.1 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 10.1. 

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including
overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor. 

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being
established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative
Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion. 

“Early Opt-in Election” means, if the then-current Benchmark is LIBO
Rate, the occurrence of: 
  

	 	(1)	 a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to
notify) each of the other parties hereto that at least five currently outstanding dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term
SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and 



 

	 	(2)	 the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBO Rate and the
provision by the Administrative Agent of written notice of such election to the Lenders. 


 “Floor” shall
mean the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement, or otherwise) with respect to the Eurocurrency Rate. 

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or
any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor
thereto. 
 “Reference Time” with respect to any setting of the then-current Benchmark shall mean (1) if such
Benchmark is LIBO Rate, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate, the time determined by the Administrative Agent in its reasonable
discretion. 

  
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 “Relevant Governmental Body” means the Federal Reserve Board or the NYFRB,
or a committee officially endorsed or convened by the Federal Reserve Board or the NYFRB, or any successor thereto. 

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such
Business Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day. 

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate). 

“SOFR Administrator’s Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor
source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. 
 “Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body. 

“Term SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a
Term SOFR Transition Event. 
 “Term SOFR Transition Event” means the determination by the Administrative Agent that
(a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 10.1 that is not Term SOFR. 

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark
Replacement Adjustment. 
 Section 10.2 Illegality. If, after the date hereof, the adoption of any Applicable Law, or any change
in any Applicable Law (whether adopted before or after the Effective Date), or any change in interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender with any directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender to make, maintain or fund its portion of
such Eurocurrency Rate Loans, such Lender shall so notify the Administrative Agent, and the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower. Before giving any notice to the Administrative Agent pursuant
to this Section 10.2, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to
such Lender. Upon receipt of such notice, notwithstanding anything contained in Article 2 hereof, the Borrower shall prepay in full such Eurocurrency Rate Loan or Convert such Eurocurrency Rate Loan to a Base Rate Loan, either (a) on the last
day of the then current Interest Period applicable to such affected Eurocurrency Rate Loan if such Lender may lawfully maintain and fund its portion of such Eurocurrency Rate Loan or (b) immediately if such Lender may not lawfully continue to fund
and maintain its portion of such affected Eurocurrency Rate Loan to such day. 

  
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 Section 10.3 Increased Costs and Additional Amounts. 

(a) If after the date hereof, the adoption of any Applicable Law, or any change in any Applicable Law (whether adopted before or after the
Effective Date), or any interpretation or change in interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Lender with
any directive issued after the Effective Date (whether or not having the force of law) of any such authority, central bank or comparable agency: 

(i) shall subject any Lender to any Tax with respect to its obligation to make its portion of Eurocurrency Rate Loans, or its
portion of other Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its portion of Eurocurrency Rate Loans or in respect of any other amounts due under this Agreement, or its obligation to
make its portion of Advances (except for changes with respect to Taxes imposed on the revenues or net income of such Lender, and except for any Taxes referred to in Section 10.3(b) hereof); or 

(ii) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors
of the Federal Reserve System, but excluding any included in an applicable Eurocurrency Reserve Percentage), special deposit, capital adequacy or liquidity, assessment or other requirement or condition against assets of, deposits with or for the
account of, or commitments or credit extended by, any Lender or shall impose on any Lender or the London interbank borrowing market any other condition affecting its obligation to make its portion of such Eurocurrency Rate Loans or its portion of
existing Advances; 
 and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any of its portion of such
Eurocurrency Rate Loans, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note, if any, with respect thereto, then, within ten (10) days after demand by such Lender, the Borrower agrees
to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-Tax basis for such increased costs; 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 enacted,
adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. 

  
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 (b) Except as required by Applicable Law, all payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income or other similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority (“Taxes”). If any Taxes are required by Applicable Law to be withheld or deducted from any such payment, the Borrower shall pay such additional amounts as may be
necessary to ensure that the net amount actually received by a Lender after such withholding or deduction is equal to the amount that the Lender would have received had no such withholding or deduction been required; provided, however,
that the Borrower shall not be required to increase any such amounts payable to any Lender if such Lender fails to comply with the requirements of Section 2.12 hereof, provided, further, that the Borrower
shall not be required to pay any additional amounts in respect of Taxes imposed under FATCA, provided, further, that the Borrower shall not be required to pay any U.S. withholding Taxes imposed on amounts payable to or for the
account of any Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or (ii) such Lender changes its lending
office (including due to the exercise of Lender’s option pursuant to Section 2.2(d)), except, in each case, to the extent that, pursuant to this Section 10.3, 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, provided, further, that the Borrower shall not be
required to pay any additional amounts in respect of Taxes imposed on a Lender by reason of any connection between the Lender and the taxing jurisdiction other than a connection that is solely attributable to executing, delivering, performing or
enforcing this Agreement and receiving payments hereunder. Whenever any Taxes are payable by the Borrower pursuant to this Section 10.3(b), as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Taxes as required by this Section 10.3(b) when
due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental Taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The Borrower shall make any payments required pursuant to the immediately preceding sentence within thirty (30) days after receipt of
written demand therefor from the Administrative Agent or any Lender, as the case may be. The agreements set forth in this Section 10.3 shall survive the termination of this Agreement and the payment of the Obligations. Each
Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 10.3 and
will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender made in good faith, be otherwise disadvantageous to such
Lender. 
 (c) Any Lender claiming compensation under this Section 10.3 shall provide the Borrower with a written certificate setting
forth the additional amount or amounts to be paid to it hereunder and calculations therefor in reasonable detail. Such certificate shall be presumptively correct absent manifest error. In determining such amount, such Lender may use any reasonable
averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 10.3 shall not 

  
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constitute a waiver of such Lender’s right to demand such compensation, provided that, other than in respect of Taxes, the Borrower shall not be required to compensate a Lender
pursuant to the foregoing provisions of this Section if the circumstances giving rise to such compensation occurred more than six (6) months prior to the date that such Lender notifies the Borrower of such circumstances and of such Lender’s
intention to claim compensation therefor (except that, if such circumstances are retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). 

(d) The Borrower shall pay any present or future stamp, transfer or documentary Taxes or any other excise or property Taxes that may be
imposed in connection with the execution, delivery or registration of this Agreement or any other Loan Documents. 
 (e) If any party
receives a refund of any Taxes for which it has been indemnified pursuant to this Section 10.3, it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under
this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this
paragraph (e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the
contrary in this paragraph (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems
confidential) to the indemnifying party or any other Person. 
 Section 10.4 [Reserved]. 

Section 10.5 Claims for Increased Costs and Taxes; Replacement Lenders. In the event that any Lender shall (y) decline to
make Eurocurrency Rate Loans pursuant to Sections 10.1 and 10.2 hereof, or (z) have notified the Borrower that it is entitled to claim compensation pursuant to Section 10.3, 2.8, 2.9 or 2.11 hereof or is unable to complete the form
required or is subject to withholding on account of any Tax (each such lender being an “Affected Lender”), the Borrower at its own cost and expense may designate a replacement lender (a “Replacement Lender”) to
purchase the outstanding Loans of such Affected Lender and such Affected Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Affected Lender shall (a) sell to such Replacement
Lender, without recourse upon, warranty by or expense to such Affected Lender, by way of an Assignment and Assumption substantially in the form of Exhibit F attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser
amount) the outstanding principal amount of the Loans of such Affected Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender 

  
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hereunder, including without limitation, payment by the Borrower of any amount which would be payable to such Affected Lender pursuant to Section 2.9 hereof (provided that the administrative
fee set forth in Section 11.4(b)(iv) shall not apply to an assignment described in this clause (a)), and (b) upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a
“Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations
or rights which according to this Agreement shall survive the termination of this Agreement). 
 ARTICLE 11 - MISCELLANEOUS 

Section 11.1 Notices. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i) if to the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 4; and 
 (ii) if to any other Lender, to the address, telecopier number,
electronic mail address or telephone number specified to the Administrative Agent (including, as appropriate, notices delivered solely to the Person designated by a Lender for the delivery of notices that may contain material non-public information relating to the Borrower). 
 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 and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent and the Borrower, provided that the foregoing shall not apply to notices to any Lender pursuant to Article 2 if such Lender has notified the Administrative Agent and the Borrower 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. 

  
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 Unless the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function,
as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH
THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses,
claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that
such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided,
however, that in no event shall any Agent Party have any liability to the Borrower, any Lender 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 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 and 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 the Borrower or its securities for purposes of United States Federal or state securities laws. 

  
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 (e) Reliance by Administrative Agent and Lenders. The Administrative Agent and
the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from
all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may
be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 
 Section 11.2
Expenses. The Borrower will promptly pay, or reimburse: 
 (a) all reasonable and documented out-of-pocket expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents, and the transactions contemplated
hereunder and thereunder any amendments, waivers and consents associated therewith, including, without limitation, the reasonable and documented fees and disbursements of counsel for the Administrative Agent; and 

(b) all documented out-of-pocket costs and expenses of the
Administrative Agent and the Lenders of enforcement under this Agreement or the other Loan Documents and all documented out-of-pocket costs and expenses of collection if
an Event of Default occurs in the payment of the Notes, which in each case shall include, without limitation, reasonable fees and out-of-pocket expenses of one counsel
for the Administrative Agent and one counsel for all Lenders. 
 Section 11.3 Waivers. The rights and remedies of the
Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure or delay by the Administrative Agent, the Majority
Lenders and the Lenders, or any of them, in exercising any right, shall operate as a waiver of such right. No waiver of any provision of this Agreement or consent to any departure by the Borrower or any of its Subsidiaries therefrom shall in any
event be effective unless the same shall be permitted by Section 11.11, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan 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. 

  
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 Section 11.4 Assignment and Participation. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and
each Lender and no Lender 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, (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section, or (iv) to an SPC in accordance with the
provisions 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. 
 (b)
Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that any
such assignment shall be subject to the following conditions: 
 (i) Minimum Amounts. 

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

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the principal outstanding
balance of the Loans of the assigning Lender (or the amount of the assigning Lender’s Term Loan Commitment) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to
the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed). 

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Term Loan Commitments assigned; 

  
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 (iii) Required Consents. No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: 
 (A) the consent
of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or an Affiliate
of a Lender or an Approved Fund; provided that with respect to any assignment of Loans hereunder, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative
Agent within ten (10) Business Days after having received notice thereof; and 
 (B) the consent of the Administrative
Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender or an Affiliate of such Lender or an Approved Fund with respect to such Lender; 

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the
case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire in form and substance reasonably satisfactory to the Administrative Agent. 

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the
Borrower’s Affiliates or (B) to a natural person. 
 Subject to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections
10.2, 10.3 and 10.5 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with subsection (d) of this Section. 

  
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 (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrower (and such agency being solely for Tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the principal amounts of the Loans owing to each Lender (and prior to the termination of the Term Loan Commitments, each Lender’s Term Loan Commitment) 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 may treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. This Section 11.4(c) shall be construed so that the Obligations are at all times maintained in “registered
form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any other relevant or successor provisions of the Code or Treasury Regulations promulgated thereunder). The Register shall be
available for inspection by the Borrower and any Lender, as to its Commitments only, at any reasonable time and from time to time upon reasonable prior notice. 

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of the Loans owing to it or of the Commitments held by 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. 
 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 clauses (ii)(A), (B) or (C) of Section 11.11(a) that affects such Participant. Subject to the following
paragraph, the Borrower agrees that each Participant shall be entitled to the benefits of Section 10.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection
(b) of this Section. 
 A Participant shall not be entitled to receive any greater payment under Section 10.3 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.12 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 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this
purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s
interest in the Commitments, Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person
(including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, or its other obligations under any Loan Document) except each Lender that sells a participation shall make a copy of
the Participant Register available for the Borrower and the Administrative Agent to the 

  
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extent that such disclosure is necessary to establish that such Commitment, 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 the Borrower, the Lenders and the Administrative Agent shall treat each Person whose name is recorded in the
Participant Register as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary. 

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority; 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. 

(f) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special
purpose funding vehicle (an “SPC”) sponsored by such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or
any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Advance and
(ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof. The Loans by an SPC hereunder shall be
Loans of the Granting Lender to the same extent, and as if, such Loans were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability
for which shall remain with the 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 indebtedness of any SPC, it, solely in its capacity as a party hereto and to any other Loan Document, will not institute against, or join any other person in instituting against,
such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 11.4, any SPC
may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advance to the Granting Lender or to any
financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Advance and (ii) disclose on a confidential
basis any non-public information relating to its Loans and Commitments to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This
Section 11.4(f) may not be amended without the written consent of any SPC which has been designated in writing as provided in the first sentence hereof and holds any outstanding Loans or Commitments. The designation by a Granting Lender of an
SPC to fund Advances shall be deemed to be a representation, warranty, covenant and agreement by such Granting Lender to the Borrower and all other parties hereunder that (A) the funding and maintaining of such Advances by such SPC shall not
constitute a “prohibited transaction” (as such term is defined in Section 

  
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406 of ERISA or Section 4975 of the Code), and (B) such designation, funding and maintenance would not result in any interest requiring registration under the Securities Act of 1933, as
amended, or qualification under any state securities law. The SPC shall from time to time provide to the Borrower the tax and other forms required pursuant to Section 2.12 hereof with respect to such SPC as though such SPC were a Lender
hereunder. In no event shall the Borrower or any Lender other than the Granting Lender be obligated hereunder to pay any additional amounts under any provision of this Agreement (pursuant to Article 10 hereof or otherwise) by reason of a Granting
Lender’s designation of an SPC or the funding or maintenance of Advances by such SPC, in excess of amounts which the Borrower would have been obligated to pay if such Granting Lender had not made such designation and such Granting Lender were
itself funding and maintaining such Advances. The Administrative Agent shall register the interest of any SPC in an Advance from time to time on the Register maintained pursuant to Section 11.4(c) hereof. 

Section 11.5 Indemnity. The Borrower agrees to indemnify and hold harmless each Lender, the Administrative Agent and each of their
respective Related Parties (any of the foregoing shall be an “Indemnitee”) from and against any and all claims, liabilities, obligations, losses, damages, actions, reasonable and documented external attorneys’ fees and expenses
(as such fees and expenses are reasonably incurred), penalties, judgments, suits, reasonable and documented out-of-pocket costs and demands by any third party, including
the costs of investigating and defending such claims, whether or not the Borrower or the Person seeking indemnification is the prevailing party (a) resulting from any breach or alleged breach by the Borrower of any representation or warranty
made hereunder or under any Loan Document; or (b) otherwise arising out of (i) this Agreement, any Loan Document or any transaction contemplated hereby or thereby, including, without limitation, the use of the proceeds of Loans hereunder
in any fashion by the Borrower or the performance of its obligations under the Loan Documents, (ii) allegations of any participation by a Lender, the Administrative Agent or any of them, in the affairs of the Borrower or any of its
Subsidiaries, or allegations that any of them has any joint liability with the Borrower for any reason and (iii) any claims against the Lenders, the Administrative Agent or any of them, by any shareholder or other investor in or lender to the
Borrower, by any brokers or finders or investment advisers or investment bankers retained by the Borrower or by any other third party, arising out of or under this Agreement, except to the extent that (A) the Person seeking indemnification
hereunder is determined in such case to have acted with gross negligence or willful misconduct, in any case, by a final, non-appealable judicial order of a court of competent jurisdiction or (B) such
claims are for lost profits, foreseeable and unforeseeable, consequential, special, incidental or indirect damages or punitive damages. Upon receipt of notice in writing of any actual or prospective claim, litigation, investigation or proceeding for
which indemnification is provided pursuant to the immediately preceding sentence (a “Relevant Proceeding”), the recipient shall promptly notify the Administrative Agent (which shall promptly notify the other parties hereto) thereof,
and the Borrower and the Lenders agree to consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. The Borrower shall be entitled, to the extent feasible, to participate in any Relevant
Proceeding and shall be entitled to assume the defense thereof with counsel of the Borrower’s choice; provided, however, that such counsel shall be reasonably satisfactory to such of the Indemnitees as are parties thereto;
provided, further, however, that, after the Borrower has assumed the defense of any Relevant Proceeding, it will not settle, compromise or consent to the entry of any order adjudicating or otherwise disposing of any claims against any
Indemnitee 

  
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(1) if such settlement, compromise or order involves the payment of money damages, except if the Borrower agrees, as between the Borrower and such Indemnitee, to pay such money damages, and,
if not simultaneously paid, to furnish such Indemnitee with satisfactory evidence of its ability to pay the same, and (2) if such settlement, compromise or order involves any relief against such Indemnitee other than the payment of money
damages, except with the prior written consent of such Indemnitee (which consent shall not be unreasonably withheld). Notwithstanding the Borrower’s election to assume the defense of such Relevant Proceeding, such of the Indemnitees as are
parties thereto shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at the expense of such Indemnitee. The obligations of the Borrower under this Section 11.5 are in addition to, and
shall not otherwise limit, any liabilities which the Borrower might otherwise have in connection with any warranties or similar obligations of the Borrower in any other Loan Document. Notwithstanding the foregoing, this
Section 11.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

Section 11.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original, but all such separate counterparts shall together constitute one and the same instrument. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any
document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notice, waivers and consents) shall be
deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the
contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. 

Section 11.7 Governing Law; Jurisdiction. 

(a) Governing Law. This Agreement and the Notes shall be construed in accordance with and governed by the internal laws of the State of
New York applicable to agreements made and to be performed the State of New York; provided that the determination of whether the Specified Merger has been consummated in accordance with the terms of the Specified Merger Agreement, the
determination of whether the Specified Merger Agreement Representations are accurate and whether as a result of any inaccuracy thereof the Buyer has the right (taking into account any applicable cure provisions) to decline to consummate the
Specified Merger(s) or to terminate its obligations (or otherwise do not have an obligation to close) under the relevant Specified Merger Agreement and the interpretation of the definition of “Target Material Adverse Effect” and whether or
not a Target Material Adverse Effect has occurred shall, in each case be governed by, and construed in accordance with, the laws of the State of Maryland without giving effect to conflicts of laws principles (whether of the State of Maryland or any
other jurisdiction that would cause the application of the laws of any jurisdiction other than the State of Maryland). 

  
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 (b) Jurisdiction. The Borrower irrevocably and unconditionally agrees that it will
not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party of the foregoing in any way
relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or
proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction. 

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

(d) Services of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in
Section 11.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law. 

Section 11.8 Severability. To the extent permitted by law, any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other
jurisdiction. 
 Section 11.9 Interest. 

(a) In no event shall the amount of interest due or payable hereunder or under the Notes exceed the maximum rate of interest allowed by
Applicable Law, and in the event any such payment is inadvertently made by the Borrower or inadvertently received by the Administrative Agent or any Lender, then such excess sum shall be credited as a payment of principal, unless, if no Event of
Default shall have occurred and be continuing, the Borrower shall notify the Administrative Agent or such Lender, in writing, that it elects to have such excess sum returned forthwith. It is the express intent hereof that the Borrower not pay and
the Administrative Agent and the Lenders not receive, directly or indirectly in any manner whatsoever, interest in excess of that which may legally be paid by the Borrower under Applicable Law. 

  
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 (b) Notwithstanding the use by the Lenders of the Adjusted LIBO Rate or the Base Rate as
reference rates for the determination of interest on the Loans, the Lenders shall be under no obligation to obtain funds from any particular source in order to charge interest to the Borrower at interest rates related to such reference rates. 

Section 11.10 Table of Contents and Headings. The Table of Contents and the headings of the various subdivisions used in this
Agreement are for convenience only and shall not in any way modify or amend any of the terms or provisions hereof, nor be used in connection with the interpretation of any provision hereof. 

Section 11.11 Amendment and Waiver. 

(a) Subject to Section 10.1, neither this Agreement nor any Loan Document nor any term hereof or thereof may be amended orally, nor may
any provision hereof or thereof be waived orally but only by an instrument in writing signed by or at the written direction of: 

(i) except as set forth in (ii) and (iii) below, the Majority Lenders and, in the case of any amendment, by the Borrower,
and acknowledged by the Administrative Agent; 
 (ii) with respect to (A) any increase in the amount of any
Lender’s portion of the Commitments or any extension of the Lender’s Commitments, (B) any reduction in the rate of, or postponement in the payment of any interest or fees due hereunder or the payment thereof to any Lender without a
corresponding payment of such interest or fee amount by the Borrower, (C) (1) any waiver of any Default due to the failure by the Borrower to pay any sum due to any of the Lenders hereunder or (2) any reduction in the principal amount of
the Loans without a corresponding payment, (D) any release of the Borrower from this Agreement, except in connection with a merger, sale or other disposition otherwise permitted hereunder (in which case, such release shall require no further
approval by the Lenders), (E) any amendment to the pro rata treatment of the Lenders set forth in Section 8.3 hereof, (F) any amendment of this Section 11.11, of the definition of Majority Lenders, or of any Section herein to the
extent that such Section requires action by all Lenders, (G) any subordination of the Loans in full to any other Indebtedness, or (H) any extension of the Term Loan Maturity Date, the affected Lenders and in the case of an amendment, the
Borrower and acknowledged by the Administrative Agent (it being understood that, for purposes of this Section 11.11(a)(ii), changes to provisions of the Loan Documents that relate only to one or more of the Loans shall be deemed to
“affect” only the Lenders holding such Loans); and 
 (iii) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. 

  
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 (b) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any
right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders
other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, nor amounts owed to such Lender reduced or the final maturity thereof extended, without the consent of such Lender and
(y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting
Lender. 
 (c) In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”)
requiring the consent of all Lenders, if the consent of Majority Lenders is obtained, but the consent of the other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, at the Borrower’s request (and at the Borrower’s sole cost and expense), a Replacement Lender selected by the Borrower and reasonably acceptable to the
Administrative Agent, shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon the Borrower’s
request, sell and assign to such Person, all of the Loans of such Non-Consenting Lenders for an amount equal to the principal balance of all Loans held by the
Non-Consenting Lenders and all accrued interest and fees and other amounts due (including without limitation amounts due to such Non-Consenting Lender pursuant to
Section 2.9 hereof) or outstanding to such Non-Consenting Lender through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Assumption substantially in the
form on Exhibit F attached hereto. Upon execution of any Assignment and Assumption pursuant to this Section 11.11(b), (i) the Replacement Lender shall be entitled to vote on any pending waiver, amendment or consent in lieu of the Non-Consenting Lender replaced by such Replacement Lender, (ii) such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and (iii) such Non-Consenting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according
to this Agreement shall survive the termination of the Loans). 
 Section 11.12 Entire Agreement. Except as otherwise expressly
provided herein, this Agreement, the other Loan Documents and the other documents described or contemplated herein or therein will embody the entire agreement and understanding among the parties hereto and thereto and supersede all prior agreements
and understandings relating to the subject matter hereof and thereof. 
 Section 11.13 Other Relationships; No Fiduciary
Relationships. No relationship created hereunder or under any other Loan Document shall in any way affect the ability of the Administrative Agent and each Lender to enter into or maintain business relationships with the Borrower or any Affiliate
thereof beyond the relationships specifically contemplated by this Agreement and the other Loan Documents. In connection with all aspects of each transaction 

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

Section 11.14 Directly or Indirectly. If any provision in this Agreement refers to any action taken or to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision. 

Section 11.15 Reliance on and Survival of Various Provisions. All covenants, agreements, statements, representations and
warranties made by the Borrower herein or in any certificate delivered pursuant hereto shall (a) be deemed to have been relied upon by the Administrative Agent and each of the Lenders notwithstanding any investigation heretofore or hereafter
made by them and (b) survive the execution and delivery of this Agreement and shall continue in full force and effect so long as any Loans are outstanding and unpaid. Any right to indemnification hereunder, including, without limitation, rights
pursuant to Sections 2.9, 2.11, 10.3, 11.2 and 11.5 hereof, shall survive the termination of this Agreement and the payment and performance of all Obligations. 

Section 11.16 Senior Debt. The Obligations are intended by the parties hereto to be senior in right of payment to any Indebtedness
of the Borrower that by its terms is subordinated to any other Indebtedness of the Borrower. 
 Section 11.17 Obligations. The
obligations of the Administrative Agent and each of the Lenders hereunder are several, not joint. 

  
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 Section 11.18 Confidentiality. The Administrative Agent and the Lenders shall
hold confidentially all non-public and proprietary information and all other information designated by the Borrower as confidential, in each case, obtained from the Borrower or its Affiliates pursuant to the
requirements of this Agreement in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound lending practices; provided, however, that the Administrative Agent
and the Lenders may make disclosure of any such information (a) to their examiners, Affiliates, outside auditors, counsel, consultants, appraisers, agents, other professional advisors, any credit insurance provider relating to the Borrower and
its obligations and any direct or indirect contractual counterparty in swap agreements or such counterparty’s professional advisor in connection with this Agreement or as reasonably required by any proposed syndicate member or any proposed
transferee or participant in connection with the contemplated transfer of any Note or participation therein (including, without limitation, any pledgee referred to in Section 11.4(e) hereof), in each case, so long as any such Person
(other than any examiners) receiving such information is advised of the provisions of this Section 11.18 and agrees to be bound thereby, (b) as required or requested by any Governmental Authority or self-regulatory body or representative
thereof or in connection with the enforcement hereof or of any Loan Document or related document or (c) pursuant to legal process or with respect to any litigation between or among the Borrower and any of the Administrative Agent or the
Lenders. In no event shall the Administrative Agent or any Lender be obligated or required to return any materials furnished to it by the Borrower. The foregoing provisions shall not apply to the Administrative Agent or any Lender with respect to
information that (i) is or becomes generally available to the public (other than through the Administrative Agent or such Lender), (ii) is already in the possession of the Administrative Agent or such Lender on a
non-confidential basis, or (iii) comes into the possession of the Administrative Agent or such Lender from a source other than the Borrower or its Affiliates in a manner not known to the Administrative
Agent or such Lender to involve a breach of a duty of confidentiality owing to the Borrower or its Affiliates. 
 Section 11.19 USA
PATRIOT ACT Notice. 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, which information
includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. 

Section 11.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in this Agreement, any other Loan Document or in any other 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 EEA Financial Institution; and 

  
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 (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 
 (iii) the variation of the terms of such liability in connection with the exercise of
the Write-Down and Conversion Powers of any applicable Resolution Authority. 
 Section 11.21 Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted
by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any
such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of
whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such
Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be
paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust
for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Advances owing to such Defaulting Lender as to which
it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender
agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. 

ARTICLE 12 - WAIVER OF JURY TRIAL 

Section 12.1 Waiver of Jury Trial. EACH OF THE BORROWER AND THE ADMINISTRATIVE AGENT AND THE LENDERS, HEREBY AGREE, TO THE EXTENT
PERMITTED BY LAW, TO WAIVE AND HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION OR PROCEEDING OF ANY TYPE IN 

  
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WHICH THE BORROWER, ANY OF THE LENDERS, THE ADMINISTRATIVE AGENT, OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF
THIS AGREEMENT, ANY OF THE NOTES OR THE OTHER LOAN DOCUMENTS AND THE RELATIONS AMONG THE PARTIES LISTED IN THIS SECTION 12.1. EXCEPT AS PROHIBITED BY LAW, EACH PARTY TO THIS AGREEMENT WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION REFERRED TO IN THIS SECTION, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PARTY TO THIS AGREEMENT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF THE ADMINISTRATIVE AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT IT HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCLOSED BY AND TO THE PARTIES AND THE PROVISIONS SHALL
BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment or caused it to
be executed by their duly authorized officers, all as of the day and year above written. 
  

							
	 BORROWER:
	 		 	AMERICAN TOWER CORPORATION
				
		 		 	By:	 	/s/RODNEY M. SMITH
		 		 	Name: Rodney M. Smith
		 		 	 Title: Executive Vice President,

  Chief Financial Officer and Treasurer



  
 [2-Year Term Loan] 













 
			
	JPMorgan Chase Bank, N.A., as
Administrative Agent and as a Lender
		
	By:	 	/s/JOHN KOWALCZUK


 
			
	Name:	 	John Kowalczuk
	Title:	 	Executive Director



  
 [2-Year Term Loan] 













 
			
	THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
as a Lender
		
	By:	 	/s/JEFFREY GUIYAB


 
			
	Name:	 	Jeffrey Guiyab
	Title:	 	Authorized Signatory



  
 [2-Year Term Loan] 













 
			
	MIZUHO BANK, LTD.,
as a Lender
		
	By:	 	/s/TRACY RAHN


 
			
	Name:	 	Tracy Rahn
	Title:	 	Executive Director



  
 [2-Year Term Loan] 













 
			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	/s/SEAN DUGGAN


 
			
	Name:	 	Sean Duggan
	Title:	 	Vice President



  
 [2-Year Term Loan] 













 
			
	BANK OF AMERICA N.A.,
as a Lender
		
	By:	 	/s/BRANDON BOLIO


 
			
	Name:	 	Brandon Bolio
	Title:	 	Director



  
 [2-Year Term Loan] 













 
			
	CITIBANK, N.A.,
as a Lender
		
	By:	 	/s/MICHAEL VONDRISKA


 
			
	Name:	 	Michael Vondriska
	Title:	 	Vice President



  
 [2-Year Term Loan] 













 
			
	MUFG Bank, Ltd.
as a Lender
		
	By:	 	/s/MARLON MATHEWS


 
			
	Name:	 	Marlon Mathews
	Title:	 	Director



  
 [2-Year Term Loan] 













 
			
	Morgan Stanley Bank, N.A.,
as a Lender
		
	By:	 	/s/MICHAEL KING


 
			
	Name:	 	Michael King
	Title:	 	Authorized Signatory



  
 [2-Year Term Loan] 













 
			
	Royal Bank of Canada, as Lender
		
	By:	 	/s/D. W. SCOTT JOHNSON


 
			
	Name:	 	D.W. Scott Johnson
	Title:	 	Authorized Signatory



  
 [2-Year Term Loan] 













 
			
	CoBank, ACB
as a Lender
		
	By:	 	/s/GLORIA HANCOCK


 
			
	Name:	 	Gloria Hancock
	Title:	 	Authorized Signatory



  
 [2-Year Term Loan] 













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


 
			
	Name:	 	Brian Crowley
	Title:	 	Managing Director


  

			
		
	By:	 	/s/MIRIAM TRAUTMANN


 
			
	Name:	 	Miriam Trautmann
	Title:	 	Senior Vice President



  
 [2-Year Term Loan] 













 
			
	BANCO SANTANDER, S.A., NEW YORK BRANCH,
as a Lender
		
	By:	 	/s/ANDRES BARBOSA


 
			
	Name:	 	Andres Barbosa
	Title:	 	Managing Director


  

			
		
	By:	 	/s/RITA WALZ-CUCCIOLI


 
			
	Name:	 	Rita Walz-Cuccioli
	Title:	 	Executive Director



  
 [2-Year Term Loan] 













 
			
	 SOCIÉTÉ GÉNÉRALE,

As a Lender

		
	By:	 	/s/JONATHAN LOGAN


 
			
	Name:	 	Jonathan Logan
	Title:	 	Director



  
 [2-Year Term Loan] 













 
			
	Sumitomo Mitsui Banking Corporation,
as a Lender
		
	By:	 	/s/MICHAEL MAGUIRE


 
			
	Name:	 	Michael Maguire
	Title:	 	Managing Director



  
 [2-Year Term Loan] 













 
			
	THE BANK OF NOVA SCOTIA,
as a Lender
		
	By:	 	/s/MICHELLE C. PHILLIPS


 
			
	Name:	 	Michelle C. Phillips
	Title:	 	Managing Director



  
 [2-Year Term Loan] 













 
			
	Commerzbank AG, New York Branch,
as a Lender,
		
	By:	 	/s/MATHEW WARD


 
			
	Name:	 	Mathew Ward
	Title:	 	Managing Director


  

			
		
	By:	 	/s/PHILIP WADDILOVE


 
			
	Name:	 	Philip Waddilove
	Title:	 	Director



  
 [2-Year Term Loan] 













 
			
	ING Capital LLC, as Lender
		
	By:	 	/s/PIM ROTHWEILER


 
			
	Name:	 	Pim Rothweiler
	Title:	 	Managing Director


  

			
		
	By:	 	/s/SHIRIN FOZOUNI


 
			
	Name:	 	Shirin Fozouni
	Title:	 	Director



  
 [2-Year Term Loan] 













 
			
	PNC Bank, National Association,
as a Lender
		
	By:	 	/s/BRANDON K. FIDDLER


 
			
	Name:	 	Brandon K. Fiddler
	Title:	 	Senior Vice President



  
 [2-Year Term Loan] 













 
			
	BNP PARIBAS,
as a Lender
		
	By:	 	/s/BARBARA NASH


 
			
	Name:	 	Barbara Nash
	Title:	 	Managing Director


  

			
		
	By:	 	/s/MARIA MULIC


 
			
	Name:	 	Maria Mulic
	Title:	 	Managing Director



  
 [2-Year Term Loan] 













 
			
	 CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,


as a Lender

		
	By:	 	/s/JILL WONG


 
			
	Name:	 	Jill Wong
	Title:	 	Director


  

			
		
	By:	 	/s/GORDON YIP


 
			
	Name:	 	Gordon Yip
	Title:	 	Director



  
 [2-Year Term Loan] 













 
			
	 Truist Bank, as a Lender

		
	By:	 	/s/ALFONSO BRIGHAM
	Name: Alfonso Brigham
	Title: Vice President



  
 [2-Year Term Loan] 













 
			
	 U.S. Bank National Association,

	 as a Lender

		
	By:	 	/s/STEVEN J. CORRELL
	Name: Steven J. Correll
	Title:   Senior Vice President



  
 [2-Year Term Loan] 













 
			
	 Wells Fargo Bank, N.A,

	 as a Lender

		
	By:	 	/s/MONICA TRAUTWEIN
	Name: Monica Trautwein
	Title:   Director



  
 [2-Year Term Loan] 













 
			
	 THE HUNTINGTON NATIONAL BANK,

	 as a Lender

		
	By:	 	/s/TED JURGIELEWICZ
	Name: Ted Jurgielewicz
	Title:   Director



  
 [2-Year Term Loan] 













 
			
	 Peoples United Bank, National Association,

	 as a Lender

		
	By:	 	/s/KATHRYN WILLIAMS
	Name: Kathryn Williams
	Title:   SVP



  
 [2-Year Term Loan] 













 
			
	 The Standard Bank of South Africa Limited,

	 Isle of Man Branch

	 as a Lender

		
	By:	 	/s/DARREN WEYMOUTH
	Name: Darren Weymouth
	Title:   Executive, Corporate Financing Solutions International



  
 [2-Year Term Loan] 













 
			
	 Credit Suisse AG, New York Branch,

	 as a Lender

		
	By:	 	/s/DOREEN BARR
	Name: Doreen Barr
	Title:   Authorized Signatory


  

			
	By:	 	/s/MICHAEL DIEFFENBACHER
	Name: Michael Dieffenbacher
	Title:   Authorized Signatory



  
 [2-Year Term Loan] 













 
			
	 Bank of Communications Co., Ltd., New York Branch,

	 as a Lender

		
	By:	 	/s/SHAOHUI YANG
	Name: Shaohui Yang
	Title:   General Manager



  
 [2-Year Term Loan] 













 
			
	 Hua Nan Commercial Bank, LTD. Los Angeles Branch,

	 as a Lender

		
	By:	 	/s/JUI-PENG WANG
	Name: Jui-Peng Wang
	Title:   General Manager



  
 [2-Year Term Loan] 













 
			
	 Land Bank of Taiwan, New York Branch,

	 as a Lender

		
	By:	 	/s/FRED LIU
	Name: Fred Liu
	Title:   Deputy General Manager


  

  
 2-Year Term Loan 













 SCHEDULE 1 

COMMITMENTS (as of the Effective Date) 
  

									
	 Entity
	  	Term Loan
Amounts	 	  	Pro Rata Share	 
	 JPMorgan Chase Bank, N.A.
	  	$	150,000,000	 	  	 	10.000000000	% 
	 The Toronto-Dominion Bank, New York Branch
	  	$	95,000,000	 	  	 	6.333333333	% 
	 Mizuho Bank Ltd.
	  	$	95,000,000	 	  	 	6.333333333	% 
	 Barclays Bank PLC
	  	$	95,000,000	 	  	 	6.333333333	% 
	 Bank of America N.A.
	  	$	95,000,000	 	  	 	6.333333333	% 
	 Citibank, N.A.
	  	$	95,000,000	 	  	 	6.333333333	% 
	 MUFG BANK, LTD.
	  	$	57,000,000	 	  	 	3.800000000	% 
	 Morgan Stanley Bank, N.A.
	  	$	38,000,000	 	  	 	2.533333333	% 
	 Royal Bank of Canada
	  	$	95,000,000	 	  	 	6.333333333	% 
	 CoBank, ACB
	  	$	30,000,000	 	  	 	2.000000000	% 
	 Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
	  	$	57,000,000	 	  	 	3.800000000	% 
	 Banco Santander, S.A., New York Branch
	  	$	57,000,000	 	  	 	3.800000000	% 
	 Societe Generale
	  	$	57,000,000	 	  	 	3.800000000	% 
	 Sumitomo Mitsui Banking Corporation
	  	$	57,000,000	 	  	 	3.800000000	% 
	 The Bank of Nova Scotia
	  	$	57,000,000	 	  	 	3.800000000	% 
	 Commerzbank AG, New York Branch
	  	$	41,000,000	 	  	 	2.733333333	% 
	 ING Capital LLC
	  	$	41,000,000	 	  	 	2.733333333	% 
	 PNC Bank, National Association
	  	$	41,000,000	 	  	 	2.733333333	% 
	 BNP Paribas
	  	$	31,000,000	 	  	 	2.066666667	% 
	 Crédit Agricole Corporate and Investment Bank
	  	$	31,000,000	 	  	 	2.066666667	% 
	 Truist Bank
	  	$	31,000,000	 	  	 	2.066666667	% 
	 U.S. Bank National Association
	  	$	31,000,000	 	  	 	2.066666667	% 
	 Wells Fargo Bank, National Association
	  	$	31,000,000	 	  	 	2.066666667	% 
	 The Huntington National Bank
	  	$	20,000,000	 	  	 	1.333333333	% 
	 People’s United Bank, National Association
	  	$	10,000,000	 	  	 	0.666666667	% 
	 The Standard Bank of South Africa Limited, Isle of Man Branch
	  	$	22,000,000	 	  	 	1.466666667	% 
	 Credit Suisse AG, New York Branch
	  	$	15,000,000	 	  	 	1.000000000	% 
	 Bank of Communications Co., Ltd., New York Branch
	  	$	10,000,000	 	  	 	0.666666667	% 
	 Hua Nan Commercial Bank, LTD. Los Angeles Branch
	  	$	10,000,000	 	  	 	0.666666667	% 
	 Land Bank of Taiwan, New York Branch
	  	$	5,000,000	 	  	 	0.333333333	% 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	1,500,000,000	 	  	 	100	% 













 SCHEDULE 2 

EXISTING ABS FACILITIES 

$1,300.0 million aggregate principal amount of Secured Tower Revenue Securities, Series 2013-2, Subclass A and
$500.0 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass A issued by the American Tower Trust I 

$525.0 million aggregate principal amount American Tower Secured Revenue Notes, Series 2015-2, Class A
issued by GTP Acquisition Partners I, LLC 












 SCHEDULE 3 

SUBSIDIARIES ON THE EFFECTIVE DATE 

10 Presidential Way Associates, LLC 

3267351 Nova Scotia Company 

3286208 Nova Scotia Company 

3298099 Nova Scotia Company 
 52
Eighty Partners, LLC 
 52 Eighty Tower Partners I, LLC 

52 Eighty, LLC 
 ACC Tower Sub,
LLC 
 ActiveX Telebroadband Services Private Limited 

Adquisiciones y Proyectos Inalámbricos, S. de R. L. de C.V. 

Agile Airband Ohio, LLC 
 Agile
Connect, LLC 
 Agile IWG Holdings, LLC 

Agile Network Builders, LLC 

Agile Networks Indiana, LLC 

Agile Networks Site Development, LLC 

Agile Towers, LLC 
 Alternative
Networking LLC 
 American Tower Asset Sub II, LLC 

American Tower Asset Sub, LLC 

American Tower Charitable Foundation, Inc. 

American Tower Chile I S.A. 

American Tower Chile II S.A. 

American Tower Corporation 

American Tower Delaware Corporation 

American Tower Depositor Sub, LLC 

American Tower do Brasil—Cessão de Infraestruturas Ltda. 

American Tower do Brasil – Communicação Multimídia Ltda. 

American Tower España, S.L.U. 

American Tower Guarantor Sub, LLC 

American Tower Holding Sub, LLC 

American Tower Holding Sub II, LLC 

American Tower IB Participações Imobiliárias Ltda. 

American Tower Inmosites, S.L.U. 

American Tower International Holding I LLC 

American Tower International Holding II LLC 

American Tower International, Inc. 

American Tower Investments LLC 

American Tower Latam, SLU 

American Tower LLC 
 American
Tower Management, LLC 
 American Tower Perú S.A.C. 

American Tower Servicios Fibra, S. de R.L. de C.V. 












 American Tower Tanzania Operations Limited 

American Tower T. Torres do Brasil Ltda. 

American Towers LLC 
 AT Atlantic
Holding 
 AT Iberia C.V. 
 AT
Kenya C.V. 
 AT Netherlands C.V. 

AT Netherlands Coöperatief U.A. 

AT Rhine C.V. 
 AT Sher
Netherlands Coöperatief U.A. 
 AT South America C.V. 

ATC Africa Holding B.V. 
 ATC
Africa Shared Services (Pty) Ltd 
 ATC Antennas Holding LLC 

ATC Antennas LLC 
 ATC Argentina
Coöperatief U.A. 
 ATC Argentina Holding LLC 

ATC Asia Pacific Pte. Ltd. 
 ATC
Atlantic C.V. (1) 
 ATC Atlantic I B.V. 

ATC Atlantic II B.V. 
 ATC
Atlantic III B.V. 
 ATC Atlantic IV B.V. 

ATC Backhaul LLC 
 ATC Brasil
– Serviços de Conectividades Ltda. 
 ATC Brazil Holding LLC 

ATC Brazil I LLC 
 ATC Brazil II
LLC 
 ATC Burkina Faso S.A. 

ATC Chile Holding LLC 
 ATC
Colombia B.V. 
 ATC Colombia Holding I LLC 

ATC Colombia Holding LLC 
 ATC
Colombia I LLC 
 ATC CSR Foundation India 

ATC Ecuador Holding LLC 
 ATC Edge
LLC 
 ATC EH GmbH & Co. KG (2) 

ATC Ethiopia Infrastructure Development Private Limited Company 

ATC Europe B.V. (1) 
 ATC Europe
Coöperatief U.A. 
 ATC Europe C.V. 

ATC Europe LLC (3) 
 ATC European
Holdings B.V. 
 ATC European Holdings LLC 

ATC Fibra de Colombia, S.A.S. 












 ATC France Holding SAS 

ATC France Holding II SAS 
 ATC
France Réseaux SAS 
 ATC France SNC 

ATC France Services SAS 
 ATC
Germany Holding I B.V. 
 ATC Germany Holding II B.V. 

ATC Germany Holdings GmbH 
 ATC
Germany Munich GmbH 
 ATC Germany Services GmbH 

ATC Ghana ServiceCo Limited 
 ATC
GP GmbH (3) 
 ATC Global Employment B.V. 

ATC Green Grass LLC 
 ATC Heston
B.V. 
 ATC Holding Fibra Mexico S. de R.L. DE C.V. 

ATC Iberia Holding LLC 
 ATC India
Infrastructure Private Limited 
 ATC Indoor DAS Holding LLC 

ATC Indoor DAS LLC 
 ATC
International Coöperatief U.A. 
 ATC International Financing B.V. 

ATC International Financing II B.V. 

ATC International Financing II Holding LLC 

ATC International Holding Corp. 

ATC IP LLC 
 ATC Iris I LLC 

ATC Kenya Operations Limited 
 ATC
Kenya Services Limited 
 ATC Latin America S.A. de C.V., SOFOM, E.N.R. 

ATC Managed Sites Holding LLC 

ATC Managed Sites LLC 
 ATC
MexHold LLC 
 ATC Mexico Holding LLC 

ATC MIP III REIT Iron Holdings LLC 

ATC Niger Wireless Infrastructure S.A. 

ATC Nigeria Coöperatief U.A. 

ATC Nigeria Holding LLC 
 ATC
Nigeria Wireless Infrastructure Limited 
 ATC On Air + LLC 

ATC Operations LLC 
 ATC Outdoor
DAS, LLC 
 ATC Paraguay Holding LLC 

ATC Paraguay S.R.L. 
 ATC Peru
Holding LLC 
 ATC Polska sp. z o.o. 












 ATC Ponderosa B-I LLC 

ATC Ponderosa B-II LLC 

ATC Ponderosa K LLC 
 ATC
Ponderosa K-R LLC 
 ATC Rhine Holding LLC 

ATC Scala Operations, S.L. 
 ATC
Scala Spain Holding S.L. 
 ATC Sequoia LLC 

ATC Sitios de Argentina S.A. 
 ATC
Sitios de Chile S.A. 
 ATC Sitios de Colombia S.A.S. 

ATC Sitios del Peru S.R.L. 
 ATC
Sitios Infraco S.A.S. 
 ATC South Africa Investment Holdings (Proprietary) Limited 

ATC South Africa Services Pty Ltd 

ATC South Africa Wireless Infrastructure (Pty) Ltd 

ATC South Africa Wireless Infrastructure II (Pty) Ltd 

ATC South America Holding LLC 

ATC South LLC 
 ATC Tanzania
Holding LLC 
 ATC Telecom Infrastructure Private Limited (1) 

ATC Tower (Ghana) Limited (3) 

ATC Tower Services LLC 
 ATC TRS I
LLC 
 ATC TRS II LLC 
 ATC TRS
III LLC 
 ATC TRS IV LLC 
 ATC
Uganda Limited (2) 
 ATC Uganda ServiceCo (SMC) Limited 

ATC Watertown LLC 
 ATC WiFi LLC

 ATS-Needham LLC (1) 

Blue Sky Towers Pty Ltd 
 Blue
Transfer Sociedad Anonima 
 Broadcast Towers, LLC 

California Tower, Inc. 
 Cell Site
NewCo II, LLC 
 Cell Tower Lease Acquisition LLC 

Central States Tower Holdings, LLC 

CNC2 Associates, LLC 
 Colo ATL,
LLC 
 Communications Properties, Inc. 

Comunicaciones y Consumos S.A. 

Connectivity Infrastructure Services Limited 

DCS Tower Sub, LLC 
 Digital
Access Ohio LLC 












 Eaton Towers Ghana Limited 

Eaton Towers Ghana (M) Limited 

Eaton Towers Holdings Limited 

Eaton Towers Kenya Limited 
 Eaton
Towers Limited 
 Eaton Towers Uganda Limited 

Ghana Tower InterCo B.V. (1) 

Global Tower Assets III, LLC 

Global Tower Assets, LLC 
 Global
Tower Holdings, LLC 
 Global Tower Services, LLC 

Global Tower, LLC 
 Gondola Tower
Holdings LLC 
 Grain HoldCo Parent, LLC 

Grain HoldCo, LLC 
 GrainComm I,
LLC 
 GrainComm II, LLC 

GrainComm III, LLC 
 GrainComm LLC

 GrainComm V, LLC 
 GrainComm
Marketing, LLC 
 GTP Acquisition Partners I, LLC 

GTP Acquisition Partners II, LLC 

GTP Acquisition Partners III, LLC 

GTP Costa Rica Finance, LLC 
 GTP
Infrastructure I, LLC 
 GTP Infrastructure II, LLC 

GTP Infrastructure III, LLC 
 GTP
Investments LLC 
 GTP LATAM Holdings B.V. 

GTP LatAm Holdings Coöperatieve U.A. 

GTP Operations CR, S.R.L. 
 GTP
South Acquisitions II, LLC 
 GTP Structures I, LLC 

GTP Structures II, LLC 
 GTP
Torres CR, S.R.L. 
 GTP Towers I, LLC 

GTP Towers II, LLC 
 GTP Towers
III, LLC 
 GTP Towers IV, LLC 

GTP Towers IX, LLC 
 GTP Towers V,
LLC 
 GTP Towers VII, LLC 
 GTP
Towers VIII, LLC 
 GTP TRS I LLC 

GTPI HoldCo, LLC 












 Haysville Towers, LLC (1) 

Idaho Tower Company LLC 
 InSite
(BCEC) LLC 
 InSite (MBTA) LLC 

InSite Borrower, LLC 
 InSite Co-Issuer Corp. 
 InSite Guarantor, LLC 

InSite Hawaii, LLC 
 InSite
Issuer, LLC 
 InSite Licensing, LLC 

InSite Tower Services LLC 
 InSite
Towers Development 2, LLC 
 InSite Towers Development LLC 

InSite Towers International 2, LLC 

InSite Towers International Development LLC 

InSite Towers International, LLC 

InSite Towers of Puerto Rico, LLC 

InSite Towers, LLC 
 InSite
Wireless Development LLC 
 InSite Wireless Group, LLC 

Insite Wireless, LLC 
 Invisible
IWG Holdings, LLC 
 Invisible Towers LLC 

IW Equipment, LLC 
 IWD Equipment,
LLC 
 IWG Holdings, LLC 
 IWG
II Holdings, LLC 
 IWG II, LLC 

IWG Miami, LLC 
 IWG Towers Assets
I, LLC 
 IWG Towers Assets II, LLC 

IWG-TLA Australia Pty, Ltd. 

IWG-TLA Canada Corp. 

IWG-TLA Encanto 1, LLC 

IWG-TLA Encanto 2, LLC 

IWG-TLA Encanto 3, LLC 

IWG-TLA Encanto, LLC 

IWG-TLA Holdings, LLC 

IWG-TLA Media 2, LLC 

IWG-TLA Media, LLC 

IWL-TLA Telecom 2, LLC 

IWG-TLA Telecom, LLC 

JT Communications, LLC 

Kirtonkhola Tower Bangladesh Limited 

Lap do Brasil Empreendimentos Imobiliários Ltda 

LAP Inmobiliaria Limitada 












 LAP Inmobiliaria S.R.L. 

Lease Advisors-AU PTY LTD 

LL B Sheet 1, LLC 
 Loxel SAS 

MATC Digital, S. de R.L. de C.V. 

MATC Infraestructura, S. de R.L. de C.V. 

MATC Servicios, S. de R.L. de C.V. 

MC New Macland Properties, LLC 

MCSU Properties, LLC 
 MHB Tower
Rentals of America, LLC 
 Microwave, Inc. 

MIP III U.S. Iron LLC 
 Mountain
Communications, LLC 
 Municipal Bay, LLC 

Municipal-Bay Holdings, LLC 

New Towers LLC 
 PCS Structures
Towers, LLC 
 R-CAL I, LLC 

Repeater Communications Group IV, LLC 

Repeater Communications Group I, LLC 

Repeater Communications Group II, LLC 

Repeater Communications Group III, LLC 

Repeater Communications Group of New York, LLC 

Repeater Communications Group V, LLC 

Repeater Communications Group VI, LLC 

Repeater Communications Group, LLC 

Repeater IWG Holdings, LLC 

Richland Towers, LLC 
 RSA Media
LLC 
 Signum/IWG Tower Corp. 

Southeast Network Access Point, LLC 

SpectraSite Communications, LLC 

SpectraSite, LLC 
 Spectrum Sites,
LLC 
 T8 Ulysses Site Management LLC 

Telecom Lease Advisors Management 2, LLC 

TLA PR-1, LLC 

TLA PR-2, LLC 

Tower Management, Inc. (4) 

Towers of America, L.L.L.P. 

Transcend Infrastructure Holdings Pte. Ltd. 

Transcend Towers Infrastructure (Philippines), Inc. 

Turris Sites Development Corp. 

Turris Sites IWG Corp 
 Tysons II
DAS, LLC 
 Uganda Tower Interco B.V. (1) 












 Ulysses Asset Sub I, LLC 

Ulysses Asset Sub II, LLC 

UniSite, LLC 
 UniSite/Omnipoint
FL Tower Venture, LLC (1) 
 UniSite/Omnipoint NE Tower Venture, LLC (1) 

UniSite/Omnipoint PA Tower Venture, LLC (1) 

Vangard Wireless, LLC 
 Verus
Management One, LLC 
 Virdi IWG Holdings, LLC 
  

	(1)	 Majority interest owned by a wholly owned subsidiary. 



	(2)	 Majority interest owned by a majority owned subsidiary. 



	(3)	 Wholly owned by a majority owned subsidiary. 



	(4)	 50% owned by a wholly owned subsidiary. 














 SCHEDULE 4 

AGENT’S OFFICE; 

CERTAIN ADDRESSES FOR NOTICES 

BORROWER: 
 American Tower Corporation 

116 Huntington Avenue 
 Boston, MA 02116 

Attention: Treasurer (or General Counsel if legal notice) 

Telephone: 617-375-7500 

Fax: 617-375-7575 

Website Address: www.americantower.com 
 U.S. Taxpayer
Identification Number: 65-0723837 
 AGENT: 

JPMorgan Chase Bank, N.A. 
 500 Stanton Christiana Rd. 

NCC5 / 1st Floor 
 Newark, DE 19713 

Attention: Loan & Agency Services Group 
 Tel: 302 634
5399 
 Fax: 302 634 3301 
 Email:
suzanna.l.gallagher@jpmchase.com 
 Agency Withholding Tax Inquiries: 

Email: agency.tax.reporting@jpmorgan.com 
 Agency
Compliance/Financials/Intralinks: 
 Email: covenant.compliance@jpmchase.com 












 EXHIBIT A 

FORM OF COMMITTED LOAN NOTICE 

Date: [_], 2021 
 To: JPMorgan Chase Bank, N.A.,
as Administrative Agent 
 Ladies and Gentlemen: 

Reference is made to that certain 2-Year Term Loan Agreement, to be dated as of December 8, 2021
(as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among American Tower Corporation, a Delaware
corporation (the “Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. 

The undersigned hereby requests (select one): 

☐ An Advance of Loans
                                         
           ☐ A conversion or continuation of Loans 
  

	 	1.	
On                       
                                      (a Business Day).



  

	 	2.	 In the amount of
$                                    . 



 

	 	3.	 With an Interest Period of
                        months. 



The Advance, if any, requested herein complies with Section 2.1 of the Agreement. 

The Borrower hereby represents and warrants that the conditions specified in Section 3.1 shall be satisfied on and
as of the date of the Advance. 
 This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New
York. 
  

			
	 AMERICAN TOWER CORPORATION

		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 



  
 A-1 

Form of Committed Loan Notice 













 EXHIBIT B 

FORM OF NOTICE OF LOAN PREPAYMENT 

Date: ___________, _____ 
 To: JPMorgan Chase
Bank, N.A., as Administrative Agent 
 Ladies and Gentlemen: 

Reference is made to that certain 2-Year Term Loan Agreement, dated as of December 8, 2021 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among American Tower Corporation, a Delaware corporation
(the “Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. 

The Borrower hereby requests to prepay: 
  

			
	 Indicate:
	  	 Indicate:

	Requested Amount	  	Interest Period (e.g. 1, 3 or 6 month interest period)
	 $[______]
	  	

  

			
	 AMERICAN TOWER CORPORATION

		
	 By:
	 	 
		 	 Name: [Type Signatory Name]

		 	 Title: [Type Signatory Title]




  
 B-1 













 EXHIBIT C 

FORM OF NOTE 

__________________ 
 FOR VALUE
RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of ________________________ made by the Lender to the Borrower under that certain 2-Year Term Loan Agreement, dated as of December 8, 2021 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent. 
 The Borrower promises to pay interest on the unpaid principal amount of the Loan made by the Lender from the date
of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in
Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of
actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 
 This promissory note is
one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of
Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Loan made by the Lender shall be evidenced by a loan account
or record maintained by the Lender in the ordinary course of business. The Lender may also attach a schedule to this Note and endorse thereon the date, amount and maturity of its Loan and payments with respect thereto. 

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

  
 C-1 

Form of Note 













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

			
	AMERICAN TOWER CORPORATION
		
	By:	 	 
	Name:	 	 
	Title:	 	 


 C-2 

Form of Note 












 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

													
	 Date
	  	 Type of Loan
Made
	  	 Amount of Loan
Made
	  	 End of Interest
Period
	  	 Amount of
Principal or
Interest Paid
This
Date
	  	 Outstanding
Principal Balance
This Date
	  	 Notation Made By

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	             
	  	            	  	            	  	            	  	            	  	            	  	            
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  


 C-3 

Form of Note 












 EXHIBIT D 

FORM OF LOAN CERTIFICATE 

The undersigned, Edmund DiSanto the Secretary of American Tower Corporation (the “Company”), does hereby certify in the
name of and on behalf of the Company pursuant to the 2-Year Term Loan Agreement, dated December 8, 2021 (the “Term Loan Agreement”), among the Company, the Lenders party thereto, and
JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, as follows: 
 1. All terms not otherwise defined herein shall have the
meanings assigned to such terms in the Term Loan Agreement. 
 2. Attached hereto as Exhibit A is a true, complete and correct copy
of the certificate of incorporation of the Company (the “Certificate of Incorporation”) as certified by the Secretary of State of the State of Delaware as of the date given on the certificate. The Certificate of Incorporation has
not been amended or restated, and no document with respect to an amendment to the Certificate of Incorporation has been filed with the Secretary of State since such date. 

3. Attached hereto as Exhibit B is a true, complete and correct copy of the Bylaws of the Company, as have been in full force and
effect at all times from the date thereof through the date hereof. 
 4. (i) Attached hereto as Exhibit C is a true and correct copy
of certain resolutions adopted by the Board of Directors of the Company by unanimous written consent on December 6, 2021 (the “Resolutions”) (ii) that the Resolutions have not been amended, modified or rescinded and remain in
full force and effect, and (iii) that the Resolutions constitute all of the resolutions or consents of the Board of Directors of the Company relating to the transactions contemplated by the Loan Documents. 

5. Attached hereto as Exhibit D are the names and the respective offices and the true and genuine specimen signatures of the duly
elected, qualified and acting officers of the Company authorized to execute and deliver on behalf of the Company the Loan Documents to which it is a party, and all other documents necessary or appropriate to consummate the transactions contemplated
therein or in the Term Loan Agreement and the Loan Documents. 
 6. Attached hereto as Exhibit E is a true, correct and complete copy
of a Certificate of Good Standing as of a recent date for the Company issued by the Secretary of State of the State of Delaware. 
 7.
Cleary Gottlieb Steen & Hamilton LLP is entitled to rely on this certificate in rendering its opinion pursuant to Section 3.1(c) of the Term Loan Agreement. 

D-1 
 Form of Loan Certificate













 IN WITNESS WHEREOF, I have executed this certificate as of the date first written
above. 
  

			
		
	By:	 	 
	Name:	 	Edmund DiSanto
	Title:	 	Executive Vice President, Chief Administrative Officer, General Counsel and Secretary


 The undersigned, Rodney M. Smith, Executive Vice President, Chief Financial Officer and Treasurer of the
Company, hereby certifies that Edmund DiSanto, who executed the foregoing Certificate, is the duly elected, qualified and acting Secretary of the Company and that the signature set forth above his name is his genuine signature. 

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first above written. 

 

			
		
	 By:
	 	 
	 Name:
	 	 Rodney M. Smith

	 Title:
	 	 Executive Vice President, Chief Financial Officer and Treasurer



 D-2 

Form of Loan Certificate 












 EXHIBIT A 

CERTIFICATE OF INCORPORATION 
 D-3

 Form of Loan Certificate 












 EXHIBIT B 

BY-LAWS 

D-4 
 Form of Loan Certificate













 EXHIBIT C 

RESOLUTIONS 
 D-5 

Form of Loan Certificate 












 EXHIBIT D 
  

					
	 Name
	  	 Office
	 	 Signature

		  		 	
	  
	  	  
	 	  

		  		 	
	  
	  	  
	 	  

		  		 	
	  
	  	  
	 	  

		  		 	
	  
	  	  
	 	  


 D-6 

Form of Loan Certificate 












 EXHIBIT E 

GOOD STANDING CERTIFICATE 
 D-7

 Form of Loan Certificate 












 EXHIBIT E 

FORM OF PERFORMANCE CERTIFICATE 

Financial Statement Date:
                ,      

To:     JPMorgan Chase Bank, N.A., as Administrative Agent 

The undersigned _______ , as [Chief Financial Officer] [President] [Treasurer] of AMERICAN TOWER CORPORATION., a Delaware corporation (the
“Borrower”), does hereby certify in name of and on behalf of the Borrower in connection with that certain 2-Year Term Loan Agreement, dated as of December 8, 2021 (the “Term Loan
Agreement”) by and among the Borrower, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, as follows that: 
  

	 	1.	 Calculations demonstrating compliance with Sections 7.5 and 7.6 of the Term Loan Agreement are set forth on
Schedule 1 attached hereto; and 


  

	 	2.	 To the knowledge of the undersigned, no Default or Event of Default has occurred and is continuing or, if a
Default has occurred, each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default are set forth on Schedule 2 attached hereto. 



Capitalized terms used herein and not otherwise defined have the meaning given to them in the Term Loan Agreement. 

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 

  
 E-1 

Form of Performance Certificate 













 IN WITNESS WHEREOF, I have executed this Performance Certificate in my capacity as
[Chief Financial Officer] [President] [Treasurer] and not in my individual capacity, as of the date first written above. 
  

			
	AMERICAN TOWER CORPORATION,
a Delaware corporation
		
	By:	 	 
		 	Name:
		 	Title:



  
 E-2 

Form of Performance Certificate 













 For the Quarter/Year ended ___________________(“Statement Date”) 

SCHEDULE 1 
 to the
Performance Certificate 
 ($ in 000’s) 

ARTICLE 13—Section 7.5 of the Term Loan Agreement 
  

					
	 1.  Senior Secured Leverage Ratio Compliance
	  			
		
	 (a)   Senior Secured Debt as of the last day of such fiscal quarter or on any
other calculation date, as applicable = the aggregate amount of secured Indebtedness as of such date (including, without limitation, Indebtedness under any Existing ABS Facility and Indebtedness under any additional ABS Facilities entered into in
accordance with Section 7.1(h) of the Term Loan Agreement)
	  	$	______	 
		
	 divided by
	  			
		
	 (b)   Adjusted EBITDA as of the last day of such fiscal quarter, if calculated
as of the end of a fiscal quarter, or as of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.1 or 6.2 of the Term Loan Agreement, if calculated at the time of incurrence of any
Indebtedness = the sum of (in each case determined in accordance with GAAP):
	  			
		
	 (1)   Net Income
	  	$	______	 
		
	 plus (to the extent deducted in determining such Net Income)
	  			
		
	 (2)   The sum of:
	  			
		
	 (A)  depreciation and amortization (including, without limitation, amortization of
goodwill and other intangible assets)
	  	$	______	 
		
	 plus
	  			
		
	 (B)  Interest Expense
	  	$	______	 
		
	 plus
	  			
		
	 (C)  income tax expense, including, without limitation, taxes paid or accrued based on
income, profits or capital, including state, franchise and similar taxes and foreign withholding taxes
	  	$	______	 


  
 E-3 

Form of Performance Certificate 














					
		
	 plus
	  			
		
	 (D)  extraordinary losses and non-recurring non-cash charges and expenses
	  	$	______	 
		
	 plus
	  			
		
	 (E)  all other non-cash charges, expenses and
interest (including, without limitation, any non-cash losses in respect of Hedge Agreements, non-cash impairment charges,
non-cash valuation charges for stock option grants or vesting of restricted stock awards or any other non-cash compensation charges and losses from the early
extinguishment of Indebtedness)
	  	$	______	 
		
	 plus
	  			
		
	 (F)  non-recurring integration costs and
expenses resulting from operational changes and improvements (including, without limitation, severance costs and business optimization expenses)
	  	$	______	 
		
	 plus
	  			
		
	 (G)  non-recurring charges and expenses,
restructuring charges, transaction expenses (including, without limitation, transaction expenses incurred in connection with any merger or acquisition) and underwriters’ fees, and severance and retention payments in connection with any merger
or acquisition
	  	$	______	 
		
	 less
	  			
		
	 (H)  extraordinary gains and cash payments (to the extent not otherwise deducted in
determining Net Income) made during such period with respect to non-cash charges that were added back in a prior period
	  	$	______	 
		
	 SUBTOTAL for (b):
	  	$	________	 
		
	 TOTAL SENIOR SECURED LEVERAGE RATIO (line (a) divided by line (b)) =
	  	 	____: 1.00	 
		
	 Maximum ratio permitted for applicable period =
	  	 	3.00: 1.00	 


  
 E-4 

Form of Performance Certificate 














					
	 ARTICLE 14—Section 7.6 of the Term Loan Agreement
	  			
		
	 1.  Total Borrower Leverage Ratio Compliance
	  			
		
	 (a)   Total Debt as of the last day of such fiscal quarter or on any other
calculation date, as applicable = the sum (without duplication) of, in each case for the Borrower and its Subsidiaries on a consolidated basis:
	  			
		
	 (1)   the outstanding principal amount of the Loans as of such date
	  	$	______	 
		
	 plus
	  			
		
	 (2)   the aggregate amount of Indebtedness plus Attributable Debt of such
Persons as of such date
	  	$	________	 
		
	 plus
	  			
		
	 (3)   the aggregate amount of all Guaranties by such Persons of Indebtedness as
of such date
	  	$	______	 
		
	 plus
	  			
		
	 (4)   to the extent payable by the Borrower, an amount equal to the aggregate
exposure of the Borrower under any permitted Hedge Agreement permitted pursuant to Section 7.1 of the Term Loan Agreement as calculated on a marked to market basis as of the last day of the fiscal quarter being tested or the last day of the
most recently completed fiscal quarter, as applicable
	  	$	______	 
		
	 minus
	  			
		
	 (5)   the sum of all unrestricted domestic cash and Cash Equivalents of the
Borrower and its Subsidiaries as of such date
	  	$	______	 
		
	 SUBTOTAL for (a):
	  	$	________	 
		
	 divided by
	  			
		
	 (b)   Adjusted EBITDA as of the last day of such fiscal quarter, if calculated
as of the end of a fiscal quarter, or as of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.1 or 6.2 of the Term Loan Agreement, if calculated at the time of incurrence of
any
	  			


  
 E-5 

Form of Performance Certificate 














					
	 Indebtedness = the sum of (in each case determined in accordance with GAAP):
	  			
		
	 (1)   Net Income
	  	$	______	 
		
	 plus (to the extent deducted in determining such Net Income)
	  			
		
	 (2)   The sum of:
	  			
		
	 (A)  depreciation and amortization (including, without limitation, amortization of
goodwill and other intangible assets)
	  	$	______	 
		
	 plus
	  			
		
	 (B)  Interest Expense
	  	$	______	 
		
	 plus
	  			
		
	 (C)  income tax expense, including, without limitation, taxes paid or accrued based on
income, profits or capital, including state, franchise and similar taxes and foreign withholding taxes
	  	$	______	 
		
	 plus
	  			
		
	 (D)  extraordinary losses and non-recurring non-cash charges and expenses
	  	$	______	 
		
	 plus
	  			
		
	 (E)  all other non-cash charges, expenses and
interest (including, without limitation, any non-cash losses in respect of Hedge Agreements, non-cash impairment charges,
non-cash valuation charges for stock option grants or vesting of restricted stock awards or any other non-cash compensation charges, and losses from the early
extinguishment of Indebtedness)
	  	$	______	 
		
	 plus
	  			
		
	 (F)  non-recurring integration costs and
expenses resulting from operational changes and improvements (including, without limitation, severance costs and business optimization expenses)
	  	$	______	 


  
 E-6 

Form of Performance Certificate 














					
		
	 plus
	  			
		
	 (G)  non-recurring charges and expenses,
restructuring charges, transaction expenses (including, without limitation, transaction expenses incurred in connection with any merger or acquisition and underwriters’ fees, and severance and retention payments in connection with any merger or
acquisition
	  	$	______	 
		
	 less
	  			
		
	 (H)  extraordinary gains and cash payments (to the extent not otherwise deducted in
determining Net Income) made during such period with respect to non-cash charges that were added back in a prior period
	  	$	______	 
		
	 SUBTOTAL for (b): $________
	  			
		
	 TOTAL BORROWER LEVERAGE RATIO (line (a) divided by line (b)) =
	  	 	____:1.00	 
		
	 Maximum ratio permitted for applicable period =
	  	 	[7.50]2[6.00]3: 1.00	 
		
	 ARTICLE 15—
	  			

  

	2 	 To be used until the fourth full fiscal quarter following the consummation of the Specified Merger.




	3 	 To be used after the fourth full fiscal quarter following the consummation of the Specified Merger.




  
 E-7 

Form of Performance Certificate 













 EXHIBIT F 

ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]4 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]5
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]6 hereunder are
several and not joint.]7 Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Agreement identified below (the “Term Loan
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Term
Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective
capacities as Lenders] under the Term Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of
[the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Term Loan Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in
equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred
to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly 

 

	4 	 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a




	single	 Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the




	second	 bracketed language. 



	5 	 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a
single 



	Assignee,	 choose the first bracketed language. If the assignment is to multiple Assignees, choose the second




	bracketed	 language. 



	6 	 Select as appropriate. 



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



  
 F-1 

Form of Assignment and Assumption 













 
provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 
  

					
	 1.  Assignor[s]:
	 	 	  	
			
		 	 	  	
			
	 2.  Assignee[s]:
	 	 	  	
			
		 	 	  	
	
	 [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

			
	 3.  Borrower(s):
	 	 	  	
	
	 4.  Administrative
Agent:                 JPMorgan Chase Bank, N.A., as the administrative agent under the Term Loan Agreement

	
	 5.  Term Loan Agreement:
        2-Year Term Loan Agreement, dated as of December 8, 2021 among American Tower Corporation, the Lenders from time to time party thereto, and JPMorgan Chase
Bank, N.A., as Administrative Agent

		
	 6.  Assigned Interest[s]:
	  	

  

																					
	
Assignor[s]8
	  	Assignee[s]9	 	  	Aggregate
Amount of
Commitments/Loans
for all Lenders10	 	  	Amount
of
Commitments/
Loans
Assigned	 	  	Percentage
Assigned of
Commitments/
Loans11	 	 	CUSIP
Number	 
		  				  	$	________________	 	  	$	_________	 	  	 	____________	% 	 			
		  				  	$	________________	 	  	$	_________	 	  	 	____________	% 	 			
		  				  	$	________________	 	  	$	_________	 	  	 	____________	% 	 			

  

	8 	 List each Assignor, as appropriate. 



	9 	 List each Assignee, as appropriate. 



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



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




  
 F-2 

Form of Assignment and Assumption 














	[7.	 Trade Date:
    __________________]12 


  

 

	12 	 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be



 determined as of the Trade Date. 

  
 F-3 

Form of Assignment and Assumption 













 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE
EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth in this Assignment and Assumption are hereby
agreed to: 
  

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	 
		 	Title:


  

			
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	 
		 	Title:


 [Consented to and]13 Accepted: 

 

			
	JPMorgan Chase Bank, N.A., as Administrative Agent
		
	By:	 	 
		 	Title:
	
	[Consented to:]14
		
	By:	 	 
		 	Title:

  

	13 	 To be added only if the consent of the Administrative Agent is required by the terms of the Term Loan




	Agreement.	 



	14 	 To be added only if the consent of the Borrower and/or other parties is required by the terms of the Term Loan




	Agreement.	 



  
 F-4 

Form of Assignment and Assumption 













 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Term Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition
of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document. 
 1.2. Assignee. [The][Each] Assignee (a) represents and warrants that
(i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Agreement,
(ii) it meets all the requirements to be an assignee under Section 11.4(b)(i), (iii) and (iv) of the Term Loan Agreement (subject to such consents, if any, as may be required under
Section 11.4(b)(iii) of the Term Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant]
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Term Loan Agreement, and has received or has been accorded the opportunity to receive
copies of the most recent financial statements delivered pursuant to Section __ thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the
terms of the Term Loan Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

  
 F-5 

Form of Assignment and Assumption 













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

  
 F-6 

Form of Assignment and Assumption