EX-4.1



 Exhibit 4.1 

CONFORMED COPY 
  

 
  

Published Deal CUSIP Number: 760760AJ7 

Published Revolver CUSIP Number: 760760AK4 

CREDIT AGREEMENT 
 Dated as
of June 8, 2018 
 among 

REPUBLIC SERVICES, INC., 

as the Borrower, 
 BANK OF
AMERICA, N.A., 
 as Administrative Agent, Swing Line Lender and L/C Issuer, 

JPMORGAN CHASE BANK, N.A. 

and 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 as Co-Syndication Agents 

BNP PARIBAS, MIZUHO BANK, LTD., MUFG BANK, LTD., SUMITOMO MITSUI BANKING 

CORPORATION, SUNTRUST BANK, THE BANK OF NOVA SCOTIA, 

and 
 U.S. BANK NATIONAL
ASSOCIATION, 
 as Co-Documentation Agents 

The Other Lenders Party Hereto 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

JPMORGAN CHASE BANK, N.A. 

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

 
  







 TABLE OF CONTENTS 

 

							
	 Section
	 	 	  	Page	 
	 ARTICLE I.
	 	 DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	 
			
	 1.01
	 	 Defined Terms
	  	 	1	 
	 1.02
	 	 Other Interpretive Provisions
	  	 	23	 
	 1.03
	 	 Accounting Terms
	  	 	24	 
	 1.04
	 	 Rounding
	  	 	25	 
	 1.05
	 	 Times of Day
	  	 	25	 
	 1.06
	 	 Letter of Credit Amounts
	  	 	25	 
			
	 ARTICLE II.
	 	 THE COMMITMENTS AND CREDIT EXTENSIONS
	  	 	25	 
			
	 2.01
	 	 Committed Loans
	  	 	25	 
	 2.02
	 	 Borrowings, Conversions and Continuations of Committed Loans
	  	 	25	 
	 2.03
	 	 Letters of Credit
	  	 	27	 
	 2.04
	 	 Swing Line Loans
	  	 	36	 
	 2.05
	 	 Prepayments
	  	 	38	 
	 2.06
	 	 Termination or Reduction of Commitments
	  	 	39	 
	 2.07
	 	 Repayment of Loans
	  	 	39	 
	 2.08
	 	 Interest
	  	 	40	 
	 2.09
	 	 Fees
	  	 	40	 
	 2.10
	 	 Computation of Interest and Fees
	  	 	41	 
	 2.11
	 	 Evidence of Debt
	  	 	41	 
	 2.12
	 	 Payments Generally; Administrative Agent’s Clawback
	  	 	41	 
	 2.13
	 	 Sharing of Payments by Lenders
	  	 	43	 
	 2.14
	 	 Increase in Commitments
	  	 	44	 
	 2.15
	 	 Cash Collateral
	  	 	44	 
	 2.16
	 	 Defaulting Lenders
	  	 	45	 
	 2.17
	 	 Extension of Maturity Date
	  	 	47	 
			
	 ARTICLE III.
	 	 TAXES, YIELD PROTECTION AND ILLEGALITY
	  	 	48	 
			
	 3.01
	 	 Taxes
	  	 	48	 
	 3.02
	 	 Illegality
	  	 	52	 
	 3.03
	 	 Inability to Determine Rates
	  	 	53	 
	 3.04
	 	 Increased Costs
	  	 	55	 
	 3.05
	 	 Compensation for Losses
	  	 	56	 
	 3.06
	 	 Mitigation Obligations; Replacement of Lenders
	  	 	56	 
	 3.07
	 	 Survival
	  	 	57	 
			
	 ARTICLE IV.
	 	 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	 	57	 
			
	 4.01
	 	 Conditions of Initial Credit Extension
	  	 	57	 
	 4.02
	 	 Conditions to all Credit Extensions
	  	 	58	 
			
	 ARTICLE V.
	 	 REPRESENTATIONS AND WARRANTIES
	  	 	59	 
			
	 5.01
	 	 Corporate Existence and Power
	  	 	59	 
	 5.02
	 	 Corporate Authorization; No Contravention
	  	 	59	 
	 5.03
	 	 Governmental Authorization
	  	 	60	 
	 5.04
	 	 Binding Effect
	  	 	60	 
	 5.05
	 	 Litigation
	  	 	60	 
	 5.06
	 	 No Default
	  	 	60	 


  
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	 5.07
	 	 ERISA Compliance
	  	 	60	 
	 5.08
	 	 Use of Proceeds; Margin Regulations
	  	 	61	 
	 5.09
	 	 Title to Properties
	  	 	61	 
	 5.10
	 	 Taxes
	  	 	61	 
	 5.11
	 	 Financial Condition
	  	 	62	 
	 5.12
	 	 Environmental Matters
	  	 	62	 
	 5.13
	 	 Regulated Entities
	  	 	62	 
	 5.14
	 	 No Burdensome Restrictions
	  	 	62	 
	 5.15
	 	 Copyrights, Patents, Trademarks and Licenses, Etc.
	  	 	62	 
	 5.16
	 	 Subsidiaries
	  	 	62	 
	 5.17
	 	 Insurance
	  	 	62	 
	 5.18
	 	 Solvency
	  	 	63	 
	 5.19
	 	 Full Disclosure
	  	 	63	 
	 5.20
	 	 OFAC
	  	 	63	 
	 5.21
	 	 Anti-Corruption Laws
	  	 	63	 
	 5.22
	 	 EEA Financial Institutions
	  	 	63	 
			
	 ARTICLE VI.
	 	 AFFIRMATIVE COVENANTS
	  	 	63	 
			
	 6.01
	 	 Financial Statements
	  	 	63	 
	 6.02
	 	 Certificates; Other Information
	  	 	64	 
	 6.03
	 	 Notices
	  	 	65	 
	 6.04
	 	 Preservation of Corporate Existence, Etc.
	  	 	66	 
	 6.05
	 	 Maintenance of Property
	  	 	66	 
	 6.06
	 	 Insurance
	  	 	67	 
	 6.07
	 	 Tax Obligations
	  	 	67	 
	 6.08
	 	 Compliance with Laws; Contractual Obligations
	  	 	67	 
	 6.09
	 	 Compliance with ERISA
	  	 	67	 
	 6.10
	 	 Inspection of Property and Books and Records
	  	 	67	 
	 6.11
	 	 Environmental Laws
	  	 	68	 
	 6.12
	 	 Use of Proceeds
	  	 	68	 
	 6.13
	 	 Anti-Corruption Laws
	  	 	68	 
			
	 ARTICLE VII.
	 	 NEGATIVE COVENANTS
	  	 	68	 
			
	 7.01
	 	 Financial Condition Covenants
	  	 	68	 
	 7.02
	 	 Limitation on Liens
	  	 	68	 
	 7.03
	 	 Disposition of Assets
	  	 	70	 
	 7.04
	 	 Consolidations and Mergers
	  	 	70	 
	 7.05
	 	 Loans and Investments
	  	 	71	 
	 7.06
	 	 Limitation on Subsidiary Indebtedness
	  	 	71	 
	 7.07
	 	 Transactions with Affiliates
	  	 	72	 
	 7.08
	 	 Use of Proceeds
	  	 	72	 
	 7.09
	 	 Restricted Payments
	  	 	72	 
	 7.10
	 	 ERISA
	  	 	72	 
	 7.11
	 	 Change in Business
	  	 	72	 
	 7.12
	 	 Burdensome Agreements
	  	 	73	 
	 7.13
	 	 Sanctions
	  	 	73	 
	 7.14
	 	 Anti-Corruption Laws
	  	 	73	 
			
	 ARTICLE VIII.
	 	 EVENTS OF DEFAULT AND REMEDIES
	  	 	73	 
			
	 8.01
	 	 Event of Default
	  	 	73	 


  
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	 8.02
	 	 Remedies
	  	 	75	 
	 8.03
	 	 Rights Not Exclusive
	  	 	75	 
	 8.04
	 	 Application of Receipts
	  	 	75	 
			
	 ARTICLE IX.
	 	 ADMINISTRATIVE AGENT
	  	 	76	 
			
	 9.01
	 	 Appointment and Authority
	  	 	76	 
	 9.02
	 	 Rights as a Lender
	  	 	76	 
	 9.03
	 	 Exculpatory Provisions
	  	 	77	 
	 9.04
	 	 Reliance by Administrative Agent
	  	 	78	 
	 9.05
	 	 Delegation of Duties
	  	 	78	 
	 9.06
	 	 Resignation of Administrative Agent
	  	 	78	 
	 9.07
	 	 Non-Reliance on Administrative Agent and Other
Lenders
	  	 	79	 
	 9.08
	 	 No Other Duties, Etc
	  	 	79	 
	 9.09
	 	 Administrative Agent May File Proofs of Claim
	  	 	80	 
	 9.10
	 	 Lender ERISA Representation
	  	 	80	 
			
	 ARTICLE X.
	 	 MISCELLANEOUS
	  	 	82	 
			
	 10.01
	 	 Amendments, Etc.
	  	 	82	 
	 10.02
	 	 Notices; Effectiveness; Electronic Communication
	  	 	83	 
	 10.03
	 	 No Waiver; Cumulative Remedies
	  	 	85	 
	 10.04
	 	 Expenses; Indemnity; Damage Waiver
	  	 	86	 
	 10.05
	 	 Payments Set Aside
	  	 	87	 
	 10.06
	 	 Successors and Assigns
	  	 	88	 
	 10.07
	 	 Treatment of Certain Information; Confidentiality
	  	 	92	 
	 10.08
	 	 Right of Setoff
	  	 	93	 
	 10.09
	 	 Interest Rate Limitation
	  	 	93	 
	 10.10
	 	 Counterparts; Integration; Effectiveness
	  	 	94	 
	 10.11
	 	 Survival of Representations and Warranties
	  	 	94	 
	 10.12
	 	 Severability
	  	 	94	 
	 10.13
	 	 Replacement of Lenders; Termination of Commitments
	  	 	94	 
	 10.14
	 	 Governing Law; Jurisdiction; Etc.
	  	 	96	 
	 10.15
	 	 Waiver of Jury Trial
	  	 	96	 
	 10.16
	 	 No Advisory or Fiduciary Responsibility
	  	 	97	 
	 10.17
	 	 Electronic Execution of Assignments and Certain Other Documents
	  	 	97	 
	 10.18
	 	 USA PATRIOT Act Notice
	  	 	97	 
	 10.19
	 	 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions
	  	 	98	 
	 10.20
	 	 Judgment Currency
	  	 	98	 
	 10.21
	 	 ENTIRE AGREEMENT
	  	 	99	 
		
	 SIGNATURES
	  	 	S-1	 


  
 iii 








 SCHEDULES 
  

			
	 1.01(a)
	  	Allied Unrestricted Subsidiaries
	 1.01(b)
	  	Excluded Subsidiaries
	 1.01(c)
	  	L/C Issuers and Letter of Credit Commitments
	 1.01(d)
	  	Disqualified Lenders
	 2.01
	  	Commitments and Applicable Percentages
	 2.03
	  	Existing Letters of Credit
	 5.07
	  	ERISA Matters
	 5.12
	  	Environmental Matters
	 5.16
	  	Material Subsidiaries
	 7.02
	  	Existing Liens
	 7.06
	  	Existing Subsidiary Indebtedness
	 7.12
	  	Existing Burdensome Agreements
	 10.02
	  	Administrative Agent’s Office; Certain Addresses for Notices

 EXHIBITS 
  

			
	 	  	Form of
		
	A	  	Committed Loan Notice
	B	  	Swing Line Loan Notice
	C	  	Note
	D	  	Compliance Certificate
	E-1	  	Assignment and Assumption
	E-2	  	Administrative Questionnaire
	F	  	Report of Letter of Credit Information
	G	  	U.S. Tax Compliance Certificates


  
 iv 








 CREDIT AGREEMENT 

This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 8, 2018, among REPUBLIC SERVICES, INC., a Delaware
corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line
Lender and an L/C Issuer. 
 The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to
do so on the terms and conditions set forth herein. 
 In consideration of the mutual covenants and agreements herein contained, the parties
hereto covenant and agree as follows: 
 ARTICLE I. 

DEFINITIONS AND ACCOUNTING TERMS 

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

“Acquired Plan” means any Plan which was originally established and maintained by a Person other than the Borrower or an
ERISA Affiliate and which became, or hereafter becomes, a Plan as a result of an Acquisition by the Borrower or any Subsidiary. 

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or
indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership
interests, membership interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary) provided
that the Borrower or the Subsidiary is the surviving entity. 
 “Administrative Agent” means Bank of America in its
capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. 
 “Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower
and the Lenders. 
 “Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of
Exhibit E-2 or any other form approved by the Administrative Agent. 

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Aggregate
Commitments” means the Commitments of all the Lenders. 
 “Agreement” means this Credit Agreement. 

“Allied Unrestricted Subsidiary” means each Subsidiary of Allied Waste Industries, LLC, a Delaware limited liability company,
set forth on Schedule 1.01(a). 

  
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 “Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction
applicable to the Borrower and its Affiliates from time to time concerning or relating to bribery or corruption, including without limitation the United States Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, as each may be
amended from time to time. 
 “Applicable Percentage” means with respect to any Lender at any time, the percentage (carried
out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.16. If the commitment of each Lender to make Loans and
the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined
based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 
 “Applicable Rate” means,
from time to time, the following percentages per annum, based upon the Pricing Level for the applicable Debt Rating as set forth below: 
  

															
	 Pricing

Level
	  	 Debt Rating

S&P/Moody’s
	  	Facility Fee	 	 	Applicable Margin for
Eurodollar Rate Loans
and Letter of Credit Fees	 	 	Applicable
Margin for Base
Rate Loans	 
	1	  	3 A-/A3	  	 	0.090	% 	 	 	0.910	% 	 	 	0.000	% 
	2	  	BBB+/Baa1	  	 	0.100	% 	 	 	1.000	% 	 	 	0.000	% 
	3	  	BBB/Baa2	  	 	0.150	% 	 	 	1.050	% 	 	 	0.050	% 
	4	  	BBB-/Baa3	  	 	0.200	% 	 	 	1.175	% 	 	 	0.175	% 
	5	  	£ BB+/Ba1	  	 	0.250	% 	 	 	1.375	% 	 	 	0.375	% 

 “Debt Rating” means, as of any date of determination, the debt rating of the Borrower’s non-credit-enhanced, senior unsecured long-term debt as determined by either of S&P or Moody’s (each a “Debt Rating”, and collectively, the “Debt Ratings”). 

For purposes of each of the rates set forth in the table above such rates shall be the applicable rate per annum determined as of the day of
receipt by the Administrative Agent from the Borrower of evidence satisfactory to the Administrative Agent of the then-applicable Debt Rating. The applicable Debt Rating for determining the Pricing Level shall be the highest Debt Rating of the
Borrower; provided, that (i) if the two Debt Ratings differ by more than one level, the Pricing Level applicable to the level that is one level lower than the higher Debt Rating shall apply, (ii) if the Borrower has only one Debt
Rating, the Pricing Level applicable to the level of that Debt Rating shall apply, and (iii) if the Borrower does not have any Debt Rating, Pricing Level 5 shall apply. Initially, the Applicable Rate shall be determined based upon the Debt
Rating specified in the certificate delivered pursuant to Section 4.01(a)(vi). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective during the
period commencing on the date of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to Section 6.03 (or, if earlier, on the date that the Administrative Agent becomes aware of such public
announcement) and ending on the date immediately preceding the effective date of the next such change. 
 “Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

“Arrangers” means MLPFS, JPMorgan Chase Bank, N.A. (“JPMorgan”), and Wells Fargo Securities, LLC
(“WFS”), each in its capacity as joint lead arranger and joint bookrunner. 

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

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

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

“Availability Period” means the period from and including the Effective Date to the earliest of (a) the Maturity Date,
(b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C
Credit Extensions pursuant to Section 8.02. 
 “Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

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

“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.). 

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2
of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate set by Bank of America
based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 

“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan. 

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

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial
Ownership Regulation, which certification shall be substantially similar in 

  
 3 








 
form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and
Securities Industry and Financial Markets Association. 
 “Beneficial Ownership Regulation” means 31 C.F.R. §
1010.230. 
 “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is
subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or
Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. 
 “Borrower”
has the meaning specified in the introductory paragraph hereto. 
 “Borrower Materials” has the meaning specified in
Section 6.02. 
 “Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the
context may require. 
 “Browning-Ferris Indenture” means the Restated Indenture dated as of September 1, 1991,
between Browning-Ferris Industries, LLC (f/k/a Browning-Ferris Industries, Inc.), a Delaware limited liability company, and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, N.A. (formerly Chase Bank of
Texas, N.A.) as successor trustee to First City, Texas-Houston, N.A., including all amendments thereto, all supplements thereto and any amendments and restatements or refinancings thereof. 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close
under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day. 

“Canadian Dollars” means the lawful currency of Canada. 

“Canadian L/C” means a Letter of Credit which is denominated in Canadian Dollars. 

“Capital Lease” means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or
personal property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person. 

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the
Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as
the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and
substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds
of such cash collateral and other credit support. 
 “Change in Law” means the occurrence, after the date of this
Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive 

  
 4 








 
(whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the
date enacted, adopted or issued. 
 “Change of Control” means an event or series of events by which: 

(a) (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act,
but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than any Gates Entity (as hereinafter defined)
becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have
“beneficial ownership” of all securities that such person or group has the right to acquire whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly,
of more than 25% of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower (“Voting Securities”) on a fully-diluted basis (and taking into account
all such securities that such person or group has the right to acquire pursuant to any option right) or (ii) any one or more of Cascade Investment, L.L.C. (“Cascade”), the Bill & Melinda Gates Foundation Trust (the
“Trust”), any entity directly or indirectly owned or controlled by Cascade or the Trust, or any Person directly or indirectly controlling Cascade, the Trust or any such entity, or any trustee of any of the foregoing (collectively,
the “Gates Entities”) becomes the “beneficial owner”, directly or indirectly, of Voting Securities of the Borrower sufficient to cause the aggregate “beneficial ownership” of Voting Securities of the Borrower by
all of the Gates Entities to exceed 49% of the Voting Securities of the Borrower on a fully-diluted basis (and taking into account all such securities that the Gates Entities have the right to acquire pursuant to any option right); or 

(b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent
governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing
body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that
board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

 “Code” means the Internal Revenue Code of 1986. 

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant to
Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth
opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.


  
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 “Committed Borrowing” means a borrowing consisting of simultaneous Committed
Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 

“Committed Loan” has the meaning specified in Section 2.01. 

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one
Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative
Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

“Compliance Certificate” means a certificate substantially in the form of Exhibit D. 

“Computation Period” means any period of four consecutive fiscal quarters ending on the last day of a fiscal quarter. 

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or
that are franchise Taxes or branch profits Taxes. 
 “Consolidated EBITDA” means, with respect to the Borrower and its
Subsidiaries for any Computation Period, the sum of, without duplication, (a) Consolidated Net Income during such Computation Period, plus (b) the following, in each case to the extent deducted in computing Consolidated Net Income
during such Computation Period: (i) Consolidated Interest Expense; (ii) taxes on income; (iii) depreciation, amortization and depletion; (iv) accretion; (v) loss on extinguishment of Indebtedness,
(vi) non-cash charges incurred with respect to Borrower’s withdrawal liabilities disclosed on Schedule 5.07 and (vii) non-cash write-downs or
write-offs of assets, including non-cash losses on the sale of assets outside the ordinary course of business; provided that, to the extent that any Acquisition has been consummated during a Computation
Period, Consolidated EBITDA shall be computed on a pro forma basis in accordance with Article 11 of Regulation S-X of the SEC or in a manner otherwise approved by the Administrative Agent for the purposes of
determining the Total Debt to EBITDA Ratio; provided, further, that in any Computation Period in which pro forma adjustments are made in accordance with the foregoing proviso, the Borrower’s Chief Financial Officer (or other
approved Responsible Officer) will, at the time that it submits each applicable Compliance Certificate, include documentation (including calculations) in form and detail satisfactory to the Administrative Agent as to the historical operating results
and adjustments included in such Computation Period. 
 “Consolidated Interest Coverage Ratio” means in respect of any
Computation Period the ratio of (a) Consolidated EBITDA for such Computation Period to (b) Consolidated Interest Expense for such Computation Period. 

“Consolidated Interest Expense” means, with respect to any Computation Period, the gross interest expense of the Borrower and
its Subsidiaries, including, (i) the amortization of debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of Indebtedness to the extent included in interest expense, (iii) the portion of any
liabilities incurred in connection with Capital Leases allocable to interest expense and (iv) consolidated yield or discount accrued on the aggregate outstanding investment or claim held by purchasers, assignees or other transferees of (or of
interests in) receivables of the Borrower and its Subsidiaries in connection with any Securitization Transaction (regardless of the accounting treatment of such Securitization Transaction). 

  
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 “Consolidated Net Income” means, for any Computation Period, the gross revenues
from operations of the Borrower and its Subsidiaries, less all operating and non-operating expenses of the Borrower and its Subsidiaries, including taxes on income but excluding all non-cash, non-recurring charges and all extraordinary gains or losses. 

“Consolidated Tangible Assets” means the consolidated total assets of the Borrower and its Subsidiaries but excluding
goodwill, franchises, licenses, patents, trademarks, trade names, copyrights and any other intangible assets. 
 “Contingent
Obligation” means, as to any Person, any direct or indirect liability of such Person, whether or not contingent, (a) with respect to any Indebtedness, lease, dividend, letter of credit or other obligation (the “primary
obligations”) of another Person (the “primary obligor”), including any obligation of such Person (i) to purchase, repurchase or otherwise acquire such primary obligations or any security therefor, (ii) to advance or provide
funds for the payment or discharge of any such primary obligation, or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial
condition of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary
obligation, or (iv) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof (each a “Guaranty Obligation”); (b) with respect to any Surety Instrument issued for the account
of such Person or as to which such Person is otherwise liable for reimbursement of drawings or payments; or (c) to purchase any materials, supplies or other property from, or to obtain the services of, another Person if the relevant contract or
other related document or obligation requires that payment for such materials, supplies or other property, or for such services, shall be made regardless of whether delivery of such materials, supplies or other property is ever made or tendered, or
such services are ever performed or tendered. The amount of any Contingent Obligation shall (a) in the case of Guaranty Obligations, be deemed equal to the stated or determinable amount of the primary obligation in respect of which such
Guaranty Obligation is made (subject to any limitation set forth in such guaranty) or, if not stated or if indeterminable, the maximum reasonably anticipated liability in respect thereof, and (b) in the case of other Contingent Obligations, be
equal to the maximum reasonably anticipated liability in respect thereof. 
 “Contractual Obligation” means, as to any
Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

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

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

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

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights
of creditors generally. 
 “Default” means any event or condition that constitutes an Event of Default or that, with the
giving of any notice, the passage of time, or both, would be an Event of Default. 

  
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 “Default Rate” means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a
Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate
equal to the Applicable Rate plus 2% per annum. 
 “Defaulting Lender” means, subject to Section 2.16(b), any
Lender that (a) has failed to (i) fund all or any portion of its Loans within three Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing
that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not
been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing
Line Loans) within three Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any L/C Issuer, the Swing Line Lender or any Lender in writing that it does not intend to comply with its funding obligations
or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by
the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding
under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets,
including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a
Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not
result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject,
repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of
the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the
Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each L/C Issuer, the Swing Line Lender and each Lender promptly following such determination. 

“Designated Jurisdiction” means any country, region or territory to the extent that such country, region or territory itself
is the subject of any Sanction. 
 “Disqualified Lender” means each Person described on Schedule 1.01(d). 

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

  
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 “Dollar Equivalent Amount” means (a) with respect to any amount denominated
in Dollars, such amount, and (b) with respect to a Canadian Dollar amount, the equivalent amount thereof in Dollars as determined by the L/C Issuer, as the case may be, at such time on the basis of the Exchange Rate (determined in respect of
the most recent Valuation Date) for the purchase of Dollars with Canadian Dollars. 
 “Domestic Subsidiary” means any
Subsidiary that is organized under the laws of any political subdivision of the United States (for the avoidance of doubt, excluding Puerto Rico). 

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

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

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

“Effective Date” means the first date all the conditions precedent in Section 4.01 are satisfied or
waived in accordance with Section 10.01. 
 “Eligible Assignee” means any Person that meets the
requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)). 

“Environmental Claims” means all written claims, however asserted, by any Governmental Authority or other Person alleging
potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment. 

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 
 “Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting
from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit
interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other 

  
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ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other
ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of
determination. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and
regulations promulgated thereunder. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

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

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

“Eurodollar Base Rate” has the meaning specified in the definition of Eurodollar Rate. 

“Eurodollar Rate” means (a) for any Interest Period with respect to a Eurodollar Rate Loan and (b) for any Base
Rate Loan bearing interest at a rate based on the Eurodollar Rate, a rate per annum determined by the Administrative Agent pursuant to the following formula: 
  

			
	Eurodollar Rate =	  	Eurodollar Base Rate
	  	  

		  	1.00 – Eurodollar Reserve Percentage

 Where, 

“Eurodollar Base Rate” means: 

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered
Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may
be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits 

  
 10 








 
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; 

(b) for any interest calculation pursuant to clause (c) of the definition of Base Rate, the rate per annum equal to
LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day; and 

(c) if the Eurodollar Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement;

 provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the
approved rate shall be applied in a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied
in a manner as otherwise reasonably determined by the Administrative Agent. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or
any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto. 

“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage
(expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) with respect to Eurodollar funding (currently referred to as “Eurodollar liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted
automatically as of the effective date of any change in the Eurodollar Reserve Percentage. 
 “Eurodollar Rate Loan” means
a Committed Loan that bears interest at a rate based on clause (a) of the definition of Eurodollar Rate. 
 “Event of
Default” has the meaning specified in Section 8.01. 
 “Exchange Act” means the
Securities Exchange Act of 1934. 
 “Exchange Rate” means the Spot Rate of Exchange. 

“Excluded Subsidiary” means each Subsidiary set forth on Schedule 1.01(b) and each other Subsidiary that is approved
from time to time as an Excluded Subsidiary by the Administrative Agent. 
 “Excluded Taxes” means any of the following
Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such
Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such 

  
 11 








 
Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. 

“Existing Credit Agreements” means, collectively, (a) that certain Second Amended and Restated Credit Agreement, dated
as of May 2, 2016, among the Borrower, the lenders from time to time party thereto and the Administrative Agent, and (b) that certain Credit Agreement, dated as of June 30, 2014, among the Borrower, the lenders from time to time party
thereto and the Administrative Agent, in each case as amended. 
 “Existing Letters of Credit” means those standby letters
of credit existing on the Effective Date and set forth on Schedule 2.03 attached hereto. 
 “FASB ASC” means the
Accounting Standards Codification of the Financial Accounting Standards Board. 
 “FATCA” means Sections 1471 through 1474
of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any
agreements entered into pursuant to Section 1471(b)(1) of the Code. 
 “Federal Funds Rate” means, for any day, the
rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions
as determined by the Administrative Agent and (c) if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“Fee Letters” means, collectively, (a) that certain letter agreement, dated May 22, 2018, among the Borrower, the
Administrative Agent and MLPFS, and (b) those certain letter agreements between the Borrower and the other Arrangers. 

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is
resident for tax purposes (including such a Lender when acting in the capacity of the L/C Issuer). For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single
jurisdiction. 
 “FRB” means the Board of Governors of the Federal Reserve System of the United States. 

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting
Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the
terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been
reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. 

  
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 “Fund” means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 

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

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including any supra-national bodies such as the European Union or the European Central Bank). 
 “Guaranty
Obligation” has the meaning specified in the definition of Contingent Obligation. 
 “Hazardous Materials” means
all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. 

“Indebtedness” means, for any Person, without duplication, (a) all indebtedness of such Person for borrowed money;
(b) all obligations issued, undertaken or assumed by such Person as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business on ordinary terms); (c) all reimbursement or
payment obligations of such Person with respect to Surety Instruments; (d) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments; (e) all indebtedness of such Person created or arising under any
conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property); (f) all obligations of such Person with respect to Capital Leases; (g) Attributable Indebtedness; (h) all indebtedness of the types referred to in clauses (a) through
(g) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness, provided that the amount of any such Indebtedness shall be deemed to be the lesser of the face principal amount thereof and the fair market value of the property subject
to such Lien; and (i) all Guaranty Obligations of such Person in respect of Indebtedness of the types described above; provided that Indebtedness shall not include obligations arising out of the endorsement of instruments for deposit or
collection in the ordinary course of business. For all purposes of this Agreement, the Indebtedness of any Person shall include all Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer (other
than any such Indebtedness which is expressly non-recourse to such Person). 
 “Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a),
Other Taxes. 
 “Indemnitees” has the meaning specified in Section 10.04(b). 

  
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 “Information” has the meaning specified in
Section 10.07. 
 “Insolvency Proceeding” means, with respect to any Person, (a) any case,
action or proceeding with respect to such Person before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or
relief of debtors or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in
each case undertaken under any U.S. Federal, state or foreign law, including the Bankruptcy Code. 
 “Interest Payment
Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan
exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the first Business Day
after the end of each March, June, September and December and the Maturity Date. 
 “Interest Period” means, as to each
Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one week (if offered by all Lenders) or one, two, three or six months (or
twelve months, if offered by all Lenders) thereafter, as selected by the Borrower in its Committed Loan Notice; provided that: 

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

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

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

“Investment” has the meaning specified in Section 7.05. 

“IRS” means the United States Internal Revenue Service. 

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

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

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, regulations,
ordinances, codes and administrative or judicial determinations, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all administrative
orders, licenses and authorizations of any Governmental Authority applicable to Borrower and permits of, and agreements with, any Governmental Authority, applicable to Borrower, any Lender or the Administrative Agent. 

  
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 “L/C Advance” means, with respect to each Lender, such Lender’s funding of
its participation in any L/C Borrowing in accordance with its Applicable Percentage. 
 “L/C Borrowing” means an extension
of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing. 

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the increase of the amount thereof (including any reinstatement pursuant to Section 2.03(b)(iv)). 

“L/C Issuer” means (i) each Lender set forth on Schedule 1.01(c), for so long as such Lender shall have a Letter
of Credit Commitment for the issuance of Letters of Credit by such L/C Issuer under this Agreement, and each L/C Issuer’s Letter of Credit Commitment shall initially be as set forth on Schedule 1.01(c), (ii) any replacement letter of
credit issuer arising under Section 9.06 and (iii) any other Lender or any Affiliate of a Lender which has agreed in a writing (which writing shall set forth the initial Letter of Credit Commitment for all Letters of
Credit to be issued by such L/C Issuer under this Agreement, which Letter of Credit Commitment shall automatically be deemed to supplement Schedule 1.01(c) hereto) to become an “L/C Issuer” hereunder and has been
approved by the Borrower and the Administrative Agent; provided that in the case of any Existing Letter of Credit that was issued through an Affiliate of an L/C Issuer, such Letter of Credit shall be deemed for purposes of
Section 2.03 to have been issued by such L/C Issuer. All singular references to the L/C Issuer shall mean any L/C Issuer, the L/C Issuer that has issued the applicable Letter of Credit, or all L/C Issuers, as the context
may require. 
 “L/C Obligations” means, as at any date of determination, the aggregate of the Dollar amount and, as
applicable, the Dollar Equivalent Amount available to be drawn under all outstanding Letters of Credit plus the aggregate of the Dollar amount and, as applicable, the Dollar Equivalent Amount of all Unreimbursed Amounts, including all L/C
Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn. 
 “Lender” has the meaning specified in the introductory paragraph
hereto and, as the context requires, includes the Swing Line Lender. 
 “Lending Office” means, as to any Lender, the
office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include any
Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires, each reference to a Lender shall include its applicable Lending Office. 

“Letter of Credit” means any standby letter of credit issued hereunder (including any Canadian L/C issued pursuant to
Section 2.03(a)(iv)) and shall include each Existing Letter of Credit. 
 “Letter of Credit
Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer. 

“Letter of Credit Commitment” means, as to any L/C Issuer at any time, the amount set forth on Schedule 1.01(c) (as
such schedule may be updated from time to time pursuant to Section 2.03 or 

  
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otherwise, which update shall be provided to the Administrative Agent for incorporation into such updated Schedule 1.01(c)). 

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such
day is not a Business Day, the next preceding Business Day). 
 “Letter of Credit Fee” has the meaning specified in
Section 2.03(h). 
 “LIBOR” has the meaning set forth in the definition of Eurodollar Base Rate.

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

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

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to
the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of
such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice
is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower). 

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or
other preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease, and any financing lease having
substantially the same economic effect as any of the foregoing, but not including the interest of a lessor under an operating lease). 

“Loan” means an extension of credit in Dollars by a Lender to the Borrower under Article II in the form of a Committed
Loan or a Swing Line Loan. 
 “Loan Document” means each of this Agreement, each Note, each Issuer Document, any agreement
creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement and the Fee Letters; and “Loan Documents” means two or more of the foregoing. 

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank Eurodollar market. 
 “Margin Stock” means “margin stock” as such term is defined in Regulation T, U or
X of the FRB. 
 “Material Adverse Effect” means a material adverse change in, or a material adverse effect upon, the
operations, business, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole. 

“Material Financial Obligation” means Indebtedness, Attributable Indebtedness, Contingent Obligations and obligations under
Swap Contracts of the Borrower or any Subsidiary, and obligations of the Borrower or any Subsidiary in respect of any Securitization Transaction, in an aggregate amount (or, 

  
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in the case of a Swap Contract, having a Swap Termination Value), for all such Indebtedness, Attributable Indebtedness, Contingent Obligations, obligations under Swap Contracts and obligations in
respect of Securitization Transactions, but without duplication, equal to $100,000,000 or more. 
 “Material Subsidiary”
means, as of any date of determination, each direct or indirect Domestic Subsidiary (other than an Excluded Subsidiary) that (a) has total assets (including Equity Interests in other Subsidiaries) equal to or greater than 5% of consolidated
total assets of the Borrower and its Subsidiaries (calculated as of the end of the most recent fiscal period for which financial statements are available), or has revenues equal to or greater than 5% of the consolidated total revenues of the
Borrower and its Subsidiaries (calculated for the most recent four-fiscal quarter period for which financial statements are available), (b) is designated by the Borrower as a Material Subsidiary, or (c) guarantees any Senior Note Indebtedness.

 “Maturity Date” means June 8, 2023, subject to extension (in the case of each Lender consenting thereto) as
provided in Section 2.17. 
 “MLPFS” means Merrill Lynch, Pierce, Fenner & Smith
Incorporated (or any other registered broker-dealer wholly owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services
or related businesses may be transferred following the date of this Agreement). 
 “Moody’s” means Moody’s
Investors Service, Inc. and any successor thereto. 
 “Multiemployer Plan” means a “multiemployer plan”, within
the meaning of Section 4001(a)(3) of ERISA, with respect to which the Borrower or any ERISA Affiliate (i) may have any liability or (ii) has made or been obligated to contribute to during the preceding five plan years. 

“Non-Extending Lenders” has the meaning specified in
Section 2.17(b). 
 “Note” means a promissory note made by the Borrower in favor of a Lender
evidencing Loans made by such Lender, substantially in the form of Exhibit C. 
 “Obligations” means all advances
to, and debts, liabilities, obligations, covenants and duties of the Borrower arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, in each case whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 

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

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and
the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or
organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles
of formation or organization of such entity. 

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

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or
similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. 

“Outstanding Amount” means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any
date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any
reimbursements by the Borrower of Unreimbursed Amounts. 
 “Participant” has the meaning specified in
Section 10.06(d). 
 “Participant Register” has the meaning specified in
Section 10.06(d). 
 “PBGC” means the Pension Benefit Guaranty Corporation, or any Governmental
Authority succeeding to any of its principal functions under ERISA. 
 “Pension Plan” means a pension plan (as defined in
Section 3(2) of ERISA), subject to Title IV of ERISA, other than a Multiemployer Plan, with respect to which the Borrower or any ERISA Affiliate may have any liability. 

“Permitted Liens” has the meaning specified in Section 7.02. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means an employee benefit plan (as defined in
Section 3(3) of ERISA), other than a Multiemployer Plan, with respect to which the Borrower or any ERISA Affiliate may have any liability, and includes any Pension Plan. 

“Plan Acquisition Date” means, with respect to any Acquired Plan, the first date on which the Borrower or any ERISA Affiliate
may have any liability with respect to such Acquired Plan. 
 “Platform” has the meaning specified in
Section 6.02. 
 “Priority Indebtedness” means, at any time, the sum (determined on a
consolidated basis without duplication) of (i) the aggregate outstanding amount of Indebtedness of the Borrower and its Subsidiaries secured by Liens permitted under clause (j) of Section 7.02 of this Agreement
plus (ii) the aggregate Investment or claim held at such time by all purchasers, assignees or other transferees of (or interests in) receivables and other rights to payment in all Securitization Transactions plus (iii) the
aggregate outstanding amount of Indebtedness of the Borrower’s Subsidiaries at such time permitted under clause (d) of Section 7.06. 

  
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 “PTE” means a prohibited transaction class exemption issued by the U.S.
Department of Labor, as any such exemption may be amended from time to time. 
 “Public Lender” has the meaning specified
in Section 6.02. 
 “Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any
other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder. 
 “Register” has
the meaning specified in Section 10.06(c). 
 “Registered Public Accounting Firm” has the meaning
specified in the Securities Laws and shall be independent of the Borrower as prescribed in the Securities Laws. 
 “Related
Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s
Affiliates. 
 “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations
thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC. 

“Republic Indentures” means (i) that certain Indenture dated as of September 8, 2009 between the Borrower and The
Bank of New York Mellon Trust Company, N.A., as Trustee, (ii) that certain Indenture dated as of November 25, 2009 between the Borrower and U.S. Bank National Association, as Trustee, and (iii) that certain Indenture dated as of
May 21, 2012 between the Borrower and Wells Fargo Bank, National Association, as Trustee, including, in each case, all amendments thereto, supplements thereto and any amendments and restatements or refinancings thereof. 

“Republic Insurance Entity” means Bon Ambiente Insurance Company, a Cayman Islands exempted company, Republic Services Risk
Management, Inc., a Delaware corporation, RSG Cayman Group, Inc., a Delaware corporation, Saguaro National Captive Insurance Company, an Arizona corporation, Global Indemnity Assurance Company, a Vermont insurance company, and each other Subsidiary
formed in connection with any captive insurance program that is approved from time to time as a Republic Insurance Entity by the Administrative Agent. 

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a
Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 

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

“Requirement of Law” means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of
an arbitrator or of a Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 

  
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 “Responsible Officer” means the chief executive officer, the president or any
vice president of the Borrower, or any other officer having substantially the same authority and responsibility; or, with respect to financial matters, the chief financial officer, the vice president-finance, vice president—treasury and
investor relations, the treasurer or any assistant treasurer of the Borrower, or any other officer having substantially the same authority and responsibility; and, solely for purposes of notices given pursuant to Article II, any other officer
or employee of the Borrower so designated by any of the foregoing officers in a notice to the Administrative Agent; or, with respect to corporate offices and authority, the secretary or assistant secretary of the Borrower or any other officer having
the same authority and responsibility. 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 Cash” means that amount of cash of the Borrower and its Subsidiaries held by or pledged to trustees for
industrial revenue bonds and tax-exempt financings that is included on the balance sheet of the Borrower, at any date of determination, in the line item “Restricted Cash.” 

“Restricted Payment” means, as to any Person, any dividend or other distribution (whether in cash, securities or other
property) with respect to any capital stock or other Equity Interest of such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof). 

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

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and
any successor thereto. 
 “Sarbanes Oxley” means the Sarbanes Oxley Act of 2002. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes Oxley and
the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board. 

“Securitization Subsidiary” means any special purpose, bankruptcy remote Subsidiary of the Borrower that purchases accounts
receivable, lease receivables or other payment obligations generated by the Borrower or any of its Subsidiaries in connection with any Securitization Transaction. 

“Securitization Transaction” means any sale, assignment or other transfer by the Borrower or any Subsidiary of accounts
receivable, lease receivables or other payment obligations owing to the Borrower or any Subsidiary or any interest in any of the foregoing, together in each case with any collections and other proceeds thereof, any collection or deposit accounts
related thereto, and any collateral, guaranties or other property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to any such receivables or other payment obligations. 

  
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 “Senior Note Indebtedness” means any Indebtedness outstanding under any of the
Senior Note Indentures. 
 “Senior Note Indentures” means, collectively, the Republic Indentures, the Browning-Ferris
Indenture and any additional Indentures pursuant to which the Borrower or its Subsidiaries from time to time issue any senior notes in accordance with the provisions of this Agreement. 

“Solvent” means, when used with respect to any Person, that at the time of determination: 

(a) the fair value of its assets (both at fair valuation and at present fair saleable value on an orderly basis) is in excess
of the total amount of its liabilities, including Contingent Obligations; and 
 (b) it is then able and expects to be able
to pay its debts as they mature; and 
 (c) it has capital sufficient to carry on its business as conducted and as proposed
to be conducted. 
 “Spot Rate of Exchange” for a currency means the rate determined by an L/C Issuer, as applicable, to be
the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of Canadian Dollar with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two
Business Days prior to the date as of which the foreign exchange computation is made; provided that the L/C Issuer may obtain such spot rate from another financial institution designated by the L/C Issuer if the Person acting in such
capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in
the case of any Letter of Credit denominated in Canadian Dollars. 
 “Subsidiary” of a Person means a corporation,
partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than
securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 

“Surety Instruments” means all letters of credit (including standby and commercial), banker’s acceptances, bank
guaranties, shipside bonds, surety bonds and similar instruments. 
 “Swap Contract” means (a) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or
forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations
or liabilities under any Master Agreement. 

  
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 “Swap Termination Value” means, in respect of any one or more Swap Contracts,
after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or
any Affiliate of a Lender). 
 “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to
Section 2.04. 
 “Swing Line Lender” means Bank of America in its capacity as provider of Swing
Line Loans, or any successor swing line lender hereunder. 
 “Swing Line Loan” has the meaning specified in
Section 2.04(a). 
 “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to
Section 2.04(b), which shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as
shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

“Swing Line Sublimit” means an amount equal to the lesser of (a) $100,000,000 and (b) the Aggregate Commitments. The
Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments. 
 “Synthetic Lease Obligation” means
the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of
property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

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

“Total Debt” means, at any time, the sum (determined on a consolidated basis and without duplication) of all Indebtedness of
the Borrower and its Subsidiaries, excluding contingent obligations with respect to Surety Instruments (other than any letter of credit issued for the account of the Borrower or any Subsidiary to support Indebtedness of a Person other than the
Borrower or any Subsidiary). 
 “Total Debt to EBITDA Ratio” means in respect of any Computation Period the ratio of
(a) Total Debt minus Restricted Cash, as at the end of such Computation Period, to (b) Consolidated EBITDA for such Computation Period. 

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

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

  
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 “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year. 
 “United States” and “U.S.” mean the United States of America. 

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

 “U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

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

“Valuation Date” means any of (a) the date of any L/C Borrowing, and (b) with respect to any Letter of Credit each
of the following: (i) each date of issuance of a Letter of Credit denominated in Canadian Dollars, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any
payment by the L/C Issuer under any Letter of Credit denominated in Canadian Dollars, (iv) in the case of all Existing Letters of Credit denominated in Canadian Dollars, the Effective Date, and (v) such additional dates as the
Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require. 
 “Wholly-Owned Subsidiary”
means any Subsidiary in which (other than directors’ qualifying shares required by law) 100% of the capital stock, membership interests or other Equity Interests of each class having ordinary voting power, and 100% of the capital stock,
membership interests or other Equity Interests of every other class, in each case, at the time as of which any determination is being made, is owned, beneficially and of record, by the Borrower, or by one or more of the other Wholly-Owned
Subsidiaries, or both. 
 “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the
write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in
the EU Bail-In Legislation Schedule. 
 1.02 Other Interpretive Provisions. With reference to
this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: 
 (a) The definitions of
terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to
any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending,


  
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replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to
time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights. 
 (b) In the computation of periods of time from a specified date to a later specified date, the word
“from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and
including.” 
 (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall
not affect the interpretation of this Agreement or any other Loan Document. 
 1.03 Accounting Terms; LIBOR.
(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as
otherwise specifically prescribed herein and without giving effect to any change in GAAP which would require the Borrower to “mark-for-market” its obligations
under Swap Contracts (unless (i) the Borrower and the Required Lenders agree to give effect to such changes or (ii) the Borrower has recognized a gain or loss as a result of such Swap Contract). Notwithstanding the foregoing, for purposes
of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof,
and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. 

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and
(ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements
for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. 

(c) Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its
Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to
consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein. 
 (d) Rate
Determinations. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, 

  
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submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto. 

1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing
the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number). 
 1.05 Times of Day. Unless otherwise specified,
all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). 
 1.06 Letter of Credit
Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount, or, in the case of a Canadian L/C, the Dollar Equivalent Amount of the stated amount, of such Letter of Credit in
effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the
amount of such Letter of Credit shall be deemed to be the maximum stated amount, or, in the case of a Canadian L/C, the Dollar Equivalent Amount of the maximum stated amount, of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time. 
 ARTICLE II. 

THE COMMITMENTS AND CREDIT EXTENSIONS 

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

2.02 Borrowings, Conversions and Continuations of Committed Loans. 

(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans
shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery
to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 1:00 p.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to
or continuation of Eurodollar Rate Loans, and (ii) on the requested date of any Borrowing of or conversion to Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the 

  
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Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which
existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give
a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any Committed Loan Notice, but fails to specify an Interest Period, it
will be deemed to have specified an Interest Period of one month. 
 (b) Following receipt of a Committed Loan Notice, the Administrative
Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each
Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in
immediately available funds at the Administrative Agent’s Office not later than 3:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in
Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by
the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then
the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above. 

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for
such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. 

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for
Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in
determining the Base Rate promptly following the public announcement of such change. 
 (e) After giving effect to all Committed Borrowings,
all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, unless the Administrative Agent otherwise consents, there shall not be more than fifteen Interest Periods in effect with
respect to Committed Loans. 
 (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover
all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the
Administrative Agent and such Lender. 

  
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 2.03 Letters of Credit. 

(a) The Letter of Credit Commitment. 

(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of
the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of
the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings properly drawn under the Letters of Credit; and (B) the
Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of
Credit, (w) the Total Outstandings shall not exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all
L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (y) the aggregate amount available to be drawn under all Letters of
Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided that any L/C Issuer may, following a request from the Borrower and in its sole discretion,
issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the other conditions to the issuance of any such Letters of Credit are satisfied). Each request by the Borrower for
the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing
limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of
Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and
conditions hereof. The Borrower agrees to promptly notify the Administrative Agent of the designation of any Lender or Affiliate of a Lender as an L/C Issuer. 

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

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

(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the
Lenders have approved such expiry date. 
 (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit
if: 
 (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall
prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction,


  
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reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss,
cost or expense which was not applicable on the Effective Date and which such L/C Issuer in good faith deems material to it (it being understood that the applicable L/C Issuer shall promptly notify the Borrower and the Administrative Agent of any of
the foregoing events or circumstances); 
 (B) the issuance of such Letter of Credit would violate one or more applicable
policies of such L/C Issuer; 
 (C) such Letter of Credit is to be denominated in a currency other than Dollars, or, only in
the case of Bank of America as L/C Issuer, in a currency other than Dollars or Canadian Dollars; 
 (D) such Letter of Credit
contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; 
 (E) any Lender is
at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C
Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either (i) the Letter of Credit then proposed to be issued as to which
the L/C Issuer has potential Fronting Exposure or (ii) that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual Fronting Exposure, in each case, as it may elect in its sole discretion; or 

(F) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C issuer would exceed the
sublimit established by such L/C Issuer in accordance with the definition thereof (which, in all cases will be less than or equal to Aggregate Commitments). 

(iv) On the terms and conditions set forth herein any L/C Issuer may issue upon request and for the account of the Borrower (or
the applicable Subsidiary) a standby Canadian L/C. For purposes of determining L/C Obligations, any Canadian L/C shall be recorded in the Administrative Agent’s account in Dollars based on the Dollar Equivalent Amount on the date of issuance of
such Canadian L/C; provided, however, that the L/C Issuer shall determine the Dollar Equivalent Amount of any Canadian L/C on the Valuation Date for the purpose of determining L/C Obligations. In the case of a Letter of Credit
denominated in Canadian Dollars, the Borrower shall reimburse the L/C Issuer in Canadian Dollars, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the
absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse the L/C Issuer in Dollars. In the case of any such
reimbursement in Dollars of a drawing under a Letter of Credit denominated in Canadian Dollars, the L/C Issuer shall notify the Borrower of the Dollar Equivalent Amount of the drawing promptly following the determination thereof. If at any time
there is a drawing under a Canadian L/C and the Borrower shall not promptly reimburse such drawing as provided in Section 2.03(c), the Borrower shall be obligated to immediately repay to the Administrative Agent for the
benefit of the Lenders an amount in Dollars equal to the Dollar Equivalent Amount of the Canadian Dollars paid by the applicable L/C Issuer to the beneficiary of such Canadian L/C on the date of such drawing. 

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

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit; Auto-Reinstatement Letters of Credit.

 (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to
the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower (or through such other procedures as may otherwise be
approved by the applicable L/C Issuer and the Administrative Agent, including electronic communications in accordance with subsection 10.02(b)). Such Letter of Credit Application must be received by the applicable L/C Issuer and the
Administrative Agent not later than 1:00 p.m. at least two Business Days (or such later date and time as such L/C Issuer may agree in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a
request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit
(which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder;
(F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the applicable L/C Issuer may
reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit
to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable L/C Issuer may reasonably require. Additionally, the Borrower
shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the
Administrative Agent may require. 
 (ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C
Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative
Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent 

  
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or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article
IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable
amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit. 

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole
and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C
Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be
required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the
extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has
determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension
Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in
Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension. 

(iv) If the Borrower so requests in any applicable Letter of Credit Application, an L/C Issuer may, in its sole and absolute
discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise
directed by such L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence,
the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if
such Auto-Reinstatement Letter of Credit permits an L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement
within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), such L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by
telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such
reinstatement or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied or that such reinstatement would violate the
proviso to the first sentence of Section  

  
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2.03(a)(i) (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing such L/C Issuer not to permit such reinstatement. 

(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect
thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

(c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the
applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 1:00 p.m. on the date of any payment by the applicable L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the
Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided, that if any payment is made by an L/C Issuer after 1:00 p.m. on an Honor Date, such reimbursement shall
occur not later than 1:00 p.m. on the first Business Day occurring after such Honor Date. If the Borrower fails to so reimburse the applicable L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the
amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate
Loans in Dollars to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (or, in the case of any Unreimbursed Amount in respect of any Canadian L/C, in an amount equal to the Dollar Equivalent Amount of such Unreimbursed
Amount), without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions
set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be
given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the
Administrative Agent (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the
Unreimbursed Amount not later than 3:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available
shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer. 

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because
the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the
applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this Section 2.03. 

  
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 (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the
applicable L/C Issuer. 
 (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the
applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right which such Lender may have against the applicable L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the
conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the
applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. 

(vi) If any Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount
required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this
Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than interest and fees as aforesaid) shall constitute
such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. 
 (d)
Repayment of Participations. 
 (i) At any time after the applicable L/C Issuer has made a payment under any Letter of
Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in
respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such
Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative
Agent. 
 (ii) If any payment received by the Administrative Agent for the account of the applicable L/C Issuer pursuant to
Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by


  
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such L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent,
plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive
the payment in full of the Obligations and the termination of this Agreement. 
 (e) Obligations Absolute. The obligation of the
Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement
under all circumstances, including the following: 
 (i) any lack of validity or enforceability of such Letter of Credit,
this Agreement, or any other Loan Document; 
 (ii) the existence of any claim, counterclaim, setoff, defense or other right
that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or any other
Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

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

(iv) waiver by an L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of the
Borrower or any waiver by an L/C Issuer which does not in fact materially prejudice the Borrower; 
 (v) honor of a demand
for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; 
 (vi)
any payment made by an L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is
authorized by the UCC or the ISP, as applicable; 
 (vii) any payment by the applicable L/C Issuer under such Letter of
Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter
of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or 
 (viii) any other
circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary. 

  
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 The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable L/C Issuer. The Borrower shall be conclusively deemed to have
waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid. 
 (f) Role of
L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents
expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the applicable L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or
with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of
any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the applicable
L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through
(viii) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against such L/C Issuer, and such L/C Issuer may be liable to
the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or
such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and
not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C
Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which
may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”)
message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. 
 (g) Applicability of
ISP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of
Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Borrower for, and no L/C Issuer’s rights and remedies against the Borrower shall be impaired by, any action or inaction of such L/C Issuer required or permitted
under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where an L/C Issuer or the beneficiary is located, the practice stated in the
ISP or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade—International Financial Services Association (“BAFT-IFSA”), or the Institute
of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. 

  
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 (h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the
account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under
such Letter of Credit, or in the case of a Canadian L/C the Dollar Equivalent Amount of such daily amount available to be drawn under such Canadian L/C; provided, however, any Letter of Credit Fees otherwise payable for the account of a
Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to Section 2.16(b) shall be payable, to the maximum extent
permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of
such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
Section 1.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December, commencing
with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn
under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request
of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. 
 (i) Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by such L/C Issuer in an amount to be determined
by the Borrower and the applicable L/C Issuer. Such fronting fee shall be due and payable in full by the Borrower to the applicable L/C Issuers, with respect to each Letter of Credit, quarterly in arrears on the first Business Day after the end of
each March, June, September and December commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available
to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, unless otherwise agreed with the applicable L/C Issuer, the Borrower shall pay
directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such
customary fees and standard costs and charges are due and payable on demand and are non-refundable. 

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the
terms hereof shall control. 
 (k) Reporting of Letter of Credit Information. For so long as any Letter of Credit issued by an L/C
Issuer other than the Administrative Agent is outstanding, such L/C Issuer shall deliver to the Administrative Agent on the last Business Day of each calendar month, and on each date that an L/C Credit Extension occurs with respect to any such
Letter of Credit, a report in the form of Exhibit F hereto, appropriately completed with the information for every outstanding Letter of Credit issued by such L/C Issuer. The Administrative Agent shall deliver to the Lenders on a monthly
basis a report of all outstanding Letters of Credit. 
 (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter
of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of
Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for 

  
 35 








 
the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. 

2.04 Swing Line Loans. 

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements
of the other Lenders set forth in this Section 2.04, to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an
aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C
Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line
Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may
have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow
under this Section 2.04. Each Swing Line Loan shall be deemed a Base Rate Loan notwithstanding anything to the contrary in Section 2.08(a)(iii) regarding the interest rate applicable to such Swing
Line Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to
the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. 
 (b) Borrowing Procedures. Each
Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice
must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00
p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 or an integral multiple thereof, and (ii) the requested borrowing date, which shall be a Business Day. Promptly
after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 3:30 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of
Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than
4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately
available funds. 

  
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 (c) Refinancing of Swing Line Loans. 

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby
irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such
request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples
specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the
Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice
available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative
Agent’s Office not later than 3:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate
Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. 

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with
Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk
participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such
participation. 
 (iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line
Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be
entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the
Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar
fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than interest and fees as aforesaid) shall constitute such
Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent)
with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 
 (iv) Each
Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar 

  
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to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the
conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. 

(d) Repayment of Participations. 

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender
receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during
which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender. 
 (ii)
If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the
date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause
shall survive the payment in full of the Obligations and the termination of this Agreement. 
 (e) Interest for Account of Swing Line
Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this
Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender. 

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line
Loans directly to the Swing Line Lender. 
 2.05 Prepayments. 

(a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or
in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior
to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000
in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then
outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next
prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of
the amount of such Lender’s Applicable Percentage of such 

  
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prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified
therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to
Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. 

(b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 

(c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay
Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this
Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. 

2.06 Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate
Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination
or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any
notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the
Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may
terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding
L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. 

2.07 Repayment of Loans. 

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

 (b) The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the fourth Business Day following the giving of
notice by the Swing Line Lender to the Borrower and (ii) the Maturity Date. 

  
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 2.08 Interest. 

(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate or such other rate as may be agreed to from time to time by the Borrower and the Swing Line Lender; provided that after any purchase by the Lenders of a
participation in any Swing Line Loan, the rate of interest on such Swing Line Loan shall not be less than the Base Rate plus the Applicable Rate. 

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due
(after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 
 (iii) Upon the request of the
Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws. 
 (iv) Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand. 
 (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment
Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any
Debtor Relief Law. 
 2.09 Fees. In addition to certain fees described in subsections (h) and (i) of
Section 2.03: 
 (a) Facility Fee. The Borrower shall pay to the Administrative Agent for the account of
each Lender in accordance with its Applicable Percentage, a facility fee equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of
all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.16. The facility fee shall accrue at all times during the Availability Period (and thereafter
so long as any Committed Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the first
Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the Maturity Date (and, if applicable, thereafter on demand). The facility fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during any 

  
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quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 

(b) Other Fees. 

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

(ii) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at
the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 
 2.10
Computation of Interest and Fees. All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be
made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day
year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on
which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent
manifest error. 
 2.11 Evidence of Debt. 

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

(b) In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 

2.12 Payments Generally; Administrative Agent’s Clawback. 

(a) General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any
counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at
the Administrative 

  
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Agent’s Office in Dollars and in immediately available funds not later than 3:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its
Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 3:00 p.m. shall be deemed
received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 
 (b) (i) Funding by
Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of
Base Rate Loans, prior to 2:00 p.m. on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the
time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed
Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for
each day from the date such amount is made available to the Borrower to the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate 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, and (B) in the
case of a payment to be made by the Borrower, the interest rate applicable to the applicable Borrowing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative
Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute
such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative
Agent. 
 (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume
that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact
made such payment, then each of the Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in immediately
available funds with interest thereon, for each day from the date such amount is distributed to it to the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation. 

  
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 A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount
owing under this subsection (b) shall be conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions
Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest. 
 (d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any
Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c). 

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

2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment
in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount
of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Committed Loans and sub-participations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be
equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that:

 (i) if any such participations or sub-participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or sub-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 (x) any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, or
(z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or sub-participations in L/C Obligations or Swing Line Loans to any
assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). 

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may 

  
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exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such
participation. 
 2.14 Increase in Commitments. 

(a) Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the
Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $1,000,000,000 plus the amount, if any, by which the Aggregate Commitments have been reduced as
the result of any termination of the Commitment of any Lender pursuant to Section 10.13; provided that (i) any such request for an increase shall be in a minimum amount of $100,000,000, (ii) any such increased
or additional Commitment shall be obtained from one or more existing Lenders (it being understood that no existing Lender shall be required to increase its Commitment) and/or other Persons that qualify as Eligible Assignees, and (iii) no
increase in the Aggregate Commitments shall increase the Swing Line Sublimit. 
 (b) Additional Lenders. Any Person that is to become
a Lender pursuant to this Section 2.14 shall execute and deliver a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. 

(c) Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent
and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Increase Effective
Date and the Commitments and Applicable Percentages of the Lenders after giving effect thereto. 
 (d) Conditions to Effectiveness of
Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by a Responsible Officer (i) certifying and attaching
the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V are true and
correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of
this Section 2.14, the representations and warranties contained in subsection (a) of Section 5.11 shall be deemed to refer to the most recent statements furnished pursuant to clause
(a) of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to
Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. 

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

(a) Certain Credit Support Events. (i) Upon the request of any L/C Issuer, if such L/C Issuer has honored any full or partial
drawing request under any Letter of Credit issued by such L/C Issuer and such drawing has resulted in an L/C Borrowing, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations with respect
to such L/C Issuer; or (ii) upon the request of the Administrative Agent or any L/C Issuer if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case,


  
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immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative
Agent, any L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and
any Cash Collateral provided by the Defaulting Lender). 
 (b) Grant of Security Interest. All Cash Collateral (other than credit
support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such Lender,
hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in
all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied
pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total
amount of such Cash Collateral is less than the applicable Fronting Exposure (after giving effect to Section 2.16(a)(iv)) and other obligations secured thereby (as identified at the time such Cash Collateral is provided),
the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. 

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this
Section 2.15 or Sections 2.03, 2.04, 2.05, 2.16 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations,
Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations (as identified at the time of the provision thereof) for
which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. 
 (d)
Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other
obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vii))) or (ii) the
Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a
Default or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.04), and (y) the Person providing Cash Collateral
and the applicable L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations. 

2.16 Defaulting Lenders. 

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

  
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 (ii) Reallocation of Payments. Any payment of principal, interest, fees or
other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative
Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that
Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, if so determined by the
Administrative Agent or requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit;
fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined
by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations
of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any
Lender, L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of
any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement;
and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that
Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be
applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting
Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii)
shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. 
 (iii)
Certain Fees. That Defaulting Lender (x) shall be entitled to receive any facility fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the
sum of (1) the Outstanding Amount of the Committed Loans funded by it and (2) its Applicable Percentage of the stated amount of Letters of Credit and Swing Line Loans for which it has provided Cash Collateral pursuant to
Section 2.03, Section 2.04, Section 2.15, or Section 2.16(a)(ii), as applicable (and the Borrower shall (A) be required to pay to each of
the L/C Issuers and the Swing Line Lender, as applicable, the amount of such fee allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be required to pay the remaining amount of such fee that otherwise would have
been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h). 

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a
Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to
Sections 2.03 and 2.04, the “Applicable Percentage” of 

  
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each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such
reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting
Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender
minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder
against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting
Lender’s increased exposure following such reallocation. 
 (b) Defaulting Lender Cure. If the Borrower, the
Administrative Agent, Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of
outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a
pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be
made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties,
no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

2.17 Extension of Maturity Date. 

(a) Requests for Extension. The Borrower may, not more than twice during the term of this Agreement, by written notice to the
Administrative Agent (who shall promptly notify the Lenders) not earlier than the second anniversary of the Effective Date and not later than nine (9) months prior to the Maturity Date then in effect hereunder (the “Existing Maturity
Date”), request that each Lender extend such Lender’s Maturity Date for an additional one-year from the Existing Maturity Date, which request shall indicate the date by which each Lender shall
respond to such request (which shall not be earlier than 30 days after the date the Administrative Agent is notified of such request unless otherwise agreed by the Administrative Agent in its sole discretion) (such date, the “Notice
Date”) and the date on which such extension shall be effective (which shall not be earlier than 35 days after the Administrative Agent is notified of such request, unless otherwise agreed by the Administrative Agent in its sole discretion)
(such date, the “Extension Effective Date”). 
 (b) Lender Elections to Extend. Each Lender, acting in its sole and
individual discretion, shall, by notice to the Administrative Agent given on or prior to the Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension. Each Lender that has failed to notify the Administrative
Agent as to whether it has agreed to a requested extension on or before the Notice Date shall be deemed to have declined to extend its Maturity Date (each such Lender, together with all Lenders that have declined to extend their Maturity Date,
collectively, the “Non-Extending Lenders”). The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. 

  
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 (c) Notification by Administrative Agent. The Administrative Agent shall notify the
Borrower of each Lender’s determination under this Section promptly and, in any event, no later than three Business Days after the Notice Date. 

(d) Additional Commitment Lenders. The Borrower shall have the right to replace each
Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) in accordance with
Section 10.13. 
 (e) Minimum Extension Requirement. If (and only if) the total of the Commitments of the
Lenders that have agreed so to extend their Maturity Date (each, an “Extending Lender”) and the additional Commitments of the Additional Commitment Lenders that have become Lenders pursuant to Section 10.13
shall be more than 50% of the Aggregate Commitments then in effect, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended on the Extension Effective Date to the date one year after the Existing
Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day). 

(f) Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Borrower shall deliver to the
Administrative Agent a certificate of the Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such
extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension
Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this
Section 2.17, the representations and warranties contained in subsection (a) of Section 5.11 shall be deemed to refer to the most recent statements furnished pursuant to clause
(a) of Section 6.01, and (B) no Default exists. 
 (g)
Non-Extending Lenders. The Maturity Date of the Non-Extending Lenders shall remain unchanged and the Borrower shall repay all Committed Loans of the Non-Extending Lenders outstanding on such Maturity Date, together with any accrued interest, fees or other amounts owing to such Lenders hereunder. 

(h) Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the
contrary. 
 ARTICLE III. 

TAXES, YIELD PROTECTION AND ILLEGALITY 

3.01 Taxes. 

(a) (i) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on
account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the
Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or the Borrower, then the Administrative Agent or the Borrower shall be entitled to make such deduction or withholding, upon the
basis of the information and documentation to be delivered pursuant to subsection (e) below. 
 (ii) If the
Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall
withhold or make 

  
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such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the
Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the
sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this
Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. 

(iii) If the Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold
or deduct any Taxes from any payment, then (A) the Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation
it has received pursuant to subsection (e) below, (B) the Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in
accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of
all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or
deduction been made. 
 (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection
(a) above, the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(c) Tax Indemnifications. 

(i) The Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 30 days
after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or
required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or
on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 30 days after demand therefor, for any
amount which a Lender or any L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. 

(ii) Each Lender and each L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof
within 30 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Borrower has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to 

  
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such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative
Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any
reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to
any Lender by the Administrative Agent or the Borrower shall be conclusive absent manifest error. Each Lender and each L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or
such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). 

(d) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority as provided in
this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to
report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (e) Status of Lenders; Tax
Documentation. 
 (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to
payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation 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
Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 
 (ii) Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person, 
 (A) any Lender that is a U.S.
Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 

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


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

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

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

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

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

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

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent
at the time or times prescribed by 

  
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law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement. 
 (iii) Each Lender agrees that if any form or certification it
previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing
of its legal inability to do so. 
 (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the
Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account
of such Lender or such L/C Issuer, as the case may be. If any Recipient determines, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this
Section 3.01 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred by
such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the
contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Borrower pursuant to this subsection the payment of which would place the Recipient in a less favorable net
after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems
confidential) to the Borrower or any other Person. 
 (g) Survival. Each party’s obligations under this
Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Aggregate Commitments and the
repayment, satisfaction or discharge of all other Obligations. 
 3.02 Illegality. If any Lender reasonably determines that any Law
has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to
determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market,
then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be
suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate 

  
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on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be
determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), at the Borrower’s option, prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender
to Base Rate Loans (or, if applicable, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base
Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans
and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such
Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate.
Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 
 3.03
Inability to Determine Rates. 
 (a) Generally. 

(i) Except in the case of circumstances described in Section 3.03(b), if for any reason in connection
with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the
applicable amount and Interest Period of such Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or
in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (B) the Required Lenders or the Administrative Agent determine that for any reason the
Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the
Borrower and each Lender, then thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Base Rate Loans or Interest Periods), and (y) in the event
of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the
Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the
extent of the affected Eurodollar Base Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. 

(ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of
this section, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the
Impacted Loans until (A) the Administrative Agent revokes the notice delivered 

  
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with respect to the Impacted Loans under clause (a)(i)(A) of the first sentence of this section, (B) the Administrative Agent or the Required Lenders notify the Administrative Agent and the
Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (C) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has
asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such
rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. 

(b) Non-Temporary Situations with Respect to LIBOR. Notwithstanding anything to the contrary in
this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the
Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: 
 (i)
adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to
be temporary; or 
 (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the
Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled
Unavailability Date”), or 
 (iii) syndicated loans currently being executed, or that include language similar to
that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, 

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower
or Required Lenders, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated
therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”),
together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all
Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. 

If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as
applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected
Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate
Loans (subject to the foregoing clause (y)) in the amount specified 

  
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therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this
Agreement. 
 3.04 Increased Costs. 

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

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

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses
(b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto; or 
 (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or
expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; 
 and the result of any of
the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to
such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such
Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or
amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. 

(b) Capital Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or
any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements or liquidity has or would have the effect of reducing the rate of return on such Lender’s or
such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitment of such Lender or the Loans made by, or participations in Letters of Credit
held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower
will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered. 

(c) Certificates for Reimbursement. A certificate of a Lender or such L/C Issuer setting forth the amount or amounts necessary to
compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the
calculation thereof, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt
thereof. 

  
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 (d) Delay in Requests. Failure or delay on the part of any Lender or such L/C Issuer to
demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to
compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than 60 days prior to the date that such Lender or such L/C Issuer, as the case may be, notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof). 

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall
promptly compensate such Lender (except, in the case of Section 3.05(c), any Defaulting Lender) for and hold such Lender (except, in the case of Section 3.05(c), any Defaulting Lender) harmless
from any loss, cost or expense incurred by it as a result of: 
 (a) any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay or borrow any Loan or continue or
convert any Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or 
 (c) any assignment of a Eurodollar Rate Loan on
a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13; 

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

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender
shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. 
 3.06 Mitigation Obligations;
Replacement of Lenders. 
 (a) Designation of a Different Lending Office. Each Lender may make any Credit Extension to Borrower
through any Lending Office, provided that the exercise of this option shall not affect the obligation of Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under
Section 3.04, or the Borrower is required to pay any additional amount to any Lender, any L/C Issuer, or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to
Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for
funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or L/C Issuer, such designation or assignment (i) would eliminate or
reduce amounts payable pursuant to Section 3.01 or 

  
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3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not
subject such Lender or L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender or any L/C Issuer in connection with any such designation or assignment. 
 (b) Replacement of
Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount pursuant to Section 3.01 to the Administrative Agent, any Lender or
any Governmental Authority for the account of any Lender, or if the Borrower receives a notice from a Lender pursuant to Section 3.02, the Borrower may replace such Lender in accordance with
Section 10.13. 
 3.07 Survival. All obligations under this Article III shall survive termination of
the Aggregate Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent. 
 ARTICLE IV.

 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 

4.01 Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension
hereunder and the effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: 
 (a) The Administrative
Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Effective Date (or, in
the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: 

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

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible
Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan
Documents to which the Borrower is a party; 
 (iv) such documents and certifications as the Administrative Agent may
reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; 

(v) a certificate of a Responsible Officer of the Borrower (A) stating that the representations and warranties contained
in Article V are true and correct on and as of such date, as though made on and as of such date; (B) stating there is no action, suit, investigation or 

  
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proceeding pending or threatened in writing in any court or before any arbitrator or Governmental Authority that purports (i) to materially and adversely affect the Borrower or its
Subsidiaries, or (ii) to affect any transaction contemplated hereby or the ability of the Borrower to perform its obligations under this Agreement; and (C) either (i) attaching copies of all consents, licenses and approvals required
in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or
(ii) stating that no such consents, licenses or approvals are so required; 
 (vi) a certificate signed by a Responsible
Officer of the Borrower certifying (A) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material
Adverse Effect; and (B) the current Debt Ratings; 
 (vii) such other assurances, certificates, documents, consents or
opinions as the Administrative Agent, the applicable L/C Issuers, the Swing Line Lender or the Required Lenders reasonably may require; 

(viii) evidence that the Existing Credit Agreements have been or concurrently with the Effective Date are being terminated; and

 (ix) a favorable opinion of Quarles & Brady LLP, counsel to the Borrower, addressed to the Administrative Agent
and each Lender in form and substance reasonably satisfactory to the Administrative Agent. 
 (b) Any fees required to be paid on or before
the Effective Date shall have been paid. 
 (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees,
charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees,
charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 

(d) Upon the reasonable request of any Lender made at least ten days prior to the Effective Date, the Borrower shall have provided to such
Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the
Effective Date. 
 (e) At least five days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under
the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower. 
 Without
limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto. 
 4.02 Conditions to all
Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of 

  
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Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: 

(a) The representations and warranties of the Borrower contained in Article V and in each other Loan Document, or which are contained in
any document furnished by the Borrower at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept
applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date,
in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02(a), the representations and warranties contained in Section 5.11(a) shall be
deemed to refer to the most recent statements furnished pursuant to Section 6.01. 
 (b) No Default shall exist or
would result from such proposed Credit Extension or from the application of the proceeds thereof. 
 (c) The Administrative Agent and, if
applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. 

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension. 
 ARTICLE V. 

REPRESENTATIONS AND WARRANTIES 

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

5.01 Corporate Existence and Power. The Borrower and each of its Material Subsidiaries: 

(a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; 

(b) has the power and authority and all governmental licenses, authorizations, consents and approvals (i) to own its assets and to carry
on its business and (ii) to execute, deliver and perform its obligations under the Loan Documents to which it is a party; 
 (c) is duly
qualified to do business in each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification; and 

(d) is in compliance with all Requirements of Law; 

except, in each case referred to in subclause (b)(i), clause (c) or clause (d), to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect. 
 5.02 Corporate Authorization; No Contravention. The execution, delivery
and performance by the Borrower of each Loan Document to which it is a party have been duly authorized by all necessary corporate, company, partnership or other similar organizational action (as the case may be), and do not and will not: 

  
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 (a) contravene the terms of any of the Borrower’s Organization Documents; 

(b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material
Contractual Obligation to which the Borrower or any of its Subsidiaries is a party, or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or any of its Subsidiaries or any of its or their property is subject;
or 
 (c) violate any Requirement of Law. 

5.03 Governmental Authorization. No approval, consent, exemption, authorization or other action by, or notice to, or filing with, any
Governmental Authority (other than any of the foregoing which has been obtained or made and is in full force and effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of
this Agreement or any other Loan Document. 
 5.04 Binding Effect. This Agreement and each other Loan Document constitute the legal,
valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally or by equitable principles relating to enforceability. 
 5.05 Litigation. There are no actions,
suits, proceedings, claims or disputes pending or, to the best knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, against the Borrower or any Subsidiary or any of their respective
properties (a) which purport to affect or pertain to this Agreement or any other Loan Document or (b) as to which there exists a reasonable likelihood of an adverse determination, which determination would reasonably be expected to have a
material adverse effect on the ability of the Borrower to pay and perform the Obligations. No injunction, writ, temporary restraining order or other order of any nature has been issued by any court or other Governmental Authority purporting to
enjoin or restrain the execution, delivery or performance of this Agreement or any other Loan Document, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided. 

5.06 No Default. No Default exists or would result from the incurring of any Obligations by the Borrower. As of the Effective Date,
neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation in any respect which, individually or together with all such defaults, could reasonably be expected to have a Material Adverse Effect. 

5.07 ERISA Compliance. Except as specifically disclosed in Schedule 5.07: 

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law (or,
in the case of an Acquired Plan, can be brought into such compliance without any material fine, penalty or other liability). Except for Acquired Plans with respect to which the failure to have received a qualification letter would not result in any
material fine, penalty or other liability, each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS (or will be submitted for a determination letter within the applicable
remedial amendment period), and to the best knowledge of the Borrower, nothing has occurred which would cause the loss of such qualification. Except as could not reasonably be expected to result in liability to the Borrower or any ERISA Affiliate in
excess of $20,000,000, the Borrower and each ERISA Affiliate has made all required contributions to any Plan or Multiemployer Plan subject to Section 412 of the Code (except for contributions to Acquired Plans not made prior to the respective
Plan Acquisition Dates and which do not in the aggregate exceed $1,000,000 for any Acquired 

  
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Plan) and have not submitted any application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan or
Multiemployer Plan. 
 (b) There are no pending or, to the best knowledge of Borrower, threatened claims, actions or lawsuits, or action by
any Governmental Authority, with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect
to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. 
 (c) (i) No ERISA Event has occurred
or is reasonably expected to occur which has resulted or could reasonably be expected to result in liability under Title IV of ERISA to the Borrower or any ERISA Affiliate in an aggregate amount in excess of $50,000,000; (ii) no contribution failure
has occurred with respect to a Pension Plan sufficient to give rise to a Lien under Section 303(k) of ERISA securing liability in excess of $20,000,000; (iii) no Pension Plan has any Unfunded Pension Liability, which has resulted or could
reasonably be expected to result in a Material Adverse Effect; (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan, which has
resulted or could reasonably be expected to result in a Material Adverse Effect; (v) to the best knowledge of the Borrower, neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event
has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan in an aggregate amount in excess of $50,000,000; and
(vi) neither the Borrower nor any ERISA Affiliate has engaged in a transaction, which could reasonably be expect to result in liability to the Borrower or such ERISA Affiliate in excess of $50,000,000 pursuant to Section 4069 or 4212(c) of
ERISA. 
 (d) As of the Effective Date, the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR
§ 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments. 

5.08 Use of Proceeds; Margin Regulations. The proceeds of the Loans will be used solely for the purposes set forth in and permitted by
Section 6.12 and Section 7.08. Neither the Borrower nor any Subsidiary is generally engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing
or carrying Margin Stock. 
 5.09 Title to Properties. The Borrower and each Subsidiary have good record and marketable title in fee
simple to, or valid leasehold interests in or rights to operate, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a
Material Adverse Effect. As of the Effective Date, the property of the Borrower and its Subsidiaries (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) is subject to no Liens, other than Permitted Liens. 

5.10 Taxes. The Borrower and its Material Subsidiaries have filed all Federal and other material tax returns and reports required to be
filed, and have paid all Federal and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. 

  
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 5.11 Financial Condition. 

(a) The Audited Financial Statements: 

(i) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise
expressly noted therein; 
 (ii) fairly present the financial condition of the Borrower and its consolidated Subsidiaries as
of the dates thereof and the results of operations for the periods covered thereby; and 
 (iii) show all material
indebtedness and other liabilities, absolute or contingent, of the Borrower and its consolidated Subsidiaries as of the dates thereof, including liabilities for taxes and material Contingent Obligations. 

(b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that
has had or could reasonably be expected to have a Material Adverse Effect. 
 5.12 Environmental Matters. The Borrower conducts in the
ordinary course of business a review of the effect of existing Environmental Laws and existing Environmental Claims on its business, operations and properties, and as a result thereof the Borrower has reasonably concluded that, except as
specifically disclosed in Schedule 5.12, such Environmental Laws and Environmental Claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

5.13 Regulated Entities. None of the Borrower, any Person controlling the Borrower, or any Subsidiary is an “Investment
Company” within the meaning of the Investment Company Act of 1940. The Borrower is not subject to any Federal or state statute or regulation limiting its ability to incur Indebtedness. 

5.14 No Burdensome Restrictions. Neither the Borrower nor any Subsidiary is a party to or bound by any Contractual Obligation, or
subject to any restriction in any Organization Document or any Requirement of Law, which could reasonably be expected to have a Material Adverse Effect. 

5.15 Copyrights, Patents, Trademarks and Licenses, Etc. The Borrower or its Subsidiaries own or are licensed or otherwise have
the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person, except to the extent failure to own, license or otherwise have the right to use any such item, or any such conflict, could not reasonably be expected to have a Material Adverse Effect. To the best
knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary, and which is material to the business
or operations of the Borrower and its Subsidiaries, infringes upon any rights held by any other Person (excluding infringements which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). 

5.16 Subsidiaries. The Material Subsidiaries as of the Effective Date are identified in Schedule 5.16. 

5.17 Insurance. The properties (except to the extent such property, individually or in the aggregate, is not material to the Borrower
and its Subsidiaries) of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies (or are self-insured) in such amounts, 

  
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with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or such
Subsidiary operates. 
 5.18 Solvency. The Borrower and the Borrower and its Subsidiaries, taken as a whole, are Solvent after giving
effect to the transactions contemplated by the Loan Documents. 
 5.19 Full Disclosure. The representations and warranties made by the
Borrower and its Subsidiaries in the Loan Documents as of the date such representations and warranties are made or deemed made, and the written statements contained in any exhibit, report, statement or certificate furnished by or on behalf of the
Borrower or any Subsidiary in connection with the Loan Documents, taken as a whole, do not contain any materially untrue statement of a material fact or omit any material fact necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading in any material respect as of the time when made or delivered. 
 5.20 OFAC.
Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled
by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment
Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. 

5.21 Anti-Corruption Laws. The Borrower and its Subsidiaries have conducted their businesses in material compliance with Anti-Corruption
Laws, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. 
 5.22 EEA
Financial Institutions; Beneficial Ownership Certification. The Borrower is not an EEA Financial Institution. As of the Effective Date, the information included in the Beneficial Ownership Certificate is true and correct in all respects. 

ARTICLE VI. 
 AFFIRMATIVE
COVENANTS 
 So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, unless the Required Lenders waive compliance in writing: 
 6.01 Financial
Statements. The Borrower shall deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent and the Required Lenders, with sufficient copies for each Lender: 

(a) as soon as available, but not later than 120 days after the end of each fiscal year, a copy of the audited consolidated balance sheet of
the Borrower and its Subsidiaries as at the end of such year and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such year (together with consolidating notes with respect to the Excluded
Subsidiaries and other applicable consolidating information), setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated financial
statements to be accompanied by a report of Ernst & Young LLP or another nationally recognized Registered Public Accounting Firm (the “Independent Auditor”), which report shall be prepared in accordance with standards of
the Public Company Accounting Oversight Board and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to 

  
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the scope of such audit; provided that the reports delivered pursuant to this Section shall not be qualified or limited because of a restricted or limited examination by the Independent
Auditor of any material portion of the Borrower’s or any Subsidiary’s records; and 
 (b) as soon as available, but not later than
60 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending June 30, 2018), a copy of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the
end of such quarter and the related consolidated statements of income, shareholders’ equity and cash flows for the period commencing on the first day and ending on the last day of such quarter (together with consolidating notes with respect to
the Excluded Subsidiaries and other applicable consolidating information), and certified by a Responsible Officer of the Borrower as fairly presenting, in accordance with GAAP (subject to the absence of footnotes and to ordinary, good faith year-end audit adjustments), the financial position and the results of operations of the Borrower and its Subsidiaries as of such date and for such period. 

6.02 Certificates; Other Information. The Borrower shall furnish to the Administrative Agent, with sufficient copies for each Lender:

 (a) concurrently with the delivery of the financial statements referred to in subsections 6.01(a) and (b), a Compliance
Certificate executed by a Responsible Officer of the Borrower; 
 (b) promptly after their becoming available, copies of all financial
statements and reports that the Borrower sends to its shareholders, and copies of all financial statements and regular, periodic or special reports (including Forms 10K, 10Q and 8K) that the Borrower or any Subsidiary makes to, or files with, the
SEC; and 
 (c) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any
Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request. 
 (d) promptly following any
request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership
Regulation or other applicable anti-money laundering laws. 
 Documents required to be delivered pursuant to
Section 6.01(a) or (b) or Section 6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the earlier of (i) the date on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02;
and (ii) the date on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the
posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no
obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no 

  
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responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of
such documents. 
 The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the
Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar 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, the Arrangers, the L/C Issuers 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 Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated
“Public Side Information”; and (z) the Administrative Agent and the 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
designated “Public Side Information”. Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”. 

6.03 Notices. The Borrower shall promptly notify the Administrative Agent and each Lender: 

(a) of the occurrence of any Default known to the Borrower; 

(b) of any matter that has resulted or is reasonably expected to result in a Material Adverse Effect, including the following to the extent
such matter has resulted or is reasonably expected to result in a Material Adverse Effect: 
 (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; 

(ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any
Governmental Authority; or 
 (iii) the commencement of, or any material development in, any litigation or proceeding
affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws; 
 (c) of the occurrence of any of the
following events known to the Borrower which affect the Borrower or any ERISA Affiliate, and deliver to the Administrative Agent and each Lender a copy of any notice with respect to such event that is filed with a Governmental Authority and any
notice delivered by a Governmental Authority to the Borrower or any ERISA Affiliate with respect to such event: 
 (i) an
ERISA Event; 
 (ii) a contribution failure with respect to a Pension Plan sufficient to give rise to a Lien under
Section 303(k) of ERISA; 

  
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 (iii) a material increase in the Unfunded Pension Liability of any Pension
Plan; 
 (iv) the adoption of, or the commencement of contributions to, any Pension Plan or Multiemployer Plan by the
Borrower or any ERISA Affiliate; or 
 (v) the adoption of any amendment to a Pension Plan if such amendment results in a
material increase in contributions or an Unfunded Pension Liability; 
 (d) of any change in the information in a Beneficial Ownership
Certification, if previously provided, that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; and 

(e) of any material change that has occurred in the accounting policies or financial reporting practices by the Borrower and its consolidated
Subsidiaries. 
 In addition, the Borrower shall, promptly upon the issuance thereof, notify the Administrative Agent of any announcement by
Moody’s or S&P (i) of any change in any Debt Rating or (ii) that any Debt Rating will be put on a “negative outlook” or “negative credit watch.” 

Each notice under this Section shall be accompanied by a written statement by a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein, and stating what action the Borrower or any affected Subsidiary proposes to take with respect thereto. Each notice under Section 6.03(a) shall describe with particularity any and all clauses or
provisions of this Agreement or any other Loan Document that have been breached. 
 6.04 Preservation of Corporate Existence,
Etc. The Borrower shall, and shall cause each Material Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to (provided that nothing in this
Section 6.04 shall prevent the voluntary liquidation, dissolution or winding up, not under any bankruptcy or insolvency law, of any Subsidiary so long as no Event of Default exists and no Default will result therefrom):

 (a) preserve and maintain in full force and effect its existence and good standing under the laws of its jurisdiction of organization
(except in connection with transactions permitted by Section 7.04); 
 (b) preserve and maintain in full force and
effect all governmental rights, privileges, qualifications, permits, licenses and franchises necessary or desirable in the normal conduct of its business (except in connection with transactions permitted by Section 7.04 and
sales of assets permitted by Section 7.03); 
 (c) use reasonable efforts, in the ordinary course of business, to
preserve its business organization and goodwill (except in connection with transactions permitted by Section 7.04); and 

(d) preserve or renew all of its registered patents, trademarks, trade names and service marks; 

except, in the case of clauses (b), (c) and (d) above, to the extent the failure to do so could not reasonably be expected to have a
Material Adverse Effect. 
 6.05 Maintenance of Property. The Borrower shall, and shall cause each Subsidiary (other than any Allied
Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, maintain and preserve all its property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted, except
to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. 

  
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 6.06 Insurance. The Borrower shall, and shall cause each Subsidiary (other than any Allied
Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, maintain, with financially sound and reputable independent insurers (or pursuant to a self-insurance program), insurance with respect to its properties and
business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. 

6.07 Tax Obligations. The Borrower shall, and shall cause each Subsidiary (other than any Allied Unrestricted Subsidiary, any
Securitization Subsidiary or any Republic Insurance Entity) to, pay and discharge, as the same shall become due and payable all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets
unless the same are being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary. 

6.08 Compliance with Laws; Contractual Obligations. The Borrower shall, and shall cause each Subsidiary (other than any Allied
Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, comply with (i) any Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor
Standards Act) and (ii) any Contractual Obligation (other than any Contractual Obligation pertaining to Indebtedness) to which it is bound, in both cases the non-compliance with which could reasonably be
expected to have a Material Adverse Effect. 
 6.09 Compliance with ERISA. The Borrower shall, and shall cause each of its ERISA
Affiliates to: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law; (b) cause each Plan which is qualified under Section 401(a) of the Code to
maintain such qualification; and (c) make all required contributions to any Plan subject to Section 412 of the Code so as to avoid any Lien under Section 303(k) of ERISA or other liability to the Borrower or any ERISA Affiliate in
excess of $20,000,000, it being understood that any non-compliance with clause (a), (b) or (c) with respect to an Acquired Plan existing on the Plan Acquisition Date for such Acquired
Plan shall not constitute a violation of this Section 6.09 so long as (i) the Borrower is diligently proceeding to remedy such non-compliance and (ii) such non-compliance will not result in any material fine, penalty or other liability. 
 6.10 Inspection of
Property and Books and Records. The Borrower shall, and shall cause each Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, maintain proper books of record and account,
in which full, true and correct entries (sufficient to permit the preparation of consolidated financial statements in conformity with GAAP) shall be made of all financial transactions and matters involving the assets and business of the Borrower and
such Subsidiary. The Borrower shall permit, and shall cause each Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to permit, the Administrative Agent, any Lender or their
respective representatives (in each case at such Person’s own expense unless an Event of Default exists), upon reasonable notice at any reasonable time during normal business hours and from time to time at the request of the Administrative
Agent or the relevant Lender, to visit and inspect the properties of the Borrower or any Subsidiary (and, if (i) any Default exists and has been continuing for 15 days or (ii) any Event of Default exists, to make copies or abstracts of
their respective corporate, financial and operating records), and to examine the properties and books and records of the Borrower and its Subsidiaries and to discuss the affairs, finances and accounts of the Borrower or any Subsidiary with the
appropriate officers, employees or authorized agents of the Borrower or such Subsidiary. 

  
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 6.11 Environmental Laws. The Borrower shall, and shall cause each Subsidiary (other than
any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, conduct its operations and keep and maintain its property in material compliance with all material Environmental Laws. Without limiting the
foregoing, the Borrower shall, and shall cause each Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, (i) maintain all material operating permits for all landfills now
owned or hereafter acquired; and (ii) dispose of hazardous waste only at licensed disposal facilities operating, to the best of the Borrower’s or the applicable Subsidiary’s knowledge after reasonable inquiry, in material compliance
with all material Environmental Laws. 
 6.12 Use of Proceeds. The Borrower shall use the proceeds of the Loans (i) for the
refinancing of the “Obligations” under and as defined in the Existing Credit Agreements, and (ii) for working capital, capital expenditures, letters of credit and other general corporate purposes not in contravention of any
Requirement of Law or of any Loan Document; provided that the Borrower shall not use the proceeds of any Loan to acquire any Person if the board of directors of the Person to be acquired has not approved such Acquisition. 

6.13 Anti-Corruption Laws. The Borrower shall conduct its businesses in compliance with Anti-Corruption Laws, and maintain policies and
procedures designed to promote and achieve compliance with Anti-Corruption Laws and applicable Sanctions. 
 ARTICLE VII. 

NEGATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, unless the Required Lenders waive compliance in writing: 

7.01 Financial Condition Covenants. 

(a) Consolidated Interest Coverage Ratio. The Borrower shall not permit the Consolidated Interest Coverage Ratio as of the last day of
any fiscal quarter to be less than 3.00 to 1.00. 
 (b) Total Debt to EBITDA Ratio. The Borrower shall not permit the Total Debt to
EBITDA Ratio as of the last day of any fiscal quarter to be greater than 3.50 to 1.00; provided that if one or more Acquisitions permitted hereunder involving aggregate consideration in excess of $200,000,000 occur during a fiscal quarter,
the Borrower shall have the right to elect to increase the maximum permitted Total Debt to EBITDA Ratio required to be maintained by this Section 7.01(b) to 3.75 to 1.00 during the fiscal quarter in which such permitted
Acquisition is consummated (the “Trigger Quarter”) and each of the following three fiscal quarters following the Trigger Quarter (such period, the “Elevated Ratio Period”) so long as there is at least one fiscal
quarter end after the end of each Elevated Ratio Period at which the Total Debt to EBITDA Ratio is less than or equal to 3.50 to 1.00. Such election shall be made by the delivery of a written notice by the Borrower to the Administrative Agent making
reference to this Section 7.01(b) and notifying the Administrative Agent of the Borrower’s exercise of this right on or prior to the date of the actual or required delivery of a Compliance Certificate for the Trigger
Quarter. 
 7.02 Limitation on Liens. The Borrower shall not, and shall not suffer or permit any Subsidiary (other than any Allied
Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or
hereafter acquired, other than the following (“Permitted Liens”): 

  
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 (a) any Lien set forth in Schedule 7.02, and any extension, renewal or replacement of any
such Lien so long as (i) the aggregate principal amount of obligations secured by any renewal, extension or replacement Lien permitted by this clause (a) does not exceed the aggregate outstanding principal amount of the obligations secured
by the Lien being replaced at the time of such renewal, extension or replacement (plus transaction costs, including premiums and fees, related thereto), and (ii) each replacement Lien is limited to substantially the same property that secured
the Lien so replaced; 
 (b) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims not yet due or
which are being contested in good faith by appropriate proceedings diligently pursued and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; 

(c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the
ordinary course of business and in existence less than 120 days from the date of creation thereof for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other
appropriate provisions are being maintained in accordance with GAAP; 
 (d) Liens (other than any Lien imposed by ERISA) consisting of
pledges or deposits required in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation; 

(e) Liens on the property of the Borrower or any Subsidiary securing (i) the non-delinquent
performance of bids, trade contracts (other than for borrowed money), leases and statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature in each case incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; 

(f) Liens consisting of judgment or judicial attachment liens and liens securing contingent obligations on appeal bonds and other bonds posted
in connection with court proceedings or judgments, provided that (i) in the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed and (ii) all such Liens in the aggregate at any time
outstanding for the Borrower and its Subsidiaries do not exceed $100,000,000; 
 (g) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, individually or in the aggregate, do not materially detract from the value of the property subject
thereto or materially interfere with the ordinary conduct of the businesses of the Borrower and its Subsidiaries; 
 (h) Liens arising solely
by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository
institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower in excess of those set forth by regulations promulgated by the FRB, and
(ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to the depository institution; 
 (i)
Liens on the rights of the Borrower or any Subsidiary in bonds issued in connection with revenue bond financings in favor of any issuer of a letter of credit used to provide security for the payment of such bonds; and 

  
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 (j) other Liens, in addition to those permitted by clauses (a) through (i),
securing Indebtedness and other obligations, so long as the aggregate outstanding amount of Priority Indebtedness at any time does not exceed 15% of Consolidated Tangible Assets. 

7.03 Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary
or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse)
or enter into any agreement to do any of the foregoing (including any sale-leaseback), except: 
 (a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; 
 (b) the sale, assignment or other
transfer of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit
accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment; 

(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such
property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and 

(d) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of
Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date
of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarter. 

7.04 Consolidations and Mergers. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted
Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate with, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: 
 (a) any Subsidiary may merge with the
Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a
Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a
Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; 
 (b) any Subsidiary (other than an Excluded
Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the
Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and 

(c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an
Acquisition permitted by Section 7.05. 

  
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 7.05 Loans and Investments. (a) The Borrower shall not, and shall not permit any
Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, purchase or acquire any capital stock, Equity Interest or obligations or other securities of, or any interest in, any
Person, or make any Acquisition, or make any advance, loan, extension of credit or capital contribution to or any other investment in any Person (including any Affiliate of the Borrower) (any of the foregoing an “Investment”),
unless (x) such loan, advance, investment, acquisition or other purchase does not cause the Borrower to violate the financial covenants contained in Section 7.01(a) or (b), and (y) no Default exists or
would result therefrom. 
 (b) Notwithstanding the foregoing, the Borrower shall not, and shall not permit any Subsidiary (other than any
Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to make any Investment in any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity unless (i) such loan,
advance, investment, acquisition or other purchase does not cause the Borrower to violate the financial covenants contained in Section 7.01(a) or (b), (ii) no Default exists or would result therefrom, and
(iii) after giving effect thereto, the aggregate amount of all outstanding Investments pursuant to this clause (b) does not exceed 15% of Consolidated Tangible Assets. In determining the amount of any Investment outstanding at any
particular time for the purpose of this Agreement: (i) the amount of any Investment represented by a Guaranty Obligation shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding; (ii) there
shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (iii) there shall be deducted in respect of each Investment any amount received as a return
of capital with respect to such Investment (but only by partial or full repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (iv) there shall not be deducted in respect of any Investment any amounts
received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (ii) may be deducted when paid; and (v) any decrease in the value thereof shall
not be deducted therefrom. 
 7.06 Limitation on Subsidiary Indebtedness. The Borrower shall not permit any Subsidiary to create,
incur, assume or suffer to exist any Indebtedness other than the following: 
 (a) Indebtedness of the Borrower’s Subsidiaries listed on
Schedule 7.06, any extension, renewal or refinancing of such Indebtedness and any additional bonds issued and Capital Leases entered into from time to time after the Effective Date; provided that (i) if such Indebtedness is an
extension, renewal or refinancing of existing Indebtedness, the terms and conditions of any such extension, renewals or refinancings shall not increase the relative priority of such Indebtedness over the priority of the original Indebtedness, and
(ii) in no event shall the aggregate outstanding principal amount of Indebtedness permitted by this Section 7.06(a) exceed the aggregate principal amount of the Indebtedness listed on Schedule 7.06 that is
outstanding on the Effective Date (plus transaction costs, including premiums and fees, related thereto); 
 (b) Indebtedness of (i) any
Subsidiary (other than an Excluded Subsidiary) to the Borrower or any other Subsidiary (other than any Excluded Subsidiary), (ii) of any Excluded Subsidiary to any other Excluded Subsidiary, and (iii) to the extent permitted pursuant to
Section 7.05(b), of any Excluded Subsidiary to the Borrower or any other Subsidiary; 
 (c) in the case of any
Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity, unsecured Indebtedness and Indebtedness secured directly or indirectly by the assets of such Person or its Subsidiaries; and 

  
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 (d) other Indebtedness of the Borrower’s Subsidiaries so long as the aggregate outstanding
amount of Priority Indebtedness at any time does not exceed 15% of Consolidated Tangible Assets. 
 7.07 Transactions with Affiliates.
The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, enter into any transaction with any Affiliate of the Borrower (other than
another Subsidiary), except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would obtain in a comparable arm’s-length transaction with a Person not an Affiliate of
the Borrower or such Subsidiary. 
 7.08 Use of Proceeds. The Borrower shall not, and shall not permit any Subsidiary to, use any
portion of any Credit Extension or any Letter of Credit, directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise refinance indebtedness of the Borrower or others incurred to purchase or carry Margin Stock,
(iii) to extend credit for the purpose of purchasing or carrying any Margin Stock, (iv) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in
violation of any Anti-Corruption Laws, or (v) in any manner that would result in the violation of any Sanctions applicable to any party hereto. 

7.09 Restricted Payments. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary,
any Securitization Subsidiary or any Republic Insurance Entity), to make any Restricted Payment except that: 
 (a) each Subsidiary may make
Restricted Payments to the Borrower and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; 

(b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other
common Equity Interests of such Person; 
 (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests
issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; and 

(d) the Borrower may make any other Restricted Payment so long as (i) such Restricted Payment would not cause the Borrower to violate any
financial covenant contained in Section 7.01(a) or (b) and (ii) no other Default would result therefrom. 

7.10 ERISA. The Borrower shall not, and shall not permit any of its ERISA Affiliates to: (a) engage in a prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan which has resulted or could reasonably be expected to result in liability of the Borrower in an aggregate amount in excess of $50,000,000; or (b) engage in a transaction
which could reasonably be expected to result in liability to the Borrower or any ERISA Affiliate in excess of $50,000,000 pursuant to Section 4069 or 4212(c) of ERISA. 

7.11 Change in Business. The Borrower shall not, and shall not permit any Subsidiary to, engage in any material line of business other
than those lines of business carried on by the Borrower and its Subsidiaries on the Effective Date and lines of business complementary thereto; provided that (i) in no event will the Borrower permit a material portion of the business of
the Borrower and its Subsidiaries, taken as a whole, to involve or relate to hazardous waste, (ii) in no event will the Borrower direct any Securitization Subsidiary to engage in any business other than Securitization Transactions permitted
hereunder, and (iii) in no event will the Borrower direct any Excluded Subsidiary to engage in any 

  
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business other than the business carried on by such Subsidiary on the later of the Effective Date and the date that such Subsidiary is approved by the Administrative Agent as an Excluded
Subsidiary. 
 7.12 Burdensome Agreements. The Borrower shall not, and shall not permit any Subsidiary (other than any Excluded
Subsidiary) to, enter into any Contractual Obligation (other than this Agreement and any other Loan Document) that (a) limits the ability (i) of any Subsidiary (other than an Excluded Subsidiary) to make Restricted Payments to the Borrower
or to otherwise transfer property to the Borrower, (ii) of any Subsidiary (other than an Excluded Subsidiary) to guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary (other than an Excluded Subsidiary) to
create, incur, assume or suffer to exist Liens on property of such Person; or (b) requires the grant of a Lien to secure an obligation of such Person upon a Lien being granted to secure another obligation of such Person; except, in each case,
(1) as required under applicable Requirements of Law, (2) as required under the Loan Documents, (3) for Permitted Liens, (4) for restrictions in any Senior Note Indenture that is substantively similar to, or less restrictive
than, the Senior Note Indentures that are in effect on the Effective Date, (5) for prohibitions on assignment or transfer contained in leases and (6) as set forth in Schedule 7.12. 

7.13 Sanctions. The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, use the proceeds of any Credit
Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction,
that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger,
Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions or any applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act or any regulations issued pursuant to it. 

7.14 Anti-Corruption Laws. The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly use the proceeds of
any Credit Extension for any purpose which would breach any Anti-Corruption Laws. 
 ARTICLE VIII. 

EVENTS OF DEFAULT AND REMEDIES 

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

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

(b) Representation or Warranty. Any representation or warranty by the Borrower or any Subsidiary made or deemed made herein or in any
other Loan Document, or which is contained in any certificate, document or financial or other statement by the Borrower, any Subsidiary or any Responsible Officer furnished at any time under this Agreement or under any other Loan Document, is
incorrect in any material respect on or as of the date made or deemed made. 
 (c) Specific Defaults. The Borrower fails to perform or
observe any term, covenant or agreement contained in any of Sections 6.03(a), 6.04(a), 6.13 or Article VII. 

(d) Other Defaults. The Borrower fails to perform or observe any other term or covenant contained in this Agreement or any other Loan
Document, and such failure shall continue unremedied for 

  
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a period of 30 days after the date upon which written notice thereof is given to the Borrower by the Administrative Agent or any Lender. 

(e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails to make any payment of Material Financial Obligations when due
(whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, but after giving effect to any applicable grace or cure period); or (B) fails to perform or observe any other condition or covenant, or any other event
shall occur or condition shall exist, under one or more agreements or instruments relating to Material Financial Obligations, if the effect of such failure, event or condition (after giving effect to any applicable grace or cure period) is to cause
(or require), or to permit the holder or holders of such Material Financial Obligations or the beneficiary or beneficiaries of such Material Financial Obligations (or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause (or require), such Material Financial Obligations to become due and payable in an amount greater than or equal to $100,000,000 in any single instance (or to be purchased, repurchased or cash collateralized in an amount
greater than or equal to $100,000,000 in any single instance) prior to the stated maturity thereof. 
 (f) Insolvency, Voluntary
Proceedings. The Borrower or any Subsidiary (i) ceases or fails to be Solvent, or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at
stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or authorize any of the
foregoing; provided that the foregoing shall not apply to the voluntary liquidation, dissolution or winding up of a Subsidiary permitted by Section 6.04. 

(g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against the Borrower or any
Subsidiary, or any writ, judgment, warrant of attachment, execution or similar process is issued or levied against a substantial part of the Borrower’s or any Subsidiary’s properties, and such proceeding or petition shall not be dismissed,
or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded, within 60 days after commencement, filing or levy; (ii) the Borrower or any Subsidiary admits the material allegations
of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding with respect to the Borrower or such Subsidiary; or
(iii) the Borrower or any Subsidiary acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its
property or business. 
 (h) ERISA. (i) Except as disclosed on Schedule 5.07, an ERISA Event shall occur with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $50,000,000;
(ii) a contribution failure shall occur with respect to a Pension Plan sufficient to give rise to a Lien under Section 303(k) of ERISA securing obligations in excess of $20,000,000; or (iii) the Borrower or any ERISA Affiliate shall fail
to pay when due, after the expiration of any applicable grace period (or any period during which (x) the Borrower is permitted to contest its obligation to make such payment without incurring any liability (other than interest) or penalty and
(y) the Borrower is contesting such obligation in good faith and by appropriate proceedings), any installment payment with respect to its withdrawal liability under Section 4201 of ERISA or any contribution obligation under
Section 4243 of ERISA, in each case under a Multiemployer Plan in an aggregate amount in excess of $50,000,000. 
 (i) Judgments.
One or more non-interlocutory judgments, non-interlocutory orders, decrees or arbitration awards is entered against the Borrower or any Subsidiary involving in the
aggregate a 

  
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liability (to the extent not covered by insurance as to which the insurer does not dispute coverage) as to any single or related series of transactions, incidents or conditions of $100,000,000 or
more, and the same shall remain unvacated and unstayed pending appeal for a period of 25 days after the entry thereof. 
 (j) Change of
Control. There occurs any Change of Control. 
 (k) Invalidity of Loan Documents. Any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Borrower or any of its Subsidiaries contests in any manner the
validity or enforceability of any Loan Document; or the Borrower or any of its Subsidiaries denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document. 

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

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

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

(d) exercise on behalf of itself, the Lenders and the L/C Issuers all other rights and remedies available to it, the Lenders and the L/C
Issuers under the Loan Documents or applicable law; 
 provided, however, that upon the occurrence of any event specified in subsection
(f) or (g) of Section 8.01 (in the case of clause (i) of subsection (g), upon the expiration of the 60-day period mentioned therein), the obligation
of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically
become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent, any L/C Issuer or any other Lender.
The Administrative Agent shall promptly notify the Borrower of any declaration described in clause (a) or (b) of the preceding sentence, but failure to give any such notice shall not impair any such declaration
or result in any liability to the Administrative Agent. 
 8.03 Rights Not Exclusive. The rights provided for in this Agreement and
the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising. 

8.04 Application of Receipts. After the exercise of remedies provided for in Section 8.02 (or after the Loans
have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the
Obligations shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: 

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

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest
and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including reasonable fees, charges and disbursements of counsel to the respective Lenders and L/C Issuers and amounts payable under Article III), ratably among them in
proportion to the respective amounts described in this clause Second payable to them; 
 Third, to payment of that portion of
the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective
amounts described in this clause Third payable to them; 
 Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; 

Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised
of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.05(c) and 2.15; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by
Law. 
 Subject to Sections 2.05(c) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth above. 
 ARTICLE IX. 

ADMINISTRATIVE AGENT 

9.01 Appointment and Authority. Each of the Lenders and each L/C Issuer hereby irrevocably appoints Bank of America to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof
or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article, except Section 9.06 hereof, are solely for the benefit of the Administrative Agent, the Lenders and the
L/C Issuers, and the Borrower shall not have rights as a third party beneficiary of any of such provisions, except Section 9.06 hereof. 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. 

9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the 

  
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same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. 

9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein
and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: 

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

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary
to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a
Defaulting Lender in violation of any Debtor Relief Law; and 
 (c) shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any
of its Affiliates in any capacity. 
 The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the
consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in
Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The
Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or an L/C Issuer. 

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

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

9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder
or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the
Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent. 
 9.06 Resignation of Administrative Agent. 

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of
any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the
United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be
agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting
the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. 

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required
Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become
effective in accordance with such notice on the Removal Effective Date. 
 (c) With effect from the Resignation Effective Date or the Removal
Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments or other amounts
then owed to the retiring or removed Administrative Agent, all payments, communications 

  
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and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required
Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed
Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the 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 or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in
effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative
Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity (other than as a Lender) 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. 
 (d) Any resignation by Bank of America as
Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03. If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line
Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to
Section 2.04. Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties
and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit. 
 9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the
co-syndication agents, documentation agents, joint lead arrangers or joint bookrunners listed on the cover 

  
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page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender
or an L/C Issuer hereunder. 
 9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any
Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or
otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 

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

9.10 Lender ERISA Representation. 

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Arranger and their respective Affiliates, 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 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the
Commitments, 
 (ii) the transaction exemption set forth in one or more PTEs, such as PTE
84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company 

  
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general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

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

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender. 
 (b) In addition, unless sub-clause (i) in the immediately
preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender
party hereto, for the benefit of, the Administrative Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that: 

(i) none of the Administrative Agent or any Arranger or any of their respective Affiliates is a fiduciary with respect to the
assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto), 

(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an
investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR §
2510.3-21(c)(1)(i)(A)-(E), 
 (iii) the Person making the investment decision on
behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in
general and with regard to particular transactions and investment strategies (including in respect of the Obligations), 

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, 

  
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with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and 

(v) no fee or other compensation is being paid directly to the Administrative Agent or any Arranger or any their respective
Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. 

(c) The Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof
(i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount
less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or
otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of
credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

(d) The representations set forth in this Section 9.10(b)(ii)—(v) are intended to comply with the
Department of Labor’s regulation Sections 29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997), and if such regulations are no longer in effect, these
representations shall be deemed to be no longer in effect. 
 ARTICLE X. 

MISCELLANEOUS 

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

(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender; 

(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02)
without the written consent of such Lender; 
 (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; 

(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of
the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however,
that only the consent of the Required Lenders shall 

  
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be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate; 

(e) change Section 8.04 in a manner that would alter the pro rata sharing of payments required thereby or change
Section 2.06 in a manner that would alter the pro rata treatment of reductions of the Aggregate Commitments, in each case without the written consent of each Lender; or 

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

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in
addition to the Lenders required above, affect the rights or duties of the applicable L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it or extend the Letter of Credit Expiration Date
applicable to the Letters of Credit issued by such L/C Issuer; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing
Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document; and (iv) any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting
Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of
the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely than other affected Lenders shall require the consent of such Defaulting Lender. 

10.02 Notices; Effectiveness; Electronic Communication. 

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

(i) if to the Borrower, the Administrative Agent, Bank of America as the L/C Issuer or the Swing Line Lender, to the address,
telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and 

(ii) if to any other Lender or L/C Issuer, to the address, telecopier number, electronic mail address or telephone number
specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower). 

  
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 Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent if confirmation of delivery has been received (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 delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in
such subsection (b). 
 (b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers
hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving
notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by
it, provided that approval of such procedures may be limited to particular notices or communications. 
 Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such
as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient and shall be deemed received upon the sender’s receipt of an acknowledgement
as provided above, 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 and such notice shall be deemed received upon the sender’s receipt of an
acknowledgement as provided above. 
 (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, any
L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials or
notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction
by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any
liability to the Borrower, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). 

(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender may change its
address, telecopier or telephone number for notices 

  
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and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder
by notice to the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an
effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. 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 Affiliates, or the respective securities of any of the
foregoing, for purposes of United States Federal or state securities laws. 
 (e) Reliance by Administrative Agent, L/C Issuer and
Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower
even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower, except in the case of any of the foregoing persons who are seeking indemnification hereunder, to the extent such reliance resulted from such Person’s gross negligence or willful
misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded
by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 
 10.03 No Waiver; Cumulative
Remedies. No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and
remedies hereunder and under the other Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of the Lenders and the L/C Issuers; provided, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own
behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer or the Swing Line Lender from exercising the rights and remedies that
inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with
Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding
relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights
otherwise ascribed to the Administrative 

  
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Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and
subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 

10.04 Expenses; Indemnity; Damage Waiver. 

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer, including the reasonable fees and expenses of attorneys who may be employees of the Administrative Agent, any Lender or any L/C Issuer), in connection with the
enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any
sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, including the reasonable fees and expenses of any attorney who may be
an employee of any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby or, in
the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the
use or proposed use of the proceeds therefrom (including any refusal by the applicable L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the
Borrower, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and
non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith
of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its 

  
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favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this
Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that are actual losses, claims, or damages arising and resulting from any non-Tax claim. 

(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), each L/C Issuer or any Related Party of any of the foregoing, each Lender
severally agrees to pay to the Administrative Agent (or any such sub-agent), such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub-agent) or such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any
such sub-agent) or such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of
Section 2.12(d). 
 (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable
law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee
referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through
telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the
gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction. 

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

(f) Survival. The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive
the resignation of the Administrative Agent and Bank of America as an L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other
Obligations. 
 10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative
Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not
been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuers 

  
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under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 

10.06 Successors and Assigns. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each
Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement. 
 (b) Assignments by Lenders. Any Lender may at any time
assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations
and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: 

(i) Minimum Amounts. 

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

(B) In any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to
members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining
whether such minimum amount has been met; 
 (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement 

  
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with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line
Loans; 
 (iii) Required Consents. No consent shall be required for any assignment except to the extent required by
subsection (b)(i)(B) of this Section and, in addition: 
 (A) the consent of the Borrower (such consent not to be
unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;
provided that the Borrower shall be deemed 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; 

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

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

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment; 
 provided, that, notwithstanding the foregoing, assignment by BNP Paribas to Bank of the West or BNP Paribas Fortis
shall not require any consents described in clauses (A) through (D) of this subsection (b)(iii), so long as Bank of the West or BNP Paribas Fortis, as applicable, is a wholly-owned Subsidiary of BNP Paribas. 

(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. 

(v) No Assignment to Borrower and Defaulting Lender. No such assignment shall be made (A) to the Borrower or any of
the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B);
provided, that MLPFS may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of
America Corporation’s or any of its Subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. 

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company
investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person). 

  
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 (vii) Certain Additional Payments. In connection with any assignment of
rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the
Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and
assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any L/C Issuer or any Lender hereunder (and interest accrued thereon) and
(y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any
assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting
Lender for all purposes of this Agreement until such compliance occurs. 
 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 and assumed by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise
expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Upon request, the Borrower (at its
expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. 
 (c)
Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption
delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the
designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. 

(d) Participations. Any Lender, that is not a Defaulting 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 a holding company, investment vehicle or trust for, or owned and operated for 

  
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the primary benefit of a natural Person, a Defaulting Lender, a Disqualified Lender, the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations
and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.
For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as
though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of
each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have
any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is
recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent)
shall have no responsibility for maintaining a Participant Register. 
 (e) Limitations upon Participant Rights. A Participant shall
not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the
Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender. 

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or another central banking authority having jurisdiction over such Lender;
provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(g) Reserved. 

  
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 (h) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding
anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ prior notice to the Borrower and the
Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ prior notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from
among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided that such successor shall consent to such appointment by the Borrower; and provided further that no failure by the Borrower to appoint any such
successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line
Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to
Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit. 
 10.07
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a
need-to-know basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Affiliates (including any self-regulatory authority, such as the National Association
of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of
this Section and which gives the Borrower the right to enforce such confidentiality provisions, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
any Eligible Assignee invited to be a Lender pursuant to Section 2.14(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar
agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a
non-confidential basis from a source other than the Borrower or any of its Subsidiaries. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about
this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and 

  
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the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments. 

For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to
the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a non-confidential basis
prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information. 
 Each of the Administrative Agent,
the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed
reasonable compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with
applicable Law, including United States Federal and state securities laws. 
 10.08 Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after giving prior written notice to the Administrative Agent, to the fullest extent permitted
by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C
Issuer or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer,
irrespective of whether or not such Lender or such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office
of such Lender or such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff hereunder,
(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 2.16 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, such L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application,
provided that the failure to give such notice shall not affect the validity of such setoff and application. 
 10.09 Interest Rate
Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the
Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium 

  
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rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations hereunder. 
 10.10 Counterparts; Integration; Effectiveness. This Agreement and
the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement
and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as
provided in Section 4.01 or as provided in the applicable Loan Document, this Agreement or such other Loan Documents shall become effective when they shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof or thereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement and any other Loan
Document by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement and the other Loan Documents. 

10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent
and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any
Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. 

10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable,
(a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this
Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, any L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect
only to the extent not so limited. 
 10.13 Replacement of Lenders; Termination of Commitments. 

(a) If (i) any Lender (or any Participant) requests compensation under Section 3.04, (ii) the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) any Lender is a Defaulting Lender, (iv) any Lender fails to approve any
amendment, waiver or consent requested by the Borrower pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders but also requires the approval of such Lender or (v) any
Lender is a Non-Extending Lender and the Borrower has satisfied the minimum extension requirements in Section 2.17(e), then the Borrower may elect, by delivering written notice to
such Lender and the Administrative Agent, to either replace such Lender at its sole expense and effort in accordance with subsection (b) below or terminate all of the Commitments of such Lender in accordance with subsection
(c) below. 

  
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 (b) If the Borrower elects to replace a Lender in accordance with subsection
(a) above, such Lender shall be required to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), within 10 Business Days
after receipt by such Lender of the Borrower’s written notice of such election, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee identified by the Borrower that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 
 (i) the
Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless waived by the Administrative Agent); 

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 
 (iii) in the case of any such
assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or
payments thereafter; 
 (iv) in the case of any such assignment resulting from the refusal of a Lender to approve a requested
amendment, waiver or consent, the Person to whom such assignment is being made has agreed to approve such amendment, waiver or consent; 

(v) in the case of any assignment from a Non-Extending Lender, the Person to whom such
assignment is made shall have agreed to the applicable extension request; and 
 (vi) such assignment does not conflict with
applicable Laws. 
 A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
 (c) If the Borrower elects
to terminate the Commitments of a Lender in accordance with subsection (a) above, all of the Commitments of such Lender shall be terminated immediately (with the Aggregate Commitments reduced in a like amount on a non-pro rata basis) upon the later of (i) the date of the receipt by the Administrative Agent and such Lender of the Borrower’s written notice of such election and (ii) the date that the Borrower has
repaid all of outstanding principal of its Loans and L/C Advances of such Lender, together with accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 3.05) (which payments may be applied to the Loans, interest, fees and other obligations of such Lender on a non-pro rata basis with payments made to the other Lenders,
notwithstanding the provisions of Section 2.13 to the contrary); provided, that the Borrower may not terminate the Commitments of a Lender pursuant to this subsection (c) if, after giving effect to such
termination and the repayment of Loans of such Lender required hereby, the Total Outstandings minus the amount of any Cash Collateral that the Borrower has provided to secure outstanding L/C Obligations prior to or concurrently with such
termination would exceed the Aggregate Commitments. 

  
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 10.14 Governing Law; Jurisdiction; Etc. 

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(b) SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

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

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
10.02 TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH PARTY HERETO IRREVOCABLY WAIVES PERSONAL SERVICE OF
ANY SUMMONS, COMPLAINT OR OTHER PROCESS. 
 10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND 

  
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 (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 10.16 No Advisory or Fiduciary
Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and
acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, co-documentation agents and
Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arrangers, on the other hand, (B) the Borrower has
consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers, co-documentation agents and Lenders each is and has been acting solely as a principal and, except as
expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates or any other Person and (B) neither the Administrative Agent, the
Arrangers, co-documentation agents nor Lenders 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 Arrangers, co-documentation agents and 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, the Arrangers, co-documentation agents nor Lenders has any obligation to
disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers, co-documentation agents and/or the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

10.17 Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,”
“signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions,
amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms
approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Administrative Agent and L/C Issuers are under no obligation to agree to accept electronic signatures in any form or in any
format unless expressly agreed to by the Administrative Agent or such L/C Issuer, as applicable, pursuant to procedures approved by it. 

10.18 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, tax identification number and other information that will allow such
Lender or the Administrative Agent, as 

  
 97 








 
applicable, to identify the Borrower in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. 

10.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan
Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any Lender that is an EEA Financial Institution; and 
 (b) the effects of any
Bail-In Action on any such liability, including, if applicable: 
 (i) a reduction in
full or in part or cancellation of any such liability; 
 (ii) a conversion of all, or a portion of, such liability into
shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be
accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or 

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

  
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 10.21 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 

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

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

			
	REPUBLIC SERVICES, INC.
		
	By:	 	 /s/ Calvin R. Boyd

	Name:	 	Calvin R. Boyd
	Title:	 	Assistant Treasurer


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Mollie S. Canup

	Name:	 	Mollie S. Canup
	Title:	 	Vice President


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








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

	Name:	 	Michael Contreras
	Title:	 	Vice President


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








  

			
	JPMORGAN CHASE BANK, N.A., as a Lender and L/C Issuer
		
	By:	 	 /s/ Anna C. Araya

	Name:	 	Anna C. Araya
	Title:	 	Executive Vice President


 Republic Services, Inc. 

Credit Agreement 
 Signature Page

  







 
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and L/C Issuer
	
	By: /s/ Prachi
Wagner                                
	Name: Prachi Wagner
	Title: Vice President


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ Craig Malloy

	Name:	 	Craig Malloy
	Title:	 	Director


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	BNP	 	PARIBAS, as a Lender and L/C Issuer
		
	By:	 	 /s/ Michael Pearce

	Name:	 	Michael Pearce
	Title:	 	Managing Director
		
	By:	 	 /s/ Eric Slear

	Name:	 	Eric Slear
	Title:	 	Director


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	MIZUHO BANK, LTD., as a Lender and L/C Issuer
		
	By:	 	 /s/ Tracy Rahn

	Name:	 	Tracy Rahn
	Title:	 	Authorized Signatory


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	MUFG BANK, LTD., as a Lender and L/C Issuer
		
	By:	 	 /s/ Maria F. Maia

	Name:	 	Maria F. Maia
	Title:	 	Director


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender and L/C Issuer
		
	By:	 	 /s/ James D. Weinstein

	Name:	 	James D. Weinstein
	Title:	 	Managing Director


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	SUNTRUST BANK, as a Lender and L/C Issuer
		
	By:	 	 /s/ Lisa Garling

	Name:	 	Lisa Garling
	Title:	 	Director


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	THE BANK OF NOVA SCOTIA, as a Lender and L/C Issuer
		
	By:	 	 /s/ Mauricio Saishio

	Name:	 	Mauricio Saishio
	Title:	 	Director


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender and L/C Issuer
		
	By:	 	 /s/ Marty McDonald

	Name:	 	Marty McDonald
	Title:	 	Vice President


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	COBANK, ACB, as a Lender
		
	By:	 	 /s/ Bryan Ervin

	Name:	 	Bryan Ervin
	Title:	 	Vice President


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	BRANCH BANKING AND TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Vicount P. Cornwall

	Name:	 	Vicount P. Cornwall
	Title:	 	Senior Vice President


 Republic Services, Inc. 

Credit Agreement 
 Signature Page

  







 
			
	INTESA SANPAOLO S.p.A., New York Branch, as a Lender
		
	By:	 	 /s/ Jennifer Feldman Facciola

	Name:	 	Jennifer Feldman Facciola
	Title:	 	Vice President
		
	By:	 	 /s/ Francesco Di Mario

	Name:	 	Francesco Di Mario
	Title:	 	FVP & Head of Credit


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	KEYBANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Tad L. Stainbrook

	Name:	 	Tad L. Stainbrook
	Title:	 	Vice President


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender and L/C Issuer
		
	By:	 	 /s/ Philip K. Liebscher

	Name:	 	Philip K. Liebscher
	Title:	 	Senior Vice President


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 
			
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Scott Umbs

	Name:	 	Scott Umbs
	Title:	 	Authorized Signatory


 Republic Services, Inc. 

Credit Agreement 
 Signature Page








 SCHEDULE 1.01(a) 

ALLIED UNRESTRICTED SUBSIDIARIES 
 Global
Indemnity Assurance Company 
 Saguaro National Captive Insurance Company 

BFI Trans River (LP), Inc. 
 Consolidated Processing, Inc. 

Schedule 1.01(a) – Allied Unrestricted Subsidiaries 







 SCHEDULE 1.01(b) 

EXCLUDED SUBSIDIARIES 
 Allied Waste of
Ponce, Inc. 
 Allied Waste of Puerto Rico, Inc. 
 Kent-Meridian
Disposal Company 
 Roosevelt Associates 
 Continental Waste
Industries-Gary, Inc. 
 Modern-Mallard Energy, LLC 
 Prichard
Landfill Corporation 
 Global Indemnity Assurance Company 

Saguaro National Captive Insurance Company 
 BFI Trans River (LP),
Inc. 
 Consolidated Processing, Inc. 
 Bom Ambiente Insurance
Company 
 Republic Services Risk Management, Inc. 
 RSG Cayman
Group, Inc. 
 Browning-Ferris Industries de Mexico, S.A. de C.V. 

Republic Services of British Columbia, Inc. 
 Republic Services of
Canada, Inc. 
 Republic Transportation Services of Canada, Inc. 

Organic Dynamics, LLC 
 VHG, Inc. 

Warner Hill Development Company 
 Schedule 1.01(b)
– Excluded Subsidiaries 







 SCHEDULE 1.01(c) 

L/C ISSUERS AND LETTER OF CREDIT COMMITMENTS 
  

					
	 L/C Issuer
	  	Aggregate Sublimit	 
	 Bank of America, N.A.
	  	$	200,000,000.00	 
	 JPMorgan Chase Bank, N.A.
	  	$	200,000,000.00	 
	 Wells Fargo Bank, National Association
	  	$	200,000,000.00	 
	 PNC Bank, National Association
	  	$	200,000,000.00	 
	 BNP Paribas
	  	$	100,000,000.00	 
	 Mizuho Bank, Ltd.
	  	$	100,000,000.00	 
	 MUFG Bank, Ltd.
	  	$	100,000,000.00	 
	 Sumitomo Mitsui Banking Corporation
	  	$	100,000,000.00	 
	 SunTrust Bank
	  	$	100,000,000.00	 
	 The Bank of Nova Scotia
	  	$	100,000,000.00	 
	 U.S. Bank National Association
	  	$	100,000,000.00	 

 Schedule 1.01(c) – L/C Issuers and Letter of Credit Commitments 







 SCHEDULE 1.01(d) 

DISQUALIFIED LENDERS 
  

	 	•	 	Advanced Disposal Services Inc. (ADSW) 

  

	 	•	 	Avalon Holdings Corporation (AWX) 

  

	 	•	 	BioMedical Technology Holdings, Inc. (BMTL) 

  

	 	•	 	Casella Waste Systems, Inc. (CWST) 

  

	 	•	 	Clean Harbors, Inc. (CLH) 

  

	 	•	 	Commodore Applied Technologies, Inc. (CXIA.PK) 

  

	 	•	 	Covanta Holding Corporation (CVA) 

  

	 	•	 	Darling International Inc. (DAR) 

  

	 	•	 	Ecology and Environment, Inc. (EEI) 

  

	 	•	 	Energy Capital Partners LLC (Private) 

  

	 	•	 	GreenShift Corporation (GERS.OB) 

  

	 	•	 	Heckmann Corporation (HEK) 

  

	 	•	 	Heritage-Crystal Clean, Inc. (HCCI) 

  

	 	•	 	Imperial Petroleum Recovery Corporation (IREC.PK) 

  

	 	•	 	Metech Recycling (CERZF) 

  

	 	•	 	OP-TECH Environmental Services, Inc. (OPST.PK) 

  

	 	•	 	PDG Environmental, Inc. (PDGE.PK) 

  

	 	•	 	Perma-Fix Environmental Services, Inc. (PESI) 

  

	 	•	 	Pope Resources (POPE) 

  

	 	•	 	Sharps Compliance Corp. (SMED) 

  

	 	•	 	Stericycle, Inc. (SRCL) 

  

	 	•	 	Titan Technologies, Inc. (TITT.PK) 

  

	 	•	 	Transtech Industries, Inc. (TRTI.PK) 

  

	 	•	 	TRC Companies, Inc. (TRC) 

  

	 	•	 	Tri-Tech Holding Inc. (TRITF) 

  

	 	•	 	US Ecology, Inc. (ECOL) 

  

	 	•	 	Veolia Environmental SA (VEOEY) 

  

	 	•	 	Vertex Energy, Inc. (VTNR) 

  

	 	•	 	Waste Connections, Inc. (WCN) 

  

	 	•	 	Waste Management, Inc. (WM) 

  

	 	•	 	Macquarie Infrastructure Partners (f/k/a WCA Waste Corporation) 

 Schedule 1.01(d) –
Disqualified Lenders 







 SCHEDULE 2.01 

COMMITMENTS AND 

APPLICABLE PERCENTAGES 
  

									
	 Lender
	  	Commitment	 	  	Applicable 
Percentage	 
	 Bank of America, N.A.
	  	$	200,000,000.00	 	  	 	8.888888889	% 
	 JPMorgan Chase Bank, N.A.
	  	$	200,000,000.00	 	  	 	8.888888889	% 
	 Wells Fargo Bank, National Association
	  	$	200,000,000.00	 	  	 	8.888888889	% 
	 Barclays Bank PLC
	  	$	135,000,000.00	 	  	 	6.000000000	% 
	 BNP Paribas
	  	$	135,000,000.00	 	  	 	6.000000000	% 
	 Mizuho Bank, Ltd.
	  	$	135,000,000.00	 	  	 	6.000000000	% 
	 MUFG Bank, Ltd.
	  	$	135,000,000.00	 	  	 	6.000000000	% 
	 Sumitomo Mitsui Banking Corporation
	  	$	135,000,000.00	 	  	 	6.000000000	% 
	 SunTrust Bank
	  	$	135,000,000.00	 	  	 	6.000000000	% 
	 The Bank of Nova Scotia
	  	$	135,000,000.00	 	  	 	6.000000000	% 
	 U.S. Bank National Association
	  	$	135,000,000.00	 	  	 	6.000000000	% 
	 CoBank, ACB
	  	$	120,000,000.00	 	  	 	5.333333333	% 
	 Branch Banking and Trust Company
	  	$	90,000,000.00	 	  	 	4.000000000	% 
	 Intesa SanPaolo S.p.A., New York Branch
	  	$	90,000,000.00	 	  	 	4.000000000	% 
	 KeyBank National Association
	  	$	90,000,000.00	 	  	 	4.000000000	% 
	 PNC Bank, National Association
	  	$	90,000,000.00	 	  	 	4.000000000	% 
	 Royal Bank of Canada
	  	$	90,000,000.00	 	  	 	4.000000000	% 
	 Total
	  	$	2,250,000,000.00	 	  	 	100.000000000	% 

 Schedule 2.01 – Commitments and Applicable Percentages 







 SCHEDULE 2.03 

EXISTING LETTERS OF CREDIT 
  

													
	 LC#
	  	 LC Issuer
	  	 LC Applicant
	  	 LC Beneficiary
	  	 LC Type
	  	Amount	 
						
	91880937	  	BNP Paribas	  	Republic Services, Inc.	  	American Alternative Ins Corp.	  	Risk-Umbrella	  	 	1,600,000.00	 
						
	91882230	  	BNP Paribas	  	Republic Services, Inc.	  	Ace Property & Casualty Insurance Co.	  	Risk-Casualty	  	 	25,000,000.00	 
						
	1343166	  	Bank of America	  	BFI Waste Systems of North America, LLC	  	Ace Property & Casualty Insurance Co.	  	CPC	  	 	3,820,175.00	 
						
	1347002	  	Bank of America	  	BFI of CA	  	CA Game and Fish	  	General	  	 	566,225.00	 
						
	1347007	  	Bank of America	  	Disposal Specialists Inc	  	US EPA Region 1	  	CPC	  	 	3,000,000.00	 
						
	1347021	  	Bank of America	  	Browning Ferris Industries, Inc.	  	Montana Dept of Labor	  	BFI Workers Comp	  	 	150,000.00	 
						
	1347022	  	Bank of America	  	Regional Disposal Company	  	Klickitat County Solid Waste	  	General	  	 	1,000,000.00	 
						
	1347033	  	Bank of America	  	Landfill Inc	  	City of Boulder CO	  	General	  	 	1,500,000.00	 
						
	1347035	  	Bank of America	  	BFI Metro New York, Inc.	  	State of NY Worker Comp Board	  	BFI Workers Comp	  	 	100,000.00	 
						
	1347037	  	Bank of America	  	Niagara Recycling	  	State of NY Worker Comp Board	  	BFI Workers Comp	  	 	181,349.00	 
						
	1347041	  	Bank of America	  	Liberty Waste Services	  	City of Chicago	  	General	  	 	100,000.00	 
						
	1396754	  	Bank of America	  	West County Landfill Inc.	  	CA Dept of Toxic Substances Control	  	CPC	  	 	31,197,586.00	 
						
	3125754	  	Bank of America	  	Rainbow Disposal Co., Inc.	  	XL Specialty Ins Co & Greenwich Ins Co.	  	Risk-Casualty	  	 	1,390,374.00	 
						
	64020314	  	Bank of America	  	Allied Waste Systems, Inc.	  	City of New York	  	General	  	 	35,530,000.00	 
						
	64020316	  	Bank of America	  	BFI Waste Systems of Virginia, LLC	  	County of Henrico Virginia	  	General	  	 	1,547,500.00	 
						
	64020320	  	Bank of America	  	BFI of CA	  	County of Los Angeles	  	General	  	 	10,000,000.00	 
						
	64020324	  	Bank of America	  	Allied Waste Services of North America, LLC	  	City of Prior Lake	  	General	  	 	1,000.00	 


  
 Schedule 2.03 –
Existing Letters of Credit 









													
	 LC#
	  	 LC Issuer
	  	 LC Applicant
	  	 LC Beneficiary
	  	 LC Type
	  	Amount	 
						
	64020328	  	Bank of America	  	BFI Waste Systems of North America, LLC	  	US Environmental Protection Agency	  	CPC Superfund	  	 	51,872.00	 
						
	64020329	  	Bank of America	  	Allied Waste Industries, Inc.	  	Zurich American Insurance Company	  	Risk-Casualty	  	 	1,200,000.00	 
						
	64020330	  	Bank of America	  	Allied Services LLC	  	City of Springfield MO	  	General	  	 	500,000.00	 
						
	64020332	  	Bank of America	  	BFI Chemical	  	Texas Commission on Environmental	  	CPC	  	 	924,849.70	 
						
	64020333	  	Bank of America	  	BFI and AWS	  	Sutton Brook	  	CPC	  	 	216,685.81	 
						
	64020336	  	Bank of America	  	Greenridge Reclamation	  	Commonwealth of PA DOT	  	General	  	 	40,000.00	 
						
	64020337	  	Bank of America	  	New Morgan LF	  	New Morgan Borough	  	General	  	 	150,000.00	 
						
	64020338	  	Bank of America	  	New Morgan LF	  	New Morgan Borough	  	General	  	 	108,317.00	 
						
	64020339	  	Bank of America	  	New Morgan LF	  	Caernarvon Township	  	General	  	 	850,000.00	 
						
	64020340	  	Bank of America	  	New Morgan LF	  	Caernarvon Township	  	General	  	 	150,000.00	 
						
	64039406	  	Bank of America	  	Republic Waste Services	  	City of Arlington TX	  	General	  	 	12,847,206.42	 
						
	64039409	  	Bank of America	  	Honeygo Run Reclamation Center	  	Baltimore County MD	  	General	  	 	30,000.00	 
						
	64039410	  	Bank of America	  	Honeygo Run Reclamation Center	  	Baltimore County MD	  	General	  	 	1,000,000.00	 
						
	64039411	  	Bank of America	  	Honeygo Run Reclamation Center	  	MD DEP/Water Mgmt	  	General	  	 	57,500.00	 
						
	64039413	  	Bank of America	  	RSI	  	Zurich American Insurance	  	Risk-Casualty	  	 	8,150,000.00	 
						
	64039416	  	Bank of America	  	RSI	  	WI DNR	  	CPC	  	 	4,413,033.05	 
						
	64039418	  	Bank of America	  	Consolidated Disposal	  	City of Santa Clarita	  	General	  	 	20,000.00	 
						
	64039424	  	Bank of America	  	Honeygo Run Reclamation	  	Baltimore County MD	  	General	  	 	13,670.00	 
						
	64039425	  	Bank of America	  	Honeygo Run Reclamation	  	Baltimore County MD	  	General	  	 	30,000.00	 


  
 Schedule 2.03 –
Existing Letters of Credit 









													
	 LC#
	  	 LC Issuer
	  	 LC Applicant
	  	 LC Beneficiary
	  	 LC Type
	  	Amount	 
						
	64039429	  	Bank of America	  	Consolidated Disposal Service, LLC	  	City of Santa Clarita	  	General	  	 	250,000.00	 
						
	CPCS-406365	  	JP Morgan	  	RSI on behalf of Consolidated Disposal Service, Inc	  	City of Inglewood	  	General	  	 	500,000.00	 
						
	CPCS-406367	  	JP Morgan	  	Regional Disposal Company	  	Whitman County	  	General	  	 	250,000.00	 
						
	CPCS-423711	  	JP Morgan	  	Republic Services of Florida, LP	  	The City of Weston	  	General	  	 	2,036,939.31	 
						
	CPCS-423712	  	JP Morgan	  	Republic Services, Inc.	  	ACE Property & Casualty Ins Co	  	Risk-Casualty	  	 	56,790,819.00	 
						
	CPCS-423713	  	JP Morgan	  	Republic Services of Florida, LP	  	Town of Lantana	  	General	  	 	10,000.00	 
						
	CPCS-423715	  	JP Morgan	  	Republic Wst Svcs of TX, Ltd	  	City of Dallas	  	General	  	 	363,557.38	 
						
	CPCS-423716	  	JP Morgan	  	Allied Waste Systems, Inc	  	City of Dallas	  	General	  	 	16,494.54	 
						
	CPCS-423718	  	JP Morgan	  	Republic Services of Sonoma County, Inc.	  	County of Sonoma	  	General	  	 	3,000,000.00	 
						
	CPCS-634746	  	JP Morgan	  	AWI	  	USEPA—Kansas City	  	General	  	 	350,000.00	 
						
	CPCS-634768	  	JP Morgan	  	AWI dba Planet Recovery	  	City of Chicago	  	General	  	 	100,000.00	 
						
	CPCS-635288	  	JP Morgan	  	RSI	  	Hartford Fire Insurance Co	  	Risk-Casualty	  	 	400,000.00	 
						
	CPCS-635297	  	JP Morgan	  	Republic Services of VA	  	Stafford County VA	  	General	  	 	10,000.00	 
						
	CPCS-635298	  	JP Morgan	  	RSI	  	City of Tampa	  	General	  	 	72,000.00	 
						
	CPCS-635307	  	JP Morgan	  	ARC Disposal	  	City of Chicago	  	General	  	 	5,000.00	 
						
	CPCS-635311	  	JP Morgan	  	RSI	  	Ace Property & Casualty Ins.	  	Risk-Casualty	  	 	85,997,706.00	 
						
	P224545	  	JP Morgan	  	BFIWSNA	  	Dakota County	  	General	  	 	26,806.00	 
						
	P224550	  	JP Morgan	  	BFIWSNA	  	County of Stafford	  	General	  	 	2,500.00	 
						
	P224551	  	JP Morgan	  	BFI	  	County of Los Angeles	  	General	  	 	750,000.00	 


  
 Schedule 2.03 –
Existing Letters of Credit 









													
	 LC#
	  	 LC Issuer
	  	 LC Applicant
	  	 LC Beneficiary
	  	 LC Type
	  	Amount	 
						
	P224557	  	JP Morgan	  	Cecos Intl (NY)	  	NY DEC	  	CPC	  	 	9,271,915.00	 
						
	P224577	  	JP Morgan	  	AWI/Keller Canyon LF	  	Contra Costa County	  	General	  	 	1,000,000.00	 
						
	P224578	  	JP Morgan	  	Regional Disposal	  	Lewis County Solid Waste	  	General	  	 	50,000.00	 
						
	P224579	  	JP Morgan	  	Regional Disposal	  	Grays Harbor County	  	General	  	 	50,000.00	 
						
	P224609	  	JP Morgan	  	BFIWSNA	  	Franklin County Fiscal Court	  	CPC	  	 	54,007.80	 
						
	P224610	  	JP Morgan	  	Shred All Recycling	  	City of Chicago	  	General	  	 	100,000.00	 
						
	P224612	  	JP Morgan	  	Illinois Recycling	  	City of Chicago	  	General	  	 	100,000.00	 
						
	P224613	  	JP Morgan	  	USA Waste	  	City of Chicago	  	General	  	 	100,000.00	 
						
	P224621	  	JP Morgan	  	Illinois Recycling	  	City of Chicago	  	General	  	 	5,000.00	 
						
	P224622	  	JP Morgan	  	National Waste Services Inc	  	City of Chicago	  	General	  	 	5,000.00	 
						
	P224625	  	JP Morgan	  	Groen Waste	  	City of Chicago	  	General	  	 	5,000.00	 
						
	P224627	  	JP Morgan	  	BFI	  	National Union Fire Insurance	  	BFI Workers Comp	  	 	38,618.00	 
						
	P224628	  	JP Morgan	  	BFI	  	City of Chicago	  	General	  	 	100,000.00	 
						
	P224629	  	JP Morgan	  	AWI	  	National Union Fire Insurance	  	Risk-Casualty	  	 	23,324,581.00	 
						
	P224631	  	JP Morgan	  	BFI	  	Regional Administrator USEPA	  	CPC Superfund	  	 	3,180,316.00	 
						
	P224637	  	JP Morgan	  	Attwoods of North America	  	Insurance Co of North America	  	Risk-Casualty	  	 	251,000.00	 
						
	P224646	  	JP Morgan	  	BFI of Eastern Shore	  	Worchester County MD	  	General	  	 	100,000.00	 
						
	P225428	  	JP Morgan	  	BFI	  	State of MN Dept of Commerce	  	BFI Workers Comp	  	 	891,100.00	 
						
	P225429	  	JP Morgan	  	BFI of NY	  	State of NY Workers Comp Board	  	BFI Workers Comp	  	 	495,356.00	 


  
 Schedule 2.03 –
Existing Letters of Credit 









													
	 LC#
	  	 LC Issuer
	  	 LC Applicant
	  	 LC Beneficiary
	  	 LC Type
	  	Amount	 
						
	18104599	  	PNC Bank	  	Allied Waste Services of North America, LLC	  	City of Hawthorne	  	General	  	 	1,500,000.00	 
						
	18111249	  	PNC Bank	  	ARC Disposal & Recycling, Inc.	  	City of Park Ridge	  	General	  	 	500,000.00	 
						
	18111873	  	PNC Bank	  	Republic Services, Inc.	  	Zurich American Insurance Company	  	Risk-Casualty	  	 	9,150,000.00	 
						
	18115427	  	PNC Bank	  	Republic Services, Inc.	  	Old Republic Insurance Company	  	Risk-Casualty	  	 	53,959,532.00	 
						
	LG/MIS/NY
078393	  	Sumitomo	  	CCS Corporation/CCS Midstream Services LLC	  	Chemtrade Refinery Services Inc.	  	General	  	 	350,000.00	 
						
	S125098M	  	Union Bank	  	Republic Services of Sonoma County Energy Producers, Inc.	  	Southern California Edison Co.	  	General	  	 	1,655,000.00	 
						
	S126373M	  	Union Bank	  	BFI of CA, Inc. Azusa Land Reclamation	  	Regions Bank	  	CPC Superfund	  	 	1,293,806.70	 
						
	S329644M	  	Union Bank	  	Republic Services of Ohio Hauling, LLC	  	Columbus Regional Airport	  	General	  	 	25,000.00	 
						
	NZS459525	  	Wells Fargo	  	BFI	  	WA Dept of Labor	  	BFI Workers Comp	  	 	459,000.00	 
						
	NZS513075	  	Wells Fargo	  	BFI	  	Self Insurance TX workers comp	  	BFI Workers Comp	  	 	500,000.00	 
						
	NZS900144	  	Wells Fargo	  	BFIWSNA/Forward Inc	  	City of Elk Grove CA	  	General	  	 	300,000.00	 
						
	NZS900145	  	Wells Fargo	  	BFIWSNA	  	City of Elk Grove CA	  	General	  	 	900,000.00	 
						
	NZS904702	  	Wells Fargo	  	Sauk Trail Development	  	Wayne County (MI)	  	General	  	 	100,000.00	 
						
	NZS905708	  	Wells Fargo	  	BFI CA	  	CA Dept of Game and Fish	  	General	  	 	916,777.00	 
						
	NZS906719	  	Wells Fargo	  	RSI	  	Zurich American Ins Co.	  	Risk-Casualty	  	 	10,000,000.00	 
						
	NZS950062	  	Wells Fargo	  	Republic Services of FL	  	Indian River County	  	General	  	 	500,000.00	 
						
	SC7002288W	  	Wells Fargo	  	Allied Waste Landfill Holdings, Inc.	  	Vectren Energy Delivery of IN, Inc.	  	General	  	 	88,446.00	 
						
	SC7002388W	  	Wells Fargo	  	Consolidated Disposal Svcs	  	City of Cypress	  	General	  	 	10,000.00	 
						
	SC7002422W	  	Wells Fargo	  	Republic Waste Svcs of TX, Ltd	  	City of San Angelo	  	General	  	 	5,000,000.00	 


  
 Schedule 2.03 –
Existing Letters of Credit 








 SCHEDULE 5.07 

ERISA MATTERS 
 Two Hundred Six Million
Three Hundred Fifty Three Thousand and Sixty-Five Dollars ($206,353,065) in charges have been taken in prior fiscal quarters in connection with the Central States, Southeast & Southwest Areas Pension Plan, Teamsters Union of Puerto Rico,
Local 901, Local 705 International Brotherhood of Teamsters Pension Fund, and Local 813 & Local 1034 Severance and Retirement Trust Fund withdrawal liabilities. 

Borrower may incur further withdrawal liabilities not to exceed Three Hundred Fifty Million Dollars ($350,000,000) in the aggregate during the term of the
Credit Agreement for its possible withdrawal from the following Multiemployer Plans: 
 New England Teamsters & Trucking Industry Pension Fund 

Local 731 I.B. of T. Private Scavengers and Garage Attendants Pension Fund 

Western Metal Pension Trust Fund 
 Teamsters Local 945 Pension
Fund 
 Operating Engineers Local 324 Pension Fund 
 Suburban
Teamsters of Northern Illinois Pension Plan 
 Automotive Industries Pension Plan 

NY State Teamsters Conference Pension & Retirement Fund 

Western PA Teamsters & Employers Pension Fund 
 Pension
Trust Fund for Operating Engineers 
 Union De Tronquista De Puerto Rico Local 901 – Pension Plan 

Teamsters Pension Trust Fund of Philadelphia and Vicinity 

Laborers’ International Union of North America National (Industrial) Pension Plan 

Automobile Mechanics Local 701 Union Pension Fund 
 Western States
Office & Professional Employees’ Pension Fund 
 Automotive Machinists Pension Trust Fund 

IEDA Distributors Association Warehouseman’s Pension Trust 

Operating Engineers Construction Industry and Miscellaneous Pension Fund 

Local 705 International Brotherhood of Teamsters Pension Fund 

Western Conference of Teamsters Pension Trust Fund 
 Teamsters
Union No. 142 Pension Trust Fund 
 Central Pension Fund of the International Union of Operating Engineers and Participating Employers 

Midwest Operating Engineers Pension Fund 
 IAM National Pension
Fund 
 Schedule 5.07 – ERISA Matters 

  








 Indiana Teamster Pension Fund 

Operating Engineers Local 12 Pension Fund 
 Locals 302 and 612 of
the I.U.O.E. Employers Construction Industry Retirement Plan 
 Local 813 & Local 1034 Severance and Retirement Trust Fund 

For the avoidance of doubt, this Schedule 5.07 shall constitute notice under Section 6.03(c) of the Borrower’s withdrawal from such Multiemployer
Plan and Borrower’s incurrence of such liabilities. 
 Schedule 5.07 – ERISA Matters 







 SCHEDULE 5.12 

ENVIRONMENTAL MATTERS 
 None. 

Schedule 5.12 – Environmental Matters 







 SCHEDULE 5.16 

MATERIAL SUBSIDIARIES 
 623 Landfill, Inc.

 A-Best Disposal, Inc. 

Abilene Landfill TX, LP 
 Ace Disposal Services, Inc. 

Action Disposal, Inc. 
 Ada County Development Company, Inc. 

ADAJ Corporation 
 Adrian Landfill, Inc. 

ADS of Illinois, Inc. 
 ADS, Inc. 

Agri-Tech, Inc. of Oregon 
 Agromin OC, LLC 

Alabama Recycling Services, Inc. 
 Albany-Lebanon Sanitation, Inc.

 Allied Acquisition Pennsylvania, Inc. 
 Allied Nova Scotia,
Inc. 
 Allied Remediation Services, Inc. 
 Allied Services, LLC

 Allied Waste Hauling of Georgia, Inc. 
 Allied Waste Holdings
(Canada) Ltd. 
 Allied Waste Industries, LLC 
 Allied Waste
Industries (Arizona), Inc. 
 Allied Waste Industries (New Mexico), Inc. 

Allied Waste Industries (Southwest), Inc. 
 Allied Waste
Industries of Georgia, Inc. 
 Allied Waste Industries of Illinois, Inc. 

Allied Waste Industries of Northwest Indiana, Inc. 
 Allied Waste
Industries of Tennessee, Inc. 
 Allied Waste Landfill Holdings, Inc. 

Allied Waste North America, LLC 
 Allied Waste of California, Inc.

 Allied Waste of Long Island, Inc. 
 Allied Waste of New
Jersey, Inc. 
 Allied Waste Rural Sanitation, Inc. 
 Allied
Waste Services of Colorado, Inc. 
 Allied Waste Services of North America, LLC 

  
 Schedule 5.16 –
Material Subsidiaries 








 Allied Waste Services of Page, Inc. (f.k.a. PSI Waste Systems, Inc.) 

Allied Waste Services of Stillwater, Inc. (f.k.a. H.E.W. Waste Systems, Inc.) 

Allied Waste Systems Holdings, Inc. 
 Allied Waste Systems, Inc.

 Allied Waste Transfer Services of New York, LLC 
 Allied
Waste Transfer Services of Utah, Inc. 
 Allied Waste Transportation, Inc. 

American Disposal Services of Illinois, Inc. 
 American Disposal
Services of Kansas, Inc. 
 American Disposal Services of Missouri, Inc. 

American Disposal Services of New Jersey, Inc. 
 American Disposal
Services of West Virginia, Inc. 
 American Disposal Services, Inc. 

American Disposal Transfer Services of Illinois, Inc. 
 American
Materials Recycling Corp. 
 American Sanitation, Inc. 

American Transfer Company, Inc. 
 Anderson Solid Waste, Inc. 

Anson County Landfill NC, LLC 
 Apache Junction Landfill
Corporation 
 Area Disposal, Inc. 
 Aries Venture Investments
Company 
 Astro Waste Services, Inc, 
 Atlantic Waste Holding
Company, Inc. 
 Atlas Transport, Inc. 
 Attwoods of North
America, Inc. 
 Automated Modular Systems, Inc. 
 Autoshred,
Inc. 
 AWIN Leasing Company, Inc. 
 AWIN Management, Inc. 

Barker Brothers Waste Incorporated 
 Barker Brothers, Inc. 

Bay Collection Services, Inc. 
 Bay Environmental Management, Inc.

 Bay Landfills, Inc. 
 Bay Leasing Company, Inc. 

BBCO, Inc. 
 Belleville Landfill, Inc. 

Benson Valley Landfill General Partnership 
 Berkeley Sanitary
Service, Inc. 

  
 Schedule 5.16 –
Material Subsidiaries 








 Berrien County Landfill, Inc. 

BFGSI Series 1997-A Trust 

BFI Atlantic, Inc. 
 BFI Energy Systems of Albany, Inc. 

BFI Energy Systems of Delaware County, Inc. 
 BFI Energy Systems
of Essex County, Inc. 
 BFI Energy Systems of Hempstead, Inc. 

BFI Energy Systems of Niagara II, Inc. 
 BFI Energy Systems of
Niagara, Inc. 
 BFI Energy Systems of SEMASS, Inc. 
 BFI Energy
Systems of Southeastern Connecticut, Inc. 
 BFI Energy Systems of Southeastern Connecticut, Limited Partnership 

BFI REF-FUEL, INC. 
 BFI
Trans River (GP), Inc. 
 BFI Transfer Systems of New Jersey, Inc. 

BFI Transfer Systems of Texas, LP 
 BFI Waste Services, LLC 

BFI Waste Services of Indiana, LP 
 BFI Waste Services of Texas,
LP 
 BFI Waste Systems of Indiana, LP 
 BFI Waste Systems of
New Jersey, Inc. 
 Bio-Med of Oregon, Inc. 

Blue Ridge Landfill TX, LP 
 Bond County Landfill, Inc. 

Borrego Landfill, Inc. 
 Borrow Pit Corporation 

Brenham Total Roll-Offs, LP 
 Brickyard Disposal &
Recycling, Inc. 
 Browning-Ferris Industries Chemical Services, Inc. 

Browning-Ferris Industries of California, Inc. 
 Browning-Ferris
Industries of Florida, Inc. 
 Browning-Ferris Industries of Illinois, Inc. 

Browning-Ferris Industries of New Jersey, Inc. 
 Browning-Ferris
Industries of New York, Inc. 
 Browning-Ferris Industries of Ohio, Inc. 

Browning-Ferris Industries of Tennessee, Inc. 
 Browning-Ferris
Industries, Inc. 
 Browning-Ferris Industries, LLC 

Browning-Ferris Services, Inc. 
 Browning-Ferris, Inc. 

Bunting Trash Service, Inc. 

  
 Schedule 5.16 –
Material Subsidiaries 








 Calvert Trash Service Incorporated 

Calvert Trash Systems Incorporated 
 Camelot Landfill TX, LP 

Capital Waste & Recycling, Inc. 
 Capitol
Recycling & Disposal, Inc. 
 CC Landfill, Inc. 
 CECOS
International, Inc. 
 Cefe Landfill TX, LP (f.k.a. BFI Elliott Landfill TX, LP) 

Celina Landfill, Inc. 
 Central Arizona Transfer, Inc. 

Central Sanitary Landfill, Inc. 
 Charter Evaporation Resource
Recovery Systems 
 Cherokee Run Landfill, Inc. 
 Citizens
Disposal, Inc. 
 City-Star Services, Inc. 
 Clarkston Disposal,
Inc. 
 Clinton County Landfill Partnership 
 Cocopah Landfill,
Inc. 
 Compactor Rental Systems of Delaware, Inc. 
 Congress
Development Co. 
 Copper Mountain Landfill, Inc. 
 Corvallis
Disposal Co. 
 County Disposal (Ohio), Inc. 
 County Disposal,
Inc. 
 County Landfill, Inc. 
 County Line Landfill Partnership

 Covington Waste, Inc. 
 Crockett Sanitary Service, Inc. 

Crow Landfill TX, L.P. 
 CWI Of Florida, Inc. 

CWI of Illinois, Inc. 
 CWI of Missouri, Inc. 

Delta Container Corporation 
 Delta Dade Recycling Corp. 

Delta Paper Stock, Co. 
 Delta Resources Corp. 

Delta Site Development Corp. 
 Delta Waste Corp. 

Dempsey Waste Systems II, Inc. 
 Denver RL North, Inc. 

  
 Schedule 5.16 –
Material Subsidiaries 








 Desarrollo del Rancho La Gloria TX, LP (f.k.a. Donna Development Co. TX, LP ) 

Dinverno, Inc. 
 DTC Management, Inc. 

E & P Investment Corporation 
 Eagle Industries Leasing,
Inc. 
 East Chicago Compost Facility, Inc. 
 ECDC Holdings,
Inc. 
 El Centro Landfill, L.P. 
 Elder Creek
Transfer & Recovery, Inc. 
 Ellis County Landfill TX, LP 

Ellis Scott Landfill MO, LLC 
 Envirocycle, Inc. 

Environmental Development Corp. 
 Environmental Development Corp.

 Environmental Reclamation Company 
 Environtech, Inc. 

Evergreen Scavenger Service, Inc. 
 F. P. McNamara Rubbish
Removal, Inc. 
 FLL, Inc. 
 Fort Worth Landfill TX, LP 

Forward, Inc. 
 Frankfort Environmental Development Company, Inc.

 Frontier Waste Services, L.P. 
 G. Van Dyken Disposal Inc.

 Galveston County Landfill TX, LP 
 GEK, Inc. 

General Refuse Rolloff Corp. 
 Georgia Recycling Services, Inc.

 Golden Bear Transfer Services, Inc. 
 Golden Triangle
Landfill TX, LP 
 Golden Waste Disposal, Inc. 
 Grants Pass
Sanitation, Inc. 
 Great Lakes Disposal Service, Inc. 
 Great
Plains Landfill OK, LLC 
 Green Valley Landfill General Partnership 

Greenwood Landfill TX, LP 
 Gulf West Landfill TX, LP 

Gulfcoast Waste Service, Inc. 
 Harland’s Sanitary Landfill,
Inc. 
 Honeygo Run Reclamation Center, Inc. 

  
 Schedule 5.16 –
Material Subsidiaries 








 Hyder Waste Container, Inc. 

Illiana Disposal Partnership 
 Illinois Landfill, Inc. 

Illinois Recycling Services, Inc. 
 Illinois Valley Recycling,
Inc. 
 Imperial Landfill, Inc. 
 Independent Trucking Company

 Ingrum Waste Disposal, Inc. 
 International Disposal Corp. of
California 
 Island Waste Services Ltd. (f.k.a SSC Selas) 

Itasca Landfill TX, LP 
 Jetter Disposal, Inc. 

K & K Trash Removal, Inc. 
 Kankakee Quarry, Inc. 

Keller Canyon Landfill Company 
 Keller Drop Box, Inc. 

Kerrville Landfill TX, LP 
 Key Waste Indiana Partnership 

La Canada Disposal Company, Inc. 
 Lake County C & D
Development Partnership 
 Lake Norman Landfill, Inc. 
 LandComp
Corporation 
 Lathrop Sunrise Sanitation Corporation 
 Lee
County Landfill SC, LLC 
 Lee County Landfill, Inc. 

Lewisville Landfill TX, LP 
 Liberty Waste Holdings, Inc. 

Loop Recycling, Inc. 
 Loop Transfer, Incorporated 

Louis Pinto & Son, Inc., Sanitation Contractors 
 Lucas
County Land Development, Inc. (f.k.a. Macomb Landfill, Inc.) 
 Manumit of Florida, Inc. 

Marion Recycling Center Inc. 
 McCarty Road Landfill TX, LP 

McCusker Recycling, Inc. 
 McInnis Waste Systems, Inc. 

Mesa Disposal, Inc. 
 Mesquite Landfill TX, LP 

Mexia Landfill TX, LP 

M-G Disposal Service, LLC 

Midway Development Company, Inc. 

  
 Schedule 5.16 –
Material Subsidiaries 








 Mississippi Waste Paper Company 

Mountain Home Disposal, Inc. 
 N Leasing Company, LLC 

NationsWaste Catawba Regional Landfill, Inc. 
 NationsWaste, Inc.

 New Morgan Landfill Company, Inc. 
 Newton County Landfill
Partnership 
 Noble Road Landfill, Inc. 
 Northlake Transfer,
Inc. 
 Northwest Tennessee Disposal Corp. 
 Oakland Heights
Development, Inc. 
 Oceanside Waste & Recycling Services 

Ohio Republic Contracts, II, Inc. 
 Ohio Republic Contracts, Inc.

 Oscar’s Collection System of Fremont, Inc. 
 Otay
Landfill, Inc. 
 Ottawa County Landfill, Inc. 
 Palomar
Transfer Station, Inc. 
 Peltier Real Estate Company 

Perdomo & Sons, Inc. 
 Pinal County Landfill Corp. 

Pine Hill Farms Landfill TX, LP 
 Pinecrest Landfill OK, LLC 

Pittsburg County Landfill, Inc. 
 Pleasant Oaks Landfill TX, LP

 Port Clinton Landfill, Inc. 
 Portable Storage Co. 

Preble County Landfill, Inc. 
 Price & Sons Recycling
Company 
 R.C. Miller Enterprises, Inc. 
 R.C. Miller Refuse
Service, Inc. 
 Rabanco Companies 
 Rabanco Recycling, Inc.

 Rabanco, Ltd. 
 Rainbow Disposal Co., Inc. 

Rainbow Transfer/Recycling, Inc. 
 Ramona Landfill, Inc. 

RCS, Inc. 
 RE Community Holdings II, Inc. 

ReCommunity Corporation 
 ReCommunity West Corporation 

  
 Schedule 5.16 –
Material Subsidiaries 








 Regional Disposal Company 

Reliable Disposal, Inc. 
 Republic Dumpco, Inc. 

Republic EES, LLC (f.k.a. Tervita, LLC) 
 Republic Environmental
Technologies, Inc. 
 Republic Recycling Services of Nevada, Inc. 

Republic Services Alliance Group II, Inc. (f.k.a. Allied Waste Alabama, Inc.) 

Republic Services Alliance Group III, Inc. (f.k.a. Taylor Ridge Landfill, Inc.) 

Republic Services Alliance Group IV, Inc. (f.k.a. Allied Enviroengineering, Inc.) 

Republic Services Alliance Group, Inc. 
 Republic Services
Aviation, Inc. 
 Republic Services Environmental Solutions II, LLC (f.k.a. E Leasing Company, LLC) 

Republic Services Environmental Solutions III, LLC (f.k.a. S Leasing Company, LLC) 

Republic Services Environmental, LLC (f.k.a. H Leasing Company, LLC) 

Republic Services Holding Company, Inc. 
 Republic Services
Leasing Company, LLC 
 Republic Services of California Holding Company, Inc. 

Republic Services of California II, LLC 
 Republic Services of
Florida GP, Inc. 
 Republic Services of Florida LP, Inc. 

Republic Services of Florida, Limited Partnership 
 Republic
Services of Georgia, Limited Partnership 
 Republic Services of Indiana LP, Inc. 

Republic Services of Indiana Transportation, LLC 
 Republic
Services of Indiana, Limited Partnership 
 Republic Services of Michigan Holding Company, Inc 

Republic Services of Michigan I, LLC 
 Republic Services of
Michigan III, LLC 
 Republic Services of Ohio Transportation, LLC 

Republic Services of Oxnard, Inc.(f.k.a. BLT Enterprises of Oxnard, Inc.) 

Republic Services of Sonoma County Energy Producers, Inc. 

Republic Services of Sonoma County, Inc. 
 Republic Services of
Southern California, LLC 
 Republic Services of Wisconsin, Limited Partnership 

Republic Services Organic Holding, Inc. 
 Republic Services
Procurement, Inc. 
 Republic Services Real Estate Holding, Inc. 

Republic Services Recycling of Indiana, Inc. 
 Republic Services
Vasco Road, LLC 
 Republic Services, Inc. VEBA Trust 
 Republic
Silver State Disposal, Inc. 

  
 Schedule 5.16 –
Material Subsidiaries 








 Republic Waste Services of Texas GP, Inc. 

Republic Waste Services of Texas LP, Inc. 
 Republic Waste
Services of Texas, Ltd. 
 Republic Waste, Limited Partnership (f.k.a. LETCO Group, Limited Partnership) 

Resource Recovery, Inc. 
 RI/Alameda Corp. 

Richmond Sanitary Service, Inc. 
 Rock Road Industries, Inc. 

Ross Bros. Waste & Recycling Co. 
 Rossman Sanitary
Service, Inc. 
 Roxana Landfill, Inc. 
 Royal Holdings, Inc.

 Rubbish Control, LLC 
 RWS Texas Leasing Company, LLC 

RWS Transport, L.P. 
 S & S Recycling, Inc. 

Saline County Landfill, Inc. 
 San Marcos NCRRF, Inc. 

Sandy Hollow Landfill Corp. 
 Sangamon Valley Landfill, Inc. 

Sanifill, Inc. 
 Sanitary Disposal Service, Inc. 

Sauk Trail Development, Inc. 
 Schofield Corporation of Orlando,
Inc. 
 Shred—All Recycling Systems Inc. (f.k.a. Fred Barbara Trucking Co., Inc.) 

Solano Garbage Company 
 Source Recycling, Inc. 

South Trans, Inc. 
 Southern Illinois Regional Landfill, Inc. 

Southwest Landfill TX, LP 
 Springfield Environmental General
Partnership 
 Standard Disposal Services, Inc. 
 Standard
Environmental Services, Inc. 
 Standard Waste, Inc. 
 Streator
Area Landfill, Inc. 
 Suburban Transfer, Inc. 
 Suburban
Warehouse, Inc. 
 Summit Waste Systems, Inc. 
 Sunrise
Sanitation Service, Inc. 
 Sunset Disposal Service, Inc. 

  
 Schedule 5.16 –
Material Subsidiaries 








 Sunset Disposal, Inc. 

Sycamore Landfill, Inc. 
 Tate’s Transfer Systems, Inc. 

Tay-Ban Corporation 

Tayman Industries, Inc. 
 Tervita, LLC 

The Ecology Group, Inc. 
 Thomas Disposal Service, Inc. 

Tippecanoe County Waste Services Partnership 
 Tom Luciano’s
Disposal Service, Inc. 
 Total Solid Waste Recyclers, Inc. 

Tricil (N.Y.), Inc. 

Tri-County Refuse Service, Inc. 

Tri-State Recycling Services, Inc. 

Tri-State Refuse Corporation 

Turkey Creek Landfill TX, LP 
 United Disposal Service, Inc. 

Upper Rock Island County Landfill, Inc. 
 Valley Landfills, Inc.

 Victoria Landfill TX, LP 
 Vining Disposal Service, Inc. 

Wasatch Regional Landfill, Inc. 
 Waste Control Systems, Inc. 

Waste Services of New York, Inc. 
 Wastehaul, Inc. 

Wayne County Landfill IL, Inc. 
 WDTR, Inc. 

West Contra Costa Energy Recovery Company 
 West Contra Costa
Sanitary Landfill, Inc. 
 West County Landfill, Inc. 
 West
County Resource Recovery, Inc. 
 Whispering Pines Landfill TX, LP 

Willamette Resources, Inc. 
 Williams County Landfill Inc. 

Wilshire Disposal Services, Inc. 
 WJR Environmental, Inc. 

Woodlake Sanitary Service, Inc. 
 Zakaroff Services 

Schedule 5.16 – Material Subsidiaries 







 SCHEDULE 7.02 

EXISTING LIENS 
 None. 

  
 Schedule 7.02 –
Existing Liens 








 SCHEDULE 7.06 

EXISTING SUBSIDIARY INDEBTEDNESS 
 None.


  
 Schedule 7.06 –
Existing Subsidiary Indebtedness 








 SCHEDULE 7.12 

EXISTING BURDENSOME AGREEMENTS 
 None.


  
 Schedule 7.12 –
Existing Burdensome Agreements 








 SCHEDULE 10.02 

ADMINISTRATIVE AGENT’S OFFICE; 

CERTAIN ADDRESSES FOR NOTICES 

BORROWER: 
 Republic Services, Inc. 

18500 North Allied Way 
 Phoenix, Arizona 85054 

Attention:            Calvin R. Boyd 

                          
  Assistant Treasurer 
 Telephone:          480.477.5065 

Electronic Mail:  cboyd2@republicservices.com 

Website Address: www.republicservices.com 
 with a
copy to: 
 Quarles & Brady LLP 
 One
Renaissance Square 
 Two North Central Avenue 
 Phoenix,
Arizona 85004 
 Attention:            Timothy W. Moser, Partner 

Electronic Mail:  timothy.moser@quarles.com 

ADMINISTRATIVE AGENT: 
 Administrative Agent’s
Office 
 (for payments and Requests for Credit Extensions): 

Bank of America, N.A. 
 2380 Performance Dr., Building C 

Mail Code: TX2-984-03-23 

Richardson, Texas 75082 

Attention:            Armando Gonzalez 

Telephone:          469.201.8330 

Telecopier:          214.416.0948 

Electronic Mail:  armando.a.gonzalez@baml.com 

Wire Instructions: 
 Bank of America, N.A. 

New York, New York 
 ABA #026009593 

Account #1366072250600 
 Attn: Wire Clearing Acct for Syn
Loans—LIQ 
 Ref: Republic Services, Inc. 

  
 Schedule 10.02 –
Administrative Agent’s Office; Certain Addresses for Notices 








 Other Notices as Administrative Agent: 

Bank of America, N.A. 
 Agency Management 

900 West Trade Street 
 Mail Code:
NC1-026-06-03 
 Charlotte, North
Carolina 28255 
 Attention:            Mollie S. Canup 

Telephone:           980.387.5449 

Telecopier:           704.409.0011 

Electronic Mail: mollie.s.canup@baml.com 
 All
Notices to Portfolio/Credit Contact: 
 Bank of America, N.A. 

540 W. Madison Street 
 Mail Code:
IL4-540-22-23 
 Chicago, Illinois
60661 
 Attention:            Michael Contreras 

                          
  Vice President 
 Telephone:          312.992.3882 

Electronic Mail:  Michael.contreras@baml.com 
 L/C
ISSUER: 
 Bank of America, N.A. 
 Trade Services 

1 Fleet Way 
 Mail Code: PA6-580-02-30 
 Scranton, Pennsylvania 18507 

Telecopier:           800.755.8743 

Electronic Mail:   scranton_standby-LC@bankofamerica.com 

SWING LINE LENDER: 
 Bank of America, N.A. 

2380 Performance Dr., Building C 
 Mail Code: TX2-984-03-23 
 Richardson, Texas 75082

 Attention:            Armando Gonzalez 

Telephone:          469.201.8330 

Telecopier:          214.416.0948 

Electronic Mail:  armando.a.gonzalez@baml.com 

Wire Instructions: 
 Bank of America, N.A. 

New York, New York 
 ABA #026009593 

Account #1366072250600 
 Attn: Wire Clearing Acct for Syn
Loans—LIQ 
 Ref: Republic Services, Inc. 

  
 Schedule 10.02 –
Administrative Agent’s Office; Certain Addresses for Notices 








 EXHIBIT A 

FORM OF COMMITTED LOAN NOTICE 

Date:         ,         

 

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

 Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of June 8, 2018 (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 Republic Services, Inc., a Delaware corporation (the “Borrower”), the Lenders from time
to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. 
 The undersigned hereby
requests (select one): 
  

	 	☐	A Borrowing of Committed Loans 

  

	 	☐	A conversion or continuation of Committed Loans 

  

	 	1.	On
                                        
(a Business Day). 

  

	 	2.	In the amount of $
                                         
    . 

  

	 	3.	Comprised of
                                         
            . 

 [Type of Committed Loan requested] 

 

	 	4.	For Eurodollar Rate Loans: with an Interest Period of [one week][___ months]. 

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

			
	REPUBLIC SERVICES, INC.
		
	By:	 	
                     
                

	Name:	 	
	Title:	 	



  
 Exhibit A 

Form of Committed Loan Notice 








 EXHIBIT B 

FORM OF SWING LINE LOAN NOTICE 

Date:          ,          

 

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

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

 Ladies and Gentlemen: 
 Reference is made to
that certain Credit Agreement, dated as of June 8, 2018 (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 Republic Services, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. 

The undersigned hereby requests a Swing Line Loan: 

1. On
                         (a Business Day). 

2. In the amount of $             . 

The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of
Section 2.04(a) of the Agreement. 
  

			
	REPUBLIC SERVICES, INC.
		
	By:	 	
                     
            

	Name:	 	
	Title:	 	



  
 Exhibit B 

Form of Swing Line Loan Notice 








 EXHIBIT C 

FORM OF NOTE 

                 

FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to
                         or registered assigns (the “Lender”), in accordance with the provisions of the
Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of June 8, 2018 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative
Agent, an L/C Issuer and Swing Line Lender. 
 The Borrower promises to pay interest on the unpaid principal amount of each Loan from the
date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing
Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when
due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject
to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately
due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and
endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. 
 The Borrower, for itself, its successors
and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. 

[Remainder of page intentionally left blank; signature page follows] 

  
 Exhibit C 

Form of Note 








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

			
	REPUBLIC SERVICES, INC.
		
	By:	 	
                 

	Name:	 	
	Title:	 	



  
 Exhibit C 

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

		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	


  
 Exhibit C 

Form of Note 








 EXHIBIT D 

FORM OF COMPLIANCE CERTIFICATE 

Financial Statement Date:                  ,
         
  

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

 Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of June 8, 2018 (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 Republic Services, Inc., a Delaware corporation (the “Borrower”), the Lenders from time
to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. 
 The undersigned
Responsible Officer hereby certifies as of the date hereof that he/she is the
                                 of the Borrower, and that, as such, he/she
is authorized to execute and deliver this Certificate to the Administrative Agent on behalf of the Borrower, and that: 
 [Use following
paragraph 1 for fiscal year-end financial statements] 
 1. The Borrower
has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the
report of an independent certified public accountant required by such section. 
 [Use following paragraph 1 for fiscal quarter-end financial statements] 
 1. The Borrower has delivered the unaudited financial
statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present, in accordance with GAAP (subject to the absence of
footnotes and to ordinary, good faith year-end audit adjustments), the financial position and the results of operations of the Borrower and its Subsidiaries as of such date and for such period. 

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her
supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements. 

3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to
determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and 

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

--or-- 

  
 Exhibit D 

Form of Compliance Certificate 








 [to the best knowledge of the undersigned, during such fiscal period the following covenants or
conditions have not been performed or observed and the following is a list of each such Default and its nature and status:] 
 4. The
representations and warranties of the Borrower contained in Article V of the Agreement, and any representations and warranties of the Borrower that are contained in any Loan Document or other document furnished at any time under or in
connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier
date, and except that for purposes of this Certificate, the representations and warranties contained in subsection (a) of Section 5.11 of the Agreement shall be deemed to refer to the most recent statements
furnished pursuant to clause (a) of Section 6.01 of the Agreement, including the statements in connection with which this Certificate is delivered. 

5. The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate on and as of the date
of this Certificate. 
 IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
                             ,
             . 
  

			
	REPUBLIC SERVICES, INC.
		
	By:	 	
                     
                        

	Name:	 	
	Title:	 	



  
 Exhibit D 

Form of Compliance Certificate 








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

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

									
	I.	 	Subsection 7.01(a): Consolidated Interest Coverage Ratio
				
		 	A.	 	Consolidated EBITDA for Computation Period:	  	
					
		 		 	(1)	 	Consolidated Net Income for Computation Period:	  	$                
		 		 	(2)	 	Consolidated Interest Expense for Computation Period:	  	$                
		 		 	(3)	 	taxes on income for Computation Period:	  	$                
		 		 	(4)	 	depreciation, amortization and depletion for Computation Period:	  	$                
		 		 	(5)	 	accretion for Computation Period:	  	$                
		 		 	(6)	 	loss on extinguishment of Indebtedness for	  	
		 		 		 	Computation Period:	  	$                
		 		 	(7)	 	non-cash charges incurred with respect to Borrower’s	  	
		 		 		 	withdrawal liabilities disclosed on Schedule 5.07 during the Computation Period:	  	$                
		 		 	(8)	 	non-cash write-downs or write-offs of assets, including non-cash losses on the sale of assets outside the ordinary course of business:	  	$                
		 		 	(9)	 	Lines I.A.(1)+(2)+(3)+(4)+(5)+(6)+(7)+(8):	  	$                
				
		 	B.	 	Consolidated Interest Expense for Computation Period:	  	$                
				
		 	C.	 	Line I.A.(9) divided by Line I.B.:	  	         to 1.00
				
		 		 	(Line I.C. must not be less than 3.00 to 1.00)	  	


  
 Exhibit D 

Form of Compliance Certificate 








  

											
	II.	 	Subsection 7.01(b): Total Debt to EBITDA Ratio	  		  	
					
		 	A.	 	Total Debt as of last day of Computation Period:	  	$                	  	
					
		 	B.	 	Restricted Cash as of last day of Computation Period:	  	$                	  	
					
		 	C.	 	Line II.A. minus Line II.B.:	  		  	$                
					
		 	D.	 	Consolidated EBITDA for Computation Period1:	  		  	
						
		 		 	(1)	  	Consolidated Net Income for Computation Period:	  		  	$                
		 		 	(2)	  	Consolidated Interest Expense for Computation Period:	  		  	$                
		 		 	(3)	  	taxes on income for Computation Period:	  		  	$                
		 		 	(4)	  	depreciation, amortization and depletion for Computation Period:	  		  	$                
		 		 	(5)	  	accretion for Computation Period:	  		  	$                
		 		 	(6)	  	loss on extinguishment of Indebtedness for Computation Period:	  		  	$                
		 		 	(7)	  	non-cash charges incurred with respect to Borrower’s withdrawal liabilities disclosed on Schedule 5.07 during the Computation Period:	  		  	$                
		 		 	(8)	  	non-cash write-downs or write-offs of assets, including non-cash losses on the sale of assets outside the ordinary course of business:	  		  	$                
		 		 	(9)	  	Lines II.D.(1)+(2)+(3)+(4)+(5)+(6)+(7)+(8):	  		  	$                
					
		 	E.	 	Line II.C. divided by Line II.D.(9):	  		  	         to 1.00
					
		 		 	(Line II.E must not be greater than 3.50 to 1.00, subject to the proviso in Section 7.01(b) of the Agreement)	  		  	

  

	1	To the extent that any Acquisition has been consummated during a Computation Period, Consolidated EBITDA shall be computed on a pro forma basis in accordance with
Article 11 of Regulation S-X of the SEC or in a manner otherwise approved by the Administrative Agent only for the purpose of determining the Total Debt to EBITDA Ratio. 


  
 Exhibit D 

Form of Compliance Certificate 








 EXHIBIT E-1 

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

 

	1.	Assignor[s]:                              
                       


[Assignor [is] [is not] a Defaulting Lender] 
  

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


 

	3.	Borrower: Republic Services, Inc., a Delaware corporation 

  

	4.	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement 

  

	5.	Credit Agreement: Credit Agreement, dated as of June 8, 2018, as amended, restated, extended, supplemented or otherwise modified in writing from time to time, among Republic Services, Inc., a Delaware
corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer, and Swing Line Lender 


  
 Exhibit E-1 

Form of Assignment and Assumption 









	6.	Assigned Interest: 

  

																									
	 Assignor[s]
	  	Assignee[s]	 	  	Facility
Assigned	 	  	Aggregate
Amount of
Commitment/
Loans for all
Lenders	 	  	Amount of
Commitment/
Loans
Assigned	 	  	Percentage 
Assigned of
Commitment/
Loans	 	 	CUSIP
Number	 
		  				  				  	$	_________	 	  	$	_________	 	  	 	_________	% 	 			
		  				  				  	$	_________	 	  	$	_________	 	  	 	_________	% 	 			
		  				  				  	$	_________	 	  	$	_________	 	  	 	_________	% 	 			

  

	[7.	Trade Date:                              ] 


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

  
 Exhibit E-1 

Form of Assignment and Assumption 








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

 

			
	ASSIGNOR
	
	[NAME OF ASSIGNOR]
		
	By:	 	                                      
                              
	Name:	 	
	Title:	 	
	
	ASSIGNEE
	
	[NAME OF ASSIGNEE]
		
	By:	 	
                          
                                         
 

	Name:	 	
	Title:	 	



			
	[Consented to and] Accepted:
	
	BANK OF AMERICA, N.A., as
	    Administrative Agent
		
	By:	 	                                      
                              
	Name:	 	
	Title:	 	
	
	[Consented to:]
	
	REPUBLIC SERVICES, INC.
		
	By:	 	                                      
                              
	Name:	 	
	Title:	 	


  
 Exhibit E-1 

Form of Assignment and Assumption 








 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

Credit Agreement dated as of June 8, 2018, as amended, restated, extended, supplemented or otherwise modified in writing from time to
time, by and among Republic Services, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the Lenders party thereto from time to time 

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, (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 (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder,
(iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates
or any other Person of any of their respective obligations under any Loan Document. 
 1.2. Assignee. [The][Each] Assignee
(a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to receipt of such consents as may be
required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type presented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to
acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent
financial statements referred to in Section 5.11 thereof or delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its
own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has independently and without reliance upon the Administrative Agent, [the][any] Assignor or any
other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it
is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will,
independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

  
 Exhibit E-1 

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. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and
after the Effective Date to [the][the relevant] Assignee. 
 3. General Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York. 

  
 Exhibit E-1 

Form of Assignment and Assumption 








 EXHIBIT E-2 

FORM OF ADMINISTRATIVE QUESTIONNAIRE 

See attached. 

  
 Exhibit E-2 

Form of Administrative Questionnaire 








 EXHIBIT F 

FORM OF REPORT OF LETTER OF CREDIT INFORMATION 
  

			
	To:	 	Bank of America, N.A. as Administrative Agent
		
	Attn:	 	
		
	Phone No.:	 	
		
	Fax No.:	 	
		
	Ref.:	 	Letters of Credit
		
		 	Issued for the account of Republic Services, Inc.
		
		 	 or any Subsidiary thereof under
 the Credit
Agreement dated as of June 8, 2018


 Reporting Period :
        /        /20    
through        /        /20     
  

																							
	 L/C

No.
	  	 Maximum
Face
Amount
	  	 Current
Face
Amount
	  	 Escalating
Y/N(?)

If “Y”
Provide
Schedule*
	  	 Beneficiary
Name
	  	 Issuance
Date
	  	 Expiry
Date
	  	 Auto
Renewal
	  	 Auto
Renewal
Period/

Notice
	  	 Date of
Amendment
	  	 Amount of
Amendment
	  	 Type of
Amendment



  
 Exhibit F 

Form of Report of Letter of Credit Information 








 EXHIBIT G-1 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of June 8, 2018 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among Republic Services, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer
and Swing Line Lender. 
 Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned
hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of
Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as
described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower with a
certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

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

			
	[NAME OF LENDER]
		
	By:	 	  

		
		 	Name:
                                         
                   
		
		 	Title:                                    
                           

 Date:             , 20[    ] 

  
 Exhibit G-1 

Form of U.S. Tax Compliance Certificate 








 EXHIBIT G-2 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of June 8, 2018 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among Republic Services, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer
and Swing Line Lender. 
 Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned
hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code,
(iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code. 
 The undersigned has furnished its participating Lender with a certificate of its
non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	  

		
		 	Name:
                                         
                   
		
		 	Title:                                    
                           

 Date:                 ,
20[    ] 

  
 Exhibit G-2 

Form of U.S. Tax Compliance Certificate 








 EXHIBIT G-3 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of June 8, 2018 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among Republic Services, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer
and Swing Line Lender. 
 Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned
hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation,
(iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or
indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the
following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

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

			
	[NAME OF PARTICIPANT]
		
	By:	 	  

		
		 	Name:
                                         
                   
		
		 	Title:                                    
                           

 Date:                 ,
20[    ] 

  
 Exhibit G-3 

Form of U.S. Tax Compliance Certificate 








 EXHIBIT G-4 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of June 8, 2018 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among Republic Services, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer
and Swing Line Lender. 
 Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned
hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole
beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect
partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as
described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower with IRS Form
W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or
(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest
exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned
shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	  

		
		 	Name:
                                         
                   
		
		 	Title:                                    
                           

 Date:                 ,
20[    ] 

  
 Exhibit G-4 

Form of U.S. Tax Compliance Certificate