EX-10.2



 Exhibit 10.2 
 EXECUTION COPY 
 SECOND AMENDED AND RESTATED 

SYNDICATED FACILITY AGREEMENT 
 Dated as of July 25, 2014, 
 among 

SEALED AIR CORPORATION 
 and 
 THE OTHER BORROWERS NAMED HEREIN, 

as Borrowers 

THE INITIAL LENDERS NAMED HEREIN, 
 as Initial Lenders 
 THE INITIAL ISSUING BANKS NAMED HEREIN, 

as Initial Issuing Banks 
 BANK OF AMERICA, N.A., 
 as Agent 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 
 J.P. MORGAN SECURITIES LLC 
 BNP PARIBAS SECURITIES CORP.

 CITIGROUP GLOBAL MARKETS INC. 
 CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
 MORGAN STANLEY
SENIOR FUNDING, INC. 
 RBS SECURITIES INC. 
 as Joint Lead Arrangers and Joint Bookrunners 
 and 

J.P. MORGAN SECURITIES LLC 
 CITIGROUP GLOBAL MARKETS INC. 
 CRÉDIT AGRICOLE CORPORATE AND
INVESTMENT BANK 
 MORGAN STANLEY SENIOR FUNDING, INC. 

THE ROYAL BANK OF SCOTLAND PLC 
 as Co-Syndication Agents 








					
	 ARTICLE I
  

DEFINITIONS AND ACCOUNTING TERMS

 



							
	 	 	 	  	Page	 
	SECTION 1.01	 	 Certain Defined Terms
	  	 	3	  
	SECTION 1.02	 	 Computation of Time Periods
	  	 	53	  
	SECTION 1.03	 	 Accounting Terms
	  	 	53	  
	SECTION 1.04	 	 Exchange Rates; Currency Equivalents
	  	 	53	  
	SECTION 1.05	 	 Construction
	  	 	54	  
	SECTION 1.06	 	 Dutch Terms
	  	 	54	  
	SECTION 1.07	 	 Québec Matters
	  	 	54	  
	SECTION 1.08	 	 Code of Banking Practice
	  	 	55	  
	SECTION 1.09	 	 Terms Generally
	  	 	55	  
	SECTION 1.10	 	 Rounding
	  	 	56	  
	SECTION 1.11	 	 Change of Currency
	  	 	56	  
	SECTION 1.12	 	 Additional Foreign Currencies
	  	 	56	  
	SECTION 1.13	 	 Letter of Credit Amounts
	  	 	57	  
	
	 ARTICLE II
  

AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT
  
	   
 
   
 

	SECTION 2.01	 	 The Advances and Letters of Credit
	  	 	57	  
	SECTION 2.02	 	 Borrowing Mechanics
	  	 	62	  
	SECTION 2.03	 	 Issuance of and Drawings and Reimbursement Under Letters of Credit
	  	 	64	  
	SECTION 2.04	 	 Incremental Commitments
	  	 	67	  
	SECTION 2.05	 	 Fees
	  	 	69	  
	SECTION 2.06	 	 Termination or Reduction of the Commitments
	  	 	70	  
	SECTION 2.07	 	 Repayment of Advances
	  	 	71	  
	SECTION 2.08	 	 Interest on Advances
	  	 	79	  
	SECTION 2.09	 	 Interest Rate Determination
	  	 	80	  
	SECTION 2.10	 	 Optional Conversion of Advances
	  	 	81	  
	SECTION 2.11	 	 Prepayments of Term Advances, Revolving Credit Advances and Swing Line Advances
	  	 	82	  
	SECTION 2.12	 	 Increased Costs
	  	 	85	  
	SECTION 2.13	 	 Illegality
	  	 	86	  
	SECTION 2.14	 	 Payments and Computations
	  	 	87	  
	SECTION 2.15	 	 Taxes
	  	 	88	  
	SECTION 2.16	 	 Sharing of Payments, Etc.
	  	 	91	  
	SECTION 2.17	 	 Evidence of Debt
	  	 	92	  
	SECTION 2.18	 	 Use of Proceeds
	  	 	93	  
	SECTION 2.19	 	 Defaulting Lenders
	  	 	93	  
	SECTION 2.20	 	 Replacement of Lenders
	  	 	96	  
	SECTION 2.21	 	 Borrower Representative
	  	 	97	  
	SECTION 2.22	 	 Public Offer
	  	 	97	  


  
 i 









							
	 ARTICLE III

 
 CONDITIONS TO LENDING

 
	   
 
   
 

	SECTION 3.01	 	 Conditions Precedent to the Initial Advances
	  	 	98	  
	SECTION 3.02	 	 Conditions to all Advances
	  	 	100	  
	SECTION 3.03	 	 Determinations Under Sections 3.01 and 3.04
	  	 	101	  
	SECTION 3.04	 	 Conditions to Brazilian Term A Advances
	  	 	101	  
	
	 ARTICLE IV
  

REPRESENTATIONS AND WARRANTIES

 
	   
 
   
 

	SECTION 4.01	 	 Representations and Warranties of the Borrowers
	  	 	103	  
	
	 ARTICLE V
  

COVENANTS OF THE COMPANY

 
	   
 
   
 

	SECTION 5.01	 	 Affirmative Covenants
	  	 	110	  
	SECTION 5.02	 	 Negative Covenants
	  	 	120	  
	SECTION 5.03	 	 Company Net Total Leverage Ratio
	  	 	134	  
	
	 ARTICLE VI
  

EVENTS OF DEFAULT
  
	   
 
   
 

	SECTION 6.01	 	 Events of Default
	  	 	135	  
	SECTION 6.02	 	 Actions in Respect of the Letters of Credit upon Default
	  	 	139	  
	
	 ARTICLE VII

 
 GUARANTY

 
	   
 
   
 

	SECTION 7.01	 	 Guaranty
	  	 	140	  
	SECTION 7.02	 	 Keepwell
	  	 	140	  
	SECTION 7.03	 	 Guaranty Absolute
	  	 	140	  
	SECTION 7.04	 	 Waivers and Acknowledgments
	  	 	141	  
	SECTION 7.05	 	 Subrogation
	  	 	142	  
	SECTION 7.06	 	 Subordination
	  	 	143	  
	SECTION 7.07	 	 Continuing Guaranty; Assignments
	  	 	144	  


  
 ii 










							
	 ARTICLE VIII

 
 THE AGENT

 
	   
 
   
 

	SECTION 8.01	 	 Authorization and Action
	  	 	144	  
	SECTION 8.02	 	 Agent’s Reliance, Etc.
	  	 	145	  
	SECTION 8.03	 	 Bank of America and Affiliates
	  	 	146	  
	SECTION 8.04	 	 Lender Credit Decision
	  	 	146	  
	SECTION 8.05	 	 Indemnification
	  	 	146	  
	SECTION 8.06	 	 Appointment as Agent and Administrator in Relation to German Collateral
	  	 	147	  
	SECTION 8.07	 	 Successor Agent
	  	 	149	  
	SECTION 8.08	 	 Other Agents
	  	 	149	  
	SECTION 8.09	 	 Delegation of Duties
	  	 	149	  
	SECTION 8.10	 	 Appointment for the Province of Québec
	  	 	150	  
	
	 ARTICLE IX
  

MISCELLANEOUS
  
	   
 
   
 

	SECTION 9.01	 	 Amendments, Etc.
	  	 	151	  
	SECTION 9.02	 	 Notices, Etc.
	  	 	153	  
	SECTION 9.03	 	 No Waiver; Remedies
	  	 	154	  
	SECTION 9.04	 	 Costs and Expenses
	  	 	154	  
	SECTION 9.05	 	 Right of Set-off
	  	 	156	  
	SECTION 9.06	 	 Binding Effect
	  	 	156	  
	SECTION 9.07	 	 Assignments and Participations
	  	 	156	  
	SECTION 9.08	 	 Confidentiality
	  	 	160	  
	SECTION 9.09	 	 Designated Borrower
	  	 	161	  
	SECTION 9.10	 	 Governing Law
	  	 	162	  
	SECTION 9.11	 	 Execution in Counterparts
	  	 	162	  
	SECTION 9.12	 	 Judgment
	  	 	163	  
	SECTION 9.13	 	 Jurisdiction, Etc.
	  	 	163	  
	SECTION 9.14	 	 Substitution of Currency
	  	 	164	  
	SECTION 9.15	 	 No Liability of the Issuing Banks
	  	 	164	  
	SECTION 9.16	 	 Patriot Act
	  	 	165	  
	SECTION 9.17	 	 Release of Collateral
	  	 	165	  
	SECTION 9.18	 	 Waiver of Jury Trial
	  	 	167	  
	SECTION 9.19	 	 Parallel Debt
	  	 	167	  
	SECTION 9.20	 	 Intercreditor Agreement
	  	 	168	  
	SECTION 9.21	 	 Exceptions to the Application of the Bank Transaction Agreement
	  	 	168	  
	SECTION 9.22	 	 Financial Assistance Australian Loan Party
	  	 	168	  


  
 iii









 SCHEDULES 
  

			
	I	 	 Commitments and Applicable Lending Offices

	II	 	 Designated Borrowers

	1.01(i)	 	 Unrestricted Subsidiaries

	1.01(ii)	 	 Subsidiary Guarantors

	1.01(iii)	 	 Mortgaged Properties

	2.01(e)	 	 Existing Letters of Credit

	4.01(c)(i)	 	 Owned Real Property

	4.01(c)(ii)	 	 Material Leased Real Property – Lessee

	4.01(l)	 	 Subsidiaries

	5.01(h)	 	 Collateral Jurisdictions and Excluded Collateral Jurisdictions

	5.01(m)	 	 Post-Closing Matters

	5.02(a)	 	 Liens

	5.02(b)	 	 Existing Indebtedness

	5.02(d)	 	 Investments

	5.02(e)	 	 Dispositions

	5.02(f)	 	 Fundamental Changes

	5.02(j)	 	 Sales and Leasebacks

	5.02(k)	 	 Negative Pledges


 EXHIBITS 
  

			
	A	 	 Form of Revolving Credit Note

	B-1	 	 Form of Term A Notes

	C	 	 Form of Notice of Borrowing

	D	 	 Form of Assignment and Acceptance

	E-1	 	 Form of US Subsidiary Guaranty

	E-2	 	 Form of Foreign Subsidiary Guaranty

	F	 	 Form of Loan Certificate

	G	 	 Form of Solvency Certificate

	H-1	 	 [Reserved]

	H-2	 	 Form of Opinion of Clifford Chance LLP

	H-3	 	 Form of Opinion of Special Counsel for certain Restricted Subsidiaries of the Company

	I	 	 Form of Designated Borrower Request and Assumption Agreement

	J	 	 Form of Designated Borrower Notice

	K	 	 Form of Mortgage

	L-1	 	 Form of U.S. Tax Compliance Certificate

	L-2	 	 Form of U.S. Tax Compliance Certificate

	L-3	 	 Form of U.S. Tax Compliance Certificate

	L-4	 	 Form of U.S. Tax Compliance Certificate

	M	 	 Auction Procedures



  
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 SECOND AMENDED AND RESTATED 

SYNDICATED FACILITY AGREEMENT 
 This SECOND AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT, dated as of July 25, 2014 (this “Agreement”), made by and among SEALED AIR CORPORATION, a Delaware corporation
(the “Company” and the “Short Term A Borrower”), CRYOVAC, INC., a Delaware corporation (“Cryovac”), DIVERSEY CANADA, INC., an Ontario corporation (the “CDN Borrower”), SEALED AIR
JAPAN G.K. (the surviving entity of a merger between Sealed Air Japan Holdings G.K. and Sealed Air Japan G.K.), a Japanese limited liability company (godo kaisha) (the “JPY Borrower”), SEALED AIR LIMITED, a company
incorporated in England and Wales (DTTPS Number: 13/W/61173/DTTP Country of Residence: United States) (the “Sterling Borrower”), CRYOVAC BRASIL LTDA., a limited company (sociedade limitada) (the “Brazilian Term
Borrower”), SEALED AIR B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its statutory seat in Nijmegen, the Netherlands and registered with the trade register of
the Chambers of Commerce in the Netherlands under number 09114711 and DIVERSEY EUROPE B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its statutory seat in Utrecht, the
Netherlands and registered with the trade register of the Chambers of Commerce in the Netherlands under number 30179832 (together, the “Euro Borrowers”), SEALED AIR CORPORATION (US), a Delaware corporation (“Sealed Air
US”, and together with the Company and Cryovac, collectively the “US Revolver Borrowers”), SEALED AIR LUXEMBOURG S.C.A., a société en commandite par actions incorporated and existing under the laws of
Luxembourg, with registered office at 16 avenue Pasteur, L-2310 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under the number B 89671 (the “Lux Revolver Borrower”), CRYOVAC AUSTRALIA PTY
LIMITED, ABN 65 004 207 532, a company incorporated under the laws of Australia and SEALED AIR AUSTRALIA (HOLDINGS) PTY LTD, ABN 65 102 261 307, a company incorporated under the laws of Australia (together, the “Australian Revolver
Borrowers”) and certain Subsidiaries of the Company from time to time listed on Schedule II (each a “Designated Borrower” and, collectively with the Company, the Short Term A Borrower, Cryovac, Sealed Air US, the CDN
Borrower, the JPY Borrower, the Euro Borrowers, the Sterling Borrower, the Brazilian Term Borrower, the US Revolver Borrowers, the Lux Revolver Borrower and the Australian Revolver Borrowers, the “Borrowers”), the banks, financial
institutions and other investors listed on Schedule I hereto (the “Initial Lenders”) and the initial issuing banks (the “Initial Issuing Banks”) listed on Schedule I hereto, and BANK OF
AMERICA, N.A., as Agent for the Lenders (as hereinafter defined) and the Issuing Banks (in such capacity, and as agent for the Secured Parties under the other Loan Documents, the “Agent”), MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED (or any of its designated affiliates), J.P. MORGAN SECURITIES LLC, BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC. (or any of its designated affiliates), CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MORGAN
STANLEY SENIOR FUNDING, INC. and RBS SECURITIES INC. (collectively, as joint lead arrangers, the “Joint Lead Arrangers” and as joint bookrunners, the “Joint Bookrunners”), J.P. MORGAN SECURITIES LLC, CITIGROUP
GLOBAL MARKETS INC. (or any of its designated affiliates), CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MORGAN STANLEY SENIOR FUNDING, INC. and THE ROYAL BANK OF SCOTLAND PLC, as co-syndication agents (collectively, the
“Co-Syndication Agents”), and 

  
 1 








 
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK NEDERLAND”, DNB BANK ASA, NEW YORK BRANCH, HSBC BANK USA, NATIONAL
ASSOCIATION, MIZUHO BANK, LTD., NEW YORK BRANCH, THE BANK OF NOVA SCOTIA, SUMITOMO MITSUI BANKING CORPORATION, NY BRANCH, SUNTRUST BANK, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., AND WELLS FARGO BANK, NA, as co-documentation agents (collectively, the
“Co-Documentation Agents”). 
 PRELIMINARY STATEMENTS: 

WHEREAS, the Company, certain of the Borrowers, the Lenders and Issuing Banks party thereto, the Agent, the Co-Syndication Agents, the
Joint Lead Arrangers, the Joint Bookrunners and the Documentation Agent (each as defined in the Existing Credit Agreement) entered into that certain Syndicated Facility Agreement, dated as of October 3, 2011 (as amended and restated by
that certain Restatement Agreement, dated as of November 15, 2012, as further amended by that certain Amendment No. 1 to Credit Agreement, dated as of November 27, 2013, and as further amended, amended and restated, supplemented
or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which, concurrently with the consummation of the Acquisition (as defined in the Existing Credit Agreement), (a) the Lenders party
thereto extended credit to the Company in an aggregate principal amount of $794,610,042.74, under the Term A Facility (as hereinafter defined), (b) the Lenders party thereto extended credit to the CDN Borrower in an aggregate principal
amount of $82,712,000.00, denominated in CDN (as hereinafter defined), under the CDN Term A Facility (as hereinafter defined), (c) the Lenders party thereto extended credit to the Original JPY Borrower in an aggregate principal amount of
¥11,454,000,000.00, under the JPY Term A Facility (as hereinafter defined), (d) the Lenders party thereto extended credit to the Euro TLA Borrowers in an aggregate principal amount of €55,778,305.17, under the Euro Term A
Facility (as hereinafter defined) (e) the Lenders party thereto extended credit to the Company in an aggregate principal amount of $790,000,000.00, under the Term B Facility (as defined in the Existing Credit Agreement), (f) the
Lenders party thereto extended credit to the Euro TLB Borrowers in an aggregate principal amount of €300,000,000.00, under the Euro Term B Facility (each as defined in the Existing Credit Agreement), (g) the Lenders and Issuing Banks
party thereto made available to the Borrowers from time to time a US Revolving Credit Facility (as hereinafter defined) up to an aggregate principal amount of $500,000,000, available in Dollars (as hereinafter defined) and (h) the Lenders party
thereto and Initial Issuing Banks make available to the Multicurrency Borrowers (as hereinafter defined) from time to time a Multicurrency Revolving Credit Facility (as hereinafter defined) up to the Equivalent of $200,000,000 available in the
Committed Currencies (as hereinafter defined), for the purposes specified in the Original Credit Agreement; 
 WHEREAS, the
Borrowers have requested that the Existing Credit Agreement be amended and restated (i) to collectively replace the Term A Facility, CDN Term A Facility, JPY Term A-1 Facility, Euro Term A Facility (each as defined in the
Existing Credit Agreement) with the new Term A Facility, CDN Term A Facility, JPY Term A-1 Facility, Euro Term A Facility, Sterling Term A Facility, Brazilian Term A Facility and Short Term A Facility, (ii) to
replace the US Revolving Credit Facility and the Multicurrency Revolving Credit Facility (each as defined in the Existing Credit Agreement) with the new US Revolving Credit Facility and the 

  
 2 








 
new Multicurrency Revolving Credit Facility and (iii) to amend certain other provisions of the Existing Credit Agreement as hereinafter set forth; and 

WHEREAS, in consideration of the premises and the mutual covenants herein contained and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree that the Existing Credit Agreement is amended and restated in its entirety as hereinafter set forth; 

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as
follows: 
 ARTICLE I 
 DEFINITIONS AND ACCOUNTING TERMS 
 SECTION 1.01 Certain Defined
Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): 

“Acknowledgement Mandate” means a mandate for notarial acknowledgment of debt as referred to in
Section 5.01(n). 
 “Additional Collateral Agent” means Citibank, N.A., in its capacity as the
“Additional Collateral Agent”, as provided in the Second Restatement Agreement, for so long as Citibank, N.A. shall be the “Additional Collateral Agent” pursuant to Section 10 of the Second Restatement Agreement, and in such
capacity the Additional Collateral Agent shall constitute a “sub-agent” of the Agent for the purposes of Section 8.09 of this Agreement, with all of the rights and protections provided in such Section 8.09.

 “Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Agent.

 “Advance” means an extension of credit by a Lender to a Borrower under Article II in the form of
a Term A Advance, a CDN Term A Advance, a JPY Term A-1 Advance, a Euro Term A Advance, a Sterling Term A Advance, a Brazilian Term A Advance, Short Term A Advance, a US Revolving Credit Advance, a Multicurrency
Revolving Credit Advance, a Swing Line Advance, an Incremental Term Advance, an Incremental Revolving Credit Advance, an Other Term Advance or an Other Revolving Credit Advance. 

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is
under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common
control with”) of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise. For
the avoidance of doubt, in no event shall the Agent or any Lender be deemed to be an Affiliate of any of the Borrowers or any of such Borrower’s Subsidiaries. 

  
 3 








 “Agent” has the meaning given to such term in the preamble to this
Agreement. 
 “Agent’s Account” means with respect to any currency, the Agent’s account with respect
to such currency as the Agent may from time to time notify to the Company and the Lenders. 
 “Agreement” has
the meaning specified in the preamble to this Agreement. 
 “Agreement Currency” has the meaning specified in
Section 9.12. 
 “Anti-Corruption Laws” has the meaning specified in
Section 5.01(r)(ii). 
 “Applicable Lending Office” means, with respect to each Lender, such
Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance. 
 “Applicable Margin” means, with respect to the Term A Facility, the CDN Term A Facility, the JPY Term A-1 Facility, the Euro Term A Facility, the Sterling Term A
Facility, the Brazilian Term A Facility, the Short Term A Facility, the US Revolving Credit Facility and the Multicurrency Revolving Credit Facility, initially (i) 1.75% per annum for Eurocurrency Rate Advances and (ii) with
respect to Advances denominated in Dollars, 0.75% per annum for Base Rate Advances, and from time to time after delivery of the financial statements for the fiscal quarter ending September 30, 2014 pursuant to
Section 5.01(a)(ii), the Applicable Margin shall be determined by reference to the table below, based on the Net Total Leverage Ratio set forth in, and determined based on, the most recent financial statements and Compliance Certificate
delivered to the Agent under Section 5.01(a)(i) or (ii), and Section 5.01(a)(iii) hereof: 
  

													
	 Pricing

Level
	  	 Net Total
Leverage
Ratio
	  	 Applicable
Margin for
Base
Rate
Term A
Advances and
Short Term A
Advances
	  	 Applicable Margin for
Eurocurrency
Rate
Term A Advances, CDN
Term A Advances, JPY
Term A-1 Advances,
 Euro Term A Advances,
Sterling Term A
Advances, Brazilian
Term A Advances and
Short Term A Advances
	  	 Applicable
Margin for Base
Rate
US
Revolving
Credit Advances
 and
Multicurrency
Revolving Credit
Advances

(in Dollars)
	  	 Applicable
Margin for
Eurocurrency
Rate
Revolving
Credit Advances
and
Multicurrency
Revolving Credit
Advances
	  	 Commitment
Fee

	 1
	  	Less than or equal to 4.00:1.00	  	0.50%	  	1.50%	  	0.50%	  	1.50%	  	0.25%
	 2
	  	Greater than 4.00:1.00	  	0.75%	  	1.75%	  	0.75%	  	1.75%	  	0.30%

 Notwithstanding the foregoing, if at any time the Company shall fail to deliver financial statements to the Agent in
accordance with Section 5.01(a)(i) or 5.01(a)(ii), as applicable, then the Applicable Margin shall thereafter be determined by reference to Pricing Level 2 in the table


  
 4 








 
above until such time as the Company shall again be in compliance with Sections 5.01(a)(i) and 5.01(a)(ii). 

“Applicable Time” means, with respect to any borrowings and payments in any Foreign Currency, the local time in the place
of settlement for such Foreign Currency as may be determined by the Agent or the applicable Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of
payment; provided, that with respect to each Foreign Currency specified below, at any time following the Second Restatement Effective Date, the “Applicable Time” shall be the corresponding time specified below for such Foreign
Currency: 
 (i) AU$: 12:00 P.M. (Sydney, Australia time); 

(ii) CDN: 12:00 P.M. (Toronto, Canada time); 
 (iii) Euros: 12:00 P.M. (London, England time); 
 (iv) JPY: 12:00 P.M. (Tokyo,
Japan time); and 
 (v) Sterling: 12:00 P.M. (London, England time); 
 provided, further, that any such “Applicable Time” may be modified by the Agent on not less than five Business Days prior written notice to the Company and the Lenders if the Agent
shall reasonably determine that such modification is reasonably necessary or advisable. 
 “Applicant Borrower”
has the meaning specified in Section 9.09. 
 “Approved 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 and 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. 

“Asset Disposition” means the disposition of any or all of the assets (including, without limitation, any Equity
Interest owned thereby) of any Loan Party, in one transaction or a series of transactions, whether by sale, lease, transfer or otherwise; provided that “Asset Dispositions” shall not include any transaction (or series of related
transactions), the Net Cash Proceeds of which do not exceed $10,000,000. 
 “Assignment and Acceptance” means
an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit D hereto. 
 “Associate” has the meaning given to it in Section 128F(9) of the Australian Tax Act. 
 “AU$” has the meaning specified in the definition of “Committed Currencies”, below. 

  
 5 








 “Auction” has the meaning specified in Section 2.11(c).

 “Auction Prepayment” has the meaning specified in Section 2.11(c). 

“Auction Procedures” means the procedures set forth in Exhibit M. 

“Australian Bill Rate Advance” means an Advance that bears interest at a rate based upon the Australian Bill Rate
pursuant to the applicable Notice of Borrowing. 
 “Australian Bill Rate” means, for any Interest Period, for
any Multicurrency Revolving Credit Advance denominated in Australian dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate or a comparable or successor rate, which rate is approved by the Agent, as published on the applicable
Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) at or about 10:30 A.M. (Sydney, Australia time) on the Rate Determination Date with a
term equivalent to such Interest Period. 
 “Australian Borrower” means any Borrower who is a resident of
Australia for the purposes of the Australian Tax Act, or the Income Tax Assessment Act 1997 (Australia), as the context requires. 
 “Australian Loan Party” means an Australian Borrower or a Subsidiary Guarantor incorporated, organized or established under the laws of the Commonwealth of Australia. 

“Australian Revolver Borrowers” has the meaning specified in the preamble to this Agreement. 

“Australian PPSA” means the Personal Property Securities Act 2009 (Cwlth) Australia and any regulations in force at
any time under the Australian PPSA, including the Personal Property Securities Regulations 2010 (Cth) (each as amended from time to time). 
 “Australian Tax Act” means the Income Tax Assessment Act 1936 (Cwlth). 
 “Available Amount” of any Letter of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all
conditions to drawing). 
 “Available Basket Amount” means, on any date of determination, an amount equal to
(a) the Cumulative Retained Excess Cash Flow Amount on such date, plus (b) the aggregate amount of net cash proceeds of any issuance of Qualified Equity Interests of the Company received by the Company since the Closing Date,
minus (c) the sum of (i) any amounts used to make investments and advances pursuant to Section 5.02(d)(xiii) after the Closing Date and on or prior to such date, (ii) any amounts used to make Restricted Payments
pursuant to Section 5.02(c)(vii) after the Closing Date and on or prior to such date and (iii) any amounts used to make Restricted Junior Payments pursuant to Section 5.02(l)(ii) after the Closing Date and on
or prior to such date. 
 “Bank of America” means Bank of America, N.A. and its successors. 

  
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 “Bankruptcy Code” has the meaning specified in Section 6.01(e).

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

“Base Rate Advance” means a Revolving Credit Advance, a Term A Advance, a Swing Line Advance, an Incremental
Revolving Credit Advance or an Incremental Term Advance, in each case denominated in Dollars, that bears interest as provided in Section 2.08(a)(i). 
 “Bond” has the meaning specified in Section 8.10. 

“Borrower Designation Agreement” means, with respect to any Subsidiary, an agreement in the form of Exhibit J
hereto signed by such Subsidiary and the Company. 
 “Borrower Representative” has the meaning specified in
Section 2.21. 
 “Borrowers” has the meaning specified in the preamble to this Agreement.

 “Borrowing” means a Revolving Credit Borrowing, a Term A Borrowing, a CDN Term A Borrowing, a JPY
Term A-1 Borrowing, a Euro Term A Borrowing, a Sterling Term A Borrowing, a Brazilian Term A Borrowing, a Short Term A Borrowing, a Swing Line Borrowing or an Incremental Borrowing, as applicable. 

“Brazilian Facility Effective Date” has the meaning specified in Section 2.01(a)(vi). 

“Brazilian Term A Advance” means an Advance made by any Brazilian Term A Lender under the Brazilian
Term A Facility. 
 “Brazilian Term A Borrowing” means a borrowing consisting of simultaneous
Brazilian Term A Advances of the same Type and, in the case of Eurocurrency Rate Advances, having the same Interest Period made by each of the Brazilian Term A Lenders pursuant to Section 2.01(a)(vi). 

“Brazilian Term A Commitment” means, as to each Brazilian Term A Lender, its obligation to make Brazilian Term A
Advances to the Brazilian Term Borrower pursuant to Section 2.01(a)(vi) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Brazilian Term A Lender’s name on
Schedule I under the heading “Brazilian Term A Commitment”. 

  
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 “Brazilian Term A Facility” means, at any time after the Brazilian
Facility Effective Date, the aggregate principal amount of the Brazilian Term A Advances extended by all Brazilian Term A Lenders pursuant to Section 2.01(a)(vi) outstanding at such time. 

“Brazilian Term A Lender” means (a) at any time on or prior to the Brazilian Facility Effective Date, any
Lender that has a Brazilian Term A Commitment at such time and (b) at any time after the Brazilian Facility Effective Date, any Lender that holds Brazilian Term A Advances at such time. 

“Brazilian Term A Note” means a promissory note made by the Brazilian Term Borrower in favor of a Brazilian
Term A Lender evidencing Brazilian Term A Advances made by such Brazilian Term A Lender, substantially in the form of Exhibit B-1. 

“Brazilian Term Borrower” has the meaning specified in the preamble to this Agreement. 

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York
City, Tokyo, Japan or Canada and, if the applicable Business Day relates to any Eurocurrency Rate Advances, on which dealings are carried on in the London interbank market and banks are open for business in London and in the country of issue of the
currency of such Eurocurrency Rate Advance (or, in the case of an Advance denominated in Euro, on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open); provided that, when used in connection with an Australian Bill Rate Advance, the term “Business Day” shall also exclude any day on which Australian banks are not open for dealings in
AU$ deposits in Melbourne and Sydney, Australia. 
 “Canadian Pension Event” means (a) the termination in
whole or in part of any Canadian Pension Plan that contains a defined benefit provision, (b) a material change in the funded status of a Canadian Pension Plan, (c) a material change in the contribution rates payable by the CDN Borrower to
a Canadian Pension Plan, (d) the receipt by a Borrower of any notice concerning liability arising from the withdrawal or partial withdrawal of a Borrower or any other party from a Canadian Pension Plan, (e) the occurrence of an event under
the Income Tax Act (Canada) that could reasonably be expected to affect the registered status of any Canadian Pension Plan, (f) the receipt by a Borrower of any order or notice of intention to issue an order from the applicable pension
standards regulator or Canada Revenue Agency that could reasonably be expected to affect the registered status or cause the termination (in whole or in part) of any Canadian Pension Plan that contains a defined benefit provision, (g) the
receipt of notice by the CDN Borrower from the administrator, the funding agent or any other person of any failure to remit contributions to a Canadian Pension Plan by the CDN Borrower, (h) the adoption of any amendment to a Canadian Pension
Plan that would require the provision of security pursuant to applicable law, (i) the issuance of either any order (including an order to remit delinquent contributions) or charges that could reasonably be expected to give rise to the
imposition of any material fines or penalties in respect of any Canadian Pension Plan against a Borrower or (j) any other event or condition with respect to a Canadian Pension Plan that could reasonably be expected to result in (i) a lien,
(ii) any acceleration of any statutory requirements to fund all or a substantial portion of the unfunded liabilities of such plan, or (iii) any liability of a Borrower or a Restricted Subsidiary in excess of $85,000,000. 

  
 8 








 “Canadian Pension Plan” means any plan, program or arrangement that is a
“registered pension plan” as defined in the Income Tax Act (Canada) or is subject to the funding requirements of applicable provincial or federal pension benefits standards legislation in any Canadian jurisdiction (but for greater
certainty not including a registered retirement savings plan, supplemental employee retirement plan, retirement compensation arrangement, deferred profit sharing plan or similar plan or arrangement), which is sponsored, administered, maintained or
contributed to by, or to which there is or may be an obligation to contribute by, any Borrower or Restricted Subsidiary in respect of any person’s employment in Canada with any Borrower or Restricted Subsidiary, other than government sponsored
plans. 
 “Capital Expenditure” means any expenditure or obligation which in accordance with GAAP is or should
be treated as a capital expenditure, including the capital element of any expenditure or obligation incurred in connection with a finance or Capital Lease. 
 “Capital Lease” means any lease of property which, in accordance with GAAP, would be required to be capitalized on the balance sheet of the lessee. 

“Capital Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under a
Lease of (or other agreement conveying the right to use) real and/or personal property, which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP; provided that obligations that are re-characterized as Capital Lease Obligations due to a change in GAAP after the Closing
Date shall not be treated as Capital Lease Obligations for any purpose under this Agreement regardless of the time at which such obligation is incurred; provided further that obligations that are Capital Lease Obligations as of the Closing
Date and are re-characterized as not constituting Capital Lease Obligations due to a change in GAAP after the Closing Date shall be treated as Capital Lease Obligations under this Agreement. 

“Cash Collateralize” means, in respect of an obligation, provide and pledge (subject to a first priority perfected
security interest) cash collateral in Dollars (or any other currency reasonably satisfactory to the Agent), at a location and pursuant to documentation in form and substance reasonably satisfactory to the Agent and the relevant Issuing Bank or Swing
Line Bank, as the case may be (and “Cash Collateralization” shall have a meaning correlative to the foregoing). 
 “Cash Equivalents” means Investments in (a) direct obligations of, or obligations unconditionally guaranteed by, the United States of America, Canada, the Federal Government of
Germany, the State of Japan, the United Kingdom, the Commonwealth of Australia or any agency or instrumentality thereof (provided that the full faith and credit of the applicable national Governmental Authority of such nation is pledged in support
thereof), having maturities of less than one year; (b) time deposits, certificates of deposit and banker’s acceptances of any 

  
 9 








 
commercial bank having combined capital and surplus of not less than $500,000,000, whose short-term commercial paper rating from S&P is at least A-2 or from Moody’s is at least P-2
(each an “Approved Bank”) with maturities of not more than one year from the date of investment; (c) commercial paper issued by, or guaranteed by, an Approved Bank or by the parent company of an Approved Bank, or issued by, or
guaranteed by, any company with a short-term debt rating of at least A-2 by S&P and P-2 by Moody’s, in each case maturing within one year from the date of investment; and (d) repurchase agreements with a term of less than one
year for underlying securities of the types described in clauses (b) and (c) entered into with an Approved Bank; (e) any money market fund that meets the requirements of Rule 2a-7(c)(2), (3) and (4) promulgated
under the Investment Company Act of 1940, as amended; and (f) any other fund or funds making substantially all of their Investments in Investments of the kinds described in clauses (a) through (d) above. 

“Cash Management Obligations” means, as applied to any Person, any direct or indirect liability, contingent or
otherwise, of such Person in respect of cash management services (including treasury, depository, overdraft (daylight and temporary), credit or debit card, electronic funds transfer and other cash management arrangements) provided by the Agent, any
Lender or any Affiliate thereof at the time such Cash Management Obligations are entered into, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith to the extent
provided for in the documents evidencing such cash management services. 
 “Cash on Hand” means, on any day,
the amount of cash and Cash Equivalents of the Company and its Restricted Subsidiaries as set forth on the balance sheet of the Company as of such day (it being understood that such amount shall exclude in any event any cash and Cash Equivalents
identified on such balance sheet as “restricted” (other than cash or Cash Equivalents which are subject to a perfected security interest under the Collateral Documents) or otherwise subject to a security interest in favor of any other
Person (other than (i) security interests under the Collateral Documents, (ii) customary liens imposed by the applicable deposit bank in the ordinary course of business and (iii) any non-consensual security interests permitted by the
Loan Documents)). 
 “CDN” has the meaning specified in the definition of “Committed
Currencies”, below. 
 “CDN Borrower” has the meaning specified in the preamble to this Agreement.

 “CDN Term A Advance” means an Advance made by any CDN Term A Lender under the CDN Term A
Facility. 
 “CDN Term A Borrowing” means a borrowing consisting of simultaneous CDN Term A Advances
of the same Type and, in the case of Eurocurrency Rate Advances, having the same Interest Period made by each of the CDN Term A Lenders pursuant to Section 2.01(a)(ii). 

“CDN Term A Commitment” means, as to each CDN Term A Lender, its obligation to make CDN Term A Advances to the CDN
Borrower pursuant to Section 2.01(a)(ii) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such CDN Term A Lender’s name on Schedule I under the heading “CDN Term A
Commitment”. 

  
 10 









 “CDN Term A Facility” means, at any time after the Second Restatement
Effective Date, the aggregate principal amount of the CDN Term A Advances extended by all CDN Term A Lenders pursuant to Section 2.01(a)(ii) outstanding at such time. 

“CDN Term A Lender” means (a) at any time on or prior to the Second Restatement Effective Date, any Lender
that has a CDN Term A Commitment at such time and (b) at any time after the Second Restatement Effective Date, any Lender that holds CDN Term A Advances at such time. 

“CDN Term A Note” means a promissory note made by the CDN Borrower in favor of a CDN Term A Lender evidencing
CDN Term A Advances made by such CDN Term A Lender, substantially in the form of Exhibit B-1. 
 “CDOR” means the Canadian Dealer Offered Rate, or a comparable or successor rate which rate is approved by the Agent, as published on the applicable Bloomberg screen page (or such other
commercially available source providing such quotations as may be designated by the Agent from time to time) at or about 10:00 A.M. (Toronto, Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period.

 “Change of Control” means the occurrence of either of the following: (i) any “Person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), excluding an employee benefit or stock ownership plan of the Company, is or shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 40% or more on a fully diluted basis of the voting stock of the Company or shall have the
right to elect a majority of the directors of the Company or (ii) during any six month period the board of directors of the Company shall cease to consist of a majority of Continuing Directors. 

“Co-Documentation Agents” has the meaning specified in the preamble to this Agreement. 

“Co-Syndication Agents” has the meaning specified in the preamble to this Agreement. 

“Closing Date” means October 3, 2011. 

“Code of Banking Practice” means the Code of Banking Practice published by the Australian Bankers’ Association.

 “Collateral” means all of the “Collateral” and “Mortgaged Property”
referred to in the Collateral Documents and all of the other property that is under the terms of the Collateral Documents, subject to Liens in favor of the Agent for the benefit of the Secured Parties as security for the Secured Obligations.


  
 11 









 “Collateral Documents” means, collectively, the Security Agreement, the
Intellectual Property Security Agreements, the Mortgages, each of the mortgages, collateral assignments, security agreements, share pledge agreements or other similar agreements and each of the other agreements, instruments or documents that creates
or purports to create a Lien in favor of the Agent (and/or the Additional Collateral Agent, if applicable) for the benefit of the Secured Parties as security for the Secured Obligations, and each amendment, supplement, joinder or other modification
to each of the aforementioned. 
 “Collateral Ratings Condition” means that, at the time of determination, the
Company has received and maintains (a) a corporate credit ratings of at least BBB- from S&P and a corporate family credit rating of at least Ba1 from Moody’s (in each case, with no
negative outlook or negative watch) or (b) a corporate family credit rating of at least Baa3 from Moody’s and a corporate credit rating of at least BB+ from S&P (in each case, with no negative outlook or negative watch).

 “Commitment” means a Revolving Credit Commitment, a Term Commitment, an Incremental Term Commitment, an
Incremental Revolving Credit Commitment or a Letter of Credit Commitment, as applicable. 
 “Commitment Fee”
has the meaning specified in Section 2.05(a). 
 “Committed Currencies” means (i) lawful
currency of Australia (“AU$”) available to be drawn by the Australian Revolver Borrowers, (ii) Euros available to be drawn by the Lux Revolver Borrower and the Euro Borrowers, (iii) lawful currency of Canada
(“CDN”) available to be drawn by the CDN Borrower and the US Revolver Borrowers, and (iv) Dollars and Euros available to be drawn by the US Revolver Borrowers. 

“Commodity Exchange Act”: means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time,
and any successor statute. 
 “Communications” has the meaning specified in Section 9.02(b).

 “Company” has the meaning specified in the preamble to this Agreement. 

“Compliance Certificate” has the meaning specified in Section 5.01(a)(iii). 

“Consideration” means, in respect of any acquisition by a Loan Party of any Equity Interest in, or assets of, any
Person, the sum of (without duplication): (a) the aggregate consideration payable by any or all Loan Parties in respect of such acquisition, including (without limitation) any consideration payable by any Loan Party in respect of such
acquisition, any Indebtedness made available by any Loan Party to or incurred by any Loan Party for the account of such Person in connection with such acquisition, and any Indebtedness incurred or assumed by any Loan Party in connection with such
acquisition; and (b) the aggregate amount of Indebtedness of such Person and/or its Subsidiaries that is outstanding (whether or not due and payable) as at the date of such acquisition or, if less, such portion thereof for which a Loan Party is
directly responsible. 
 “Consolidated” refers to the consolidation of accounts in accordance with GAAP.


  
 12 









 “Consolidated Assets” means, as of any date of determination, the total
assets of the Company and its Restricted Subsidiaries as at such date determined on a Consolidated basis in accordance with GAAP. 
 “Consolidated Debt” means, as of any date of determination, all Indebtedness (other than Contingent Obligations) of the Company and its Restricted Subsidiaries determined on a
Consolidated basis. 
 “Consolidated Interest Expense” means for any period, total interest expense (including
amounts properly attributable to interest with respect to Capital Lease Obligations and amortization of debt discount and debt issuance costs) of the Company and its Restricted Subsidiaries on a Consolidated basis for such period. 

“Consolidated Net Debt” means, as of any date of determination, Consolidated Debt less Cash on Hand. 

“Consolidated Net Tangible Assets” means, as of any date of determination, the total assets less the sum of goodwill and
other intangible assets, in each case reflected on the Consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter of such Person for which financial statements have been
delivered to the Agent pursuant to clause (a)(i) or (a)(ii), as applicable, of Section 5.01, determined on a Consolidated basis. 
 “Consolidated Total Secured Indebtedness” means, as of any date of determination, the Consolidated Net Debt which is secured by any Lien on any property or assets of the Company or one or
more of its Restricted Subsidiaries. 
 “Contingent Obligation” means, as to any Person, any obligation of such
Person guaranteeing any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation
or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency 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 such primary obligation against loss in respect thereof;
provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be
deemed to be an amount equal to the amount such Person guarantees but in any event not more than the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. 

  
 13 









 “Continuing Directors” means, as of any date of determination, any member of the board of
directors of the Company who (1) was a member of such board of directors on the first day of the applicable six consecutive month period referenced in clause (ii) of the definition of “Change of Control” or (2) was nominated
for election or elected to such board of directors with the approval of the Continuing Directors who were members of such board of directors at the time of such nomination or election. 

“Convert”, “Conversion” and “Converted” each refers to a conversion of Revolving
Credit Advances of one Type into Revolving Credit Advances of the other Type pursuant to Section 2.09 or 2.10. 
 “Covenant Ratings Condition” means that, at the time of determination, the Company has received and maintains corporate family/corporate credit ratings of at least BBB- and at
least Baa3 from S&P and Moody’s, respectively (in each case, with no negative outlook or negative watch). 

“Corporations Act” means the Corporations Act 2011 (Cwlth) Australia. 

“Corresponding Debt” has the meaning specified in Section 9.19. 

“Covenant Suspension Event” has the meaning specified in the last paragraph of Section 5.02.

 “Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount, not less than zero, determined
on a cumulative basis, equal to the amount of Excess Cash Flow for the applicable Excess Cash Flow Period that is not required to be applied in accordance with Section 2.11(b)(iii). 

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors
generally. 
 “Deed of Hypothec” has the meaning specified in Section 8.10. 

“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that
notice be given or time elapse or both. 
 “Defaulting Lender” means at any time, subject to
Section 2.19(c), (i) any Lender that has failed for two or more Business Days to comply with its obligations under this Agreement to make an Advance (except if such failure is the result of a good faith dispute between such Lender
and the Borrowers as to whether the Borrowers have failed to satisfy one or more conditions precedent to funding), make a payment to an Issuing Bank in respect of a Letter of Credit, make a payment to the Swing Line Bank in respect of a Swing Line
Advance or make any other payment due hereunder (each, a “funding obligation”), (ii) any Lender that has notified the Agent, the Borrower, the Issuing Banks or the Swing Line Bank in writing, or has stated publicly, that it
does not intend to comply with its funding obligations hereunder or under other agreements in which it commits to extend credit (unless such writing or public statement relates 

  
 14 









 
to such Lender’s obligation to fund an Advance hereunder or an advance or loan under such other agreement (as applicable) 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), (iii) any Lender that has
generally defaulted on its funding obligations under other loan agreements or credit agreements (except if such defaults are the result of good faith disputes between such Lender and the respective borrowers party thereto), (iv) any Lender that
has, for three or more Business Days after written request of the Agent or the Company, failed to confirm in writing to the Agent and the Company that it will comply with its prospective funding obligations hereunder or under other agreements in
which it commits to extend credit to any Borrower or any Affiliate of any Borrower (provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (iv) upon the Agent’s and the Company’s receipt of
such written confirmation), or (v) any Lender with respect to which a Lender Insolvency Event has occurred and is continuing with respect to such Lender or its Parent Company (provided, in each case, that neither the reallocation of
funding obligations provided for in Section 2.19(b) as a result of a Lender’s being a Defaulting Lender nor the performance by Non-Defaulting Lenders of such reallocated funding obligations will by themselves cause the relevant
Defaulting Lender to become a Non-Defaulting Lender). Any determination by the Agent that a Lender is a Defaulting Lender under any of clauses (i) through (v) above will be conclusive and binding absent manifest error, and such Lender
will be deemed to be a Defaulting Lender (subject to Section 2.19(c)) upon notification of such determination by the Agent to the Company, the Issuing Banks, the Swing Line Bank and the Lenders. 

“Designated Borrower” means any direct or indirect Wholly-Owned Subsidiary of
the Company designated for borrowing privileges under this Agreement pursuant to Section 9.09. 

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the
subject of any Sanction. 
 “Disposition” or “Dispose” means the sale, transfer, license,
sublicense, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith; provided that the term “Disposition” specifically excludes (i) the sale, transfer, license, sublicense, lease or other disposition of obsolete or worn out property, whether now owned
or hereafter acquired, in the ordinary course of business, (ii) the sale, transfer, license, sublicense, lease or other disposition of receivables, inventory and other current assets in the ordinary course of business, and (iii) the sale,
transfer, license, sublicense, lease or other disposition of property by any Restricted Subsidiary to the Company or to another Restricted Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof
must either be the Company or a Guarantor. 
 “Disqualified Equity Interests” means Equity Interests of any
Person that (a) by their terms or upon the occurrence of any event (other than as a result of a change of control, asset sale event or casualty or condemnation event so long as any rights of the holders thereof upon the occurrence of a change
of control, asset sale event or casualty or condemnation event shall be subject to the prior repayment in full of the Loans and all other Obligations (other than 

  
 15 









 
Swap Obligations, Cash Management Obligations or contingent indemnification obligations and other Contingent Obligations) (i) are required to be redeemed or are redeemable at the option of
the holder on or prior to the day that is 91 days after the Latest Scheduled Termination Date (determined as of the date of issuance of such Equity Interests), for consideration other than Qualified Equity Interests of such Person or
(ii) convertible at the option of the holder into Disqualified Equity Interests of such Person or exchangeable for Indebtedness or (b) require (or permit at the option of the holder) the payment of any dividend, interest, sinking fund or
other similar payment (other than the accrual of such obligations) on or prior to the day that is 91 days after the Latest Scheduled Termination Date (determined as of the date of issuance of such Equity Interests) (other than payments made
solely in Qualified Equity Interests of such Person). 
 “Dollars” and the “$” sign each means
lawful currency of the United States of America. 
 “Domestic Lending Office” means, with respect to any
Lender, the office or offices of such Lender, any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate, specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or
as specified in such Lender’s Administrative Questionnaire delivered in conjunction with the Assignment and Acceptance pursuant to which it became a Lender, or such other office or offices as such Lender may from time to time specify to the
Company and the Agent. 
 “Domestic Loan Party” means any Loan Party organized under the laws of the United
States or any state thereof. 
 “Domestic Subsidiary” means any Subsidiary of the Company other than a Foreign
Subsidiary. 
 “Dutch Civil Code” means the Dutch Civil Code (Burgerlijk Wetbock). 

“Dutch Obligor” means an Obligor incorporated in The Netherlands. 

“EBITDA” for any period means the Consolidated net income (or loss) of the Company and its Restricted Subsidiaries for
such period, adjusted by adding thereto (or subtracting in the case of a gain) the following amounts to the extent deducted or included, as applicable, and without duplication, when calculating Consolidated net income (a) Consolidated Interest
Expense, (b) income taxes, (c) any extraordinary gains or losses, (d) gains or losses from sales of assets (other than from sales of inventory in the ordinary course of business), (e) all amortization of goodwill and other
intangibles, (f) depreciation, (g) all non-cash contributions or accruals to or with respect to pension plans, deferred profit sharing or compensation plans, (h) any non-cash gains or losses resulting from the cumulative effect of
changes in accounting principles, (i) restructuring charges that are not paid in cash, (j) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Company and the Restricted Subsidiaries during such
period that are required to be made in connection with any prepayment of Existing Sealed Air Notes, (k) commissions, fees and expenses paid in cash in connection with the repayment of any Indebtedness, any Permitted Acquisition, any
Disposition, any incurrence of Indebtedness or any equity issuance, (l) non-cash charges resulting from 

  
 16 









 
accounting adjustments to goodwill or impairment and intangible charges in connection therewith, (m) any income or loss accounted for by the equity method of accounting (except in the case
of income to the extent of the amount of cash dividends or cash distributions paid to the Company or any of its Subsidiaries by the entity accounted for by the equity method of accounting), (n) any non-cash expenses and charges (excluding
non-cash charges that are accrued or reserved for cash charges in a future period), (o) restructuring charges paid in cash (x) in an amount not to exceed 15.0% of the amount of EBITDA for such period (without giving effect to any
adjustments pursuant to this clause (o)) with respect to any EBITDA calculations made for any period ending at the end of any of the first eight full fiscal quarters ending after the Second Restatement Effective Date and (y) in an amount
not to exceed 10.0% of the amount of EBITDA for such period (without giving effect to any adjustments pursuant to this clause (o)) with respect to any EBITDA calculations made for each period ending at the end of any fiscal quarter thereafter,
(p) any costs, expenses or charges in connection with the EPC Transactions, (q) the amount of any non-cash foreign currency losses (or gains) attributable to intercompany loans, accounts receivable and accounts payable, and (r) all
retention, completion or transaction bonuses paid to key employees incurred in connection with any acquisition or other investment, or disposition of assets, whether or not such transaction is ultimately consummated; provided that there shall
be included in such determination for such period all such amounts attributable to any entity acquired during such period pursuant to an acquisition to the extent not subsequently sold or otherwise disposed of during such period for the portion of
such period prior to such acquisition; provided, further that any amounts added to Consolidated net income pursuant to clause (g) above for any period shall be deducted from Consolidated net income for the period, if ever, in
which such amounts are paid in cash by the Company or any of its Restricted Subsidiaries. 
 “Eligible
Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; and (iii) any other Person approved by the Agent, each Issuing Bank and, unless an Event of Default under clause (a) or (e) of
Section 6.01 has occurred and is continuing at the time any assignment is effected in accordance with Section 9.07, the Company, such approvals not to be unreasonably withheld or delayed; provided, however, that
neither the Company nor any Affiliate of the Company shall qualify as an Eligible Assignee, except with respect to purchases of Loans by the Company made in accordance with the terms of Section 2.11(c) of this Agreement.

 “EMU” means the Economic and Monetary Union as contemplated by the Treaty on European Union. 

“Environmental Law” means any foreign, federal, state or local statute, law, rule, regulation, ordinance, code, policy
or rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to the environment or
Hazardous Materials. 
 “EPC Transactions” means the transactions related to the reorganization of the
Company’s European operations to function under a centralized management and value chain model. 

  
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 “Equity Interests” means, with respect to any Person, any of the shares of
capital stock of (or other ownership or profit interests in) such Person, any 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, any of the securities convertible into or exchangeable for shares of capital stock of (or other 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 any 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. 
 “Equivalent” means, at any time, (a) with
respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, the equivalent amount thereof in Dollars as determined by the Agent or the Issuing Bank, as the case may be, at
such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Foreign Currency. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
Section references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor. 

“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the controlled group of
any Borrower, or under common control with any Borrower, within the meaning of Section 414 of the Internal Revenue Code. 

“Euro” means the lawful currency of the European Monetary Union as constituted by the Treaty of Rome which established
the European Community, as such treaty may be amended from time to time and as referred to in the EMU legislation. 

“Euro Borrowers” has the meaning specified in the preamble to this Agreement. 

“Euro Term A Advance” means an advance made by any Euro Term A Lender under the Euro Term A Facility.

 “Euro Term A Borrowing” means a borrowing consisting of simultaneous Euro Term A Advances of the
same Type and, in the case of Eurocurrency Rate Advances, having the same Interest Period made by each of the Euro Term A Lenders pursuant to Section 2.01(a)(iv). 

“Euro Term A Commitment” means, as to each Euro Term A Lender, its obligation to make Euro Term A Advances to the Euro
Borrowers pursuant to Section 2.01(a)(iv) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Euro Term A Lender’s name on Schedule I under the heading “Euro Term A
Commitment”. 
 “Euro Term A Facility” means, at any time after the Second Restatement Effective
Date, the aggregate principal amount of the Euro Term A Advances extended by all Euro Term A Lenders pursuant to Section 2.01(a)(iv) outstanding at such time. 

  
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 “Euro Term A Lender” means (a) at any time on or prior to the
Second Restatement Effective Date, any Lender that has a Euro Term A Commitment at such time and (b) at any time after the Second Restatement Effective Date, any Lender that holds Euro Term A Advances at such time. 

“Euro Term A Note” means a promissory note made by the Euro TLA Borrowers in favor of a Euro Term A Lender
evidencing Euro Term A Advances made by such Euro Term A Lender, substantially in the form of Exhibit B-1. 
 “Euro TLA Borrowers” means Sealed Air B.V., and Diversey Europe B.V. 
 “Eurocurrency Lending Office” means, with respect to any Lender, the office or offices of such Lender, any Affiliate of such Lender or any domestic or foreign branch of such Lender or
such Affiliate, specified as its “Eurocurrency Lending Office” opposite its name on Schedule I hereto or as specified in such Lender’s Administrative Questionnaire delivered in conjunction with the Assignment and
Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office or offices as such Lender may from time to time specify to the Company and the Agent. 

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of
the Federal Reserve System, as in effect from time to time. 
 “Eurocurrency Rate” means, for any Interest
Period, (I) for each Eurocurrency Rate Advance comprising part of the same Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a)(i) in the case of any Advance denominated in a LIBOR Quoted Currency, the
rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate which rate is approved by the Agent, as published on the applicable Bloomberg screen page (or such other commercially available
source providing such quotations as may be designated by the Agent from time to time) as the London Interbank Offered Rate, or a comparable or successor rate which is approved by the Agent, for deposits in JPY, Dollars, Sterling or another Committed
Currency, if applicable, at approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period, (ii) in the case of any Advance denominated in AU$, the Australian Bill Rate or (iii) in the case of any Advance denominated in CDN, CDOR, by (b) a percentage equal to 100% minus the
Eurocurrency Rate Reserve Percentage for such Interest Period; or (II) for any rate calculation with respect to a Base Rate Advance on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m. (London, England time), determined two
Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; provided that to the extent a comparable or successor rate or a comparable or successor source is approved by the Agent in connection
with any rate set forth in this definition, 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 Agent, such
approved rate shall be applied in a manner as otherwise reasonably determined by the Agent. 

  
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 “Eurocurrency Rate Advance” means an Advance denominated in Dollars, Euro,
JPY, Sterling or another Committed Currency that bears interest as provided in Section 2.08(a)(ii) in an amount not less than the Eurocurrency Rate Borrowing Minimum or the Eurocurrency Rate Borrowing Multiple in excess thereof.

 “Eurocurrency Rate Borrowing Minimum” means, in respect of Eurocurrency Rate Advances denominated in
Dollars, $1,000,000, and in respect of Eurocurrency Rate Advances denominated in any Foreign Currency, the Equivalent of $1,000,000 in such Foreign Currency. 
 “Eurocurrency Rate Borrowing Multiple” means, in respect of Eurocurrency Rate Advances denominated in Dollars, $500,000, and in respect of Eurocurrency Rate Advances denominated in any
Foreign Currency, the Equivalent of $500,000 in such Foreign Currency. 
 “Eurocurrency Rate Reserve
Percentage” for any Interest Period for all Eurocurrency Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued
from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a
member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to
which the interest rate on Eurocurrency Rate Advances) having a term equal to such Interest Period. 
 “Events of
Default” has the meaning specified in Section 6.01. 
 “Events of Loss” means, with
respect to any property, any of the following: (a) any loss, destruction or damage of such property; (b) any pending institution of any proceedings for the condemnation or seizure of such property or for the exercise of any right of
eminent domain; or (c) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property, or confiscation of such property or the requisition of the use of such property. 

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

“Excess Cash Flow” means, for each Excess Cash Flow Period, the sum (without duplication) of: 

(a) the EBITDA for such Excess Cash Flow Period; 

(b) plus the amount, if any, by which Net Working Capital decreased during such Excess Cash Flow Period;

 (c) plus, to the extent excluded from EBITDA for such Excess Cash Flow Period, tax refunds received in
connection with the Settlement Agreement; 
 (d) minus the amount, if any, by which Net Working Capital
increased during such Excess Cash Flow Period; 

  
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 (e) minus the sum of (i) Capital Expenditures of the Company and
its Subsidiaries in cash during such Excess Cash Flow Period, (ii) the amount of any non-financed Consideration expended in respect of any acquisition or investment permitted under
Section 5.02(d)(v), (xi) or (xii) during such Excess Cash Flow Period; 
 (f)
minus the aggregate amount of all principal payments of Indebtedness of the Loan Parties, except to the extent financed by the issuance or incurrence of Indebtedness by, or the issuance of capital stock by, or the making of capital
contributions to, the Company or any of the Restricted Subsidiaries or using the proceeds of any Disposition outside the ordinary course of business, during such Excess Cash Flow Period; 

(g) minus the amount of Restricted Payments paid by the Company or paid by any of its Restricted Subsidiaries to
any Person other than the Company or any of its Restricted Subsidiaries, in cash, during such Excess Cash Flow Period, except to the extent that such Restricted Payments were financed (i) by the issuance or incurrence of Indebtedness by, or the
issuance of capital stock by, or the making of capital contributions to, the Company or any of its Restricted Subsidiaries or (ii) using the proceeds of any Disposition outside the ordinary course of business; 

(h) minus income and other taxes paid in cash during such Excess Cash Flow Period; and 

(i) minus Consolidated Interest Expense for such Excess Cash Flow Period. 

“Excess Cash Flow Period” means each Fiscal Year commencing with the Fiscal Year ending December 31, 2015.

 “Excluded Foreign Subsidiary” means (i) any Foreign Subsidiary and (ii) any Domestic Subsidiary
that is directly or indirectly owned by one or more Foreign Subsidiaries. 
 “Excluded Swap Obligation” means,
with respect to any Subsidiary Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (a
“Swap”) if, and to the extent that, all or a portion of the Guaranty of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap (or any Guaranty thereof) is or becomes
illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s failure for any reason
not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guaranty of such Subsidiary Guarantor, or the grant of such security interest, becomes effective with respect to such related
Swap. 
 “Excluded Taxes” has the meaning specified in Section 2.15(a). 

“Existing Credit Agreement” has the meaning specified in the Preliminary Statements. 

  
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 “Existing Letters of Credit” means each of the irrevocable, standby letters
of credit listed on Schedule 2.01(e) hereof. 
 “Existing Sealed Air Notes” means, collectively, the
8.125% Senior Notes due 2019, the 8.375% Senior Notes due 2021, the 6.500% Senior Notes due December 2020, the 5.250% Senior Notes due April 2023 and the 6.875% Senior Notes due July 2033, in each case, issued by the
Company. 
 “Facility” means the Term A Facility, the CDN Term A Facility, JPY Term A-1
Facility, the Euro Term A Facility, the Sterling Term A Facility, the Brazilian Term A Facility, the Short Term A Facility, the US Revolving Credit Facility, the Multicurrency Revolving Credit Facility, the Swing Line Facility or
an Incremental Facility, if any, as applicable. 
 “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 or administrative guidance thereof and
any agreements entered into pursuant or relating thereto. 
 “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 arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the
Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to
Bank of America on such day on such transactions as determined by the Agent. 
 “Financial Officer” means the
chief financial officer, the controller or the treasurer of the Company. 
 “First Amendment” means that
certain Amendment No. 1 to Credit Agreement, among the Borrowers, the other Loan Parties, the Agent and certain Lenders. 

“First Amendment Effective Date” means the date on which all of the conditions contained in Section 2 of the First
Amendment have been satisfied or waived by the Agent. 
 “First Restatement Agreement” means that certain
Amendment and Restatement Agreement, dated as of November 15, 2012, among certain of the parties hereto and such other financial institutions and other institutional lenders party thereto. 

“First Restatement Effective Date” means the date on which the conditions precedent set forth in the First Restatement
Agreement were satisfied or waived. 
 “Fiscal Year” means a fiscal year of the Company ending on
December 31. 

  
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 “Foreign Currency” means any Committed Currency, JPY, Sterling and any
other lawful currency (in each case, other than Dollars) that is approved in accordance with Section 1.12. 

“Foreign Subsidiary” means (i) each Subsidiary of the Company not incorporated under the laws of the United States,
any State thereof or the District of Columbia, (ii) each Subsidiary of the Company substantially all of the operations of which remain outside the United States and (iii) each other Subsidiary of the Company that has no material assets
other than capital stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Internal Revenue Code. 
 “Foreign Subsidiary Guaranty” has the meaning specified in Section 3.01(a)(iv). 
 “GAAP” has the meaning specified in Section 1.03. 

“German Collateral Document” means any Collateral Document governed by German law. 

“German Collateral” means any Collateral governed by German law. 

“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). 
 “Group
Members” means the Company and each of its direct and indirect Restricted Subsidiaries. 
 “Guaranteed
Obligations” has the meaning specified in Section 7.01. 
 “Guarantors” means the Company
and the Subsidiary Guarantors. 
 “Guaranty” means the guaranty contained in Article VII hereof,
the Foreign Subsidiary Guaranty, the US Subsidiary Guaranty or any other guaranty agreement entered into by any Guarantor that is an entity organized outside of the United States of America pursuant to the terms of this Agreement. 

“Hazardous Materials” means (a) any petrochemical or petroleum products, radioactive materials, asbestos in any
form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; and (b) any chemicals, materials or substances
defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “restricted hazardous materials,” “extremely hazardous wastes,” “restrictive
hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants” or “pollutants,” or words of similar meaning and regulatory effect under any applicable Environmental Law. 

  
 23 









 “Immaterial Subsidiaries” means, all Subsidiaries identified by the Company
as such, provided that (i) the aggregate value of assets of all such Subsidiaries does not exceed 15.0% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries as of the last day of the Fiscal Year of the
Company most recently ended based on the consolidated balance sheet of the Company and its Restricted Subsidiaries, (ii) the aggregate EBITDA of all such Subsidiaries does not exceed 15.0% of consolidated EBITDA of the Company and its
Restricted Subsidiaries for the Test Period ending on the last day of the Fiscal Year of the Company most recently ended, based on the consolidated financial statements of the Company and its Restricted Subsidiaries, (iii) the aggregate value
of assets of any such Subsidiary does not exceed 5.0% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries as of the last day of the Fiscal Year of the Company most recently ended based on the consolidated balance sheet
of the Company and its Restricted Subsidiaries and (iv) the EBITDA of any such Subsidiary does not exceed 5.0% of consolidated EBITDA of the Company and its Restricted Subsidiaries for the Test Period ending on the last day of the Fiscal Year
of the Company most recently ended, based on the consolidated financial statements of the Company and its Restricted Subsidiaries. 
 “Increased Amount Date” has the meaning specified in Section 2.04(a). 
 “Incremental Amount” means, at any time, an amount equal to the greater of (a) the remaining Incremental Fixed Amount at such time, and (b) an amount such that, at the time of
the incurrence of the applicable Incremental Facility, (i) at all times prior to the Optional Release Date and the satisfaction of the Optional Release Conditions, the Net Total Secured Leverage Ratio determined as of the end of the fiscal
quarter for which the financial statements and Compliance Certificate delivered to the Agent under Section 5.01(a)(i) or (ii), and Section 5.01(a)(iii) hereof, most immediately preceding the date of such increase, on a
Pro Forma Basis, after giving effect to such Incremental Term Advances or Incremental Revolving Credit Commitments, and the application of the proceeds therefrom on such date (and assuming that the entire aggregate principal amount of all
Incremental Revolving Commitments (both previously obtained and then-requested) have been borrowed), shall not be greater than 2.50:1:00 and (ii) at all times after the Optional Release Date and the satisfaction of the Optional Release
Conditions, the Net Total Leverage Ratio determined as of the end of the fiscal quarter for which the financial statements and Compliance Certificate delivered to the Agent under Section 5.01(a)(i) or (ii), and
Section 5.01(a)(iii) hereof, most immediately preceding the date of such increase, on a Pro Forma Basis, after giving effect to such Incremental Term Advances or Incremental Revolving Credit Commitments, and the application of the
proceeds therefrom on such date (and assuming that the entire aggregate principal amount of all Incremental Revolving Commitments (both previously obtained and then-requested) have been borrowed), shall not be greater than 3.00:1:00. 

“Incremental Assumption Agreement” means an Incremental Assumption Agreement in form and substance reasonably
satisfactory to the Agent, among the Borrower requesting such Incremental Term Commitments or Incremental Revolving Credit Commitments, as the case may be, the Agent and one or more Incremental Term Lenders and/or Incremental Revolving
Credit Lenders. 
 “Incremental Advance” means an Incremental Revolving Credit Advance or an Incremental
Term Advance, as applicable. 

  
 24 









 “Incremental Borrowing” means a borrowing consisting of either simultaneous
Incremental Term Advances or Incremental Revolving Credit Advances of the same Type and, in the case of Eurocurrency Rate Advances, having the same Interest Period. 
 “Incremental Facility” means an Incremental Term Facility or an Incremental Revolving Credit Facility, as applicable. 

“Incremental Fixed Amount” means, at any time, the excess, if any, of (a) $1,000,000,000 (or the Equivalent
thereof) minus (b) the aggregate principal amount of all Incremental Term Commitments and Incremental Revolving Credit Commitments established prior to such time pursuant to Section 2.04. 

“Incremental Lender” means an Incremental Term Lender or an Incremental Revolving Credit Lender, as applicable.

 “Incremental Revolving Credit Advances” means Revolving Credit Advances made by one or more Incremental
Revolving Credit Lenders to the Borrowers pursuant to Section 2.01(g). Incremental Revolving Credit Advances may be made in the form of additional Revolving Credit Advances or, to the extent permitted by Section 2.04 and
provided for in the relevant Incremental Assumption Agreement, as Other Revolving Credit Advances. 
 “Incremental
Revolving Credit Commitment” means the commitment of any Incremental Revolving Credit Lender, established pursuant to Section 2.04, to make Incremental Revolving Credit Advances to the Borrowers. 

“Incremental Revolving Credit Facility” means, at any time, the aggregate principal amount of the Incremental
Revolving Credit Advances of all Incremental Revolving Credit Lenders outstanding at such time. 
 “Incremental
Revolving Credit Lender” means any bank, financial institution or other investor with an Incremental Revolving Credit Commitment or an outstanding Incremental Revolving Credit Advance. 

“Incremental Term Advances” means Term Advances made by one or more Incremental Term Lenders to the
Borrowers pursuant to Section 2.01(g). Incremental Term Advances may be made in the form of, to the extent permitted by Section 2.04 and provided for in the relevant Incremental Assumption Agreement, Other
Term Advances. 
 “Incremental Term Borrowing” means a borrowing consisting of Incremental
Term Advances of the same Type and, in the case of Eurocurrency Rate Advances, having the same Interest Period. 

“Incremental Term Commitment” means the commitment of any Incremental Term Lender, established pursuant to
Section 2.04, to make Incremental Term Advances to the Borrowers. 

  
 25 









 “Incremental Term Facility” means, at any time, the aggregate
principal amount of the Incremental Term Advances of all Incremental Term Lenders outstanding at such time. 

“Incremental Term Lender” means any bank, financial institution or other investor with an Incremental
Term Commitment or an outstanding Incremental Term Advance. 
 “Indebtedness” of any Person means, at
any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay
the deferred purchase price of property or services (except (A) trade accounts payable and accrued expenses arising in the ordinary course of business, (B) any earn-out obligation until such obligation shall have become a liability on the
balance sheet of such Person in accordance with GAAP, and (C) obligations of a 60 day or less duration, and which are not overdue, resulting from take-or-pay contracts entered into in the ordinary course of business) to the extent such amounts
would in accordance with GAAP be recorded as debt on a balance sheet of such Person, (iv) all Capital Lease Obligations, (v) all non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid
under a letter of credit (other than letters of credit which secure obligations in respect of trade payables or other letters of credit not securing Indebtedness, unless such reimbursement obligation remains unsatisfied for more than 3 Business
Days), (vi) all Indebtedness secured by a Lien on any asset of such Person, whether or not such Indebtedness is otherwise an obligation of such Person, and (vii) all Contingent Obligations of such Person in respect of Indebtedness of the
types described in the preceding clauses (i) through (vi) minus the portion of such Contingent Obligation which is secured by a letter of credit naming such Person as beneficiary issued by a bank which, at the time of the
issuance (or any renewal or extension) of such letter of credit has a long-term senior unsecured indebtedness rating of at least A by S&P or A2 by Moody’s. 
 “Indemnified Costs” has the meaning specified in Section 8.05(a). 
 “Indemnified Party” has the meaning specified in Section 9.04(b). 
 “Indemnified Taxes” has the meaning specified in Section 2.15(a). 
 “Information” has the meaning specified in Section 9.08. 
 “Initial Issuing Banks” means, collectively, Bank of America, BNP Paribas and Citibank, N.A. 
 “Initial Lenders” has the meaning specified in the preamble to this Agreement. 
 “Insolvent” means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA. 

“Insufficiency” means, with respect to any Plan, the amount, if any, of its unfunded benefit liabilities, as defined in
Section 4001(a)(18) of ERISA. 

  
 26 









 “Insurance and Condemnation Event” means the receipt by the Company or any
of its Restricted Subsidiaries of any cash proceeds payable by reason of condemnation, theft, loss, physical destruction or damage, taking or similar event (or series of related events) with respect to any of their respective property or assets.

 “Intellectual Property Security Agreement” means the Trademark Security Agreements (as defined in the
Security Agreement), the Copyright Security Agreements (as defined in the Security Agreement) and the Patent Security Agreements (as defined in the Security Agreement). 
 “Intercreditor Agreement” means the Intercreditor Agreement, dated as October 3, 2011, made by and among the Agent and the Lenders party thereto and deemed party thereto, as it
may be amended, amended and restated, supplemented or otherwise modified from time to time. 
 “Interest Coverage
Ratio” for any period means the ratio of EBITDA to Consolidated Interest Expense for such period. 

“Interest Period” means, for each Eurocurrency Rate Advance comprising part of the same Borrowing, the period commencing
on the date of such Eurocurrency Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance and ending on the last day of the period selected by the applicable Borrower requesting such Borrowing pursuant
to the provisions below and, thereafter, with respect to Eurocurrency Rate Advances, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by such Borrower
pursuant to the provisions below. The duration of each such Interest Period shall be one week, one, two, three or six months, and subject to clause (c) of this definition, nine or twelve months, as the Borrower requesting the
Borrowing may, upon notice received by the Agent not later than 12:00 P.M. (New York City time) on the fourth Business Day prior to the first day of such Interest Period, select; provided, however, that: 

(a) such Borrower may not select any Interest Period that ends after the date set forth in clause (a)(i),
clause (b), clause (c) or clause (d) of the definition of “Termination Date” that is applicable to such Eurocurrency Rate Advance; 

(b) Interest Periods commencing on the same date for Eurocurrency Rate Advances comprising part of the same Borrowing
shall be of the same duration; 
 (c) in the case of any such Borrowing, such Borrower shall not be entitled to
select an Interest Period having duration of nine or twelve months unless, by 2:00 P.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, each Lender notifies the Agent that such Lender will be
providing funding for such Borrowing with such Interest Period (the failure of any Lender to so respond by such time being deemed for all purposes of this Agreement as an objection by such Lender to the requested duration of such Interest Period);
provided that, if any or all of the Lenders object to the requested duration of such Interest Period, the duration of the Interest Period for such Borrowing shall be one, two, three or six months, as specified by such Borrower requesting
such Borrowing in the applicable Notice of Borrowing as the desired alternative to an Interest Period of nine or twelve months; 

  
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 (d) whenever the last day of any Interest Period would otherwise occur on a
day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in
the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and 
 (e) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar
month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month. 

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated and rulings issued thereunder. Except as otherwise specified, section references to the Internal Revenue Code are to the Internal Revenue Code as in effect at the date of this Agreement. 

“Investment” means, as to any Person, any loan or advance to such Person, any purchase or other acquisition of any
Equity Interest or Indebtedness or the assets comprising a division or business unit or a substantial part of all of the business of such Person, any capital contribution to such Person or any other direct or indirect investment in such Person,
including, without limitation, any acquisition by way of a merger or consolidation (or similar transaction) and any arrangement pursuant to which the investor incurs Indebtedness of the types referred to in clause (vi) or
(vii) of the definition of “Indebtedness” in respect of such Person. 
 “IP Rights” has
the meaning specified in Section 4.01(s). 
 “Issuing Bank” means a US Issuing Bank or a
Multicurrency Issuing Bank, as applicable. 
 “Japanese Loan Parties” means each Loan Parties incorporated in
Japan. 
 “Joint Bookrunners” has the meaning specified in the preamble to this Agreement. 

“Joint Lead Arrangers” has the meaning specified in the preamble to this Agreement. 

“JPY” means the lawful currency of Japan. 
 “JPY Borrower” has the meaning specified in the preamble to this Agreement. 
 “JPY Term A Facility” has the meaning specified in the Existing Credit Agreement. 
 “JPY Term A-1 Advance” means an advance made by any JPY Term A-1 Lender under the JPY Term A-1 Facility. 

  
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 “JPY Term A-1 Borrowing” means a borrowing consisting of simultaneous
JPY Term A-1 Advances of the same Type and, in the case of Eurocurrency Rate Advances, having the same Interest Period made by each of the JPY Term A-1 Lenders pursuant to Section 2.01(a)(iii). 

“JPY Term A-1 Commitment” means, as to each JPY Term A-1 Lender, its obligation to make JPY Term A-1
Advances to the JPY Borrower pursuant to Section 2.01(a)(iii) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such JPY Term A-1 Lender’s name on Schedule I
under the caption “JPY Term A-1 Commitment”. 
 “JPY Term A-1 Facility” means,
at any time, (a) on or prior to the Second Restatement Effective Date, the aggregate amount of the JPY Term A-1 Commitments at such time and (b) thereafter, the aggregate principal amount of the JPY Term A-1 Advances of all JPY
Term A-1 Lenders outstanding at such time. 
 “JPY Term A-1 Lender” means (a) at any time on or
prior to the Second Restatement Effective Date, any Lender that has a JPY Term A-1 Commitment at such time and (b) at any time after the Second Restatement Effective Date, any Lender that holds JPY Term A-1 Advances at such time.

 “JPY Term A-1 Note” means a promissory note made by the JPY Borrower in favor of a JPY Term A-1
Lender evidencing JPY Term A-1 Advances made by such JPY Term A-1 Lender, substantially in the form of Exhibit B-1. 
 “Judgment Currency” has the meaning specified in Section 9.12. 
 “L/C Cash Deposit Account” means an interest bearing cash deposit account to be established and maintained by the Agent, over which the Agent shall have sole dominion and control, upon
terms as may be reasonably satisfactory to the Agent. 
 “L/C Exposure” means, at any time, the sum of
(a) the aggregate Available Amount of all outstanding Letters of Credit at such time (for the avoidance of doubt, less any Unpaid Drawings) plus (b) the aggregate amount of all disbursements under Letters of Credit that have not yet been
reimbursed by or on behalf of the Borrowers at such time (collectively, the “Unpaid Drawings”). The L/C Exposure of any Revolving Credit Lender at any time shall be its Ratable Share of the total L/C Exposure at such time, as may be
adjusted in accordance with Section 2.19. 
 “L/C Related Documents” has the meaning specified in
Section 2.07(g)(i). 
 “Latest Scheduled Termination Date” means, as of any date of determination,
the latest scheduled “Termination Date” that is applicable to (a) any Facility under clauses (a)(i), (b) and (c) of the definition of “Termination Date”, and (b) any Incremental Facility that is outstanding as
of such date of determination, under clause (d) of the definition of “Termination Date”. 

  
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 “Latest Scheduled Term Loan Termination Date” means, as of any date of
determination, the latest scheduled “Termination Date” that is applicable to (a) any Term Facility under clauses (b) and (c) of the definition of “Termination Date”, and (b) any Incremental Term Facility that
is outstanding as of such date of determination, under clause (d) of the definition of “Termination Date”.

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

“Leased Property” has the meaning specified in Section 4.01(c)(ii). 

“Leases” means leases and subleases (excluding Capital Lease Obligations) and licenses to use property. 

“Lenders” means the Initial Lenders, the Revolving Credit Lenders, the Term Lenders, the Issuing Banks, the Swing
Line Bank and each Person that shall become a party hereto pursuant to Section 2.04 or Section 9.07. 

“Lender Insolvency Event” means that (i) a Lender or its Parent Company is insolvent, or is generally unable to pay
its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender or its Parent Company is the subject of a bankruptcy,
insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any
action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in
that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. 

“Letter of Credit” means a US Letter of Credit or a Multicurrency Letter of Credit, as applicable. 

“Letter of Credit Agreement” has the meaning specified in Section 2.03(a). 

“Letter of Credit Commitment” means the US Letter of Credit Commitment or the Multicurrency Letter of Credit Commitment,
as applicable. 
 “LIBOR” has the meaning specified in the definition of “Eurocurrency Rate”.

 “LIBOR Quoted Currency” means each of the following currencies: Dollars, Euro, Sterling and JPY; in each
case as long as there is a published Eurocurrency Rate with respect thereto. 

  
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 “Lien” means any mortgage, pledge, hypothecation, encumbrance, lien
(statutory or other), hypothec or other security interest of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Capital Lease); provided that in no event shall any
operating lease be deemed to be a Lien. 
 “Liquidity Structures” means the Company’s and its
Subsidiaries’ current and future multi-currency notional pool, Euro cash pool and various cash concentration and netting arrangements used to provide working capital intercompany funding; provided that, the sum of (a) the aggregate
outstanding amount of obligations to Domestic Loan Parties from Subsidiaries which are not Domestic Loan Parties under all Liquidity Structures (net of the aggregate outstanding obligations under all Liquidity Structures of Domestic Loan Parties to
Subsidiaries which are not Domestic Loan Parties) and (b) the aggregate amount of other Investments by Domestic Loan Parties to Subsidiaries which are not Domestic Loan Parties (net of the aggregate other Investments to Domestic Loan Parties by
Subsidiaries which are not Domestic Loan Parties), shall not exceed $75,000,000. 
 “Liquidity Test Amount”
means, as of any date of determination, the sum of (i) the aggregate amount of the unrestricted, domestic cash on hand of the Company and the other domestic Loan Parties as of such date, (ii) the amount of commitments available to
be drawn under the US Revolving Credit Facility and the Multicurrency Revolving Credit Facility as of such date, and (iii) the aggregate amount of commitments available to be drawn under each Permitted Receivables Financing. 

“Liquidity Test Compliant” means that, as of any date of determination, the Liquidity Test Amount equals or exceeds $250
million. 
 “Loan Documents” means this Agreement, the Notes, the Collateral Documents, any Letter of Credit,
any Incremental Assumption Agreement, the Acknowledgment Mandate, the Subsidiary Guaranties, the First Restatement Agreement and the Second Restatement Agreement. 
 “Loan Parties” means each Borrower and each Subsidiary Guarantor. 

“Luxembourg” means the Grand Duchy of Luxembourg. 

“Luxembourg Obligor” means any Obligor incorporated in Luxembourg. 

“Lux Revolver Borrower” has the meaning specified in the preamble to this Agreement. 

“Margin Stock” has the meaning provided in Regulation U of the Board of Governors of the Federal Reserve System.

 “Material Acquisition” means any acquisition of property or series of related acquisitions of property that
(a) constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, division, product line or line of business, or (ii) all or substantially all of the common stock
or other Equity Interests of a Person, and (b) involves the payment of consideration (including the aggregate principal amount of any 

  
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Indebtedness that is assumed by the Company or any Subsidiary following such acquisition) by the Company and its Subsidiaries in excess of $750,000,000 (including the value of any Equity
Interests of the Company or any of its Subsidiaries used as consideration in any such transaction). 
 “Material Adverse
Effect” means a material adverse effect on (a) the business, assets or financial condition or results of operations of the Company and its Restricted Subsidiaries taken as a whole, (b) the rights and remedies of the Agent or any
Lender under this Agreement or any other Loan Document or (c) the ability of any Borrower or the Loan Parties, taken as a whole, to perform their obligations under this Agreement or any other Loan Document. 

“Material Owned Real Property” means real property owned, or leased subject to an industrial development
authority arrangement, by any Loan Party having a net book value in excess of $10,000,000. 
 “Material
Subsidiary” means any Subsidiary that is not an Immaterial Subsidiary. 
 “Moody’s” means
Moody’s Investors Service, Inc. 
 “Mortgage” means the deeds of trust, trust deeds, deeds to secure debt,
mortgages, leasehold mortgages and leasehold deeds of trust in substantially the form of Exhibit K (with such changes as may be reasonably satisfactory to the Agent and its counsel to account for local law matters) covering the Mortgaged
Property, in each case as amended, restated, supplemented or otherwise modified from time to time. 
 “Mortgaged
Property” means the properties listed on Schedule 1.01(iii), and any Material Owned Real Property required to be mortgaged pursuant to Section 5.01(h)(E). 
 “Multicurrency Borrower” means any of the Company, Diversey Canada, Inc., Sealed Air Luxembourg S.C.A., Sealed Air B.V., Diversey Europe B.V., Cryovac Australia Pty Limited, Sealed Air
Australia (Holdings) Pty Limited, Sealed Air Limited, Sealed Air Corporation (US) and Cryovac, Inc., as the context may require. 
 “Multicurrency Issuing Bank” means an Initial Issuing Bank or any Eligible Assignee to which a portion of the Multicurrency Letter of Credit Commitment hereunder has been assigned
pursuant to Section 9.07 so long as such Eligible Assignee expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as an Issuing Bank and
notifies the Agent of its Applicable Lending Office (which information shall be recorded by the Agent in the Register), for so long as the Initial Issuing Bank or Eligible Assignee, as the case may be, shall have a Multicurrency Letter of Credit
Commitment. 
 “Multicurrency Letter of Credit” has the meaning specified in Section 2.01(f).

 “Multicurrency Letter of Credit Commitment” means, with respect to each Multicurrency Issuing Bank, the
obligation of such Multicurrency Issuing Bank to issue Letters of Credit for the account of any Multicurrency Borrower that is a Foreign Subsidiary in (a) the amount set forth opposite such Multicurrency Issuing Bank’s name on
Schedule I hereto under 

  
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the caption “Multicurrency Letter of Credit Commitment”, or (b) if such Multicurrency Issuing Bank has entered into one or more Assignment and Acceptances, the amount set forth for
such Multicurrency Issuing Bank in the Register maintained by the Agent pursuant to Section 9.07(d) as such Multicurrency Issuing Bank’s “Multicurrency Letter of Credit Commitment”, in each case as such amount
may be reduced prior to such time pursuant to Section 2.06. 
 “Multicurrency Letter of Credit
Sublimit” means, at any time, an amount equal to $50,000,000, as such amount may be reduced at or prior to such time pursuant Section 2.06. The Multicurrency Letter of Credit Sublimit is part of, and not in addition to, the
Multicurrency Revolving Credit Facility. 
 “Multicurrency Revolving Credit Advance” means an Advance by a
Multicurrency Revolving Lender to any Multicurrency Borrower as part of a Multicurrency Revolving Credit Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate Advance. 

“Multicurrency Revolving Credit Borrowing” means a borrowing consisting of simultaneous Multicurrency Revolving Credit
Advances of the same Type made by each of the Multicurrency Revolving Lenders pursuant to Section 2.01(c)(ii). 

“Multicurrency Revolving Credit Commitment” means as to any Multicurrency Revolving Lender, the commitment of such
Multicurrency Revolving Lender to make Multicurrency Revolving Credit Advances and/or to acquire participations in Letters of Credit hereunder, denominated in a Committed Currency, as such commitment may be (a) reduced from time to time in
accordance with the terms of this Agreement and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to any Assignment and Acceptance. The initial amount of the Multicurrency Revolving Credit
Commitment of each Multicurrency Revolving Lender party hereto on the date of this Agreement is set forth on Schedule I, and the initial amount of the Multicurrency Revolving Credit Commitment of each Multicurrency Revolving Lender becoming
party hereto after the date of this Agreement shall be as set forth in the Assignment and Acceptance pursuant to which such Lender becomes party hereto. 
 “Multicurrency Revolving Credit Facility” means, at any time, the aggregate amount of the Multicurrency Revolving Lenders’ Multicurrency Revolving Credit Commitments at such time.

 “Multicurrency Revolving Exposure” means, with respect to any Multicurrency Revolving Lender at any time,
the sum of the aggregate outstanding principal amount of such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Advances and its L/C Exposure under the Multicurrency Revolving Credit Facility at such time; provided that for
such purpose, the outstanding principal amount of any Multicurrency Revolving Credit Advance shall be deemed to be equal to the Equivalent in Dollars of such Multicurrency Revolving Credit Advance as at such time. 

“Multicurrency Revolving Lender” means a Revolving Credit Lender with a Multicurrency Revolving Credit Commitment or a Multicurrency
Revolving Exposure. 

  
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 “Multiemployer Plan” means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

 “Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that
(a) is maintained for employees of any Borrower or any ERISA Affiliate and at least one Person other than the Borrowers and the ERISA Affiliates or (b) was so maintained and in respect of which any Borrower or any ERISA Affiliate could
have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated. 
 “Net Cash
Proceeds” means, as applicable: 
 (a) with respect to any Asset Disposition, or any Insurance and
Condemnation Event, the gross cash proceeds received by the Company or any of its Restricted Subsidiaries therefrom less the sum of the following, without duplication: (i) selling expenses incurred in connection with such Asset
Disposition (including reasonable brokers’ fees and commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes and the Company’s reasonable good faith estimate of income taxes paid or payable
in connection with such sale), (ii) the principal amount, premium or penalty, if any, interest and other amounts on any debt secured by a Lien having priority to the Lien of the Agent on the assets (or a portion thereof) sold in such Asset
Disposition, or subject to such Insurance and Condemnation Event, which debt is repaid with such proceeds, (iii) reasonable reserves with respect to post-closing adjustments, indemnities and other
contingent liabilities established in connection with such Asset Disposition (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (iv) the
Company’s reasonable good faith estimate of cash payments required to be made within 180 days of such Asset Disposition or Insurance and Condemnation Event, as applicable, with respect to retained liabilities directly related to the assets
(or a portion thereof) sold or lost in such Asset Disposition or Insurance and Condemnation Event (provided that, to the extent that cash proceeds are not used to make payments in respect of such retained liabilities within 180 days of
such Asset Disposition, such cash proceeds shall constitute Net Cash Proceeds), and (v) the pro rata portion of the gross proceeds attributable to minority interests and not available for distribution to or for the account of the Company or a
Wholly-Owned Restricted Subsidiary as a result thereof; and 
 (b) with respect to any issuance of debt for
borrowed money, the gross cash proceeds received by the Company or any of its Subsidiaries therefrom less all legal, underwriting, selling, issuance and other fees and expenses incurred in connection therewith. 

“Net Total Leverage Ratio” means, as of any date of determination, the ratio of Consolidated Net Debt as of such date to
Consolidated EBITDA for the Test Period most recently ended. 

  
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 “Net Total Secured Leverage Ratio” means, as of any date of determination,
the ratio of Consolidated Total Secured Indebtedness as of such date to Consolidated EBITDA for the Test Period most recently ended. 
 “Net Working Capital” means, at any date, (a) the consolidated current assets of the Company as of such date determined, on a consolidated basis, in accordance with GAAP (excluding
cash and Permitted Investments and non-cash charges relating to deferred tax assets) minus (b) the consolidated current liabilities of the Loan Parties as of such date determined, on a consolidated basis, in accordance with GAAP.

 “New Zealand PPSA” means the Personal Property Securities Act 1999 (New Zealand). 

“Non-Consenting Lender” has the meaning specified in
Section 2.20(c). 
 “Non-Defaulting Lender” means, at any
time, a Lender that is not a Defaulting Lender. 
 “Non-US Lender” has
the meaning specified in Section 2.15(e)(i). 
 “Note” means a Term A Note, a CDN Term A
Note, a JPY Term A-1 Note, a Euro Term A Note, a Sterling Term A Note, a Brazilian Term Loan Note, a Short Term A Note, a Revolving Credit Note or any promissory note made in favor of an Incremental Lender evidencing
Incremental Term Advances or the aggregate indebtedness resulting from the Incremental Revolving Credit Advances made by such Incremental Lender, as applicable. 
 “Notice” has the meaning specified in Section 9.02(c). 
 “Notice of Borrowing” has the meaning specified in Section 2.02(a). 
 “Notice of Issuance” has the meaning specified in Section 2.03(a). 
 “Notice of Swing Line Borrowing” has the meaning specified in Section 2.02(b). 
 “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Advance
or Letter of Credit, 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 any Loan Party 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; provided that, as
to any Subsidiary Guarantor, the “Obligations” thereof shall exclude any Excluded Swap Obligations. 

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

  
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 “Offshore Associate” means an Associate which (a) is a non-resident of
Australia and does not become a Lender or receive a payment in carrying on a business in Australia at or through a permanent establishment of the Associate in Australia or (b) which is a resident of Australia and which becomes a Lender or
receives a payment in carrying on a business in a country outside Australia at or through a permanent establishment of the Associate in that country, which in either case does not become a Lender and receive payment in the capacity of a clearing
house, custodian, funds manager or responsible entity of a registered scheme. 
 “OID” has the meaning
specified in Section 2.04(b). 
 “Optional Release Conditions” has the meaning specified in
Section 9.17(a). 
 “Optional Release Date” has the meaning specified in
Section 9.17(a). 
 “Original JPY Borrower” has the meaning specified in the Preliminary
Statements. 
 “Other Revolving Credit Advances” has the meaning specified in Section 2.04(a).

 “Other Taxes” has the meaning specified in Section 2.15(b). 

“Other Tax Returns” has the meaning specified in Section 4.01(h)(i). 

“Other Term Advances” has the meaning specified in Section 2.04(a). 

“Owned Property” has the meaning specified in Section 4.01(c)(i). 

“Parallel Debt” has the meaning specified in Section 9.19. 

“Parent Company” means, with respect to a Lender, (i) the bank holding company (as defined in Federal Reserve Board
Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender or (ii) any other Person controlling such Lender. 

“Participant” has the meaning specified in Section 9.07(j). 

“Participant Register” has the meaning specified in Section 9.07(j)(vi). 

“Patriot Act” means the USA Patriot Act (Title III of Pub.L. 107-56 (signed
into law October 26, 2001)). 
 “Payment Office” means, with respect to any currency, the
Agent’s address or such other address or account with respect to such currency as the Agent may from time to time notify to the Company and the Lenders. 
 “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA or any successor thereto. 

  
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 “Permitted Acquisition” means any acquisition by the Company or any of its
Restricted Subsidiaries, whether by purchase, merger or otherwise, of assets of, or the Equity Interests of, or a business line or unit or a division of, any Person; provided, 

(i) immediately prior to, and after giving effect thereto, no Event of Default shall have occurred and be continuing
or would result therefrom; 
 (ii) the Company shall be in compliance with the financial covenant set forth in
Section 5.03 on a Pro Forma Basis after giving effect to such acquisition (such Pro Forma Basis to include, in the Company’s discretion, a reasonable estimate of savings resulting from any such acquisition (i) that have been
realized, (ii) for which the steps necessary for realization have been taken; or (iii) for which the steps necessary for realization are reasonably expected to be taken with 12 months of the date of such acquisition, in each case,
certified by the Company); and 
 (iii) the Company, the applicable Loan Parties and each newly-acquired Subsidiary (other than any newly-acquired Subsidiary designated as an Unrestricted Subsidiary) shall comply with the collateral and guaranty requirements of
Section 5.01(h). 
 “Permitted Investments” means Investments permitted pursuant to
Section 5.02(d). 
 “Permitted Liens” means, with respect to any Person: 

(a)(i) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or other
social security legislation, and deposits securing liability to insurance carriers under related insurance or self-insurance arrangements, (ii) Liens incurred in the ordinary course of business securing
insurance premiums or reimbursement obligations under insurance policies related to the items specified in the foregoing clause (i), or (iii) obligations in respect of letters of credit or bank guarantees that have been posted by such
Person to support the payment of the items set forth in clauses (i) and (ii) of this clause (a); 
 (b)(i) deposits to secure the performance of bids, tenders, contracts (other than for borrowed money) or Leases to which such Person is a party, (ii) deposits to secure public or statutory
obligations of such Person, surety and appeal bonds, performance bonds and other obligations of a like nature, (iii) deposits as security for contested taxes or import duties or for the payment of rent, and (iv) obligations in respect of
letters of credit or bank guarantees that have been posted by such Person to support the payment of items set forth in clauses (i) and (ii) of this clause (b); 

(c) Liens consisting of pledges or deposits of cash or securities made by such Person as a condition to obtaining or
maintaining any licenses issued to it by, or to satisfy other similar requirements of, any applicable Governmental Authority, or to secure the performance of obligations of any Loan Party pursuant to the requirements of Environmental Laws to which
any assets of such Loan Party are subject; 

  
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 (d) Liens imposed by law, such as (i) carriers’,
warehousemen’s and mechanics’ materialmen’s, landlords’, or repairmen’s Liens, or (ii) other like Liens arising in the ordinary course of business securing obligations which are not overdue by more than 60 days or
which if more than 60 days overdue, the period of grace, if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings; provided that a reserve or other appropriate provision shall have
been made therefor as appropriate in accordance with GAAP. 
 (e) Liens arising out of judgments or awards not
constituting an Event of Default; 
 (f) Liens for property taxes not yet due and payable or which are being
contested in good faith and by appropriate proceedings (and as to which all foreclosures and other enforcement proceedings shall have been fully bonded or otherwise effectively stayed); 

(g) survey exceptions, encumbrances, easements or reservations of, or rights of others for rights of way, sewers, electric
lines, telegraph and telephone lines and other similar purposes, or other restrictions or encumbrances as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which
were not incurred in connection with and do not secure Indebtedness and do not in the aggregate materially impair the use of such real property for the purpose for which it is held or materially interfere with the ordinary operation of the business
of such Person; 
 (h) any zoning, building or similar laws, ordinances or rights reserved to or vested in any
Governmental Authority, which are not violated in any material respect by existing improvements or the present use of real property; 
 (i) Liens granted by any Loan Party to a landlord to secure the payment of arrears of rent in respect of leased properties in the Province of Québec leased from such landlord, provided that such
Lien is limited to the assets located at or about such leased properties; 
 (j) Liens for taxes, assessments,
charges or other governmental levies not overdue by more than 60 days or which if more than 60 days overdue, the period of grace, if any, related thereto has not expired or which are being contested in good faith by appropriate
proceedings; provided that a reserve or other appropriate provision shall have been made therefor as appropriate in accordance with GAAP; 
 (k) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set off or similar rights and remedies
covering deposit or securities accounts (such covered accounts to include, for the avoidance of doubt, Liquidity Structures, related zero balance accounts and other pooling and netting arrangements), the funds or other assets credited to such
accounts or other funds maintained with a depository institution or securities intermediary; 

  
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 (l) restrictions on transfers of securities imposed by applicable securities
laws; 
 (m)(i) any interest or title of a lessor, licensor or sublessor under any Lease, license or
sublease entered into by such Person in the ordinary course of its business and covering only the assets so leased, licensed or subleased that do not materially detract from the value of such assets or interfere with the ordinary conduct of the
business conducted and proposed to be conducted regarding such asset and (ii) the rights reserved or vested in any other Person by the terms of any Lease, license, franchise, grant or permit held by such Person or by a statutory provision to
terminate any such Lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof; 
 (n) assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any Lease and Liens or rights reserved in any Lease for rent or for compliance
with the terms of such Lease; 
 (o) Liens arising from precautionary UCC financing statement filings (or similar
filings under applicable law) regarding Leases entered into by such Person in the ordinary course of business; 

(p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered
into by such Person in the ordinary course of business not prohibited by this Agreement; 
 (q) Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; 

(r) ground leases or subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by
the Company or any of its Restricted Subsidiaries are located; 
 (s) any interest or title of a lessor,
sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under any lease, sublease, license or sublicense permitted by this Agreement; 

(t) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of
credit or bankers’ acceptance issued or created for the account of the Company or any of its Restricted Subsidiaries; 
 (u) [Reserved]; 
 (v) any security that is created or provided
by (i) a PPS lease (as defined in the Australian PPSA, or a lease for a term of more than one year (as defined in the New Zealand PPSA) in respect of which the relevant Group Member is the lessee or bailee; (ii) a commercial consignment
(as defined in the Australian PPSA or the New Zealand PPSA) in respect of which the relevant Group Member is consignee or (iii) a transfer or 

  
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purchase of an account or chattel paper (in each case as defined in the Australian PPSA or account receivable or chattel paper (in each case as defined in the New Zealand PPSA) in respect of
which the relevant Group Member is transferor or vendor, provided that, in each case, such security does not secure payment or performance of an obligation and such lease, commercial consignment, transfer or purchase is otherwise permitted
under the terms of the Loan Documents; 
 (w) any Lien arising under the general terms and conditions of banks or
Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom any Group Member maintains a banking relationship in the ordinary course of business, and any Lien arising under customary extended retention of title
arrangements (verlängerter Eigentumsvorbehalt) in the ordinary course of business and trading; 
 (x) any
Lien given in order to comply with the requirements of Section 8a of the German Altersteilzeitgesetz (Act on Partial Retirement) and of Section 7e of the German Sozialgesetzbuch IV (Social Security Code); 

(y) the rights reserved to or vested in Canadian Governmental Authorities by statutory provisions or by the terms of
leases, licenses, franchises, grants or permits, which affect any land, to terminate the leases, licenses, franchises, grants or permits or to require annual or other periodic payments as a condition of the continuance thereof; and 

(z) Liens or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or
covenants affecting the use to which lands may be put; provided that such Liens or covenants do not materially and adversely affect the use of the lands by any Loan Party. 
 “Permitted Receivables Financing” means any customary non-recourse accounts receivable financing facility (including customary back-to-back intercompany arrangements in respect thereof),
to the extent that there is no recourse by any Person that is not a Loan Party to any Loan Party (except with respect to customary indemnification obligations under such financings). 

“Permitted Refinancing Indebtedness” means any Indebtedness issued in exchange for, or the net proceeds of which are
used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided, that
(a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus (i) unpaid accrued
interest and premium thereon, (ii) underwriting discounts, fees, commissions and expenses and (iii) an amount equal to any existing unutilized commitments or undrawn letters of credit); (b) except with respect to Capital Lease
Obligations, the weighted average life to maturity of such Permitted Refinancing Indebtedness is greater than or equal to the weighted average life to maturity of the Indebtedness being Refinanced; (c) the final maturity of such Permitted
Refinancing Indebtedness shall be later than the final maturity of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (d) if the Indebtedness being Refinanced is subordinated in right of payment to the
Obligations under this 

  
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Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on terms at least as favorable to the Lenders as those contained in the
documentation governing the Indebtedness being Refinanced; (e) no Permitted Refinancing Indebtedness of the Indebtedness of a Foreign Subsidiary shall have any obligors who are Domestic Subsidiaries; and (f) if the Indebtedness being
Refinanced is secured by any collateral (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be secured by such collateral on terms no less favorable to the Secured Parties
than those contained in the documentation governing the Indebtedness being Refinanced. 
 “Person” means an
individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated organization, association, employee organization (as defined in Section 3(4) of ERISA), joint venture, limited liability company
or other entity, or a government or any political subdivision or agency thereof. 
 “Personal Property Security
Act” or “PPSA” means the Personal Property Security Act (Ontario) and the regulations thereunder, as from time to time in effect, provided, however, if attachment, perfection or priority of Agent’s security interests
in any Collateral are governed by the personal property security laws of any jurisdiction other than Ontario, PPSA shall mean those personal property security laws in such other jurisdiction for the purposes of the provisions hereof relating to such
attachment, perfection or priority and for the definitions related to such provisions. 
 “Plan” means any
Single Employer Plan or Multiple Employer Plan. 
 “Platform” has the meaning specified in
Section 9.02(b). 
 “Pledge” has the meaning specified in Section 8.10. 

“Pledged Debt” has the meaning given to such term in the Security Agreement. 

“Post-Petition Interest” has the meaning specified in
Section 7.06(b). 
 “Pro Forma Basis” means, with respect to compliance with any test or covenant
hereunder, that all Specified Transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant 

“Pro Forma Compliance” means, at any date of determination, that the Company shall be in pro forma compliance with the
covenant set forth in Section 5.03 as of the date of such determination (and giving pro forma effect to the event or events giving rise to such determination). 
 “Prohibition” has the meaning specified in Section 2.22. 
 “Protesting Lender” has the meaning specified in Section 9.09(a). 

  
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 “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each
Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract
participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Qualified Equity Interests” means all Equity
Interests of a Person other than Disqualified Equity Interests. 
 “Qualified Preferred Equity” means any
preferred Equity Interest of the Company, so long as the terms of any such Equity Interest (a) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provisions which may occur prior to the date occurring
91 days after the Latest Scheduled Termination Date (determined as of the date of issuance of such Equity Interests) (other than customary provisions in respect of change of control, requiring payment solely in the form of common equity or
Qualified Preferred Equity and, with respect to Qualified Preferred Equity issued to employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations), (b) do not require the cash payment
of dividends or distributions prior to the date occurring 91 days after the Latest Scheduled Termination Date (determined as of the date of issuance of such Equity Interests), and (c) do not contain any financial performance covenants.

 “Ratable Share” of any amount means, with respect to any Lender under a Facility at any time, the product of
(a) a fraction, the numerator of which is the amount of such Lender’s Commitment and, if applicable and without duplication, such Lender’s Loans, in respect of the applicable Facility at such time, and the denominator of which is the
aggregate Commitments of all the Lenders under such Facility at such time, and, if applicable and without duplication, Loans under the applicable Facility at such time, and (b) such aforementioned amount. 

“Rate Determination Date” means two (2) Business Days prior to the commencement of such Interest Period (or such
other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Agent; provided that to the extent such market practice is not administratively feasible for the Agent, such other day as
otherwise reasonably determined by the Agent). 
 “Register” has the meaning specified in
Section 9.07(d). 
 “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. 

“Replaced Term Loans” has the meaning specified in Section 9.01. 

“Replacement Term Loans” has the meaning specified in Section 9.01. 

“Reorganization” means, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within
the meaning of Section 4241 of ERISA. 

  
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 “Reportable Event” means (a)(i) the occurrence of a reportable event,
within the meaning of Section 4043 of ERISA, with respect to any Plan; or (ii) the requirements of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan,
and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan
of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a
facility of any Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by any Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; (g) a determination that any Plan is in
“at risk” status (within the meaning of Section 303 of ERISA); or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in
Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such Plan. 
 “Required Lenders” means, at any time, (a) Lenders having at least a majority (based on the Equivalent in Dollars at such time) in interest of the sum of (i) the Revolving
Credit Commitments at such date, (ii) the Term Commitments at such date and (iii) the outstanding principal amount of the Term Advances at such date or (b) if the Revolving Credit Commitment and the Term Commitment have
been terminated or for the purposes of acceleration pursuant to Section 6, Lenders having or holding a majority of the outstanding principal amount of the Advances and L/C Exposure in the aggregate at such date; provided that the
portion of any Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. 
 “Responsible Officer” means the chief executive officer, president, chief financial officer, chief operating officer, executive vice president, controller, treasurer, assistant treasurer,
managing member, managing partner or general partner of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 
 “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property), direct or indirect, with respect to any Equity Interests of the Company or
any Restricted Subsidiary, 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 Equity
Interest, or on account of any return of capital to the Company’s stockholders, partners or members (or the equivalent Person thereof), but not on account of Subordinated Indebtedness; provided that no such dividend or distribution shall
be considered a Restricted Payment if such dividend or distribution is made to a Loan Party. 

  
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 “Restricted Junior Payment” means any payment (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of any Subordinated Indebtedness. 

“Restricted Subsidiary” means a Subsidiary of the Company that is not an Unrestricted Subsidiary. 

“Revaluation Date” means (a) with respect to any Advance, each of the following: (i) each date of a Borrowing
of a Eurocurrency Rate Advance denominated in a Committed Currency and (ii) each date of a continuation of a Eurocurrency Rate Advance denominated in Committed Currency pursuant to Section 2.09 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 a Committed Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof
(solely with respect to the increased amount), (iii) each date of any payment by the Issuing Bank under any Letter of Credit denominated in a Committed Currency, and (iv) such additional dates as the Agent shall determine or the applicable
Issuing Bank shall require. 
 “Reversion Date” has the meaning specified in the last paragraph of
Section 5.02. 
 “Revolving Credit Advance” means a US Revolving Credit Advance, a Multicurrency
Revolving Credit Advance or an Other Revolving Credit Advance, as applicable. 
 “Revolving Credit Borrowing”
means a US Revolving Credit Borrowing or a Multicurrency Revolving Credit Borrowing, as applicable. 
 “Revolving Credit
Borrowing Minimum” means, in respect of Revolving Credit Advances denominated in Dollars, $5,000,000, and in respect of Revolving Credit Advances denominated in any Foreign Currency, the Equivalent of $5,000,000 in such Foreign Currency.

 “Revolving Credit Borrowing Multiple” means, in respect of Revolving Credit Advances denominated in Dollars,
$1,000,000, and in respect of Revolving Credit Advances denominated in any Foreign Currency, the Equivalent of $1,000,000 in such Foreign Currency. 
 “Revolving Credit Commitment” means, (a) with respect to each US Revolving Lender, the US Revolving Credit Commitment of such Lender, (b) with respect to each Multicurrency
Revolving Lender, the Multicurrency Revolving Credit Commitment of such Lender and (c) with respect to each Incremental Revolving Credit Lender, the Incremental Revolving Credit Commitment of such Lender. 

“Revolving Credit Facility” means the US Revolving Credit Facility or the Multicurrency Revolving Credit Facility, as
applicable. 
 “Revolving Credit Lender” means a US Revolving Lender or a Multicurrency Revolving Lender, as
applicable. 

  
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 “Revolving Credit Note” means a promissory note of any Borrower payable to
the order of any Revolving Credit Lender, delivered pursuant to a request made under Section 2.17 in substantially the form of Exhibit A hereto, evidencing the aggregate Indebtedness of such Borrower to such Revolving Credit Lender
resulting from the Revolving Credit Advances made by such Revolving Credit Lender to such Borrower. 

“ROF” means the Declaratory Registry of Financial Operations (Registro Declaratório de
Operações Financeiras) on the Information System of the Central Bank of Brazil, applicable to the Brazilian Term A Borrowing or any advance made to the Brazilian Term Borrower. 

“S&P” means Standard & Poor’s Financial Services LLC, a
Wholly-Owned Subsidiary of The McGraw-Hill Companies, Inc. 
 “Sanction(s)” means any economic or financial sanction or trade embargo administered or enforced by the United States Government (including without limitation, OFAC), the United Nations
Security Council, the European Union or any member state thereof, Her Majesty’s Treasury or other relevant sanctions authority. 
 “Sealed Air (Luxembourg)” means Sealed Air Luxembourg S.C.A. or another Subsidiary of the Company that is incorporated or organized in Luxembourg. 

“Second Restatement Agreement” means that certain Amendment and Restatement Agreement, dated as of
July 25, 2014, among the parties thereto and such other financial institutions and other institutional lenders party thereto. 
 “Second Restatement Effective Date” means the date on which the conditions precedent set forth in the Second Restatement Agreement shall be satisfied or waived. 

“Secured Obligations” means: (a) in the case of any Borrower, the Obligations of such Borrower, (b) in the
case of each other Loan Party, the Obligations of such Loan Party under each Guaranty and the other Loan Documents to which it is a party (excluding, as to such Loan Party, any Excluded Swap Obligations), (c) the obligations of the Company
or of any Subsidiary thereof under any Swap Obligations, and (d) any Cash Management Obligations of the Company or any Subsidiary thereof. 
 “Secured Parties” means the Lenders, the Swing Line Bank, the Issuing Banks, the Agent, the Additional Collateral Agent (subject to Section 8.09 of this Agreement) and any
other holder of any Secured Obligation, each of which are beneficiaries of and subject to the distribution of proceeds provisions provided in the Intercreditor Agreement. 
 “Security Agreement” means that certain Pledge and Security agreement, dated as of October 3, 2011, by and among the Agent and each of the Grantors (as defined therein) party
thereto, together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 5.01(h), in each case as amended, restated, supplemented or otherwise modified from time to time.

 “Senior Financial Officer” means the President, the Chief Executive Officer, the Chief Operating Officer,
the Chief Financial Officer and the Treasurer of the Company. 

  
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 “Settlement Agreement” means that certain Settlement Agreement and Release,
dated November 10, 2003, by and among the Company, Cryovac, and the official committees appointed to represent asbestos personal injury claimants and asbestos property damage claimants in the jointly administered Chapter 11 cases of W.R.
Grace & Co. and its affiliated debtors, Case No. 01-01139 (JKF) (Bankr. D. Del.). 
 “Short Term A
Advance” means an Advance made by any Short Term A Lender under the Short Term A Facility. 
 “Short
Term A Borrower” has the meaning specified in the preamble to this Agreement. 
 “Short Term A
Borrowing” means a borrowing consisting of simultaneous Short Term A Advances of the same Type and, in the case of Eurocurrency Rate Advances, having the same Interest Period made by each of the Short Term A Lenders pursuant to
Section 2.01(a)(vii). 
 “Short Term A Commitment” means, as to each Short Term A Lender, its
obligation to make Short Term A Advances to the Short Term A Borrower pursuant to Section 2.01(a)(vii) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Short Term A
Lender’s name on Schedule I under the heading “Short Term A Commitment”. 
 “Short Term A
Facility” means, at any time after the Second Restatement Effective Date, the aggregate principal amount of the Short Term A Advances extended by all Short Term A Lenders pursuant to Section 2.01(a)(vii) outstanding at
such time. 
 “Short Term A Lender” means (a) at any time on or prior to the Second Restatement
Effective Date, any Lender that has a Short Term A Commitment at such time and (b) at any time after the Second Restatement Effective Date, any Lender that holds Short Term A Advances at such time. 

“Short Term A Note” means a promissory note made by the Short Term A Borrower in favor of a Short Term A
Lender evidencing Short Term A Advances made by such Short Term A Lender, substantially in the form of Exhibit B-1. 
 “Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Borrower or any ERISA Affiliate and
no Person other than the Borrowers and the ERISA Affiliates or (b) was so maintained and in respect of which any Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be
terminated. 
 “Solvency Certificate” has the meaning given to such term in Section 3.01(h).

 “Solvent” has the meaning given to such term in the Solvency Certificate. 

“Specified Transaction” means, with respect to any period, any Investment, sale, transfer or other Disposition of assets
or property, incurrence or repayment of Indebtedness, Restricted Payment, acquisition, Subsidiary designation, Incremental Borrowing or other event that by the terms of the Loan Documents requires “Pro Forma Compliance” with a test or
covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”. 

  
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 “Spot Rate” for a currency means the rate determined by the Agent,
or the applicable Issuing Bank of any Letters of Credit, as applicable, to be the rate quoted by the person acting in such capacity as the spot rate for the purchase by such person of such currency with another currency through its principal foreign
exchange trading office at approximately 11:00 A.M. (New York City time) on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Agent or the Issuing Banks may obtain such
spot rate from another financial institution designated by the Agent or the Issuing Banks 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 Issuing Banks 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 determined in a Foreign Currency. 

“Sterling” and “£” mean the lawful currency of the United Kingdom. 

“Sterling Borrower” has the meaning specified in the preamble to this Agreement. 

“Sterling Term A Advance” means an Advance made by any Sterling Term A Lender under the Sterling Term A
Facility. 
 “Sterling Term A Borrowing” means a borrowing consisting of simultaneous Sterling Term A
Advances of the same Type and, in the case of Eurocurrency Rate Advances, having the same Interest Period made by each of the Sterling Term A Lenders pursuant to Section 2.01(a)(v). 

“Sterling Term A Commitment” means, as to each Sterling Term A Lender, its obligation to make Sterling Term A Advances
to the Sterling Borrower pursuant to Section 2.01(a)(v) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Sterling Term A Lender’s name on Schedule I under the
heading “Sterling Term A Commitment”. 
 “Sterling Term A Facility” means, at any time after the
Second Restatement Effective Date, the aggregate principal amount of the Sterling Term A Advances extended by all Sterling Term A Lenders pursuant to Section 2.01(a)(v) outstanding at such time. 

“Sterling Term A Lender” means (a) at any time on or prior to the Second Restatement Effective Date, any
Lender that has a Sterling Term A Commitment at such time and (b) at any time after the Second Restatement Effective Date, any Lender that holds Sterling Term A Advances at such time. 

“Sterling Term A Note” means a promissory note made by the Sterling Borrower in favor of a Sterling Term A
Lender evidencing Sterling Term A Advances made by such Sterling Term A Lender, substantially in the form of Exhibit B-1. 

“Subordinated Indebtedness” means unsecured Indebtedness for borrowed money of the Company, which Indebtedness shall
rank in payment and upon liquidation junior to the Obligations under the Loan Documents on terms reasonably satisfactory to the Agent. 

  
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 “Subordinated Obligations” has the meaning specified in
Section 7.06. 
 “Subsidiary” of any Person means any corporation, partnership, joint
venture, limited liability company, joint stock company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power and/or the power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or
profits of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other
Subsidiaries or by one or more of such Person’s other Subsidiaries, and in relation to any Person incorporated in The Netherlands a subsidiary (dochtermaatschappij) within the meaning of Section 24a of Book 2 of the Dutch Civil
Code.  
 “Subsidiary Guaranties” means, collectively, the Foreign Subsidiary Guaranties and the US
Subsidiary Guaranties. 
 “Subsidiary Guarantors” means, collectively, the Wholly-Owned Subsidiaries of the
Company listed on Schedule 1.01(ii), each other Subsidiary Guarantor of the Company that guarantees Obligations pursuant to Section 5.01(h). In addition, the Company may cause any Restricted Subsidiary that is not a Guarantor
to guarantee the Obligations by causing such Restricted Subsidiary to execute a joinder or supplement to the applicable Guaranty in form and substance reasonably satisfactory to the Agent, and any such Restricted Subsidiary shall be a Subsidiary
Guarantor hereunder for all purposes. 
 “Successor Borrower” has the meaning specified in
Section 5.02(f)(i). 
 “Suspension Covenants” has the meaning specified in the last
paragraph of Section 5.02. 
 “Suspension Debt Covenants” has the meaning specified in the
last paragraph of Section 5.02. 
 “Suspension Period” means the period of time between the
date of a Covenant Suspension Event and the Reversion Date. 
 “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


  
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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. 

“Swap Obligations” means, as applied to the Company or any Subsidiary thereof, any direct or indirect liability,
contingent or otherwise, of such Person in respect of Swap Contracts provided by the Agent, any Lender or any Affiliate thereof at the time such Swap Obligations are entered into, including obligations for the payment of fees, interest, charges,
expenses, attorneys’ fees and disbursements in connection therewith to the extent provided for in the documents evidencing such Swap Contract; provided that, as to any Subsidiary Guarantor, the Swap Obligations shall exclude any Excluded
Swap Obligations. 
 “Swing Line Advance” means a revolving credit advance made by the Swing Line Bank pursuant
to Section 2.01(d) or any other Lender by purchase from the Swing Line Bank pursuant to Section 2.02(b). 
 “Swing Line Advance Maturity Date” has the meaning specified in Section 2.02(b). 
 “Swing Line Bank” means Bank of America. 
 “Swing Line
Borrowing” means a Borrowing consisting of a Swing Line Advance made by the Swing Line Bank. 
 “Swing Line
Exposure” means, at any time, the aggregate outstanding principal amount of the Swing Line Advances at such time. The Swing Line Exposure of any US Revolving Lender at any time will be its Ratable Share of the total Swing Line Exposure at
such time, as may be adjusted in accordance with Section 2.19. 
 “Swing Line Sublimit” has the
meaning specified in Section 2.01(d). 
 “Tax Affiliate” means, with respect to any Person, any
Subsidiary or Affiliate of such Person with which such Person files consolidated, combined or unitary tax returns. 

“Tax Returns” has the meaning specified in Section 4.01(h)(i). 

“Taxes” has the meaning specified in Section 2.15(a). 

“Term A Advance” means an advance made by any Term A Lender under the Term A Facility. 

“Term A Borrowing” means a borrowing consisting of simultaneous Term A Advances of the same Type and, in the
case of Eurocurrency Rate Advances, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(a)(i). 

  
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 “Term A Commitment” means, as to each Term A Lender, its obligation to make
Term A Advances to the Company pursuant to Section 2.01(a)(i) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A Lender’s name on Schedule I under the heading
“Term A Commitment”. 
 “Term A Facility” means, at any time after the Second Restatement
Effective Date, the aggregate principal amount of the Term A Advances extended by all Term A Lenders pursuant to Section 2.01(a)(i) outstanding at such time. 

“Term A Lender” means (a) at any time on or prior to the Second Restatement Effective Date, any Lender that
has a Term A Commitment at such time and (b) at any time after the Second Restatement Effective Date, any Lender that holds Term A Advances at such time. 
 “Term A Note” means a promissory note made by the Company in favor of a Term A Lender evidencing Term A Advances made by such Term A Lender, substantially in the form
of Exhibit B-1. 
 “Term Advance” means a Term A
Advance, a CDN Term A Advance, a JPY Term A-1 Advance, a Euro Term A Advance, a Sterling Term A Advance, Brazilian Term A Advance, a Short Term A Advance, an Incremental Term Advance or an Other Term Advance,
as applicable. 
 “Term Borrowing” means a Term A Borrowing, a CDN Term A Borrowing, a JPY
Term A-1 Borrowing, a Euro Term A Borrowing, a Sterling Term A Borrowing, a Brazilian Term Borrowing, a Short Term A Borrowing or an Incremental Term Borrowing, as applicable. 

“Term Commitment” means a Term A Commitment, a CDN Term A Commitment, a JPY Term A-1 Commitment, a Euro Term A
Commitment, a Sterling Term A Commitment, a Brazilian Term Commitment, a Short Term A Commitment, or an Incremental Term Commitment, as applicable. 
 “Term Facility” means the Term A Facility, the CDN Term A Facility, the JPY Term A-1 Facility, the Euro Term A Facility, the Sterling Term A Facility, the
Brazilian Term A Facility, the Short Term A Facility or the Incremental Term Facility, as applicable. 

“Term Lender” means a Term A Lender, a CDN Term A Lender, a JPY Term A-1 Lender, a Euro Term A
Lender, a Sterling Term A Lender, a Brazilian Term Lender, a Short Term A Lender or an Incremental Term Lender, as applicable. 
 “Term Note” means a Term A Note, a CDN Term A Note, a JPY Term A-1 Note, a Euro Term A Note, a Sterling Term A Note, a Brazilian Term Note, a Short
Term A Note or any promissory note made in favor of an Incremental Lender evidencing Incremental Term Advances made by such Incremental Lender, as applicable. 
 “Termination Date” means (a) with respect to the US Revolving Credit Facility and the Multicurrency Revolving Credit Facility, the earlier of (i) July 25, 2019 and
(ii) the date of termination in whole of the Commitments pursuant to Section 2.06 or 6.01, (b) with respect to the Term A Facility, the CDN Term A Facility, the JPY Term A-1 Facility, the Sterling
Term A Facility, the Brazilian Term A Facility and the Euro Term A Facility, July 25, 2019, (c) with 

  
 50 









 
respect to the Short Term A Facility, July 25, 2017, and (d) with respect to each Incremental Facility, if any, the date specified as such in the applicable Incremental
Assumption Agreement. However, if the Termination Date falls on a day which is not a Business Day, the Termination Date shall fall on the previous Business Day. 
 “Test Period” means the four consecutive fiscal quarters of the Company then last ended. 
 “Type” means, with respect to an Advance, its character as a Base Rate Advance or a Eurocurrency Rate Advance. 
 “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial
Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral. 
 “Unpaid Drawings” has the meaning specified in the definition of “L/C Exposure”. 
 “Unrestricted Subsidiary” means any Subsidiary of the Company (other than any Borrower or any Guarantor as of the Second Restatement Effective Date (or any Person required to become a
Guarantor pursuant to Section 5.01(h))) listed on Schedule 1.01(i) or designated by the Company as an Unrestricted Subsidiary pursuant to Section 5.01(l) subsequent to the date hereof. 

“Unused Amount” has the meaning specified in Section 5.021(c)(v). 

“Unused Revolving Credit Commitment” means, with respect to each Revolving Credit Lender at any time, (a) the
amount of such Lender’s US Revolving Credit Commitment and Multicurrency Revolving Credit Commitment, if any, at such time minus (b) the sum of the aggregate principal amount of all Revolving Credit Advances (based, in respect of
any Revolving Credit Advances denominated in a Committed Currency other than Dollars, on the Equivalent in Dollars at such time) made by such Lender (in its capacity as a Lender) and outstanding at such time, plus such Lender’s L/C
Exposure. 
 “US Issuing Bank” means an Initial Issuing Bank or any Eligible Assignee to which a portion of the
US Letter of Credit Commitment hereunder has been assigned pursuant to Section 9.07 so long as such Eligible Assignee expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement
are required to be performed by it as an Issuing Bank and notifies the Agent of its Applicable Lending Office (which information shall be recorded by the Agent in the Register), for so long as the Initial Issuing Bank or Eligible Assignee, as the
case may be, shall have a US Letter of Credit Commitment. 
 “US Letter of Credit” has the meaning specified in
Section 2.01(e). 
 “US Letter of Credit Commitment” means, with respect to each US Issuing Bank,
the obligation of such US Issuing Bank to issue Letters of Credit for the account of any Borrower in (a) the amount set forth opposite the US Issuing Bank’s name on Schedule I hereto under the


  
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caption “US Letter of Credit Commitment”, or (b) if such Issuing Bank has entered into one or more Assignment and Acceptances, the amount set forth for such US Issuing Bank in the
Register maintained by the Agent pursuant to Section 9.07(d) as such US Issuing Bank’s “US Letter of Credit Commitment”, in each case as such amount may be reduced prior to such time pursuant to
Section 2.06. 
 “US Letter of Credit Sublimit” means, at any time, an amount equal to
$100,000,000, as such amount may be reduced at or prior to such time pursuant to Section 2.06. The US Letter of Credit Sublimit is part of, and not in addition to, the US Revolving Credit Facility. 

“US Revolver Borrowers” has the meaning specified in the preamble to this Agreement. 

“US Revolving Credit Advance” means an Advance by a US Revolving Lender to any Borrower as part of a US Revolving Credit
Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate Advance. 
 “US Revolving Credit Borrowing”
means a borrowing consisting of simultaneous US Revolving Credit Advances of the same Type made by each of the US Revolving Lenders pursuant to Section 2.01(c)(i). 
 “US Revolving Credit Commitment” means, as to any US Revolving Lender, the commitment, if any, of such Lender to make US Revolving Credit Advances and/or to acquire participations in
Letters Credit and Swing Line Advances hereunder, denominated in Dollars, as such commitment may be (a) reduced from time to time in accordance with the terms of this Agreement and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to any Assignment and Acceptance. The initial amount of the US Revolving Credit Commitment of each US Revolving Lender party hereto on the date of this Agreement is set forth on Schedule I
hereto, and the initial amount of the US Revolving Credit Commitment of each US Revolving Lender becoming party hereto after the date of this Agreement shall be as set forth in the Assignment and Acceptance pursuant to which such Lender becomes
party hereto. 
 “US Revolving Credit Facility” means, at any time, the aggregate amount of the US Revolving
Lenders’ US Revolving Credit Commitments at such time. 
 “US Revolving Exposure” means, with respect to
any US Revolving Lender at any time, the sum of the aggregate outstanding principal amount of such Lender’s US Revolving Credit Advances and its L/C Exposure under the US Revolving Credit Facility and Swing Line Exposure at such time.

 “US Revolving Lender” means a Lender with a US Revolving Credit Commitment or a US Revolving Exposure.

 “US Subsidiary Guaranty” has the meaning specified in Section 3.01(a)(iii). 

“US Tax Returns” has the meaning specified in Section 4.01(h)(i). 

  
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 “Voting Stock” means capital stock or share capital, as applicable, issued
by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the
right so to vote has been suspended by the happening of such a contingency. 
 “Wholly-Owned” means, as to any
Person, (i) any corporation 100% of whose capital stock (other than director’s qualifying shares and, in the case of a Foreign Subsidiary, other than up to 2.0% of the capital stock of such Foreign Subsidiary, to the extent that it is
required to be held by a third party pursuant to a requirement of law) is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, association, joint venture or other entity in which
such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% Equity Interest at such time. 

“Withdrawal Liability” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

 SECTION 1.02 Computation of Time Periods. In this Agreement in the computation of periods of time from a
specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. 

SECTION 1.03 Accounting Terms. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with generally accepted accounting principles as in effect from time to time in the United States,
applied on a basis consistent (except for changes concurred with by the Borrower’s independent registered public accountants) with the most recent audited Consolidated financial statements of the Company delivered to the Agent
(“GAAP”); provided that, if the Company notifies the Agent that the Company wishes to amend any covenant in Article V to eliminate the effect of any change in GAAP on the operation of such covenant (or if the
Agent notifies the Company that the Required Lenders wish to amend Article V for such purpose), then the Borrower’s compliance with such covenant shall be applied on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Lenders. 
 SECTION 1.04 Exchange Rates; Currency Equivalents. 
 (a) The Agent
shall determine the Spot Rates as of each Revaluation Date to be used for calculating Equivalent amounts of Advances and Available Amounts denominated in JPY, Sterling, Euro and other Committed Currencies. Such Spot Rates shall become effective as
of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or
calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Equivalent amount as so determined by the Agent.


  
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 (b) Wherever in this Agreement in connection with an Advance, conversion, continuation or
prepayment of a Eurocurrency Rate Advance or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Advance, Eurocurrency Rate Advance or Letter of
Credit is denominated in a Committed Currency, such amount shall be the relevant Equivalent of such Dollar amount (rounded to the nearest unit of Committed Currency, with 0.5 of a unit being rounded upward), as determined by the Agent. 

SECTION 1.05 Construction. English language words used in this Agreement to describe Japanese Law, Dutch law, Belgium law or
Luxembourg law concepts intend to describe such concepts only and the consequences of the use of those words in New York law or any other foreign law are to be disregarded. 
 SECTION 1.06 Dutch Terms. In this Agreement, where it relates to a Dutch entity, a reference to: 
 (a) A necessary action to authorize, where applicable, includes without limitation: 

(i) any action required to comply with the Dutch Works Council Act (Wet op de ondernemingsraden); and 

(ii) obtaining unconditional positive advice (advies) from each competent works council; 

(b) a winding-up, administration or dissolution includes a Dutch entity being: 

(i) declared bankrupt (failliet verklaard) 
 (ii) dissolved (ontbonden) 
 (c) a moratorium includes surséance van
betaling and granted a moratorium includes surséance verleend; 
 (d) a trustee in bankruptcy includes a
curator; 
 (e) an administrator includes a bewindvoerder; 

(f) a receiver or an administrative receiver does not include a curator or bewindvoerder; and 

(g) an attachment includes a beslag. 
 SECTION 1.07 Québec Matters. For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation
or construction of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) “personal property” shall include “movable
property”, (b) “real property” or “real estate” shall include 

  
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“immovable property”, (c) “tangible property” shall include “corporeal property”, (d) “intangible property” shall include “incorporeal
property”, (e) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “right of retention”, “prior claim” and a resolutory clause, (f) all references to
filing, perfection, priority, remedies, registering or recording under the Uniform Commercial Code or a Personal Property Security Act shall include publication under the Civil Code of Québec, (g) all references to “perfection”
of or “perfected” liens or security interest shall include a reference to an “opposable” or “set up” lien or security interest as against third parties, (h) any “right of offset”, “right of
setoff” or similar expression shall include a “right of compensation”, (i) “goods” shall include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities,
(j) an “agent” shall include a “mandatary”, (k) “construction liens” shall include “legal hypothecs”; (l) “joint and several” shall include “solidary”; (m) “gross
negligence or wilful misconduct” shall be deemed to be “intentional or gross fault”; (n) “beneficial ownership” shall include “ownership on behalf of another as mandatary”; (o) “easement” shall
include “servitude”; (p) “priority” shall include “prior claim”; (q) “survey” shall include “certificate of location and plan”; (r) “state” shall include
“province”; (s) “fee simple title” shall include “absolute ownership”; (t) “accounts” shall include “claims”. The parties hereto confirm that it is their wish that this Agreement and any
other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English
language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y
compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement. 
 SECTION 1.08 Code of Banking Practice. The parties hereto agree that the Code of Banking Practice does not apply to the Loan Documents. 

SECTION 1.09 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.


  
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 SECTION 1.10 Rounding. Any financial ratios required to be maintained by the
Company pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up
or down to the nearest number (with a rounding-up if there is no nearest number). 
 SECTION 1.11 Change of
Currency. 
 (a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member
state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest
expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such
convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement
shall take effect, with respect to such Borrowing, at the end of the then current Interest Period. 
 (b) Each provision of this
Agreement shall be subject to such reasonable changes of construction as the Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or
practices relating to the Euro. 
 (c) Each provision of this Agreement also shall be subject to such reasonable changes of
construction as the Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency. 

SECTION 1.12 Additional Foreign Currencies. 
 (a) The Company may from time to time request that Eurocurrency Rate Advances be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of
“Foreign Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the
making of Eurocurrency Rate Advances, such request shall be subject to the approval of the Agent and all applicable Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the
approval of the Agent and the Issuing Bank. 
 (b) Any such request shall be made to the Agent not later than 11:00 a.m. (New
York City time), 10 Business Days prior to the date of the desired Borrowing (or such other time or date as may be agreed by the Agent and, in the case of any such request pertaining to Letters of Credit, the Issuing Bank, in its or their sole
discretion). In the case of any such request pertaining to Eurocurrency Rate Advances, the Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Agent shall promptly


  
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notify the Issuing Bank thereof. Each Lender (in the case of any such request pertaining to Eurocurrency Rate Advances) or the Issuing Bank (in the case of a request pertaining to Letters of
Credit) shall notify the Agent, not later than 11:00 a.m., five Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Advances or the issuance of Letters of Credit, as the case
may be, in such requested currency. 
 (c) Any failure by a Lender or the Issuing Bank, as the case may be, to respond to such
request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or the Issuing Bank, as the case may be, to permit Eurocurrency Rate Advances to be made or Letters of Credit to be issued in such
requested currency. If the Agent and all the Lenders consent to making Eurocurrency Rate Advances in such requested currency, the Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be a Foreign Currency
hereunder for purposes of any Borrowings of Eurocurrency Rate Advances; and if the Agent and the Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Agent shall so notify the Company and such currency shall
thereupon be deemed for all purposes to be a Foreign Currency hereunder for purposes of any Letter of Credit issuances. If the Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Agent shall
promptly so notify the Company. 
 SECTION 1.13 Letter of Credit Amounts. Unless otherwise specified herein, the
amount of a Letter of Credit at any time shall be deemed to be the Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any
issuer document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Equivalent of the maximum stated amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum stated amount is in effect at such time. 
 ARTICLE II

 AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT 

SECTION 2.01 The Advances and Letters of Credit. (a)

(i) The Term A Advance. Subject to the terms and conditions set forth herein and in the Second Restatement
Agreement, each Term A Lender severally agrees to make a single loan to the Company on the Second Restatement Effective Date, denominated in Dollars, in an amount not to exceed such Term A Lender’s respective Term A Commitment, as set
forth on Schedule I. The Term A Borrowing shall consist of Term A Advances made simultaneously by the Term A Lenders in accordance with their respective Ratable Share of the Term A Facility. Term A Advances which are
repaid or prepaid may not be reborrowed. Term A Advances may be Base Rate Advances or Eurocurrency Rate Advances, as further provided herein. 

  
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 (ii) The CDN Term A Advance. Subject to the terms and conditions
set forth herein and in the Second Restatement Agreement, each CDN Term A Lender severally agrees to make a single Eurocurrency Rate Advance to the CDN Borrower on the Second Restatement Effective Date, denominated in CDN, in an amount not to
exceed such CDN Term A Lender’s respective CDN Term A Commitment, as set forth on Schedule I. The CDN Term A Borrowing shall consist of CDN Term A Advances made simultaneously by the CDN Term A Lenders in accordance with their
respective Ratable Share of the CDN Term A Facility. CDN Term A Advances which are repaid or prepaid may not be reborrowed. 
 (iii) The JPY Term A-1 Advance. Subject to the terms and conditions set forth herein and in the Second Restatement Agreement, each JPY Term A-1 Lender severally agrees to make a single
Eurocurrency Rate Advance to the JPY Borrower on the Second Restatement Effective Date, denominated in JPY, in an amount not to exceed such JPY Term A-1 Lender’s respective JPY Term A-1 Commitment as set forth on Schedule I. The
JPY Term A-1 Borrowing shall consist of JPY Term A-1 Advances made simultaneously by the JPY Term A-1 Lenders in accordance with their respective Ratable Share of the JPY Term A-1 Facility. JPY Term A-1 Advances which are
repaid or prepaid may not be reborrowed. 
 (iv) The Euro Term A Advance. Subject to the terms and
conditions set forth herein and in the Second Restatement Agreement, each Euro Term A Lender severally agrees to make a single Eurocurrency Rate Advance to either, or to each of, the Euro TLA Borrowers on the Second Restatement Effective Date,
denominated in Euros, in an aggregate amount for all such Eurocurrency Rate Advances under this Section 2.01(a)(iv) not to exceed such Euro Term A Lender’s respective Euro Term A Commitment, as set forth on Schedule I. The Euro
Term A Borrowing shall consist of Euro Term A Advances made simultaneously by the Euro Term A Lenders in accordance with their respective Ratable Share of the Euro Term A Facility. Euro Term A Advances which are repaid or
prepaid may not be reborrowed. 
 (v) The Sterling Term A Advance. Subject to the terms and
conditions set forth herein and in the Second Restatement Agreement, each Sterling Term A Lender severally agrees to make a single Eurocurrency Rate Advance to the Sterling Borrower on the Second Restatement Effective Date, denominated in
Sterling, in an amount not to exceed such Sterling Term A Lender’s respective Sterling Term A Commitment, as set forth on Schedule I. The Sterling Term A Borrowing shall consist of Sterling Term A Advances made simultaneously by
the Sterling Term A Lenders in accordance with their respective Ratable Share of the Sterling Term A Facility. Sterling Term A Advances which are repaid or prepaid may not be reborrowed. 

(vi) The Brazilian Term A Advance. Subject to the terms and conditions set forth herein (including, for the
avoidance of doubt, in the case of any Brazilian Term A Advance which occurs on any day following the Second Restatement Effective Date, the satisfaction of the conditions set forth in Section 3.04 below) and in the Second Restatement
Agreement, each Brazilian Term A Lender severally agrees to make a single Eurocurrency Rate Advance to the Brazilian Term Borrower at any time on or from the Second Restatement Effective Date to and including the 20th Business Day thereafter
(or such later date as may be agreed by the Agent in its sole discretion) (the “Brazilian Facility Effective Date”), denominated in Dollars, in an amount not to exceed 

  
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such Brazilian Term A Lender’s respective Brazilian Term A Commitment as set forth on Schedule I. The Brazilian Term A Borrowing shall consist of Brazilian Term A Advances
made simultaneously by the Brazilian Term A Lenders in accordance with their respective Ratable Share of the Brazilian Term A Facility. Brazilian Term A Advances which are repaid or prepaid may not be reborrowed. 

(vii) The Short Term A Advance. Subject to the terms and conditions set forth herein and in the Second
Restatement Agreement, each Short Term A Lender severally agrees to make a single Eurocurrency Rate Advance to the Short Term A Borrower on the Second Restatement Effective Date, in an amount not to exceed such Short Term A Lender’s
respective Short Term A Commitment, as set forth on Schedule I. The Short Term A Borrowing shall consist of Short Term A Advances made simultaneously by the Short Term A Lenders in accordance with their respective Ratable Share
of the Short Term A Facility. Short Term A Advances which are repaid or prepaid may not be reborrowed. 
 (b)
[Reserved]. 
 (c) Revolving Credit Advances. 

(i) US. Each US Revolving Lender severally agrees, on the terms and conditions hereinafter set forth, to make US
Revolving Credit Advances denominated in Dollars to any US Revolver Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date applicable to the US Revolving Credit Facility under
clause (a) of the definition of “Termination Date”, in an aggregate amount not to exceed such Lender’s Unused Revolving Credit Commitment. 

(ii) Multicurrency. Each Multicurrency Revolving Lender severally agrees, on the terms and conditions hereinafter
set forth, to make Multicurrency Revolving Credit Advances to any Multicurrency Borrower, in each case denominated in a Committed Currency in which such Multicurrency Borrower is permitted to borrow under the Multicurrency Revolving Credit Facility
as set forth in the definition of “Committed Currencies” (and as may be otherwise agreed in accordance with Section 9.09 of this Agreement). from time to time on any Business Day during the period from the Closing Date until the
Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a) of the definition of “Termination Date”, in an aggregate amount not to exceed such Lender’s Unused Revolving Credit
Commitment. 
 Each Revolving Credit Borrowing shall be in an amount not less than the Revolving Credit Borrowing Minimum or the Revolving
Credit Borrowing Multiple in excess thereof and shall consist of Revolving Credit Advances of the same Type and in the same currency made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments. Within the
limits of each Lender’s Revolving Credit Commitment, the Borrowers may borrow under this Section 2.01(c), prepay pursuant to Section 2.11 and reborrow under this Section 2.01(c). 

  
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 (d) The Swing Line Advances. The Swing Line Bank agrees, on the terms and conditions
hereinafter set forth, to make Swing Line Advances, denominated in Dollars, to the Company from time to time on any Business Day during the period from the Closing Date until the Termination Date applicable to the US Revolving Credit Facility under
clause (a) of the definition of “Termination Date” (i) in an aggregate amount not to exceed at any time outstanding $50,000,000 (the “Swing Line Sublimit”) and (ii) in an amount for each such
Swing Line Advance not to exceed the Unused Revolving Credit Commitments of the US Revolving Lenders immediately prior to the making of such Swing Line Advance. The Swing Line Bank agrees to make one or more Swing Line Advances on any Business Day.
No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $1,000,000 or an integral multiple of $500,000 in excess thereof and,
notwithstanding Section 2.10, shall consist of a Base Rate Advance made by the Swing Line Bank. Within the limits of the Swing Line Sublimit and within the limits referred to in clause (ii) above, the Company may borrow under
this 2.01(d), prepay pursuant to Section 2.11 and reborrow under this Section 2.01(d). 
 (e)
US Letters of Credit. Each US Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (each, a “US Letter of Credit”) for the account of any Borrower under the US Revolving Credit
Facility from time to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of
“Termination Date” (i) in an aggregate Available Amount for all US Letters of Credit not to exceed at any time the US Letter of Credit Sublimit, (ii) in an amount for each US Issuing Bank not to exceed the amount of such US
Issuing Bank’s US Letter of Credit Commitment at such time (iii) in an amount for each such US Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the US Revolving Lenders at such time and
(iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiary of the Company. Each US Letter of Credit shall be in an amount of $500,000 or more and shall be denominated in Dollars. No US Letter of Credit
shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the US Revolving Credit Facility under
clause (a)(i) of the definition of “Termination Date”; provided that any US Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall
be deemed to comply with the foregoing requirement if the US Issuing Bank has the unconditional right to prevent any such automatic extension from taking place. Within the limits referred to above, any Borrower under the US Revolving Credit Facility
may request the issuance of Letters of Credit under this Section 2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional US Letters of Credit
under this Section 2.01(e). If a US Letter of Credit shall be requested on behalf of a Subsidiary that is not a Borrower hereunder, the Company shall have furnished to the US Issuing Bank, in form and substance reasonably satisfactory to
the US Issuing Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to the date of the requested issuance. Each “Existing Letter of Credit” listed on Part A of
Schedule 2.01(e) shall be deemed to constitute a US Letter of Credit issued hereunder, and each Lender that is an issuer of such a US Letter of Credit shall, for purposes of Section 2.03, be deemed to be a US Issuing Bank for each
such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an US Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance”
and all similar terms, when applied to a US Letter of Credit, shall include any renewal, extension or amendment thereof. 

  
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 (f) Multicurrency Letters of Credit. Each Multicurrency Issuing Bank agrees, on the
terms and conditions hereinafter set forth, to issue multicurrency letter of credit (each, a “Multicurrency Letter of Credit”) for the account of any Multicurrency Borrower under the Multicurrency Revolving Credit Facility from time
to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a)(i) of the definition of “Termination
Date” (i) in an aggregate Available Amount (by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) for all Multicurrency Letters of Credit not to exceed at any time the
Multicurrency Letter of Credit Sublimit, (ii) in an amount (by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) for each Multicurrency Issuing Bank not to exceed the amount
of such Multicurrency Issuing Bank’s Multicurrency Letter of Credit Commitment at such time (iii) in an amount (by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) for
each such Multicurrency Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Multicurrency Revolving Lenders at such time and (iv) issued to provide support with respect to the undertakings
of the Company and/or any Subsidiaries that are Foreign Subsidiaries. Each Multicurrency Letter of Credit shall be in an amount equal to the Equivalent of $500,000 or more and may be denominated in any Committed Currency. No Multicurrency Letter of
Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the Multicurrency Revolving Credit Facility under
clause (a)(i) of the definition of “Termination Date”; provided that any Multicurrency Letter of Credit which provides for automatic one-year extension(s) of such expiration
date shall be deemed to comply with the foregoing requirement if the Multicurrency Issuing Bank has the unconditional right to prevent any such automatic extension from taking place. Within the limits referred to above, any Multicurrency Borrower
under the Multicurrency Revolving Credit Facility may request the issuance of Letters of Credit under this Section 2.01(f), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request
the issuance of additional Multicurrency Letters of Credit under this Section 2.01(f). If a Multicurrency Letter of Credit shall be requested on behalf of a Foreign Subsidiary that is not a Multicurrency Borrower hereunder, the Company
shall have furnished to the Multicurrency Issuing Bank, in form and substance reasonably satisfactory to the Multicurrency Issuing Bank, customary “know your customer” information regarding such Foreign Subsidiary at least three Business
Days prior to the date of the requested issuance. Each letter of credit listed on Part B of Schedule 2.01(e) shall be deemed to constitute a Multicurrency Letter of Credit issued hereunder, and each Lender that is an issuer of such a
Multicurrency Letter of Credit shall, for purposes of Section 2.03, be deemed to be a Multicurrency Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued
by a Multicurrency Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Multicurrency Letter of Credit, shall include any renewal,
extension or amendment thereof. 
 (g) Incremental Advances. Each Lender having an Incremental Term Commitment or an
Incremental Revolving Credit Commitment agrees, on the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Advances to the Company and/or Incremental Revolving Credit Advances to the
Borrowers, in an aggregate principal amount not to exceed its Incremental Term Commitment or Incremental Revolving Credit Commitment, as the case may be. 

  
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 SECTION 2.02 Borrowing Mechanics. 

(a) Each Term Borrowing and each Revolving Credit Borrowing shall be made upon the applicable Borrower’s irrevocable notice to
the Agent. Each such notice must be received by the Agent not later than (I)12:00 P.M. (New York City time) on the third Business Day prior to the date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in
Dollars, (II) 12:00 P.M. (New York City time) on the fourth Business Day prior to the date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in any Foreign Currency and (III) 11:00 A.M.
(New York City time) on the date of the proposed Borrowing consisting of Base Rate Advances, and the Agent shall then give to each Lender prompt notice thereof by telecopier. Each such notice of a Term Borrowing or a Revolving Credit
Borrowing (a “Notice of Borrowing”) shall be given by telephone, confirmed promptly in writing or telecopier in substantially the form of Exhibit C hereto, specifying therein the (i) applicable Borrower,
(ii) applicable Facility, (iii) date of such Borrowing, (iv) Type of Advances comprising such Borrowing, (v) aggregate amount of such Borrowing, (vi) in the case of a Borrowing consisting of Eurocurrency Rate Advances, the
initial Interest Period for such Advance, and (vii) currency for each such Advance; provided, that the applicable Borrower shall not be entitled to request any Borrowing that, if made, would result in more than fifteen different Interest
Periods being in effect hereunder at any one time. Each Lender shall before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in Dollars and, not later than the Applicable
Time specified by the Agent in the case of any Borrowing in any Foreign Currency, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable
portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower requesting the applicable
Borrowing at the address and in the account of such Borrower specified in the applicable Notice of Borrowing. 
 (b) Each Swing
Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing by the applicable Borrower to the Swing Line Bank and the Agent, of which the Agent shall give prompt
notice to the Lenders. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed promptly in writing or telecopier, specifying therein the requested (i) date of such
Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the earlier of (A) the tenth Business Day after the requested date of such Borrowing and (B) the Termination
Date applicable to the US Revolving Credit Facility under clause (a) of the definition of “Termination Date” (the “Swing Line Advance Maturity Date”)). The Swing Line Bank shall, before 3:00 P.M. (New
York City time) on the date of such Swing Line Borrowing, make such Swing Line Borrowing available to the Agent at the Agent’s Account, in same day funds. After the Agent’s receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article III, the Agent will make such funds available to the applicable Borrower at the address and in the account of such Borrower specified in the applicable Notice of Swing Line Borrowing. Upon written


  
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demand by the Swing Line Bank, with a copy of such demand to the Agent, each other US Revolving Lender will purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to
each such other US Revolving Lender, such other US Revolving Lender’s Ratable Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Agent for the account of the Swing Line
Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to its Ratable Share of such Swing Line Advance. Each Borrower hereby agrees to each such sale and assignment. Each US Revolving Lender agrees to purchase its Ratable
Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 12:00 P.M. (New York City time) on such Business
Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other US Revolving Lender of a portion of a Swing Line Advance, the Swing
Line Bank represents and warrants to such other US Revolving Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with
respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any US Revolving Lender shall not have so made its Ratable Share of such Swing Line Advance available to the Agent, such US Revolving Lender
agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date such US Revolving Lender is required to have made such amount available to the Agent until the date such amount is paid to the
Agent, at the Federal Funds Rate. If such US Revolving Lender shall pay to the Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by
such US Revolving Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day. 

(c) Anything in subsection (a) above to the contrary notwithstanding, (i) after giving effect to all Term A
Borrowings, CDN Term A Borrowings, JPY Term A-1 Borrowings, Euro Term A Borrowings, Sterling Term A Borrowings, Brazilian Term A Borrowings and Short Term A Borrowings, there shall not be more than five Interest Periods
in effect in respect of any of the Term A Facility, CDN Term A Facility, JPY Term A-1 Facility, Euro Term A Facility, Sterling Term A Facility, Brazilian Term A Facility or Short Term A Facility, (iii) after
giving effect to all Revolving Credit Borrowings, there shall not be more than (A) ten Interest Periods in effect in respect of the US Revolving Credit Facility and (B) ten Interest Periods in effect in respect of the Multicurrency
Revolving Credit Facility. 
 (d) Each Notice of Borrowing and Notice of Swing Line Borrowing of any Borrower shall be
irrevocable and binding on such Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the Borrower requesting such Borrowing shall indemnify each Lender against any
loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without
limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such
Borrowing when such Advance, as a result of such failure, is not made on such date. 

  
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 (e) Unless the Agent shall have received notice from a Lender prior to the time of any
Borrowing under the applicable Revolving Credit Facility that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing under the applicable Revolving Credit Facility, the Agent may assume that such Lender
has made such portion available to the Agent on the date of such Borrowing under the applicable Revolving Credit Facility in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such
assumption, make available to the Borrower requesting such Borrowing under the applicable Revolving Credit Facility on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to
the Agent, such Lender agrees to repay to the Agent forthwith on demand such corresponding amount. If such Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the applicable
Borrower and such Borrower shall immediately pay such corresponding amount to the Agent. The Agent shall also be entitled to receive from such Lender or such Borrower, as the case may be, interest on such corresponding amount, for each day from the
date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances comprising such Borrowing under the applicable
Revolving Credit Facility and (ii) in the case of such Lender, (A) the Federal Funds Rate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances
denominated in Committed Currencies or other Foreign Currencies. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this
Agreement. 
 (f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make the Swing
Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing or to prejudice any rights which any Borrower may have
against any Lenders as a result of any default by such Lender hereunder. No Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. 

(g) Notwithstanding anything herein to the contrary, each Lender at its option may make any Advances by causing any domestic or foreign
branch or Affiliate of such Lender to make such Advances through any Applicable Lending Office; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Advances in accordance with the
terms of this Agreement. Unless the context otherwise requires, each reference to a Lender shall include its Applicable Lending Office. 
 SECTION 2.03 Issuance of and Drawings and Reimbursement Under Letters of Credit. 
 (a) Request for Issuance. Each Letter of Credit issued under a Revolving Credit Facility shall be issued upon notice (a “Notice of Issuance”), given not later than 12:00 P.M.
(New York City time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree) or 12:00 P.M. (Sydney, Australia time) on the fourth
Business Day prior to the date of the 

  
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proposed issuance of such Letter of Credit if denominated in AU$, by (i) any Borrower under the US Revolving Credit Facility to any US Issuing Bank and/or (ii) any Multicurrency
Borrower under the Multicurrency Revolving Credit Facility to any Multicurrency Issuing Bank, and in each case of clauses (i) and (ii) of this sentence, such US Issuing Bank or Multicurrency Issuing Bank, as the case may be, shall
give the Agent prompt notice thereof by facsimile, following its receipt of a Notice of Issuance from the applicable Borrower; provided that any Letter of Credit requested pursuant to this Agreement may state or indicate that the Company or
any of its Restricted Subsidiaries is the “Account Party”, “Applicant”, “applicant”, “Requesting Party” or any similar designation. Each such Notice of Issuance of a Letter of Credit shall be initially made by
telephone, confirmed promptly thereafter in writing or by facsimile, and shall specify therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) Revolving
Credit Facility under which such Letter of Credit is to be issued, (D) if applicable, the Committed Currency in which such Multicurrency Letter of Credit is to be denominated, (E) expiration date of such Letter of Credit (which shall not
be later than the earlier of five Business Days prior to the scheduled Termination Date applicable to the applicable Revolving Credit Facility (under clause (a)(i) of the definition of “Termination Date”) or one year after
the date of issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if
the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place after such scheduled Termination Date), (F) name and address of the beneficiary of such Letter of Credit, and (G) form of such Letter of
Credit, and shall be accompanied by such customary application and agreement for issuance of letters of credit as such Issuing Bank may specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit (a
“Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in the Second
Restatement Agreement and Section 3.02, make such Letter of Credit available to the Borrower requesting such issuance at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with such
issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Each Borrower hereby acknowledges and agrees that,
notwithstanding anything to the contrary in any Letter of Credit requested pursuant to or issued under this Agreement which may state or indicate that the “Account Party”, “Applicant”, “applicant”, “Requesting
Party” or any similar designation with respect to such requested Letter of Credit is a Person other than the applicable requesting Borrower, (i) such Borrower is, and shall at all times remain, the “Applicant” (as defined in
Section 5-102(a) of the Uniform Commercial Code, as in effect in the State of New York) with respect to each Letter of Credit issued by the Issuing Bank pursuant to a Notice of Issuance, and (ii) all such Letters of Credit shall
constitute “Letters of Credit” under, and as defined in, this Agreement. 
 (b) Participations. By the issuance
of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Credit Lenders under the applicable Revolving Credit Facility,
such Issuing Bank hereby grants to each such applicable Revolving Credit Lender under such Revolving Credit Facility, and each such Revolving Credit Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to
such Lender’s Ratable Share of the Available Amount of such Letter of Credit. Each Borrower hereby agrees to each such 

  
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participation. In consideration and in furtherance of the foregoing, each of the Revolving Credit Lenders under each Revolving Credit Facility hereby absolutely and unconditionally agree to pay
to the Agent, for the account of such Issuing Bank under such Revolving Credit Facility, such Revolving Credit Lender’s Ratable Share of each drawing made under a Letter of Credit issued under such Revolving Credit Facility and funded by such
Issuing Bank, and not reimbursed by the applicable Borrower by payment in full to the Agent not later than 3:00 p.m. (New York City time) on the Business Day following the date of such payment, in accordance with the terms of this Agreement, or
of any reimbursement payment required to be refunded to any Borrower for any reason. Each Revolving Credit Lender hereby acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of any
Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be
automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit under the applicable Revolving Credit Facility at each time such Lender’s Revolving Credit Commitment is amended pursuant to an
assignment in accordance with Section 9.07 or otherwise pursuant to this Agreement. 
 (c) Drawing and
Reimbursement. Not later than 3:00 p.m. (New York City time) on the Business Day following the date of any payment by the applicable Issuing Bank under a Letter of Credit or 3:00 P.M. (Sydney, Australia time) on the Business Day
following the date of any payment by the applicable Issuing Bank under a Letter of Credit denominated in AU$, the Company shall pay (or shall cause the applicable Borrower to pay) to the Agent, an amount equal to the full amount of such drawing plus
all accrued and unpaid interest thereon from the date of such drawing through and including the date of such payment (which shall accrue at the Base Rate), which amount shall be payable in the Committed Currency in which such Letter of Credit was
issued, and the Agent shall promptly apply such amount to either (x) reimburse the applicable Issuing Bank for the full amount of such drawing plus all accrued and unpaid interest thereon, or (y) to the extent that the Revolving Credit
Lenders under the applicable Revolving Credit Facility shall have already funded participations or Revolving Credit Advances with respect to the payment under such Letter of Credit, pursuant to Section 2.03(b) above or this
Section 2.03(c), to pay to each such Revolving Credit Lender an amount equal to such Revolving Credit Lender’s Ratable Share of such drawing plus all accrued and unpaid interest thereon (which shall accrue at the Base Rate). If the
Company does not comply with the provisions of the preceding sentence, then the payment by an Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Revolving
Credit Advance under the applicable Revolving Credit Facility, which shall be a Base Rate Advance, in the amount of such draft (and if such Letter of Credit was originally denominated in a Committed Currency other than Dollars, such deemed Advance
shall also automatically be exchanged for an Equivalent amount of Dollars at the then applicable Spot Rate). The applicable Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such
notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Agent and
the Company, each Revolving Credit Lender 

  
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under the applicable Revolving Credit Facility shall pay to the Agent such Revolving Credit Lender’s Ratable Share of such outstanding Revolving Credit Advance under such Revolving Credit
Facility, by making available for the account of its Applicable Lending Office to the Agent for the account of such Issuing Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal
amount of such Advance to be funded by such Lender. Each Revolving Credit Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit
Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank. Each Revolving Credit Lender agrees
to fund its Ratable Share of an outstanding Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank; provided that notice of such demand is given not later than 12:00 P.M. (New York City time) on
such Business Day or 11:00 A.M. (Sydney, Australia time) on such Business Day in the case of Advances denominated in AU$, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and
to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Credit Advance available to the Agent, such Revolving Credit Lender agrees to pay to the Agent forthwith on demand such amount together with interest
thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. 

(d) Letter of Credit Reports. The applicable Issuing Bank shall furnish (A) to the Agent on the first Business Day of each
month a written report summarizing issuance and expiration dates of Letters of Credit under each Revolving Credit Facility during the preceding month and drawings during such month under all Letters of Credit and (B) to the Agent (with a copy
to the Company) on the first Business Day of each calendar quarter a written report setting forth the actual daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit. 

SECTION 2.04 Incremental Commitments. 
 (a) The Company may, by written notice to the Agent from time to time, request Incremental Term Commitments and/or Incremental Revolving Credit Commitments, as applicable, in an amount not to exceed
the Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders (which may include any existing Lender) willing to provide such Incremental Term Advances and/or Incremental Revolving Credit
Advances, as the case may be, in their sole discretion; provided, that each Incremental Term Lender and/or Incremental Revolving Credit Lender (which is not an existing Lender) shall be subject to the approval requirements of
Section 9.07. Such notice shall set forth (A) the amount of the Incremental Term Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum
amount of $25,000,000 or equal to the remaining Incremental Amount), (B) the date on which such Incremental Term Commitments and/or Incremental Revolving Credit Commitments are requested to become effective (the “Increased Amount
Date”) and 

  
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(C) (i) whether such Incremental Term Commitments are to be commitments to make term advances (“Other Term Advances”) and/or (ii) whether such
Incremental Revolving Credit Commitments are to be Revolving Credit Commitments or commitments to make revolving advances with pricing and/or amortization terms different from the Revolving Credit Advances (“Other Revolving Credit
Advances”). 
 (b) The applicable Borrower and such other Loan Parties as may be required with respect to such
Incremental Term Commitment or Incremental Revolving Credit Commitment and each Incremental Term Lender and/or Incremental Revolving Credit Lender shall execute and deliver to the Agent an Incremental Assumption Agreement, guarantor
acknowledgments and consents, Notes (if requested in advance by the applicable Lenders) and such other closing or corporate documentation as the Agent (acting at the direction of the applicable Incremental Lenders) shall reasonably request. Each
Incremental Assumption Agreement shall specify the terms of the Incremental Term Advances and/or Incremental Revolving Credit Advances to be made thereunder, and shall be made (x) on terms and conditions agreed to by the applicable
Borrower and the applicable Incremental Lenders, and in a form that is reasonably acceptable to the Agent; provided, that (i) the Other Term Advances and Other Revolving Facility Advances shall rank pari passu in right of payment
and of security with the Term Advances and Revolving Credit Advances, as applicable, (ii) the final maturity date of (A) any Other Term Advances shall be no earlier than the Latest Scheduled Term Loan Termination Date and
(B) any Other Revolving Facility Advances shall be no earlier than the scheduled Termination Date applicable to the Revolving Credit Facilities (under clause (a)(i) of the definition of “Termination Date”),
(iii) the weighted average life to maturity of any Other Term Advances shall be no shorter than the longest remaining weighted average life to maturity of any Term Facility outstanding immediately prior to the execution and delivery of
such Incremental Assumption Agreement, (iv) the Other Revolving Facility Advances shall require no scheduled amortization or mandatory commitment reductions prior to the scheduled Termination Date applicable to the Revolving Credit Facilities
(under clause (a)(i) of the definition of “Termination Date”), (v) no Default shall have occurred and be continuing or would result from such Incremental Term Advances and/or Incremental Revolving Credit Advances
and (vi) until the date that is twelve months after the Second Restatement Effective Date, in the event that the Applicable Margin for any Other Term Advances or Other Revolving Facility Advances is more than 50 basis points greater
than the Applicable Margin for the Term Advances or Revolving Credit Advances, as applicable, then the Applicable Margin for the Term Advances or Revolving Credit Advances, as applicable, shall be increased to the extent necessary so that
the Applicable Margin for the Other Term Advances or Other Revolving Facility Advances is no more than 50 basis points greater than the Applicable Margin for the Term Advances or Revolving Credit Advances, as applicable; provided
further, that in determining the Applicable Margin applicable to the Term Advances, Revolving Credit Advances, Other Term Advances and Other Revolving Credit Advances, (x) original issue discount (“OID”) or
upfront fees (which shall be deemed to constitute like amounts of OID) payable by such Borrower to the Lenders in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the arrangers (or their affiliates) of such loans shall be excluded. The Agent shall promptly notify each Lender as to the
effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary
to 

  
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reflect the existence and terms of the Incremental Term Commitments and/or Incremental Revolving Credit Commitments evidenced thereby. Any such deemed amendment may be memorialized in
writing by the Agent with the Company’s consent (not to be unreasonably withheld, delayed or conditioned) and furnished to the other Persons then party to this Agreement. 
 (c) Notwithstanding the foregoing, no Incremental Term Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.04 unless (i) on the date of
such effectiveness, the representations and warranties set forth in Section 4.01 shall be true and correct and the Agent (acting at the direction of the applicable Incremental Lenders) shall have received a certificate to that effect
dated such date and executed by a Responsible Officer of the applicable Borrower, (ii) the Agent shall have received legal opinions, board resolutions and other closing certificates and documentation as required by the relevant Incremental
Assumption Agreement and consistent with those delivered on the Closing Date under Section 3.01 and such additional documents and filings (including amendments to the Mortgages and other Collateral Documents and title endorsement
bringdowns) as the Agent may reasonably require to assure that the Incremental Term Advances and/or Incremental Revolving Facility Advances are secured by the Collateral ratably with the existing Term Advances and Revolving Credit
Advances, and (iii) the Borrowers would be in Pro Forma Compliance, calculated as of the last day of the most recently ended fiscal quarter for which financial statements delivered under Section 5.01(a)(i) are available, determined on
a Pro Forma Basis giving effect to such Incremental Term Commitment and/or Incremental Revolving Credit Commitments (assuming for such purpose that any such Incremental Revolving Credit Commitments are fully drawn) and the Advances to be made
thereunder and the application of the proceeds therefrom as if made and applied on such date. 
 (d) Each of the parties hereto
hereby agrees that the Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Advances and/or Incremental Revolving Facility Advances (other than Other Term Advances or Other Revolving Credit
Advances), when originally made, are included in each Borrowing of outstanding Term Advances or Revolving Facility Advances on a pro rata basis. 
 SECTION 2.05 Fees. (a) Commitment Fee. The Company will pay, or will cause another Borrower to pay (with regard to the JPY Borrower, to the extent permitted by Japanese Law, if
applicable), to the Agent for the account of each Revolving Credit Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), three Business Days after the last day of March, June, September and December in
each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the
Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.30% per annum initially
and, after delivery of the financial statements for the fiscal quarter ending September 30, 2014, pursuant to Section 5.01(a)(ii), at the applicable percentage per annum indicated in the pricing grid described in the definition of
“Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any US Revolving Lender’s Commitment Fee, the outstanding
Swing Line Advances during the 

  
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period for which such US Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the
Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility. 
 (b) Letter of
Credit Fees. (i) The Company will pay, or will cause another Borrower to pay (with regard to the JPY Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Credit Lender a
commission on such Revolving Credit Lender’s Ratable Share of the actual daily aggregate Available Amount of all Letters of Credit under each Revolving Credit Facility issued and outstanding from time to time at a rate per annum equal to the
Applicable Margin for Eurocurrency Rate Advances for Revolving Credit Advances in effect from time to time during each calendar quarter, payable in arrears quarterly within three Business Days after the last day of each March, June,
September and December, commencing with the quarter ended December 31, 2011, and on the Termination Date (pursuant to clause (a) of the definition of “Termination Date”) and thereafter payable upon demand.

 (ii) The Company will pay (with regard to the JPY Borrower, to the extent permitted by Japanese Law, if
applicable), or will cause another Borrower to pay, to the respective Issuing Bank, for its own account, (x) a fronting fee equal to 0.125% per annum on the aggregate face amount of each Letter of Credit issued by such Issuing Bank under
the applicable Revolving Credit Facility and (y) other customary administrative, issuance, amendment and other charges. 

(c) Agent’s Fees. The Company will pay (with regard to the JPY Borrower, to the extent permitted by Japanese Law, if
applicable), or will cause another Borrower to pay, to the Agent for its own account such fees as may from time to time be agreed between the Company and the Agent. 
 (d) Defaulting Lender. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender shall not be entitled to any fees accruing
during such period pursuant to Section 2.19(b)(iii) and this Section 2.05 (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees), provided
that (a) to the extent that a portion of the L/C Exposure or Swing Line Exposure of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.19(a), such fees
that would have accrued for the benefit of such Defaulting Lender shall instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective
Commitments, and (b) to the extent of any portion of such L/C Exposure or Swing Line Exposure that cannot be so reallocated such fees shall instead accrue for the benefit of and be payable to the Issuing Banks and the Swing Line Bank as their
interests appear (and the pro rata payment provisions of Section 2.19(b) shall automatically be deemed adjusted to reflect the provisions of this Section). 

SECTION 2.06 Termination or Reduction of the Commitments. (a) Optional. The Company shall have the right, upon at
least three Business Days’ notice to the Agent, to terminate in whole or permanently reduce, ratably among the Revolving Credit Lenders under the applicable Revolving Credit Facility (except as otherwise permitted by Section 2.19),
the respective Unused Revolving Credit Commitments of such Lenders, provided that each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. 

  
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 (b) Mandatory. 

(i) The aggregate Term Commitments under each Term Facility shall be automatically and permanently reduced to
zero on the date of the Borrowings in respect of such Facility. 
 (ii) If, after giving effect to any reduction
or termination of US Revolving Credit Commitments under this Section 2.06, the aggregate amount of the US Letter of Credit Sublimit plus the Swing Line Sublimit exceeds the total amount of the US Revolving Credit Facility at such time,
then the US Letter of Credit Sublimit and/or the Swing Line Sublimit shall be automatically reduced by the amount of such excess (provided, that the Company may determine the allocation of reductions between the US Letter of Credit Sublimit
and/or the Swing Line Sublimit, except to the extent that its ability to reduce the US Letter of Credit Sublimit is limited by outstanding Letters of Credit and/or Unpaid Drawings). 

(iii) If, after giving effect to any reduction or termination of Multicurrency Revolving Credit Commitments under this
Section 2.06, the aggregate amount of the Multicurrency Letter of Credit Sublimit exceeds the total amount of the Multicurrency Revolving Credit Facility at such time, then the Multicurrency Letter of Credit Sublimit shall be
automatically reduced by the amount of such excess. 
 (c) Termination of Defaulting Lender. The Company may terminate the
unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of
Section 2.19(b) will apply to all amounts thereafter paid by the Company for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided
that (i) no Event of Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Agent, the Issuing Banks, the Swing Line Bank or any Lender may have
against such Defaulting Lender. 
 SECTION 2.07 Repayment of Advances. (a)

(i) Term A Advances. The Company shall repay to the Term A Lenders, in Dollars, the aggregate principal
amount of all Term A Advances outstanding on the following dates (or, if such day is not a Business Day, the next preceding Business Day) in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the
application of prepayments in accordance with the order or priority set forth in Section 2.11): 

  
 71 










			
	 Date
	  	 Principal Amortization Payment (shown as a %
of
 Original Principal Amount)

	September 30, 2014	  	0.00%
	December 31, 2014	  	0.00%
	March 31, 2015	  	0.00%
	June 30, 2015	  	0.00%
	September 30, 2015	  	0.00%
	December 31, 2015	  	0.00%
	March 31, 2016	  	0.00%
	June 30, 2016	  	0.00%
	September 30, 2016	  	1.25%
	December 31, 2016	  	1.25%
	March 31, 2017	  	1.25%
	June 30, 2017	  	1.25%
	September 30, 2017	  	1.25%
	December 31, 2017	  	1.25%
	March 31, 2018	  	1.25%
	June 30, 2018	  	1.25%
	September 30, 2018	  	1.25%
	December 31, 2018	  	1.25%
	March 31, 2019	  	1.25%
	June 30, 2019	  	1.25%
	July 25, 2019	  	Outstanding Principal Amount
		  	  

	Total:	  	100.00%
		  	  


 provided, however, that the final principal repayment installment of the Term A
Advances shall be repaid on the Termination Date applicable to the Term A Facility (under clause (b) of the definition of “Termination Date”) and in any event shall be in an amount equal to the aggregate principal
amount of all Term A Advances outstanding on such date. 
 (ii) CDN Term A Advances. The CDN
Borrower shall repay, or cause to be repaid, to the CDN Term A Lenders, in CDN, the aggregate principal amount of all CDN Term A Advances outstanding on the following dates (or, if such day is not a Business Day, the next preceding
Business Day) in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order or priority set forth in Section 2.11): 

 

			
	 Date
	  	 Principal Amortization Payment (shown as a %
of
 Original Principal Amount)

	September 30, 2014	  	0.00%
	December 31, 2014	  	0.00%
	March 31, 2015	  	0.00%
	June 30, 2015	  	0.00%


  
 72 










			
	 Date
	  	 Principal Amortization Payment (shown as a %
of
 Original Principal Amount)

	September 30, 2015	  	0.00%
	December 31, 2015	  	0.00%
	March 31, 2016	  	0.00%
	June 30, 2016	  	0.00%
	September 30, 2016	  	1.25%
	December 31, 2016	  	1.25%
	March 31, 2017	  	1.25%
	June 30, 2017	  	1.25%
	September 30, 2017	  	1.25%
	December 31, 2017	  	1.25%
	March 31, 2018	  	1.25%
	June 30, 2018	  	1.25%
	September 30, 2018	  	1.25%
	December 31, 2018	  	1.25%
	March 31, 2019	  	1.25%
	June 30, 2019	  	1.25%
	July 25, 2019	  	Outstanding Principal Amount
		  	  

	Total:	  	100.00%
		  	  


 provided, however, that the final principal repayment installment of the CDN Term A
Advances shall be repaid on the Termination Date applicable to the CDN Term A Facility (under clause (b) of the definition of “Termination Date”) and in any event shall be in an amount equal to the aggregate principal
amount of all CDN Term A Advances outstanding on such date. 
 (iii) JPY Term A-1 Advances. The
JPY Borrower shall repay, or cause to be repaid, to the JPY Term A-1 Lenders, in JPY, the aggregate principal amount of all JPY Term A-1 Advances outstanding on the following dates (or, if such day is not a Business Day, the next preceding
Business Day) in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order or priority set forth in Section 2.11): 

 

			
	 Date
	  	 Principal Amortization Payment (shown as a %
of
 Original Principal Amount)

	September 30, 2014	  	0.00%
	December 31, 2014	  	0.00%
	March 31, 2015	  	0.00%
	June 30, 2015	  	0.00%
	September 30, 2015	  	0.00%
	December 31, 2015	  	0.00%
	March 31, 2016	  	0.00%
	June 30, 2016	  	0.00%


  
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	 Date
	  	 Principal Amortization Payment (shown as a %
of
 Original Principal Amount)

	September 30, 2016	  	1.25%
	December 31, 2016	  	1.25%
	March 31, 2017	  	1.25%
	June 30, 2017	  	1.25%
	September 30, 2017	  	1.25%
	December 31, 2017	  	1.25%
	March 31, 2018	  	1.25%
	June 30, 2018	  	1.25%
	September 30, 2018	  	1.25%
	December 31, 2018	  	1.25%
	March 31, 2019	  	1.25%
	June 30, 2019	  	1.25%
	July 25, 2019	  	Outstanding Principal Amount
		  	  

	Total:	  	100.00%
		  	  


 provided, however, that the final principal repayment installment of the JPY Term A-1
Advances shall be repaid on the Termination Date applicable to the JPY Term A-1 Facility (under clause (b) of the definition of “Termination Date”) and in any event shall be in an amount equal to the aggregate
principal amount of all JPY Term A-1 Advances outstanding on such date. 
 (iv) Euro Term A
Advances. The Euro TLA Borrowers shall repay, or cause to be repaid, to the Euro Term A Lenders, in Euros, the aggregate principal amount of all Euro Term A Advances outstanding on the following dates (or, if such day is not a Business
Day, the next preceding Business Day) in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order or priority set forth in
Section 2.11): 
  

			
	 Date
	  	 Principal Amortization Payment (shown as a %
of
 Original Principal Amount)

	September 30, 2014	  	0.00%
	December 31, 2014	  	0.00%
	March 31, 2015	  	0.00%
	June 30, 2015	  	0.00%
	September 30, 2015	  	0.00%
	December 31, 2015	  	0.00%
	March 31, 2016	  	0.00%
	June 30, 2016	  	0.00%
	September 30, 2016	  	1.25%
	December 31, 2016	  	1.25%
	March 31, 2017	  	1.25%
	June 30, 2017	  	1.25%


  
 74 










			
	 Date
	  	 Principal Amortization Payment (shown as a %
of
 Original Principal Amount)

	September 30, 2017	  	1.25%
	December 31, 2017	  	1.25%
	March 31, 2018	  	1.25%
	June 30, 2018	  	1.25%
	September 30, 2018	  	1.25%
	December 31, 2018	  	1.25%
	March 31, 2019	  	1.25%
	June 30, 2019	  	1.25%
	July 25, 2019	  	Outstanding Principal Amount
		  	  

	Total:	  	100.00%
		  	  


 provided, however, that the final principal repayment installment of the Euro Term A
Advances shall be repaid on the Termination Date applicable to the Euro Term A Facility (under clause (b) of the definition of “Termination Date”) and in any event shall be in an amount equal to the aggregate
principal amount of all Euro Term A Advances outstanding on such date. 
 (v) Sterling Term A
Advances. The Sterling Borrower shall repay, or cause to be repaid, to the Sterling Term A Lenders, in Sterling, the aggregate principal amount of all Sterling Term A Advances outstanding on the following dates (or, if such day is not
a Business Day, the next preceding Business Day) in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order or priority set forth in
Section 2.11): 
  

			
	 Date
	  	 Principal Amortization Payment (shown as a %
of
 Original Principal Amount)

	September 30, 2014	  	0.00%
	December 31, 2014	  	0.00%
	March 31, 2015	  	0.00%
	June 30, 2015	  	0.00%
	September 30, 2015	  	0.00%
	December 31, 2015	  	0.00%
	March 31, 2016	  	0.00%
	June 30, 2016	  	0.00%
	September 30, 2016	  	1.25%
	December 31, 2016	  	1.25%
	March 31, 2017	  	1.25%
	June 30, 2017	  	1.25%
	September 30, 2017	  	1.25%
	December 31, 2017	  	1.25%
	March 31, 2018	  	1.25%


  
 75 










			
	 Date
	  	 Principal Amortization Payment (shown as a %
of
 Original Principal Amount)

	June 30, 2018	  	1.25%
	September 30, 2018	  	1.25%
	December 31, 2018	  	1.25%
	March 31, 2019	  	1.25%
	June 30, 2019	  	1.25%
	July 25, 2019	  	Outstanding Principal Amount
		  	  

	Total:	  	100.00%
		  	  


 provided, however, that the final principal repayment installment of the Sterling
Term A Advances shall be repaid on the Termination Date applicable to the Sterling Term A Facility (under clause (b) of the definition of “Termination Date”) and in any event shall be in an amount equal to the
aggregate principal amount of all Sterling Term A Advances outstanding on such date. 
 (vi) Brazilian
Term A Advances. The Brazilian Term Borrower shall repay, or cause to be repaid, to the Brazilian Term A Lenders, in Dollars, the aggregate principal amount of all Brazilian Term A Advances, to the extent drawn on the Brazilian
Facility Effective Date, outstanding on the following dates (or, if such day is not a Business Day, the next preceding Business Day) in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the
application of prepayments in accordance with the order or priority set forth in Section 2.11): 
  

			
	 Date
	  	 Principal Amortization Payment (shown as a %
of
 Original Principal Amount)

	September 30, 2014	  	0.00%
	December 31, 2014	  	0.00%
	March 31, 2015	  	0.00%
	June 30, 2015	  	0.00%
	September 30, 2015	  	0.00%
	December 31, 2015	  	0.00%
	March 31, 2016	  	0.00%
	June 30, 2016	  	0.00%
	September 30, 2016	  	1.25%
	December 31, 2016	  	1.25%
	March 31, 2017	  	1.25%
	June 30, 2017	  	1.25%
	September 30, 2017	  	1.25%
	December 31, 2017	  	1.25%
	March 31, 2018	  	1.25%
	June 30, 2018	  	1.25%
	September 30, 2018	  	1.25%
	December 31, 2018	  	1.25%


  
 76 










			
	 Date
	  	 Principal Amortization Payment (shown as a %
of
 Original Principal Amount)

	March 31, 2019	  	1.25%
	June 30, 2019	  	1.25%
	July 25, 2019	  	Outstanding Principal Amount
		  	  

	Total:	  	100.00%
		  	  


 provided, however, that the final principal repayment installment of the Brazilian
Term A Advances shall be repaid on the Termination Date applicable to the Brazilian Term A Facility (under clause (b) of the definition of “Termination Date”) and in any event shall be in an amount equal to the
aggregate principal amount of all Brazilian Term A Advances outstanding on such date. 
 (vii) Short
Term A Advances. The Short Term A Advances shall be repaid on the Termination Date applicable to the Short Term A Facility (under clause (c) of the definition of “Termination Date”) and in any event
shall be in an amount equal to the aggregate principal amount of all Short Term A Advances outstanding on such date. 
 (b)
[Reserved]. 
 (c) US Revolving Credit Advances. Each Borrower thereunder shall repay to the Agent for the ratable
account of the US Revolving Lenders on the Termination Date applicable to the US Revolving Credit Facility (under clause (a) of the definition of “Termination Date”), in Dollars the aggregate principal amount of the
Revolving Credit Advances made to it and then outstanding. 
 (d) Multicurrency Revolving Credit Advances. Each
Multicurrency Borrower thereunder shall repay to the Agent for the ratable account of the Multicurrency Revolving Lenders on the Termination Date applicable to the Multicurrency Revolving Credit Facility (under clause (a) of the
definition of “Termination Date”) the aggregate principal amount of the Multicurrency Revolving Credit Advances made to it and then outstanding; provided, that each Multicurrency Revolving Credit Advance shall be repaid in the
Committed Currency in which such Multicurrency Revolving Credit Advance was borrowed. 
 (e) Swing Line Advances. Each
Borrower of a Swing Line Borrowing shall repay to the Agent for the account of (i) the Swing Line Bank and (ii) each other US Revolving Lender which has made a Swing Line Advance by purchase from the Swing Line Bank pursuant to
Section 2.02(b), in Dollars, the outstanding principal amount of each Swing Line Advance made to such Borrower on the Swing Line Advance Maturity Date specified in the applicable Notice of Swing Line Borrowing. 

(f) Incremental Advances. In the event that any Incremental Advances are made on an Increased Amount Date, the applicable Borrower
shall repay such Incremental Advances on the dates and in the amounts set forth in the Incremental Assumption Agreement. 

  
 77 









 (g) Letter of Credit Reimbursements. The obligation of any Borrower under this
Agreement, any Letter of Credit Agreement and any other agreement or instrument, in each case, to reimburse a drawing under a Letter of Credit, or to repay any Revolving Credit Advance that results from payment of a drawing under a Letter of Credit,
shall in any event be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without
limitation, the following circumstances (it being understood that any such payment by such Borrower is without prejudice to, and does not constitute a waiver of, any rights such Borrower might have or might acquire as a result of the payment by any
Issuing Bank of any draft or the reimbursement by such Borrower thereof): 
 (i) any lack of validity or
enforceability of this Agreement, any Note, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (all of the foregoing being, collectively, the “L/C Related Documents”);

 (ii) any change in the time, manner or place of payment of any Letter of Credit; 

(iii) the existence of any claim, set-off, defense or other right that any
Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing Bank, the Agent, any Lender or any other Person, whether
in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction; 

(iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in
any respect or any statement therein being untrue or inaccurate in any respect; 
 (v) payment by any Issuing
Bank under a Letter of Credit against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; 
 (vi) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any
of the obligations of any Borrower in respect of the L/C Related Documents; or 
 (vii) any other circumstance or
happening whatsoever, whether or not similar to any of the foregoing that might, but for the provisions of this Section, constitute a legal or equitable discharge of a Borrower’s obligations hereunder. 

(h) Application of Payments. Subject to Section 2.19, prepayments from: 

(i) Except as otherwise provided in Section 2.11(c), all Net Cash Proceeds pursuant to
Section 2.11(b)(ii) and Excess Cash Flow pursuant to Section 2.11(b)(iii) to be applied to prepay Term Advances shall be applied to reduce the remaining scheduled amortization payments (in any order of
maturity) of the Term A 

  
 78 









 
Advances, CDN Term A Advances, JPY Term A-1 Advances, Euro Term A Advances, Sterling Term A Advances, Brazilian Term A Advances or Short Term A Advances, as directed
by the Company in its sole discretion; provided that such optional prepayments will be applied on a pro rata basis within each of the Term Facilities selected by the Borrower in its sole discretion as provided for above; and 

(ii) any optional prepayments of the Term Advances pursuant to Section 2.11(a) shall be applied to
reduce the remaining scheduled amortization payments of the Term A Advances, CDN Term A Advances, JPY Term A-1 Advances, Euro Term A Advances, Sterling Term A Advances, Brazilian Term A Advances or Short Term A
Advances, as directed by the Company in its sole discretion, provided that such optional prepayments will be applied on a pro rata basis within each of the selected Term Facilities. 

(i) Notwithstanding anything to the contrary in this Agreement, no Excluded Foreign Subsidiary shall be obligated to repay any Advance or
loan made to the Company or any of its Domestic Subsidiaries or any other obligation of the Company or any of its Domestic Subsidiaries. 
 SECTION 2.08 Interest on Advances. (a) Scheduled Interest. Each Borrower shall pay interest (computed in accordance with Section 2.14) on the unpaid principal amount of each
Advance owing by it to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum: 
 (i) Base Rate Advances. During such periods as such Advance is a Base Rate Advance and for each Swing Line Advance, a rate per annum equal at all times to the sum of (x) the Base Rate in
effect from time to time plus (y) the Applicable Margin in effect from time to time, payable in arrears (A) in the case of a Base Rate Advance that is not a Swing Line Advance, quarterly on the last Business Day of each March, June,
September and December or (B) in the case of a Base Rate Advance that is a Swing Line Advance, on the date such Swing Line Advance shall be paid in full, in each case payable in Dollars. 

(ii) Eurocurrency Rate Advances. During such periods as such Advance is a Eurocurrency Rate Advance, a rate per
annum equal at all times during each Interest Period for such Advance to the sum of (x) the Eurocurrency Rate for such Interest Period for such Advance plus (y) the Applicable Margin in effect from time to time, payable in arrears
on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the
date such Eurocurrency Rate Advance shall be Converted or paid in full, in each case payable in the Committed Currency (or other Foreign Currency, as applicable) in which the applicable Advance was borrowed. 

(b) Default Interest. If all or a portion of (i) the principal amount of any Advance or (ii) any interest payable thereon
shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per 

  
 79 









 
annum which is the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.08 plus 2.00% per annum from the date of such
non-payment until such amount is paid in full. If all or a portion of any fee or other amount payable under this Agreement that is not specified in clause (i) or (ii) above shall not be paid when due, then such amount shall bear
interest at a rate per annum equal to the rate per annum then required to be paid on Base Rate Advances plus 2.00% from the date of such non-payment until such amount is paid in full. For purposes of this Agreement, principal shall be
“overdue” only if not paid in accordance with the provisions of Section 2.07. 
 SECTION 2.09
Interest Rate Determination. (a) The Agent shall give prompt notice to the Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.08(a)(i) or (ii). 

(b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain
matching deposits in the applicable currency in the London inter-bank market at or about 11:00 A.M. (London, England time) on the second Business Day before the making of a Borrowing in sufficient amounts
to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or
maintaining their respective Eurocurrency Rate Advances in the applicable currency for such Interest Period, the Agent shall forthwith so notify each Borrower and the Lenders, whereupon (A) the Borrower of such Eurocurrency Rate Advances in
such currency will, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances
and (2) if such Eurocurrency Rate Advances are denominated in a Committed Currency or other Foreign Currency (other than Dollars), either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and
Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances in such currency shall be suspended until the Agent shall notify each Borrower
and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the applicable Borrower may elect, by notice to the Agent and the
Lenders, to continue such Advances in such Committed Currency or other Foreign Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus,
for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to
the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). 
 (c) If any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period”
in Section 1.01, the Agent will forthwith so notify such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are
denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency or other Foreign Currency (other than Dollars), be exchanged for an Equivalent amount of Dollars and
Convert into Base Rate Advances. 
 (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances
comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and
(ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency or other Foreign Currency (other than Dollars), be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. 

  
 80 









 (e) Upon the occurrence and during the continuance of any Event of Default, upon the request
of the Required Lenders, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate
Advance and (B) if such Eurocurrency Rate Advance is denominated in a Committed Currency or other Foreign Currency (other than Dollars), be exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance and
(ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be automatically suspended. 
 (f) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a
360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by
360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. 

(g) If any provision of this Agreement would oblige the CDN Borrower to make any payment of interest or other amount payable to
any Lender in an amount or calculated at a rate which would be prohibited by applicable Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal
Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so
result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows (i) first, by reducing the amount or rate of
interest required to be paid to the affected Lender under Section 2.08 and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute
interest for purposes of section 347 of the Criminal Code (Canada). 
 SECTION 2.10 Optional
Conversion of Advances. Each Borrower may on any Business Day, upon notice given to the Agent (x) not later than (I) 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion in
the case of conversion of Base Rate Advances to Eurocurrency Rate Advances denominated in Dollars and (II) 12:00 P.M. (New York City time) on the fourth Business Day prior to the date of the 

  
 81 









 
proposed Conversion in the case of conversion of Base Rate Advances to Eurocurrency Rate Advances denominated in any Foreign Currency, and each subject to the provisions of
Sections 2.09 and 2.13, and (y) not later than 12:00 P.M. (New York City time) on the date of the proposed conversion in the case of conversion of Eurocurrency Rate Advances to Base Rate Advances, Convert all Advances
denominated in Dollars of one Type comprising the same Borrowing into Advances denominated in Dollars of the other Type (provided, however, that the Conversion of Eurocurrency Rate Advances into Base Rate Advances made on any date
other than the last day of an Interest Period for such Eurocurrency Rate Advances shall be subject to the payment by the Borrowers of breakage and other costs pursuant to Section 9.04(c)), any Conversion of Base Rate Advances into Eurocurrency
Rate Advances shall be in an amount not less than the Eurocurrency Rate Borrowing Minimum or the Eurocurrency Rate Borrowing Multiple in excess thereof and no Conversion of any Advances shall result in more separate Borrowings than permitted under
Section 2.02(a). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Dollar denominated Advances to be Converted, and (iii) if such Conversion
is into Eurocurrency Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower requesting such Conversion. 

SECTION 2.11 Prepayments of Term Advances, Revolving Credit Advances and Swing Line Advances. (a) Optional.
Each Borrower may, upon notice no later than (I) 12:00 P.M. (New York City time) on the third Business Day prior to the date of such prepayment consisting of Eurocurrency Rate Advances denominated in Dollars, (II) 12:00 P.M. (New York City
time) on the fourth Business Day prior to the date of such prepayment consisting of Eurocurrency Rate Advances denominated in any Foreign Currency, and (III) 12:00 P.M. (New York City time) on the date of such prepayment consisting of Base Rate
Advances (which notice shall, in each case, be revocable by the applicable Borrower only to the extent that such prepayment notice stated that such prepayment was conditioned upon the effectiveness of other credit facilities or issuances of
securities, in which case such notice may be revoked by the applicable Borrower (by written notice from the Company to the Agent on or prior to the specified effective date) if such condition to prepayment is or will not be
satisfied) to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Term Advances comprising part of the same
Term Borrowing, Revolving Credit Advances comprising part of the same Revolving Credit Borrowing or Swing Line Advances comprising part of the same Swing Line Borrowing in whole or ratably in part, together with accrued interest to the date of
such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of (A) not less than $1,000,000 or a whole multiple of $100,000 in excess thereof
in the case of a Term Advance, (B) not less than the Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in excess thereof in the case of Revolving Credit Advances or (V) not less than $500,000 or an integral
multiple thereof in the case of Swing Line Advances and (y) in the event of any such prepayment of a Eurocurrency Rate Advance, other than on the last day of an Interest Period thereunder, the Borrower making such prepayment shall be obligated
to reimburse the Lenders in respect thereof pursuant to Section 9.04(c). 

  
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 (b) Mandatory. (i) If, on any date, the Agent notifies the Company that, on any
interest payment date, the sum of (A) the sum of aggregate principal amount of all Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus
(B) the Equivalent in Dollars (determined on the second Business Day prior to such interest payment date) of the sum of the aggregate principal amount of all Advances denominated in Foreign Currencies plus the aggregate Available Amount
of all Letters of Credit denominated in Foreign Currencies then outstanding, exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such date, the Company and each other Borrower shall, as soon as practicable and in any event
within three Business Days after receipt of such notice, prepay or cause to be prepaid the outstanding principal amount of any Advances owing by the Borrowers in an aggregate amount (or deposit an amount in the L/C Cash Deposit Account) sufficient
to reduce such sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the amount in the L/C Cash Deposit Account) to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on
such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid. The Agent shall give prompt notice of any prepayment required under this Section 2.11(b) to the
Company and the Lenders, and shall provide prompt notice to the Company of any such notice of required prepayment received by it from any Lender. 
 (ii) The Company shall, within five Business Days (or in the case of any Indebtedness incurred pursuant to Section 5.02(b)(xiv), ten Business Days) of receipt by the Company or any Restricted
Subsidiary of Net Cash Proceeds arising from (A) any Asset Disposition in respect of a sale or other disposition of any property or assets of the Company or any such Restricted Subsidiary but excluding any Asset Disposition permitted by
Sections 5.02(e)(ii), (iv) through (vii), (ix), (xi), (xv) and (xvi) (B) any Insurance and Condemnation Event with respect to any property of the Company or any Restricted
Subsidiary in excess of $10,000,000 or (C) the issuance or incurrence of Indebtedness by the Company or any Restricted Subsidiary (other than Indebtedness permitted by Section 5.02(b), except as provided in
subsection (b)(xi) or (b)(xiv) thereof), immediately pay or cause to be paid to the Agent for the account of the Lenders an amount equal to 100% of such Net Cash Proceeds; provided, however, that, so long as no Event
of Default shall have occurred and be continuing the Company may, upon any such receipt of proceeds referred to in clause (A) or (B), reinvest such Net Cash Proceeds in the business of the Company or any Subsidiary, within
the earlier of (I) the last Termination Date scheduled to occur under the definition thereof and (II) the later of (A) 12 months following the date of receipt of such Net Cash Proceeds and (B) 18 months following the date of
receipt of such Net Cash Proceeds if the Company or such Restricted Subsidiary has committed to reinvest such proceeds within such 12 month period referred to in clause (A). 

(iii) Not later than 90 days after the end of each Excess Cash Flow Period, the Company shall calculate Excess Cash
Flow for such Excess Cash Flow Period and an amount equal to the excess, if any, of (A) 50% of such Excess Cash Flow over (B) the sum of (1) the aggregate principal amount of voluntary prepayments of Term Advances
pursuant to Section 2.11(a) and (2) permanent voluntary reductions of Revolving Facility Commitments pursuant to Section 2.06(a), in each case, during the period from the beginning of such Excess Cash Flow Period to
the date of payment of Excess Cash Flow for such Excess Cash Flow Period (but excluding any such 

  
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prepayments or reductions which reduce the payment due under this subsection in respect of any preceding Excess Cash Flow Period), shall be applied to prepay Term Advances in accordance
with Section 2.07(h); provided, that the foregoing percentage shall be reduced to (i) 25% if the Net Total Leverage Ratio is equal to or less than 3.50:1.00 but greater than 2.50:1.00 and (ii) 0% if the Net Total
Leverage Ratio is equal to or less than 2.50:1.00, provided, further, that to the extent any Term Advance is prepaid at a discount to par, for purpose of this subsection (b)(iii), the amount of such prepayment shall be the
actual amount of cash expended for such prepayment and not the face amount of such Term Advance; provided, further, that notwithstanding the foregoing, no Excess Cash Flow prepayments shall be required pursuant to this
clause 2.11(b)(ii) with respect to each Excess Cash Flow Period if, on the last day of such Excess Cash Flow Period, the Company’s senior secured indebtedness has a credit ratings of BB+ or better from S&P and Ba1 or better
from Moody’s, in each case with no negative outlook or negative watch. 
 (iv) Each prepayment made pursuant
to this Section 2.11(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance on a date other than the last
day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). The Agent shall give prompt notice of any
prepayment required under this Section 2.11(b) to the Company and the Lenders. 
 (c) Notwithstanding anything
to the contrary contained in this Section 2.11 or any other provision of this Agreement, the Company may prepay any outstanding Term Advances at a discount to par pursuant to one or more auctions (each, an
“Auction”) on the following basis (any such prepayment, an “Auction Prepayment”): 
 (i) All Term Lenders (other than Defaulting Lenders) with respect to the applicable Term Facility shall be permitted (but not required) to participate in each Auction. Any such Lender who elects
to participate in an Auction may choose to offer all or part of such Lender’s Term Advance of the applicable Term Facility for prepayment. 
 (ii) Each Auction Prepayment shall be subject to the conditions that (A) the Agent shall have received a certificate to the effect that (I) immediately prior to and after giving effect to the
Auction Prepayment, no Default shall have occurred and be continuing, (II) as of the date of the Auction Notice (as defined in Exhibit M), the Company is not in possession of any material non-public information with respect to the
Company or any of its Subsidiaries that either (x) has not been disclosed to the Lenders (other than Lenders that do not wish to receive material non-public information with respect to the applicable Borrower or any of its Restricted
Subsidiaries) prior to such date or (y) if not disclosed to the Lenders, could reasonably be expected to have a Material Adverse Effect upon, or otherwise be material to, (1) a Lender’s decision to participate in any Auction or
(2) the market price of the Term Advances subject to such Auction, and (III) each of the conditions to such Auction Prepayment has been satisfied, (B) each offer of prepayment made pursuant to this
Section 2.11(c) must be in an amount not less than 

  
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$1,000,000, (C) no Auction Prepayment shall be made from the proceeds of any Revolving Credit Advance or Swing Line Advance, and (D) any Auction Prepayment shall be offered to all
Lenders with Term Advances on a pro rata basis. 
 (iii) All Term Advances prepaid by the Company
pursuant to this Section 2.11(c) shall be accompanied by all accrued interest on the par principal amount so prepaid to, but not including, the date of the Auction Prepayment. Auction Prepayments shall not be subject to
Section 9.04(c). The par principal amount of Term Advances prepaid pursuant to this Section 2.11(c) shall be applied pro rata to reduce the remaining scheduled installments of principal thereof pursuant to
Section 2.07(a) through (d), as applicable. 
 (iv) The aggregate principal amount
(calculated on the face amount thereof) of all Term Advances so purchased by the Company shall automatically be cancelled and retired by the Company on the settlement date of the relevant purchase (and may not be resold). 

(v) Each Auction shall comply with the Auction Procedures and any such other procedures established by the Agent in its
reasonable discretion and agreed to by the Borrowers. 
 (vi) This Section 2.11(c) shall neither
(A) require the Company to undertake any Auction nor (B) limit or restrict the Company from making voluntary prepayments of Term Advances in accordance with Section 2.11(a). 

SECTION 2.12 Increased Costs. (a) If, after the date hereof, due to either (i) the introduction of or any change in
or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority including, without limitation, any agency of the European Union or similar monetary or
multinational authority (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (A) requests, rules, guidelines or directives issued in connection with the
Dodd-Frank Wall Street Reform and Consumer Protection Act and (B) 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, and in each case for both clauses (A) and (B), regardless of the date enacted, adopted or
issued), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Advances or agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for
purposes of this Section 2.12 any such increased costs resulting from (x) taxes other than taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or
capital attributable thereto and (y) Excluded Taxes), then the Company shall pay to the Agent for the account of such Lender (in accordance with Section 2.12(c)) additional amounts sufficient to compensate such Lender for such
increased cost. A certificate as to the amount of such increased cost, submitted to the Company and the Agent by such Lender, showing calculations in reasonable detail, shall be conclusive and binding for all purposes, absent manifest error.


  
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 (b) If any Lender determines that compliance with any law or regulation or any guideline or
request from any central bank or other Governmental Authority in each case made subsequent to the date hereof (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) requests, rules,
guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in
each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and
that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend or issue or participate in letters of credit hereunder and other commitments of this type, then, the Company shall pay to the Agent
for the account of such Lender, (in accordance with Section 2.12(c)) additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines
such increase in capital to be allocable to the existence of such Lender’s commitment to lend hereunder. A certificate as to such amounts submitted to the Company and the Agent by such Lender (which certificate shall, if the Company so
requests, include reasonably detailed calculations) shall be conclusive and binding for all purposes, absent manifest error. 

(c) The Company shall pay to the Agent for the account of the applicable Lender the amounts shown on any written notice delivered in
accordance with the final sentence of Section 2.12(a) and Section 2.12(b) within 30 days after receipt thereof; provided, that the Company shall not be required to compensate a Lender pursuant to this
Section 2.12 for any such increased costs or adjustments in capital adequacy or liquidity requirements incurred or suffered more than nine months prior to the date that such Lender notifies the Company and the Agent of the circumstances
giving rise to such increased costs or adjustments in capital adequacy requirements and of such Lender’s intention to claim compensation therefor; provided further that if the cause of such claim is retroactive in nature, then such nine
month period shall be extended to include such period of retroactivity. 
 SECTION 2.13 Illegality.
(a) Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other
Governmental Authority asserts that it is unlawful, for any Lender or its Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in Dollars or another Committed Currency or to fund or maintain
Eurocurrency Rate Advances in Dollars or another Committed Currency in Dollars or any Foreign Currency hereunder on the last day of the applicable Interest Period (or earlier if required by law, regulation or other Governmental Authority),
(i) each Eurocurrency Rate Advance in the applicable currency will automatically, upon such demand, Convert into a Base Rate Advance, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance,
and (B) if such Eurocurrency Rate Advance is denominated in any Foreign Currency, be exchanged into an Equivalent amount of Dollars and be Converted into a Base Rate Advance, and (ii) the obligation of the Lenders to make Eurocurrency Rate
Advances in such currency or to Convert Revolving Credit Advances into Eurocurrency Rate Advances in such currency shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer
exist. 

  
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 (b) If, in any applicable jurisdiction, the Agent or any Brazilian Term A Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Brazilian Term A Lender or its Applicable Lending Office to (i) perform its obligation to fund Brazilian Term A Advances hereunder
or (ii) issue, make, maintain, fund or charge interest with respect to any Brazilian Term A Advance, such Brazilian Term A Lender shall promptly notify the Agent, then, upon the Agent notifying the Company, and until such notice by such
Brazilian Term A Lender is revoked, any obligation of such Brazilian Term A Lender to issue, make, maintain, fund or charge interest with respect to any such Brazilian Term A Advance or other credit extension related thereto shall be suspended,
and to the extent required by applicable Law, cancelled. Upon receipt of such notice, the Loan Parties shall (A) repay that Brazilian Term A Lender’s participation in the Brazilian Term A Advances or other applicable Obligations
related to such Brazilian Term A Advances on the last day of the Interest Period for such Brazilian Term A Advances or such other Obligations (as applicable) occurring after the Agent has notified the Company or, if earlier, the date specified by
such Brazilian Term A Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by applicable Law) and (B) take all reasonable actions requested by such Brazilian Term A Lender to
mitigate or avoid such illegality. 
 SECTION 2.14 Payments and Computations. (a) Each Borrower shall make each
payment hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency), irrespective of any right of counterclaim or set-off, not later
than 12:00 P.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other
amounts relating to, Advances denominated in a Foreign Currency, irrespective of any right of counterclaim or set-off, not later than the Applicable Time (at the Payment Office for such Foreign Currency) on
the day when due in such Foreign Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or
interest, fees or commissions ratably (other than amounts payable pursuant to Section 2.12, 2.15 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the
payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in
respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between
themselves. 

  
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 (b) All computations of interest based on the Base Rate or the Australian Bill Rate shall be
made by the Agent on the basis of a year of 365 or 366 days, as the case may be, all computations of interest based on the Eurocurrency Rate or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Agent on
the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. 
 (c) Whenever any payment
hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, fee or
commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the
next preceding Business Day. 
 (d) Unless the Agent shall have received notice from any Borrower prior to the date on which any
payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause
to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent such Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on
demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at (i) the Federal Funds Rate in the
case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Foreign Currencies. 

(e) To the extent that the Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement
or any Note in currencies other than the currency or currencies required to enable the Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.14, the Agent shall be entitled to convert or exchange such
funds into Dollars or into a Foreign Currency or from Dollars to a Foreign Currency or from a Foreign Currency to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this
Section 2.14; provided that each Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Lender as a result of any conversion
or exchange of currencies affected pursuant to this Section 2.14(e) or as a result of the failure of the Agent to effect any such conversion or exchange; and provided further that each Borrower agrees to indemnify the Agent and
each Lender, and hold the Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in
accordance with this Section 2.14(e). 
 SECTION 2.15 Taxes. (a) Any and all payments by any Loan
Party to or for the account of any Lender or the Agent hereunder or under any Loan Document shall be made, in accordance with Section 2.14 or the applicable provisions of such other documents, free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (“Taxes”), excluding, (i) in the 

  
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case of each Lender and the Agent, taxes imposed on net income (however denominated), franchise taxes or branch profit taxes imposed, in each case as a result of a present or former connection
between such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising from such Lender or Agent having executed, delivered
or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), (ii) any withholding or similar tax imposed on a Lender pursuant to FATCA, (iii) withholding taxes (other than withholding
taxes imposed by the Federative Republic of Brazil or any political subdivision or taxing authority thereof or therein (such as the Imposto sobre Operações Financeiras (IOF) created pursuant to certain applicable laws
(including, but not limited to, Decree 6,306/2007, as amended)), with respect to which the Loan Parties shall bear sole liability and shall not be indemnified), resulting from any requirement of law in effect on the date such Lender acquires an
interest in an Advance or Commitment (or designates a new lending office or exercises its option pursuant to Section 2.02(g)), except to the extent that such Lender (or such Lenders’ assignor, or the entity exercising such option) was
entitled, at the time of designation of a new lending office (or assignment or exercise of such option), to receive additional amounts from the applicable Loan Party with respect to such withholding taxes pursuant to this Section 2.15,
(iv) any Tax imposed on a Lender pursuant to section 49 para 1 no 5 lit c) aa) German Income Tax Act (Einkommensteuergesetz), (v) Taxes attributable to a Lender’s failure to comply with subsections (e) or
(f) and, (vi) any withholding Tax required in respect of the Luxembourg law(s) implementing the EU Savings Directive (Council Directive 2003/48/EC or any amendment thereof) and several agreements entered into between Luxembourg and
some EU dependent and associated territories or the Luxembourg law of 23 December 2005 (all such non-excluded Taxes in respect of payments hereunder or any Loan Document hereinafter referred to as “Indemnified Taxes”, and any
Taxes excluded under clauses (i) through (vi) above being hereinafter referred to as the “Excluded Taxes”). If any Loan Party shall be required by law to deduct any Indemnified Taxes from or in respect of any sum
payable hereunder or under any Loan Document, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions of Indemnified Taxes applicable to additional sums payable under this
Section 2.15) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (B) such Loan Party shall make such deductions and (C) such Loan Party
shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. 

(b) In addition, each Loan Party shall pay any present or future stamp or documentary taxes or any other excise, property, intangible,
mortgage recording, or similar taxes, charges or levies that arise from any payment made hereunder or under any Loan Documents or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement or any
other Loan Document, including a Belgian documentary duty of EUR 0.15 to be paid in respect of each original copy of this Agreement if executed in Belgium and for Belgian documentary and registration duties in respect of the Collateral Documents
governed by Belgian law (hereinafter referred to as “Other Taxes”), except for any Luxembourg tax payable due to a registration of Notes (or any other documents to be delivered hereunder or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement or the Notes) when such registration (i) is not required to maintain, preserve, establish or enforce the rights of the Lenders or the Agent, or (ii) is in
connection with transfers, assignments or changes in lending offices not required by the Loan Documents and after the Second Restatement Effective Date. 

  
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 (c) Each Loan Party shall indemnify each Lender and the Agent for and hold it harmless
against the full amount of Indemnified Taxes or Other Taxes (including Indemnified Taxes imposed on amounts payable under this Section 2.15) imposed on or paid by such Lender or the Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto, excluding for the avoidance of doubt, any Excluded Taxes. This indemnification shall be made within 30 days from the date such Lender or the Agent (as the case may be)
makes written demand therefor, stating the amounts of Indemnified Taxes or Other Taxes paid or payable and describing the basis for the indemnification claim. 
 (d) Within 30 days after the date of any payment of Indemnified Taxes paid by a Loan Party pursuant to Section 2.15(a), each Loan Party shall furnish to the Agent, at its address referred
to in Section 9.02, the original or a certified copy of a receipt evidencing such payment to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Agent.

 (e) 
 (i) Each Lender that is a United States person shall deliver to the Company and the Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed copies
of U.S. Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal withholding tax. Each Lender that is not a United States person (a “Non-U.S. Lender”), on or prior to the
date on which it becomes party to this Agreement, and from time to time thereafter as reasonably requested in writing by any Borrower (but only so long as such Lender remains lawfully able to do so), shall provide each of the Agent and such Borrower
with (i) two original Internal Revenue Service Forms W-8BEN, W-BEN-E, W-8ECI or W-8IMY (together with any applicable underlying IRS forms), as appropriate, or
any successor or other form prescribed by the Internal Revenue Service, certifying that such Lender is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the Notes, (ii) in the
case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest”, a statement substantially in the form of
Exhibit L and the applicable IRS Form W-8, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal
withholding tax on payments under this Agreement and the other Loan Documents, or (iii) any other form prescribed by applicable requirements of U.S. federal income tax law, or reasonably requested by a Borrower or the Agent, as will permit
payments under any Loan Document to be made without or at a reduced rate of U.S. federal withholding tax, duly completed together with such supplementary documentation as may be prescribed by applicable requirements of law to permit the Company and
the Agent to determine the withholding or deduction required to be made. Notwithstanding any other provision of this Section, a Non-U.S. Lender shall not be required to deliver any form pursuant to this Section that such Non-U.S. Lender is not legally able to deliver. For purposes of this subsection (e), the term “United States person” shall have the meaning specified in Section 7701(a)(30) of the
Internal Revenue Code. 

  
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 (ii) 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 Internal Revenue Code, as
applicable), such Lender shall deliver to the Company and the Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Agent, such documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Agent as may be necessary for the Company or the Agent to comply with their obligations under
FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. 

(f) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which a
Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to such Borrower (with a copy to the Agent), at the time or times prescribed by applicable law or reasonably
requested by such Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without or at a reduced rate of withholding; provided that such Lender is legally entitled to
complete, execute and deliver such documentation and that doing so does not subject such Lender to any material unreimbursed costs. 
 (g) If the Agent or any Lender determines, in their sole discretion, that it has received a refund (or a credit in lieu of a refund) of any Indemnified Taxes or Other Taxes as to which it has been
indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section 2.15, it shall pay over such refund (or credit) to such Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by such Borrower under this Section 2.15 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund) (or credit)), net of all out-of-pocket expenses of the Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund (or credit)). Nothing in this paragraph shall be construed to require the Agent or any Lender to make available its tax returns (or any
other information relating to its taxes that it deems confidential) to any Borrower or any other Person. 
 SECTION 2.16
Sharing of Payments, Etc. Subject to Section 2.19 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account
of any Advances owing to it (other than pursuant to Section 2.11(c), 2.12, 2.15 or 9.04(c)) in excess of its Ratable Share of payments on account of such Advances obtained by the applicable Lenders, such Lender
shall forthwith purchase from the other applicable Lenders such participations in the relevant Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such 

  
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excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to
the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this
Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the
amount of such participation. 
 SECTION 2.17 Evidence of Debt. (a) Each Lender shall maintain in accordance
with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Term Advance, Revolving Credit Advance and each Swing Line Advance owing to such Lender from time to time, including
the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Term Advances, Revolving Credit Advances and Swing Line Advances. Each Borrower agrees that upon notice by any Lender to such
Borrower (with a copy of such notice to the Agent) to the effect that a Term Note or Revolving Credit Note is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the
Term Advances, Revolving Credit Advances and Swing Line Advances owing to, or to be made by, such Lender, such Borrower shall promptly execute and deliver to such Lender a Term Note or Revolving Credit Note, as the case may be, payable to
the order of such Lender in a principal amount up to the Advances, Term Commitment or Revolving Credit Commitment, as applicable, of such Lender. 
 (b) The Register maintained by the Agent pursuant to Section 9.07(d) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be
recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to
and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iv) the amount of any sum received by the Agent from such Borrower hereunder
and each Lender’s share thereof. 
 (c) Entries made in good faith by the Agent in the Register pursuant to
subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and
payable from each Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Agent or such
Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of any Borrower under this Agreement. 

  
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 SECTION 2.18 Use of Proceeds. The proceeds of (a) the Term A Advances,
CDN Term A Advances, JPY Term A-1 Advances, Euro Term A Advances, Sterling Term A Advances, and Short Term A Advances shall be available (and each Loan Party agrees that it shall use such proceeds) in connection with the
refinancing of the remaining “Term Advances” (as defined in the Existing Credit Agreement) outstanding immediately prior to the Second Restatement Effective Date, in accordance with the Second Restatement Agreement, (b) the
Brazilian Term A Advance may be made available in accordance with Section 2.01(a)(vi) (and the Brazilian Term Borrower agrees that it shall use the proceeds thereunder, if any) solely for the working capital and general corporate
purposes of the Brazilian Term Borrower, and the Company and its Subsidiaries, (c) on the Second Restatement Effective Date, the Revolving Credit Advances shall be made available (and each Loan Party agrees that it shall use such proceeds) in
connection with the refinancing of certain “Revolving Credit Advances” (as defined in the Existing Credit Agreement) in accordance with the Second Restatement Agreement, and (d) on and following the Second Restatement Effective Date,
the Revolving Credit Advances and Incremental Advances shall be available (and each Loan Party agrees that it shall use such proceeds) solely for the working capital and general corporate purposes of the Company and its Subsidiaries (including,
without limitation, any acquisition permitted hereunder). 
 SECTION 2.19 Defaulting Lenders. (a) In addition
to the other conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender, the Issuing Banks will not be required to issue any Letter of Credit or to amend any outstanding Letter of Credit, and
the Swing Line Bank will not be required to make any Swing Line Advance, unless any of clauses (i), (ii) or (iii) below is satisfied: 
 (i) in the case of a Defaulting Lender, so long as no Default has occurred and is continuing, the L/C Exposure and Swing Line Exposure of such Defaulting Lender is reallocated to the Non-Defaulting Lenders as provided in clause (i) of Section 2.19(b); 
 (ii) to the extent full reallocation does not occur as provided in clause (i) above, the Company Cash Collateralizes the obligations of the Borrowers in respect of such Letter of Credit or Swing
Line Advance in an amount at least equal to the aggregate amount of the unallocated obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit or Swing Line Advance, or makes other arrangements satisfactory
to the Agent, the Issuing Bank and the Swing Line Bank in their reasonable discretion to protect them against the risk of non-payment by such Defaulting Lender; and 

(iii) to the extent that neither full reallocation nor full Cash Collateralization occurs pursuant to
clauses (i) and/or (ii), then in the case of a proposed issuance of a Letter of Credit or making of a Swing Line Advance, by an instrument or instruments in form and substance reasonably satisfactory to the Agent, and to the Issuing Banks
and the Swing Line Bank, as the case may be, (A) the Company agrees that the face amount of such requested Letter of Credit or the principal amount of such requested Swing Line Advance will be reduced by an amount equal to the unallocated, non Cash-Collateralized portion thereof as to which such Defaulting Lender would otherwise be liable, and (B) the Non-Defaulting Lenders confirm, in their discretion, that
their obligations in respect of such Letter of Credit or Swing Line Advance shall be on a pro rata basis in accordance with the Commitments of the Non-Defaulting Lenders, and that the pro
rata payment provisions of Section 2.16 will be deemed adjusted to reflect this provision. 

  
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 (b) If a Lender becomes, and during the period it remains, a Defaulting Lender, the
following provisions shall apply with respect to any L/C Exposure or Swing Line Exposure of such Defaulting Lender: 
 (i) so long as no Default has occurred and is continuing, the LC Exposure and the Swing Line Exposure of such Defaulting Lender will, upon notice by the Agent, and subject in any event to the limitation
in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their
respective Commitments; provided that (a) the sum of the total outstanding Revolving Credit Advances and Swing Line Advances owed to each Non-Defaulting Lender and its L/C Exposure may not in any
event exceed the Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation, (b) such reallocation will not constitute a waiver or release of any claim the Borrowers, the
Agent, the Issuing Banks, the Swing Line Bank or any other Lender may have against such Defaulting Lender, and (c) neither such reallocation nor any payment by a Non-Defaulting Bank as a result thereof
will cause such Defaulting Lender to be a Non-Defaulting Lender; 
 (ii)
to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s L/C Exposure and/or Swing Line Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or
otherwise, the Company shall, not later than three Business Days after demand by the Agent, (a) Cash Collateralize the obligations of the Borrowers to the Issuing Banks and the Swing Line Bank in respect of such L/C Exposure or Swing Line
Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Exposure or Swing Line Exposure, (b) in the case of such Swing Line Exposure, prepay in full the unreallocated portion
thereof, or (c) make other arrangements reasonably satisfactory to the Agent, and to the Issuing Banks and the Swing Line Bank, as the case may be, in their reasonable discretion to protect them against the risk of non-payment by such Defaulting Lender; and 
 (iii) any amount paid by the
Company for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but shall instead be retained by
the Agent in a segregated escrow account until (subject to Section 2.19(c)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent
permitted by law, to the making of payments from time to time in the following order of priority: 

first to the payment of any amounts owing by such Defaulting Lender to the Agent under this Agreement, 

second to the payment of any amounts owing by such Defaulting Lender to the Issuing Banks or the Swing Line Bank
(pro rata as to the respective amounts owing to each of them) under this Agreement, 

  
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 third to the payment of
post-default interest and then current interest due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such
interest then due and payable to them, 
 fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, 
 fifth to pay principal and unreimbursed Letters of Credit then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts
thereof then due and payable to them, 
 sixth to the ratable payment of other amounts then due and
payable to the Non-Defaulting Lenders, 
 seventh as the Company
may direct to the funding of any Loan in respect of which a Defaulting Lender has failed to fund its portion, 

eighth to any amounts owing by the Defaulting Lender to the Company or any of its Subsidiaries, and 

ninth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder,
to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct. 
 (c) If the Company, the Agent, the Issuing Banks and the Swing Line Bank agree in writing that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the 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 amounts then held in the segregated escrow account referred to
in Section 2.19(b)), such Lender shall purchase such portions of the outstanding Advances of the other Lenders, and/or make such other adjustments, as the Agent may determine to be necessary to cause the Lenders to hold Loans on a
pro rata basis in accordance with their respective Commitments, whereupon such Lender shall cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and the L/C Exposure and Swing
Line Exposure of each Lender shall automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the
Company and applied as set forth in Section 2.19(b)(iii) while such 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 Non-Defaulting Lender shall constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. 

  
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 SECTION 2.20 Replacement of Lenders. (a) If any Lender requests
compensation under Section 2.12, or if the Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use
reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost
or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Company hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or
assignment. 
 (b) If any Lender requests compensation under Section 2.12, or if the Company is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender is a Defaulting Lender, or if any Lender is subject to the provisions of Section 2.13,
then the Company may, at its sole expense and effort, upon notice to such Lender and the Agent, require any such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in
Section 9.07), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that
(i) to the extent that such prospective assignee is not an existing Lender, an Approved Fund or an Affiliate of an existing Lender, the Company shall have received the prior written consent of the Agent (and, if in respect of any Revolving
Credit Commitment or Revolving Credit Advance, the Swing Line Bank and the Issuing Banks), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal
of its Advance and participations in Letters of Credits and Swing Line Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Company (in the case of all other amounts) (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to
Section 2.15, such assignment will result in a reduction in such compensation or payments, (iv) the Company shall have paid to the Agent the assignment fee specified in Section 9.07, and (v) such assignment does not
conflict with any 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 Company to require such assignment
cease to apply. Nothing in this Section 2.20 shall be deemed to prejudice any rights that the Company or any of its Subsidiaries may otherwise have against any Lender that is a Defaulting Lender. 

(c) If any Lender has failed to consent to a proposed amendment, waiver, discharge or termination that pursuant to the terms of
Section 9.01 requires the consent of all the Lenders affected and with respect to which the Required Lenders shall have granted their consent (any such Lender referred to above, a
“Non-Consenting Lender”) or if the Company opts to replace any Protesting Lender pursuant to Section 9.09(A)(i) then the Company shall have the right (unless such Non-Consenting Lender grants such consent) to replace any such Non-Consenting Lender by requiring such Non-Consenting Lender to assign
all of its Advances and Commitments hereunder to one or more assignees selected by the Company and that are 

  
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reasonably acceptable to the Agent (and, if in respect of any Revolving Credit Commitment or Revolving Credit Advance, the Swing Line Bank and the Issuing Banks); provided, that the
replacement Lender shall pay in full to such Non-Consenting Lender, concurrently with such assignment, a price equal to the principal amount thereof plus accrued and unpaid interest thereon and fees in
connection therewith. In connection with any such assignment the Company, the Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.07. 

SECTION 2.21 Borrower Representative. Each Borrower hereby designates and appoints the Company as its representative and
agent on its behalf (the “Borrower Representative”) for the purposes of issuing Notices of Borrowings, Notices of Conversion/continuation, Notices of Issuance, Notices of Swing Line Borrowing and delivering certificates including
Compliance Certificates, giving instructions with respect to the disbursement of the proceeds of the Advances, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents
and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Loan Documents. The Borrower Representative hereby accepts such appointment. The Agent and each Lender may regard any
notice or other communication pursuant to any Loan Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower
Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. 

SECTION 2.22 Public Offer (a) (a) Each Joint Lead Arranger represents and warrants that: (x) it has made or will
make on or before the date of the first Advance, jointly with each other Joint Lead Arranger, on behalf of each Borrower invitations in a form agreed with the Australian Borrowers to become a “Lender” under this Agreement publicly in an
electronic form on either the Bloomberg or Reuters screen: or (y) as dealer, manager, or underwriter, in relation to the placement of debt interests issued under this Agreement, will jointly with each other Joint Lead Arranger, make invitations
to become a “Lender” under this Agreement within 30 days after the date of this Agreement in a way consistent with Section 2.22(a)(x). 
 (b) Each Australian Borrower represents and warrants that it does not know, or have reasonable grounds to suspect, that an Offshore Associate of any Australian Borrower will become a “Lender”
under this Agreement and agrees to notify the Joint Lead Arrangers immediately if any proposed substitute Lender disclosed to it is known or suspected by it to be an Offshore Associate of the Australian Borrower. 

(c) Each Lender that becomes a Lender as a result of an invitation under Section 2.22(a) represents and warrants that except as
disclosed to the Australian Borrower and the Joint Lead Arrangers, it is not, so far as its relevant officers involved in the transaction on a day to day basis are actually aware, an Offshore Associate of the Australian Borrower. 

  
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 (d) If, for any reason, the requirements of 128F of the Australian Tax Act have not been
satisfied in relation to interest payable hereunder (except to an Offshore Associate of an Australian Borrower), then on request by a Joint Lead Arranger or an Australian Borrower, each party hereto shall co-operate and take steps reasonably
requested with a view to satisfying those requirements: 
 (i) where a Joint Lead Arranger breached
Section 2.22(a) or a Lender has breached Section 2.22(d), at the cost of that Joint Lead Arranger or Lender (as the case may be); or 
 (ii) in all other cases, at the cost of the Australian Borrower. 
 (e) Each Joint
Lead Arranger and each Lender undertakes that it will not directly or indirectly offer or sell any debt interest or distribute or circulate any offer document or other material in connection with this Agreement or any debt interest hereunder in any
jurisdiction except under circumstances which would result in compliance with the laws and regulations of that jurisdiction. 

Notwithstanding any other provision of this Section 2.22, the guarantee, indemnity and other obligations of any Dutch Obligor
expressed to be assumed in this Section 2.22 shall be deemed not to be assumed by such Dutch Obligor to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c Dutch Civil Code or any
other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is
expressly acknowledged that the relevant Dutch Obligors will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition. 
 ARTICLE III  
 CONDITIONS TO LENDING 

SECTION 3.01 Conditions Precedent to the Initial Advances. On the Closing Date: 

(a) Execution of Loan Documents and Notes. The Agent shall have received the following, each of which shall be originals or
facsimiles, or pdf scans of originals (followed promptly by originals) unless otherwise specified, each duly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental
officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Agent and each of the Lenders (provided, that each Lender that delivers its executed counterpart to the Existing Credit Agreement
to the Agent shall be deemed to be satisfied with the form and substance of each of the following): 
 (i) this
Agreement, executed and delivered by each of the Borrowers, the Lenders named on the signature pages hereof, the Swing Line Bank, the Issuing Banks and the Agent; 

(ii) a Note executed by the applicable Borrower in favor of each Lender requesting a Note; 

  
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 (iii) A guaranty in substantially the form of
Exhibit E-1 hereto (together with each other guaranty or guaranty supplement delivered pursuant to Section 5.01(h), in each case as amended, the “US Subsidiary Guaranty”),
executed by each of the Domestic Subsidiaries listed on Schedule 1.01(ii) hereto; 
 (iv) A guaranty in
substantially the form of Exhibit E-2 hereto (together with each other guaranty or guaranty supplement delivered pursuant to Section 5.01(h), in each case as amended, the “Foreign
Subsidiary Guaranty”), executed by each of the Foreign Subsidiaries listed on Schedule 1.01(ii) hereto; 
 (v) the Security Agreement, executed and delivered by the Company and each Loan Party, together with proper UCC-1 Financing Statements in form appropriate for
filing under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary in order to perfect the Liens created under each of the Collateral Documents, covering the Collateral described in the Collateral Documents; and

 (vi) the Intercreditor Agreement, executed and delivered by the Agent and the Lenders. 

(b) Incumbency. Each Loan Party shall have certified to the Agent the name and signature of each of the Responsible Officers
authorized (i) to sign on its respective behalf this Agreement and each of the other Loan Documents to which it is a party and (ii) in the case of the Company and the Designated Borrowers, to borrow under this Agreement. The Lenders may
conclusively rely on such certifications until they receive notice in writing from the respective Loan Party to the contrary. 

(c) Loan Certificates. The Agent shall have received a loan certificate of each Loan Party, in substantially the form of
Exhibit F attached hereto, together with appropriate attachments which shall include the following items: (i) a true, complete and correct copy of the articles of incorporation, certificate of limited partnership, certificate of
formation or organization or other constitutive document of such Loan Party, to the extent applicable certified by an appropriate Governmental Authority, (ii) a true, complete and correct copy of the by-laws, partnership agreement or limited
liability company or operating agreement (or other applicable organizational document) of such Loan Party, (iii) a copy of the resolutions of the board of managers/directors or other appropriate entity (including the resolutions of the managers
of the general partner of the Lux Revolver Borrower) of such Loan Party authorizing the execution, delivery and performance by such Loan Party of this Agreement and the other Loan Documents to which it is a party and, with respect to the Borrower,
authorizing the borrowings hereunder, (iv) certificates of existence, to the extent available, of such Loan Party issued by an appropriate Governmental Authority and (v) in respect of each Australian Loan Party, confirmation that there
will be no contravention of Section 260A of the Corporations Act as a consequence of the execution, delivery or performance of the Loan Documents or the drawing and application of funds thereunder. 

  
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 (d) Solvency. The Agent shall have received a solvency certificate from the chief
financial officer of the Company in the form of Exhibit G (the “Solvency Certificate”). 
 (e) Opinions
of Counsel to the Loan Parties. The Lenders shall have received favorable opinions of: 
 (i) Clifford Chance
US LLP, counsel to the Loan Parties, substantially in the form of Exhibit H-2 hereto; 
 (ii) opinions
of special counsel for the Agent, dated the Closing Date and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; and 

(iii) opinions of special counsel for certain Restricted Subsidiaries of the Company in each of the jurisdictions in which
the Agent may reasonably request, substantially in the form of Exhibit H-3 hereto. 
 (f) [Reserved]. 

(g) Patriot Act. The Agent shall have received all documentation and other information required by regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act that has been requested by the Agent in writing at least 5 days prior to the Closing
Date. 
 (h) Fees. Payment of all fees required to be paid on the Closing Date pursuant to the Fee Letter (as defined in
the Existing Credit Agreement) and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter (as defined in the Existing Credit Agreement), to the extent invoiced at least 2 Business Days prior
to the Closing Date, shall have been paid (which amounts may be offset against the proceeds of the Facilities). 

SECTION 3.02 Conditions to all Advances. The obligation of each Lender to make an Advance (other than a Brazilian Term A
Advance made on any date following the Second Restatement Effective Date), and the obligation of each Issuing Bank to issue a Letter of Credit shall be subject to the following conditions precedent (provided, that
clause (a) shall not apply to Advances made on the Closing Date): 
 (a) the following statements shall be true
(and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance and the acceptance by the Borrower requesting such Borrowing of the proceeds of such Borrowing or such Letter of Credit shall
constitute a representation and warranty by such Borrower that on the date of such Borrowing or issuance such statements are true): 
 (i) all representations and warranties made by any Loan Party in this Agreement and in each other Loan Document shall be true and correct in all material respects, with the same effect as though such
representations and warranties were made on and as of the date of such Borrowing or issuance (except 

  
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that (x) where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material
respects as of such earlier date and (y) where such representations and warranties are already qualified as to materiality or Material Adverse Effect, such qualified representations and warranties shall be true and correct); and 

(ii) no event has occurred and is continuing, or would result from such Borrowing or issuance or from the application of
the proceeds therefrom, that constitutes a Default; and 
 (b) the Agent shall have received a Notice of Borrowing, Notice of
Swing Line Borrowing or Notice of Issuance, as applicable, in accordance with the requirements hereof. 
 SECTION 3.03
Determinations Under Sections 3.01 and 3.04. For purposes of determining compliance with the conditions specified in Sections 3.01 and 3.04, each Lender shall be deemed to have consented to, approved or accepted or to
be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall
have received notice from such Lender prior to the date that the Company, by notice to the Lenders, designates as the proposed Closing Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the
Closing Date. 
 SECTION 3.04 Conditions to Brazilian Term A Advances. The obligation of each Brazilian Term A
Lender to make a Brazilian Term A Advance to the Brazilian Term Borrower on any day following the Second Restatement Effective Date shall be subject to the following conditions precedent, which shall be fulfilled on or prior to the Brazilian
Facility Effective Date: 
 (a) Receipt by the Agent (or by the Agent’s counsel on its behalf) of the following, each of
which shall be originals or scanned versions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Brazilian Term Borrower: 

(i) a favorable opinion, dated as of the Brazilian Facility Effective Date and addressed to the Agent and each Brazilian
Term A Lender from special counsel for the Brazilian Term Borrower, in form and substance reasonably satisfactory to the Agent; 
 (ii) if the Brazilian Facility Effective Date occurs more than 5 (five) Business Days following the Second Restatement Effective Date, a new certificate of good standing and legal existence for the
Brazilian Term Borrower (to the extent such concept exists in Brazil), dated as at the Brazilian Facility Effective Date or, to the extent a certificate of good standing and legal existence for the Brazilian Term Borrower was delivered on the Second
Restatement Effective Date, a bring-down good standing certificate for the Brazilian Term Borrower dated as at the Brazilian Facility Effective Date; 

  
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 (iii) not later than four (4) Business Days immediately preceding the
Brazilian Facility Effective Date, a Notice of Borrowing delivered in respect of the Brazilian Term A Advances; and 
 (iv) all documentation and other information that is (A) reasonably requested by the Agent (including on behalf of a Brazilian Term A Lender at such Brazilian Term A Lender’s reasonable request)
prior to the Brazilian Facility Effective Date and (B) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act. 

(b) The following statements shall be true (and giving of the Notice of Borrowing, and the acceptance by the Brazilian Term Borrower of
the proceeds of such Brazilian Term A Borrowing shall constitute a representation and warranty by the Brazilian Term Borrower that on the date of such Brazilian Term A Borrowing such statements are true): 

(i) all representations and warranties made by any Loan Party in this Agreement and in each other Loan Document shall be
true and correct in all material respects, with the same effect as though such representations and warranties were made on and as of the date of such Brazilian Term A Borrowing (except that (x) where such representations and warranties
expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and (y) where such representations and warranties are already qualified as
to materiality or Material Adverse Effect, such qualified representations and warranties shall be true and correct); 
 (ii) no event has occurred and is continuing, or would result from such Brazilian Term A Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and 

(iii) none of the corporate authorizations, including all resolutions, articles of incorporation, bylaws, certificates of
formation and other constitutive documents delivered by or on behalf of the Brazilian Term Borrower on the Second Restatement Effective Date under the Second Restatement Agreement shall have been amended, rescinded, superseded, terminated or
withdrawn in any respect as of the Brazilian Facility Effective Date. 

  
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 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 
 SECTION 4.01 Representations and Warranties of the Borrowers. Each Borrower represents and warrants as follows: 

(a) Organization, Existence and Good Standing. Each of the Company and its Restricted Subsidiaries (i) is duly
organized or incorporated, validly existing or incorporated and registered (as applicable) and, if applicable, in good standing, under the laws of the jurisdiction of its incorporation or organization, (ii) has the corporate or comparable power
and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified as a foreign corporation and, if applicable, in good standing in each jurisdiction
where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. 

(b) Power and Authority. Each Borrower and each Subsidiary Guarantor has the corporate or comparable power and
authority to execute, deliver and perform the terms and provisions of each of the Loan Documents to which it is a party and has taken all necessary corporate or comparable action to authorize the execution, delivery and performance by it of each of
such Loan Documents. Each Borrower and each Subsidiary Guarantor has duly executed and delivered each of the Loan Documents to which it is a party, and each of such Loan Documents constitutes its legal, valid and binding obligation enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and to equitable principles (regardless of whether enforcement is sought in equity
or at law). 
 (c) Real Property. 
 (i) Schedule 4.01(c)(i) sets forth a complete list of all real property owned by each of the Loan Parties and their Subsidiaries as of the Closing Date (each, an “Owned
Property”), showing, as of the Closing Date, the street address, county or other relevant jurisdiction, state or province, record owner and book value thereof. Except as otherwise disclosed on Schedule 4.01(c)(i), the Loan
Parties, or their Subsidiaries (as applicable), have good and marketable fee simple title to all Owned Property located within the United States and a substantially equivalent ownership interest in the Owned Property located in each other
jurisdiction and all buildings, structures and other improvements located thereon, free and clear of all Liens, other than Permitted Liens. 
 (ii) Schedule 4.01(c)(ii) sets forth a complete list of all material Leases under which any of the Loan Parties or their Subsidiaries are the lessee as of the Closing Date (each a
“Leased Property”), showing the street address, county or other relevant jurisdiction, state or province and lessee. Each of the Leases with 

  
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respect to the Leased Property is in full force and effect. Except as disclosed in Schedule 4.01(c)(ii), each of the Loan Parties or their Subsidiaries (as applicable) has a valid, binding
and enforceable leasehold interest and actual possession in and to the properties and all buildings, structures or other improvements located on the Leased Property in each case free and clear of all Liens, except Permitted Liens. 

(iii) All of the buildings, fixtures and improvements included on or in the Owned Property or the Leased Property are in
satisfactory condition and repair for the continued use of the Owned Property or the Leased Property in the ordinary course of business consistent with past practices. 
 (d) No Conflict. Neither the execution, delivery or performance by any Borrower or any Subsidiary Guarantor of the Loan Documents to which it is a party, nor compliance by it with the terms and
provisions thereof, (i) contravenes any provision of any law, statute, rule or regulation or any material order, writ, injunction or decree of any court or governmental instrumentality, (ii) conflicts or is inconsistent with or
results in any breach of any of the terms, covenants, conditions or provisions of, or constitutes a default under, any material indenture, mortgage, deed of trust, credit agreement, loan agreement or any other material agreement, contract or
instrument to which the Company or any of its Restricted Subsidiaries is a party or by which it or any of its property or assets are bound or to which it may be subject (except for documentation with respect to Liquidity Structures to which the
Agent, any Co-Documentation Agent, any Co-Syndication Agent or any Affiliate of any of the aforementioned is a party), (iii) results in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or
assets of the Company or any of its Restricted Subsidiaries pursuant to the terms of any material indenture, mortgage, deed of trust, credit agreement, loan agreement or any other material agreement, contract or instrument to which the Company or
any of its Restricted Subsidiaries is a party or by which it or any of its property or assets are bound or to which it may be subject, or (iv) violates any provision of the certificate of incorporation or
by-laws (or the equivalent documents) of the Company or any of its Restricted Subsidiaries, except in the case of subclauses (i), (ii) and (iii) of this
clause (d) where such contravention or breach would not reasonably be expected to have a Material Adverse Effect. 
 (e) Governmental Consents. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made and which remain in
full force and effect), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained by the Company, any Borrower or any Subsidiary Guarantor to authorize, or is required for, (i) the
execution, delivery and performance of any Loan Document (ii) the perfection of the Liens created under the Collateral Documents or (iii) the legality, validity, binding effect or enforceability of any Loan Document, except, in each case,
(A) where such failure to obtain authorization would not reasonably be expected to have a Material Adverse Effect and (B) with respect to the Brazilian Term Borrower, (I) the registration of the main financial terms of the Brazilian
Term A Borrowing under the ROF prior to the remittance of funds for the payment of any amounts due and payable 

  
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hereunder, (II) registration with the Central Bank of Brazil of the schedule of payments in connection with the Brazilian Term A Borrowing, after the entry of the related proceeds into Brazil,
(III) any amendment to the ROF that may be required pursuant to Central Bank of Brazil’s regulations to enable the Brazilian Term Borrower to remit payments abroad in foreign currency under the Brazilian Term A Borrowing other than original
scheduled payments of principal, interest, commissions, costs and expenses contemplated by the relevant ROF, (IV) the registry of the Brazilian Collateral Documents before the competent Registry of Deeds and Documents and Real Estate Registry
Office, as applicable and (V) any other approvals, authorizations, or other actions, notices or filings that have been obtained or completed prior to the date hereof. 
 (f) Financial Statements; Financial Condition. The audited Consolidated balance sheet of the Company and its Restricted Subsidiaries for the Fiscal Year ended December 31, 2013 and the
related Consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year of the Company and its Restricted Subsidiaries (i) were prepared in accordance with generally accepted accounting principles
consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company and its Restricted Subsidiaries as of the date
thereof and their results of operations for the period covered thereby in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The unaudited
Consolidated financial statements of the Company and its Subsidiaries dated March 31, 2014, and the related Consolidated statements of income or operations, and cash flows for the three months ended on March 31, 2014
(i) were prepared in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and subject to normal
year-end audit adjustments and to the fact that such financial statements may be abbreviated and may omit footnotes or contain incomplete footnotes; and (ii) fairly present in all material respects the
financial condition of the Company and its Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby. Since March 31, 2014 there has been no change in the business, results of operations
or financial condition of the Company and its Restricted Subsidiaries, taken as a whole, that would reasonably be expected to have a Material Adverse Effect. 
 (g) Adverse Proceedings. Except as disclosed in the Company’s filings with the Securities and Exchange Commission prior to the date hereof, there are no actions, suits or proceedings pending
or, to the knowledge of any Borrower, threatened against the Company or any Restricted Subsidiary in which there is a reasonable possibility of an adverse decision (i) which in any manner draws into question the validity or enforceability of
any Loan Document or (ii) that would reasonably be expected to have a Material Adverse Effect. 
 (h) Taxes. Except
to the extent the following would not, in the aggregate, reasonably be expected to have a Material Adverse Effect: 

  
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 (i) All U.S. federal and state tax returns, reports and statements
(excluding information returns) (the “US Tax Returns”) and all local U.S. tax returns and all U.S. information returns, foreign tax returns, reports and statements (collectively, the “Other Tax Returns” and,
together with the US Tax Returns, the “Tax Returns”) required to be filed by each Loan Party or any of its Tax Affiliates have been filed with the appropriate governmental authorities, all such Tax Returns are true and correct, and
all taxes, charges and other impositions reflected therein have been paid prior to the date when due except where contested in good faith and by appropriate proceedings if adequate reserves have been established on the books of such Loan Party or
such Tax Affiliate in conformity with GAAP; 
 (ii) Proper amounts have been withheld by each Loan Party from its
employees for all periods in full compliance with the tax, social security and unemployment withholding provisions of applicable requirements of law and such withholdings have been timely paid to the respective governmental authorities; and

 (iii) Each of the Foreign Subsidiaries has paid or made adequate provision for the payment of all Taxes levied
on it or on its property or income that are due and payable, including interest and penalties, or has accrued such amounts in its financial statements for the payment of such Taxes except Taxes that are not material in amount, that are not
delinquent or if delinquent are being contested, and in respect of which non-payment would not individually or in the aggregate constitute, or be reasonably likely to cause, a Material Adverse Effect. 

(i) True and Complete Disclosure. All written information (taken as a whole) heretofore or contemporaneously furnished by or on
behalf of the Company or any of its Restricted Subsidiaries in writing to any Lender (including, without limitation, all information relating to the Company and its Restricted Subsidiaries contained in the Loan Documents but excluding any forecasts
and projections of financial information and results submitted to any Lender) for purposes of or in connection with this Agreement, or any transaction contemplated herein, is to the knowledge of the Company true and accurate in all material respects
on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not materially misleading at such time in light of the circumstances under which
such information was provided. 
 (j) Margin Regulations. (i) No part of the proceeds of any Advance will be used by
any Borrower or any Restricted Subsidiary thereof to purchase or carry any Margin Stock (other than repurchases by the Company of its own stock) or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. 

(ii) Neither the making of any Advance or Letter of Credit nor the use of the proceeds thereof will violate or be
inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. 
 (k)
Compliance with ERISA/Pension Laws. 

  
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 (i) No Reportable Event has occurred or is reasonably expected to occur with
respect to a Plan, except for any such event which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 
 (ii) Schedule SB (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the United States Department of Labor and
furnished to the Lenders, is complete and accurate and fairly presents the funding status of each such Plan as of the end of the most recent Plan year for which such report was so filed, and since the date of such Schedule SB through the date
of this Agreement there has been no material adverse change in such funding status. 
 (iii) Neither any Borrower
nor any ERISA Affiliate has incurred or, to their knowledge, is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan, except as would not reasonably be expected to have, either individually or in the aggregate, a Material
Adverse Effect. 
 (iv) Neither any Borrower nor any ERISA Affiliate has been notified by the sponsor of a
Multiemployer Plan that such Multiemployer Plan is in Reorganization, Insolvent or has been determined to be in “endangered or “critical” status within the meaning of Section 432 of the Internal Revenue Code or Section 305
of ERISA, and no such Multiemployer Plan is reasonably expected to be in Reorganization, Insolvent or in “endangered” or “critical” status, except as would not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect. 
 (v) (a) Except as would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect (i) each Canadian Pension Plan is duly registered, to the extent such registration is required, under all applicable federal, provincial and territorial pension benefits legislation
and the Income Tax Act (Canada), (ii) there are no outstanding disputes concerning the assets held pursuant to any funding agreement held in relation to a Canadian Pension Plan, except as would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect, (iii) all contributions or premiums required to be made by any Borrower or Restricted Subsidiary under each Canadian Pension Plan have been made in a timely fashion in accordance with
applicable legislation, (iv) all employee contributions to each Canadian Pension Plan made by the employees of any Borrower or Restricted Subsidiary by way of authorized payroll deduction have been fully paid into the applicable Canadian
Pension Plan in a timely fashion in accordance with applicable legislation, (v) all reports and disclosures relating to each Canadian Pension Plan required by applicable legislation have been filed or distributed in a timely fashion,
(vi) to the best of their knowledge, there have been no improper withdrawals, or applications of, the assets of any Canadian Pension Plan, excluding withdrawals or applications approved by the applicable pension regulator, (vii) no amount
is owing by any Canadian Pension Plans under the 

  
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Income Tax Act (Canada) or any provincial or territorial taxation statute, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect,
(viii) to the best of the CDN Borrower’s knowledge, none of the Canadian Pension Plans is the subject of an investigation, proceeding, action or claim and (ix) each Canadian Pension Plan is in material compliance with the applicable
terms thereof, any funding requirements and all applicable law, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect and (b) no material changes have occurred to any Canadian
Pension Plan since the last filed actuarial valuation in respect of such plan or the financial statements of a Borrower or Restricted Subsidiary, other than amendments filed with the applicable pension regulations, housekeeping changes and changes
to comply with applicable legislation. 
 (l) Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, the
Company has no Subsidiaries, other than (i) certain Subsidiaries of the Company which, as of the Closing Date, have assets of less than $1,000 each and are either dormant or intended to be liquidated or terminated by the Company, and
(ii) those Subsidiaries specifically disclosed in Schedule 4.01(l), and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and
are owned by each Loan Party in the percentages specified on Schedule 4.01(l) free and clear of all Liens except those created under the Collateral Documents or permitted by this Agreement and the other Loan Documents. Schedule 4.01(l)
indicates which Subsidiaries are Loan Parties as of the Closing Date showing (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of
any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation, if any. 

(m) Environmental Matters. (i) Each of the Company and its Restricted Subsidiaries is, to the knowledge of the Senior
Financial Officers, in compliance with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws, except for any such noncompliance or failures which would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect. 
 (ii) Neither the Company nor any Restricted
Subsidiary has received notice to the effect that its operations are not in compliance with any of the requirements of any Environmental Law or are the subject of any governmental investigation evaluating whether any remedial action is needed to
respond to release of any toxic or hazardous waste or substance into the environment, except for notices that relate to noncompliance or remedial action which would not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect. 
 (n) No Default. No Default has occurred and is continuing, or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Documents. 

  
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 (o) Investment Company Act. Neither the Company nor any other Loan Party is an
“investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 

(p) Employee Matters. Neither the Company nor any of its Restricted Subsidiaries is engaged in any unfair labor practice that would
reasonably be expected to have a Material Adverse Effect. 
 (q) Solvency. The Company and its Subsidiaries, taken as a
whole, are Solvent. No Subsidiary having its center of main interests in Germany is unable to pay its debts when they fall due (zahlungsunfähig) or over-indebted (überschuldet) within the meaning sect. 17 or 19 of the German
Insolvency Code or has filed for the opening of insolvency proceedings; no third party has filed for the opening of insolvency proceedings with respect to such subsidiary. 
 (r) Compliance with Laws. The Company and each Restricted Subsidiary thereof is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to
its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been
provided in accordance with GAAP or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

(s) Intellectual Property; Licenses, Etc. The Company and each of its Restricted Subsidiaries own, or have the right to use, all of
the trademarks, service marks, trade names, copyrights, patents, patent rights, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective
businesses, except where the failure to own or have the right to use such IP Rights could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, the use of such IP Rights by the Company or any Restricted
Subsidiary does not infringe upon any intellectual property rights held by any other Person, except for any infringement that could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing
is pending or, to the knowledge of the Company, threatened, which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. 
 (t) Senior Debt. The Obligations constitute “Senior Debt” (or the equivalent term) as such term is defined in each subordinated debt document to which the Company or any of its
Restricted Subsidiaries is a party and that contains such a definition or any similar definition. 
 (u) Foreign Assets
Control Regulations; Patriot Act. No Loan Party (i) is or will become a Person or entity described by section 1 of Executive Order 13224 of September 24, 2001 Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism (12 C.F.R. 595), and no Loan Party engages in dealings or transactions with any such Persons or entities; or (ii) is in violation of the Patriot Act or any foreign Law to similar effect with
respect to materiality. 

  
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 (v) Collateral Documents. As and when executed and delivered, the provisions of the
Collateral Documents are or will be effective to create in favor of the Agent for the benefit of the Secured Parties legal, valid and enforceable Liens on all right, title and interest of the Collateral owned by the Loan Parties and described
therein, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) and by a
covenant of good faith and fair dealing. When filings or recordations are made or other actions taken to reflect the liens and security interests in the Collateral as required pursuant to the terms of this Agreement and the Collateral Documents, the
Liens in the Collateral described herein and therein will be perfected and prior to all other Liens, except any Liens permitted to be prior to the Liens of the Secured Parties under the terms of the Loan Documents. 

(w) No Financial Assistance. The proceeds of any Advances have not been and will not be used to finance or refinance the
acquisition of or subscription for shares in any Loan Party incorporated under the laws of the Netherlands and/or Belgium (save for share buy-backs carried out in accordance with Belgian company law). 

(x) No Listed Securities. None of the Borrowers and Guarantors incorporated in Belgium has issued listed securities, or is a
Subsidiary of a Belgian company that has issued listed securities. 
 (y) Trustee. None of the Borrowers or Guarantors
organized under the laws of Australia have entered into any Loan Document, or hold any property, as a trustee. 
 (z) OFAC and
Anti-Corruption Laws. 
 (i) Neither the Borrowers, nor any of their respective Subsidiaries, nor, to the
knowledge of any Responsible Officer of the Company, any director, officer, employee, agent, Affiliate or representative of any Borrower or any of their respective Subsidiaries, is an individual or entity currently the subject of any Sanctions, nor
is any Borrower or any of their respective Subsidiaries located, organized or resident in a Designated Jurisdiction. 
 (ii) To the knowledge of the Company, the Borrowers and their respective Subsidiaries, officers, employees, directors, agents and Affiliates, are in compliance with applicable Anti-Corruption Laws, and
the Borrowers have instituted and maintained reasonable policies and procedures designed to promote and achieve compliance therewith. 
 ARTICLE V 
 COVENANTS OF THE COMPANY 

SECTION 5.01 Affirmative Covenants. So long as any Advance or Letter of Credit shall remain outstanding or any Lender shall
have any Commitment hereunder: 

  
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 (a) Information Covenants. The Company will furnish to the Agent (in sufficient
quantity for each Lender): 
 (i) Quarterly Financial Statements. Within 60 days after the close of
each of the first three quarterly accounting periods in each Fiscal Year of the Company, the Consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such quarterly accounting period and the related Consolidated
statements of income for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period and the related Consolidated statement of cash flows for the elapsed portion of the
Fiscal Year ended with the last day of such quarterly accounting period, accompanied by a copy of the certification by the chief executive officer or the chief financial officer of the Company delivered to the Securities and Exchange Commission in
connection with any report filed by the Company on a Form 10-Q (or any successor form), subject to normal year-end audit adjustments and to the fact that such
financial statements may be abbreviated and may omit footnotes or contain incomplete footnotes. 
 (ii) Annual
Financial Statements. Within 120 days after the close of each Fiscal Year of the Company, the Consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such Fiscal Year and the related Consolidated
statements of income and retained earnings and cash flows for such Fiscal Year, in each case reported on by independent certified public accountants of recognized national standing. 

(iii) Compliance Certificate. At the time of the delivery of the financial statements provided for in
5.01(a)(i) and (ii), a certificate of a Financial Officer of the Company certifying that to the best of such officer’s knowledge, no Default has occurred and is continuing (a “Compliance Certificate”), or if the Financial
Officer is unable to make such certification, such officer shall supply a statement setting forth the reasons for such inability, specifying the nature and extent of such reasons. Such Compliance Certificate shall also set forth (a) the
calculations required to establish whether the Company was in compliance with Section 5.03, at the end of such fiscal quarter or year, as the case may be, (b) a list of names of all Immaterial Subsidiaries for the following fiscal
quarter, certifying that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitations set forth in clauses (i) and (ii) of the
definition of the term Immaterial Subsidiary, and (c) a list of names of all Unrestricted Subsidiaries, certifying that each Subsidiary set forth on such list individually qualifies as an Unrestricted Subsidiary. 

(iv) Notice of Default or Litigation. Promptly, and in any event within five Business Days after a Senior Financial
Officer obtains actual knowledge thereof, notice of (A) the occurrence of any Default or Event of Default or (B) a development or event which would reasonably be expected to have a Material Adverse Effect. 

  
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 (v) Other Information. From time to time, such other information or
documents (financial or otherwise) as any Lender may reasonably request. 
 Notwithstanding the foregoing, the obligations in
clauses (i) and (ii) of this Section 5.01(a) may be satisfied with respect to financial information of the Company and its Restricted Subsidiaries by the Company furnishing a Form 10-K or 10-Q,
as applicable, filed with the Securities and Exchange Commission. 
 (b) Books, Records and Inspections. The Company will,
and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Agent or the Lenders, at their own expense, upon five Business Days’ notice, to visit and inspect (subject to reasonable safety and
confidentiality requirements) any of the properties of the Company or such Restricted Subsidiary, and to examine the books of account of the Company or such Restricted Subsidiary and discuss the affairs, finances and accounts of the Company or such
Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times during normal business hours and intervals and to such reasonable extent as the Agent or the Lenders may
request; provided that such Lender shall have given the Company’s Chief Financial Officer or Treasurer a reasonable opportunity to participate therein in person or through a designated representative; provided, further
that, excluding any such visits and inspections during the continuation of an Event of Default, only the Agent on behalf of the Lenders may exercise rights of the Agent and the Lenders under this Section 5.01(b) and the Agent shall not
exercise such rights more often than once during any calendar year absent the existence of an Event of Default at the Borrower’s expense; and provided, further, that when an Event of Default has occurred and is continuing, the
Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and upon reasonable advance notice. The Agent and the
Lenders shall give the Company the opportunity to participate in any discussions with the Company’s independent public accountants. 
 (c) Maintenance of Insurance. 
 (i) Each of the Company and
the Restricted Subsidiaries will maintain insurance issued by financially sound and reputable insurance companies with respect to its properties and business in such amounts and against such risks as is usually carried by owners of similar
businesses and properties in the same general areas in which the Company or such Restricted Subsidiary operates. The Company will furnish to the Agent, upon a reasonable request of the Agent (which may be at the direction, and for the benefit, of a
Lender) from time to time, a customary insurance broker’s certificate as to the insurance maintained in accordance with this Section 5.01. 
 (ii) With respect to any Mortgaged Property, if at any time the area in which the property is located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal
Emergency Management Agency (or any successor agency), the Company will obtain and maintain flood insurance in an amount sufficient to comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973,
as it may be amended from time to time. 

  
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 (d) Maintenance of Existence. The Company and each of its Restricted Subsidiaries
will (i) preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Sections 5.02(d) or
5.02(e); (ii) take all reasonable action to maintain in rights, privileges, permits, licenses and franchises necessary for the normal conduct of its business, the non-maintenance of which could reasonably be expected to have a Material
Adverse Effect; and (iii) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse
Effect. 
 (e) Maintenance of Properties. The Company and each of its Restricted Subsidiaries shall, and shall cause each
of their respective Restricted Subsidiaries to, maintain and preserve (i) in good working order and condition (subject to ordinary wear and tear) all of its properties necessary in the conduct of its business, (ii) all rights, permits,
licenses, approvals and privileges necessary in the conduct of its business and (iii) all registered patents, trademarks, trade names, copyrights and service marks with respect to its business, except where failure to so maintain and preserve
the items set forth in clauses (i), (ii) and (iii) above could not, in the aggregate over all such failures, reasonably be expected to have a Material Adverse Effect. 

(f) Compliance with Laws, etc. The Company will, and will cause each of its Restricted Subsidiaries to, comply in all material
respects with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including,
without limitation, all Environmental Laws applicable to the ownership or use of real property now or hereafter owned or operated by the Company or any of its Restricted Subsidiaries), except where the necessity of compliance therewith is being
contested in good faith or where failure to so comply could not reasonably be expected to have a Material Adverse Effect. 
 (g)
ERISA. (i) Reportable Events and ERISA Reports. (A) Promptly and in any event within 10 days after any Borrower or any ERISA Affiliate knows or has reason to know that any Reportable Event has occurred, a statement of
the Company describing such Reportable Event and the action, if any, that such Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto and (B) on the date any records, documents or other information must be
furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and information. 
 (ii) Plan Terminations. Promptly and in any event within two Business Days after receipt thereof by any Borrower or any ERISA Affiliate, copies of each notice from the PBGC stating its intention to
terminate any Plan or to have a trustee appointed to administer any Plan. 

  
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 (iii) Plan Annual Reports. Promptly upon the written request of the
Agent, copies of each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan. 
 (iv) Multiemployer Plan Notices. Promptly and in any event within five Business Days after receipt thereof by any Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies of
each notice concerning (A) the imposition of Withdrawal Liability by any such Multiemployer Plan, or (B) such Multiemployer Plan is in Reorganization, Insolvent or a determination has been made that the Multiemployer Plan is in
“endangered” or “critical” status within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA and (C) the amount of liability incurred, or that may be incurred, by such Borrower or any
ERISA Affiliate in connection with any event described in clause (A) or (B). 
 (v) Canadian
Pension Plans. The CDN Borrower shall (a) cause each of the Canadian Pension Plans of which a Borrower or a Restricted Subsidiary, as applicable, is the administrator or plan sponsor, to be administered in accordance with the requirements
of the applicable pension plan texts, funding agreements, the Income Tax Act (Canada) and applicable federal, provincial or territorial pension benefits legislation, except as would not reasonably be expected to have, either individually or
in the aggregate, a Material Adverse Effect; (b) other than in the normal course of business, not voluntarily terminate any Canadian Pension Plan of which a Borrower or a Restricted Subsidiary is the administrator or plan sponsor if such
plan would have a solvency deficiency or wind-up deficiency on termination that could reasonably be expected to have, either individually or in the aggregate, including following a filing by such Borrower or Restricted Subsidiary for protection from
its creditors pursuant to the Companies Creditors Arrangement Act (Canada), a Material Adverse Effect; (c) promptly provide the Agent with any filed documentation relating to the Canadian Pension Plans as the Agent may reasonably request,
subject to applicable law; (d) notify the Agent within thirty (30) days of becoming aware of (i) a material increase in the liabilities of any Canadian Pension Plan, other than an increase resulting from the merger of any existing
Canadian Pension Plans, (ii) the establishment of a new registered pension plan that is a defined benefit pension plan, other than one created through the merger of any existing Canadian Pension Plans, or (iii) the commencement of payments
of contributions to any defined benefit Canadian Pension Plan to which any Borrower or Restricted Subsidiary had not previously been paying or contributing, other than one created through the merger of any existing Canadian Pension Plans, in each
case as could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (e) promptly notify the Agent on becoming aware of any order or notice of intention to issue an order from the applicable pensions
standards regulator that could reasonably be expected to cause the termination, in whole or in part, of any Canadian Pension Plan if such plan would have a solvency deficiency or wind-up deficiency on termination that could reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect, and (f) promptly 

  
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notify the Agent on becoming aware of the occurrence of any event with respect to a Canadian Pension Plan that is reasonably likely to result in the occurrence by a Borrower or a Restricted
Subsidiary, of any liability, fine or penalty that would reasonably be expected to have a Material Adverse Effect, and in the notice to the Agent thereof, provide copies of all documentation in the possession of any Borrower or Restricted Subsidiary
(or documentation which such Borrower or Restricted Subsidiary may reasonably request) relating thereto. 
 (h) Covenant to
Guarantee Obligations and Give Security. 
 (i) Upon (w) the formation or acquisition of any new direct
or indirect Wholly-Owned Subsidiary by any Loan Party in a jurisdiction listed on Part I of Schedule 5.01(h) hereto or any other jurisdiction (other than any jurisdiction listed on Part II of
Schedule 5.01(h) until such time as the Agent reasonably determines that the costs associated with the respective Subsidiaries entering into guaranties and granting Liens, and the perfection thereof, in such jurisdiction listed on Part II
of Schedule 5.01(h) are materially less than in effect on the Closing Date) in which, as of the end of the fiscal quarter immediately preceding the date of determination, the aggregate “ebitda” (as defined at the end of this
subsection (h)) for the 12 month period ending in such quarter of the Subsidiaries of the Company operating primarily in such jurisdiction is greater than 3% of ebitda of the Company and its Restricted Subsidiaries for such 12 month period and
for which the Agent acting in consultation with the Company has reasonably determined that the value of the guarantees and Liens granted by such Subsidiaries outweighs the aggregate costs associated in connection therewith, (x) any Subsidiary
ceasing to qualify as an Immaterial Subsidiary, (y) the Borrower’s designation of a Wholly-Owned Unrestricted Subsidiary as a Restricted Subsidiary pursuant to Section 5.01(l) (unless such Subsidiary is an Immaterial
Subsidiary) or (z) the acquisition of any property by any Loan Party (subject to the applicable limitations set forth in the Security Agreement) that is not already subject to a perfected first priority security interest (subject to Permitted
Liens) in favor of the Agent for the benefit of the Secured Parties, the Company shall, in each case at the Company’s expense: 
 (A) in the case of any Domestic Subsidiary, within 90 days after such formation, acquisition, designation or failure to qualify as an Immaterial Subsidiary, except to the extent prohibited or
restricted by applicable law or by contract existing on the Closing Date, cause such Domestic Subsidiary to duly execute and deliver to the Agent a counterpart of the US Subsidiary Guaranty guaranteeing the other Loan Parties’ obligations under
the Loan Documents; provided the foregoing requirement shall not apply to (i) Domestic Subsidiaries which are owned directly or indirectly, by one or more Foreign Subsidiaries, (ii) any
Wholly-Owned domestic Restricted Subsidiary substantially all of the assets of which constitute the equity of controlled foreign corporations, (iii) Subsidiaries which are designated as, and which qualify
as, Unrestricted Subsidiaries, (iv) captive insurance company subsidiaries, (v) not-for-profit subsidiaries, (vi) special purpose entities and
(vii) Immaterial Subsidiaries. 

  
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 (B) in the case of any Foreign Subsidiary, within 90 days after such
formation, acquisition, designation or failure to qualify as an Immaterial Subsidiary, cause such Foreign Subsidiary to duly execute and deliver to the Agent a counterpart of the Foreign Subsidiary Guaranty guaranteeing the other Foreign
Subsidiaries’ obligations under the Loan Documents; provided that the foregoing requirement shall not apply to (i) Unrestricted Subsidiaries, (ii) captive insurance companies, (iii) not-for-profit subsidiaries, (iv) special purpose entities and (v) Immaterial Subsidiaries. 
 (C) within 90 days after such formation, acquisition, designation or failure to qualify as an Immaterial Subsidiary, furnish to the Agent a description of the real and personal properties of such
Subsidiary in detail reasonably satisfactory to the Agent; 
 (D) within 90 days after such formation,
acquisition, designation or failure to qualify as an Immaterial Subsidiary, take, and cause such Subsidiary to take, whatever action (including, without limitation, supplements to the Security Agreement, supplements to the Intellectual Property
Security Agreements and other security and pledge agreements, in all such cases, as specified by and in form and substance reasonably satisfactory to the Agent (including delivery of all Pledged Debt of such Subsidiary, and other instruments
representing such Pledged Debt indorsed in blank to the extent required by the applicable Collateral Document), in all such cases to the same extent that such documents and instruments would have been required to have been delivered by Persons that
were Guarantor Subsidiaries on the Closing Date, securing payment of all the Obligations of such Subsidiary under the Loan Documents; provided that in no event shall Excluded Foreign Subsidiaries be required to grant Liens on their properties
to secure the Obligations of the Company or any Domestic Subsidiary of the Company; 
 (E) with respect to any
Material Owned Real Property of a Subsidiary not owned by such Subsidiary as of the Closing Date, within 60 days after such formation, acquisition, designation or failure to qualify as an Immaterial Subsidiary, take, and cause such Subsidiary
Guarantor or such parent to take, whatever action (including, without limitation, the recording of mortgages, assignments, the filing of Uniform Commercial Code financing statements, the giving of notices, the endorsement of notices on title
documents and the furnishing to the Agent of a ‘life of loan’ flood zone determination and evidence of flood insurance) as may be necessary or advisable in the reasonable opinion of the Agent to vest in the Agent (or in any representative
of the Agent designated by it) valid and subsisting Liens on the Material Owned Real Property; provided that in no event shall Excluded Foreign Subsidiaries be required to grant Liens on their properties to secure the Obligations of the
Company or any Domestic Subsidiary of the Company; 

  
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 (F) contemporaneously with the delivery of such Collateral Documents
required to be delivered to the Agent, upon the request of the Agent in its reasonable discretion, a signed copy of an opinion, addressed to the Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Agent,
as to the validity and enforceability of the agreements entered into pursuant to this Section 5.01(h) and as to such other related matters as the Agent may reasonably request, within 90 days after such formation or acquisition; and

 (G) at any time and from time to time, promptly execute and deliver any and all further instruments and
documents and take all such other action as the Agent may reasonably deem necessary or desirable in perfecting and preserving the Liens of the Secured Parties under the mortgages, pledges, assignments, security agreement supplements, Intellectual
Property Security Agreement supplements and security agreements required under the terms of the Loan Documents. 

(ii) The time periods set forth in this Section 5.01(h) may be extended in the reasonable discretion of the
Agent, upon the request of the Company, if the Company and the Loan Parties are actively pursuing same. Any documentation delivered pursuant to this Section 5.01(h) shall constitute a Loan Document hereunder and any such document
creating or purporting to create a Lien in favor of the Agent for the benefit of the Secured Parties shall constitute a Collateral Document hereunder. 
 The foregoing requirements of this Section 5.01(h) (a) shall not apply to (i) pledges and security interests prohibited or restricted by applicable law (including any requirement to
obtain the consent of any Governmental Authority or third party), (ii) pledges and security interests in agreements, licenses and leases that are prohibited or restricted by such agreements, licenses and leases (including any requirement to
obtain the consent of any Governmental Authority or third party), to the extent prohibited or restricted thereby, and except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code or other applicable law,
other than proceeds thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition, (iii) any assets or guaranty to the extent a security interest in such assets or the making
of such guaranty would result in material adverse tax consequences as reasonably determined by the Company and the Agent, (iv) any real property interest constituting “Principal Property”, as defined in the Existing Sealed Air Notes
and the capital stock of any Subsidiary, in each case which cannot be pledged thereunder without triggering the equal and ratable clauses thereunder, while any Existing Sealed Air Notes remain outstanding, (v) any immaterial fee-owned real
property and any leasehold interest (it being understood there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters), (vi) letter of credit rights and


  
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commercial tort claims valued at less than $10,000,000, (vii) any governmental licenses or state or local franchises, charters and authorizations, to the extent a security interest in any
such license, franchise, charter or authorization is prohibited or restricted thereby, (viii) Margin Stock and to the extent prohibited by the terms of any applicable charter, joint venture agreement, shareholders agreement or similar
agreement, equity interests in any Person other than material Wholly-Owned Restricted Subsidiaries, (ix) any lease, license or agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a
grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto after giving effect to the applicable
anti-assignment provisions of the Uniform Commercial Code or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law
notwithstanding such prohibition and (x) in the case of the capital stock of any Excluded Foreign Subsidiary to secure the Obligations of the Company or any Domestic Subsidiary of the Company, shall be limited to 65% of the stock of such
foreign subsidiary or such U.S. entity, as the case may be, (b) shall require no actions to perfect a security interest in letter of credit rights, chattel paper, hedge agreements, tax refunds, motor vehicles and other assets subject to
certificates of title or commercial tort claims other than the filing of a Uniform Commercial Code financing statement or analogous form and (c) shall require no control agreements with respect to any Collateral. 

For purposed of clause (i) above, “ebitda” means the net income of the respective Subsidiary for the respective period
adjusted by adding thereto (or subtracting in the case of a gain) the following amounts to the extent deducted or included, as applicable, and without duplication, when calculating net income (a) interest expense, (b) income taxes,
(c) any extraordinary gains or losses, (d) gains or losses from sales of assets (other than from sales of inventory in the ordinary course of business), (e) all amortization of goodwill and other intangibles and (f) depreciation.

 (i) Use of Proceeds. The Borrowers shall use the entire amount of the proceeds of the Advances as provided in
Section 2.18. 
 (j) Payment of Taxes, Etc. The Company and each Subsidiary shall, pay and discharge before
the same shall become delinquent, all lawful governmental claims, taxes, assessments, charges and levies (including but not limited to, taxes or levies imposed pursuant to ERISA), except where (a) contested in good faith, by proper proceedings
and adequate reserves therefor have been established on the books of the Company, the appropriate Subsidiary in conformity with GAAP or (b) the failure to comply with the covenants in this Section 5.01 would not, in the aggregate
over all such failures, have a Material Adverse Effect. 
 (k) Maintenance of Ratings. Use commercially reasonable efforts
to maintain at all times (a) corporate family ratings from Moody’s and corporate credit ratings from S&P and (b) ratings for the Facilities from Moody’s and S&P. 

  
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 (l) Designation of Subsidiaries. The Company may at any time designate any Subsidiary
(other than the Company or any other Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default (including in respect of
Section 5.02(d)) shall have occurred and be continuing and (b) immediately after giving effect to such designation, the Borrowers shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 5.03.
The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the Borrowers therein (and must comply as such with the limitations investments under Section 5.02(d)) at the date of designation in an
amount equal to the net book value of the Borrowers’ investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such
Subsidiary existing at such time. Any Subsidiary designated as an Unrestricted Subsidiary may subsequently be re-designated as a Restricted Subsidiary; provided that no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if
it was previously designated as an Unrestricted Subsidiary. 
 (m) Post-Closing
Matters. The Borrowers shall ensure that the matters specified in Schedule 5.01(m) shall be completed or otherwise satisfied as set forth and in the time periods (as extended by the Agent in its discretion) in such Schedule. 

(n) Belgian Real Estate. Each Borrower and each Guarantor which at any time acquires real estate located in Belgium shall, within
ten Business Days thereof and unless it has already done so previously, deliver to the Agent a mandate for notarial acknowledgment of debt granted by it to Persons nominated by the Agent, duly executed by two directors (or, if applicable, such other
number of directors or officers as have full representation powers pursuant to the statutes) of such Borrower or Guarantor, in such form as the Agent shall request. 
 (o) Accounting Changes. The Loan Parties and Restricted Subsidiaries shall provide written notice to the Agent at least thirty (30) days prior to any changes in (i) its accounting
policies or reporting practices, except as permitted or required by GAAP or (ii) its Fiscal Year. 
 (p) [Reserved].

 (q) Australian PPSA and New Zealand PPSA. If the Agent determines that a Loan Document (or a transaction in connection
with it) is or contains a security interest for the purposes of the Australian PPSA and/or the New Zealand PPSA, each Borrower and each Guarantor agrees to do anything (such as obtaining consents, signing and producing documents, getting documents
completed and signed and supplying information) which the Agent asks and considers necessary for the purposes of: 
 (i) ensuring that the security interest is enforceable, perfected (including, where possible, by control in addition to registration) and otherwise effective; or 

  
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 (ii) enabling the Agent to apply for any registration, or give any
notification, in connection with the security interest so that the security interest has the priority required by the Agent; or 
 (iii) enabling the Agent to exercise rights in connection with the security interest. 
 (r) Sanctions and Anti-Corruption Laws. Each Borrower agrees that it shall not, and shall not permit any of its respective Subsidiaries to: 

(i) use the proceeds of any Borrowing or any Letter of Credit directly or, to the knowledge of any Responsible Officer of
the Company, indirectly, 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
of any Sanctions. 
 (ii) use the proceeds of any Borrowing or any Letter of Credit directly, or, to the
knowledge of any Responsible Officer of the Company, indirectly, for any purpose which would result in any material breach the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, or other similar legislation
relating to bribery or corruption in other jurisdictions applicable to the Borrowers or their respective Subsidiaries (collectively, “Anti-Corruption Laws”). 
 SECTION 5.02 Negative Covenants. So long as any Advance or Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder: 

(a) Liens. The Company will not, and will not permit any of its Restricted Subsidiaries to, create, assume or suffer to exist any
Lien on any asset now owned or hereafter acquired by it, except: 
 (i) Liens arising under the Collateral
Documents or any incremental amendment agreement; 
 (ii) Liens on any asset securing Indebtedness permitted
under Section 5.02(b)(viii); 
 (iii) Liens existing on the date hereof and listed on
Schedule 5.02(a) hereto; 
 (iv) any Lien on any asset of any Person existing at the time such
Person becomes a Subsidiary of the Company and not created in contemplation of such event; 
 (v) any Lien on any
asset of any Person existing at the time such Person is merged or consolidated with or into the Company or any of its Subsidiaries and not created in contemplation of such event; 

(vi) any Lien on any asset existing prior to the acquisition thereof by the Company or any of its Subsidiaries and not
created in contemplation of such acquisition; 

  
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 (vii) any Lien arising out of the renewal, replacement or refunding of any
Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased other than by an amount equal to any reasonable financing fees and is not secured by any
additional assets; 
 (viii) [Reserved]; 

(ix) Permitted Liens; 
 (x) Liens not otherwise permitted by this Section 5.02(a) securing Indebtedness in an aggregate principal amount outstanding at any time not exceeding $250,000,000; and 

(xi) Liens pursuant to a Permitted Receivables Financing that is permitted pursuant to Section 5.02(b)(xi).

 (b) Indebtedness. None of the Loan Parties will, or will permit any of its Restricted Subsidiaries to, create, incur,
assume or suffer to exist any Indebtedness, except: 
 (i) Indebtedness under the Loan Documents; 

(ii) Indebtedness existing on the date hereof and listed on Schedule 5.02(b) hereto and any Permitted
Refinancing Indebtedness in respect thereof; 
 (iii) Indebtedness in respect of the Existing Sealed Air Notes
and any Permitted Refinancing Indebtedness in respect thereof; 
 (iv) Indebtedness of any Person existing at the
time such Person becomes a Subsidiary of the Company or is merged or consolidated into the Company or any of its Subsidiaries and not created in contemplation of such event; provided that on a Pro Forma Basis (assuming that such event had
been consummated on the first day of the most recently ended period of four fiscal quarters for which financial statements have been or are required to have been delivered pursuant to Section 5.01(a)), the Company would have been in
compliance with Section 5.03 determined as of the last day of such period, and any renewal, replacement or refunding thereof so long as such renewal, replacement or refunding does not increase the amount of such Indebtedness; 

(v) Indebtedness of (A) any Loan Party to any other Loan Party; (B) any Group Member which is not a Loan Party
to any other Group Member which is also not a Loan Party; (C) any Loan Party to any Group Member which is not a Loan Party and (D) any Group Member which is not a Loan Party to any Loan Party to the extent permitted pursuant to
Section 5.02(d)(x), and in each 

  
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case as applicable including Indebtedness in connection with obligations under Liquidity Structures; provided that in each case of subclauses (A) through
(D) of this clause (v), (x) all such Indebtedness owing by or payable by a Loan Party, shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Agent and (y) all such Indebtedness to
the extent owed to a Loan Party, be pledged to the Agent for the benefit of the applicable Secured Parties under the applicable Collateral Documents; 
 (vi) Indebtedness in connection with issuance of one or more performance bonds securing obligations of the type set forth in clauses (a) and (b) of the definition of
“Permitted Liens”; 
 (vii) Indebtedness in connection with Cash Management Obligations;

 (viii) Capital Lease Obligations and purchase money obligations for fixed or capital assets in an aggregate
amount not to exceed $100,000,000 outstanding at any time; 
 (ix) subject to the proviso at the end of this
Section 5.02(b), other Indebtedness; provided that no Event of Default has occurred and is continuing at the time of incurrence thereof and on the date of incurrence thereof (or would result from such incurrence), either
(a) the Company shall be in compliance with the financial covenant set forth in Section 5.03 (except that for purposes of determining compliance with this clause (ix), the applicable Net Total Leverage Ratio in
Section 5.03 shall be reduced by 0.50:1.00) determined as of the end of the fiscal quarter immediately preceding such date on a Pro Forma Basis to include such Indebtedness and all other Indebtedness incurred since the end of such fiscal
quarter or (b) the Company shall be in compliance with the financial covenant set forth in Section 5.03 determined as of the end of the fiscal quarter immediately preceding such date on a Pro Forma Basis to include such Indebtedness
and all other Indebtedness incurred since the end of such fiscal quarter and the Interest Coverage Ratio is equal to or greater than 2.00:1.00, as determined on a Pro Forma Basis as of the end of the fiscal quarter immediately preceding such
date; 
 (x) subject to the proviso at the end of this Section 5.02(b), other Indebtedness in an
aggregate principal amount not to exceed the greater of (A) $750,000,000, and (B) an amount of Indebtedness such that, at the time of the incurrence of such Indebtedness, the Net Total Secured Leverage Ratio, determined as of the end of
the fiscal quarter immediately preceding the date of such incurrence, on a Pro Forma Basis, shall not be greater than 3.50:1:00; provided, in each case, that no Event of Default has occurred and is continuing at the time of incurrence thereof
and on the date of incurrence thereof (or would result from such incurrence); 

  
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 (xi) Indebtedness in respect of Permitted Receivables Financings;
provided that, in the event the aggregate size of Permitted Receivables Financings pursuant to this clause (xi) exceeds $300,000,000 (or the Equivalent thereof at the time of incurrence), then 100% of all additional Indebtedness
in respect of Permitted Receivables Financings shall be applied to the mandatory repayment of indebtedness under this Agreement under the terms of Section 2.11(b)(ii)(C) hereof; 

(xii) any liability arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred
to in Section 2:403 of the Dutch Civil Code; 
 (xiii) any liability arising as a result of Group Members
forming part of a fiscal unity (fiscale eenheid); 
 (xiv) unsecured Indebtedness of any Foreign Subsidiary in an
aggregate amount not to exceed $500,000,000 outstanding at any time; and 
 (xv) Indebtedness of the Company or
any Restricted Subsidiary in connection with obligations under Liquidity Structures. 
 provided that notwithstanding anything to the
contrary contained in clauses (ix) and (x) above, the total aggregate amount of Indebtedness incurred thereunder by all Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed an aggregate amount of $250,000,000
outstanding at any time. 
 (c) Restricted Payments. Neither the Company nor any Restricted Subsidiary will, directly or
indirectly, declare or make any Restricted Payment or incur any obligation (contingent or otherwise) to do so, except: 
 (i) the Company and its Restricted Subsidiaries may make dividends and other distributions payable solely in Equity Interests of such Person; 

(ii) (A) any Group Member may make distributions to the Company or to any Loan Party, and (B) any Group Member
which is not a Loan Party may make distributions to any other Group Member which is also not a Loan Party; provided that in the case of Restricted Payments in the form of distributions from Subsidiaries of the Company that are not
Wholly-Owned Subsidiaries of the Company (whether directly or indirectly held), such distributions are made on a ratable basis to all equity holders; provided further that in no event shall any Domestic Subsidiaries be permitted to make
Restricted Payments to any Foreign Subsidiaries that are not Loan Parties under this provision (it being understood and agreed that (i) distributions may be made by Loan Parties to any Group Member that is not a Loan Party as part of a related
series of transactions in which the money or property being distributed ultimately is received by a Loan Party and (ii) distributions may be made by Domestic Subsidiaries to Foreign Subsidiaries that are not Loan Parties as part of a related
series of transactions in which the money or property being distributed ultimately is received by a Foreign Subsidiary that is a Loan Party; provided however, that to the extent any “related series of transactions”, as referred to
in this Section 5.02(c)(ii), involves a transaction that is not a distribution, such transaction, as determined by the Agent, shall not adversely affect the interests of the Lenders); 

  
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 (iii) repurchases of Equity Interests in a cashless transaction deemed to
occur upon exercise or vesting of restricted stock, stock options or warrants; 
 (iv) to the extent constituting
Restricted Payments, the Company and its Restricted Subsidiaries may enter into transactions permitted by Sections 5.02(e) and 5.02(f); 
 (v) the Company may make Restricted Payments in cash in an aggregate amount not to exceed (A) $125,000,000 for the Fiscal Year ended December 31, 2014, (B) $150,000,000 for the Fiscal
Year ended December 31, 2015, (C) $175,000,000 for the Fiscal Year ended December 31, 2016, (D) $200,000,000 for the Fiscal Year ended December 31, 2017 (E) $225,000,000 for the Fiscal Year ended
December 31, 2018, and (F) $250,000,000 for the Fiscal Year ended December 31, 2019 and each Fiscal Year thereafter; provided, however, that if the amount of Restricted Payments in cash by the Company is less
than the amount permitted hereunder in the applicable Fiscal Year (the “Unused Amount”), the Unused Amount may be carried forward for such payments permitted hereunder in the immediately succeeding two Fiscal Years; and
provided, further, to the extent any such Unused Amount is carried forward to subsequent years, it will be deemed used in the applicable subsequent Fiscal Year before the amount provided above for such Fiscal Year; 

(vi) the Company may make Restricted Payments in cash so long as (x) the Net Total Leverage Ratio as of the end of
the fiscal quarter immediately preceding the date of such Restricted Payment, on a Pro Forma Basis, is at least 0.25:1.00 less than the maximum Net Total Leverage Ratio otherwise then required pursuant to Section 5.03, (y) the
Company is Liquidity Test Compliant both before and, on a Pro Forma Basis, after the consummation of such Restricted Payment, and (z) no Default or Event of Default has occurred and is continuing, or would result therefrom; 

(vii) the Company may make Restricted Payments in cash in an aggregate amount not to exceed the Available Basket Amount on
the date of such Restricted Payment; 
 (viii) the Company may make other Restricted Payments in cash in an
aggregate amount not to exceed $125,000,000 in any Fiscal Year; and 
 (ix) Restricted Payments to pay for the
settlement, repurchase, retirement or other acquisition or retirement for value, or satisfaction of any obligation, of Equity Interests of the Company or any direct or indirect parent company of the Company held by any future, present or former
employee, 

  
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director, manager or consultant of the Company, any of its Subsidiaries or any direct or indirect parent company of the Company pursuant to any management equity plan or stock option plan or any
other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Company or any direct or indirect parent
company of the Company in connection with such repurchase, retirement or other acquisition); provided that the aggregate Restricted Payments made under this clause (ix) do not exceed in any calendar year $10,000,000 (with unused amounts
in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $15,000,000 in any calendar year); provided further that such amount in any calendar year may be
increased by an amount not to exceed: (A) the cash proceeds from the sale of Equity Interests of the Company and, to the extent contributed to the Company, the cash proceeds from the sale of Equity Interests of any direct or indirect parent
company of the Company, in each case to any future, present or former employees, directors, managers or consultants of the Company, any of its Subsidiaries or any direct or indirect parent company of the Company that occurs after the Closing Date,
plus (B) the cash proceeds of key man life insurance policies received by the Company and the Restricted Subsidiaries after the Closing Date, less (C) the amount of any Restricted Payments previously made pursuant to
clauses (A) and (B) of this clause (ix); and provided further that cancellation of Indebtedness owing to the Company or any Restricted Subsidiary from any future, present or former employees, directors, managers or
consultants of the Company, any direct or indirect parent company of the Company or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Company or any direct or indirect parent company of the Company will not be
deemed to constitute a Restricted Payment for purposes of this Section 5.02(c) or any other provision of this Agreement. 
 (d) Investments. Neither the Company nor any Restricted Subsidiary will, directly or indirectly, make or hold any Investments, except: 

(i) Investments held by the Company or any of its Restricted Subsidiaries in the form of Cash Equivalents; 

(ii) Investments existing on the date hereof and listed on Schedule 5.02(d) (or with respect to
Investments in Equity Interests, listed on Schedule 4.01(l)) hereto and extensions, renewals, modifications, restatements or replacements thereof; provided, that no such extension, renewal, modification or restatement shall increase the
amount of the original loan, advance or investment, except by an amount equal to any premium or other reasonable amount paid in respect of the underlying obligations and fees and expenses incurred in connection with such replacement, renewal or
extension; 
 (iii) advances to officers, directors and employees of the Company and its Restricted Subsidiaries
in an aggregate amount not to exceed $15,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; 

  
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 (iv) Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent
reasonably necessary in order to prevent or limit loss; 
 (v) Investments (including debt obligations and Equity
Interests) received in satisfaction of judgments or in connection with the bankruptcy or reorganization of suppliers and customers of the Company and its Restricted Subsidiaries and in settlement of delinquent obligations of, and other disputes
with, such customers and suppliers arising in the ordinary course of business; 
 (vi) Permitted Acquisitions;

 (vii) Investments consisting of extensions of credit or endorsements for collection or deposit in the ordinary
course of business; 
 (viii) promissory notes and other similar non-cash
consideration received by the Company and its Restricted Subsidiaries in connection with dispositions not otherwise prohibited under this Agreement; 
 (ix) Investments in Swap Contracts entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; 

(x) (A) Investments by the Company or its Restricted Subsidiaries in any Loan Party or entity that becomes a Loan
Party as a result of such Investment, provided that, the amount of Investments by any Domestic Loan Party under this clause (x)(A) in any Loan Party that is not a Domestic Loan Party shall be subject to the applicable restriction in
the definition of Liquidity Structures, (B) Investments by any Group Member which is not a Loan Party in any other Group Member which is also not a Loan Party and (C) Investments by any Loan Party in a Group Member which is not a Loan
Party in an aggregate amount not to exceed $250,000,000 (exclusive of any amounts permitted pursuant to clause (A) above) at any time (net of any returns of capital); 

(xi) Guarantees of Leases and of other obligations not constituting Indebtedness of the Company and its Restricted
Subsidiaries entered into in the ordinary course of business; 
 (xii) Investments by the Company or any of its
Restricted Subsidiaries so long as (x) the Net Total Leverage Ratio as of the end of the fiscal quarter immediately preceding the date of such Investment, on a Pro Forma Basis, is at least 0.25:1.00 less than the maximum Net Total Leverage
Ratio otherwise then required pursuant to Section 5.03, and (y) no Default or Event of Default has occurred and is continuing or would result therefrom; 

  
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 (xiii) Investments by the Company and its Restricted Subsidiaries in an
aggregate amount not to exceed the Available Basket Amount on the date of such Investment; 
 (xiv) Investments
by the Company and its Restricted Subsidiaries made in cash in an aggregate amount not to exceed $150,000,000 at any time outstanding; and 
 (xv) Investments constituting loans and advances among the Company and its Restricted Subsidiaries for working capital and other ordinary course purposes pursuant to, and in accordance with, the Liquidity
Structures. 
 (e) Dispositions. Neither the Company nor any Restricted Subsidiary will make any Disposition or enter into
any agreement to make any Disposition, except: 
 (i) Dispositions of obsolete, worn out, damaged, surplus or
otherwise no longer used or useful machinery, parts, equipment or other assets no longer used or useful in the conduct of the business of the Company or any of its Restricted Subsidiaries in the ordinary course of business; 

(ii) Dispositions of Cash Equivalents and inventory in the ordinary course of business (including the sale, transfer or
other disposition of overdue or disputed accounts receivable, in connection with the compromise or collection thereof) and the conversion of cash into Cash Equivalents and Cash Equivalents into cash; 

(iii) Dispositions of property subject to Events of Loss; 

(iv) the sale or issuance of any Subsidiary’s Equity Interests to the Company or any Restricted Subsidiary;
provided that any Subsidiary Guarantor shall only issue or sell its Equity Interests to the Company or another Loan Party; 
 (v) Dispositions by the Company to any Subsidiary, or by any Subsidiary to the Company or to another Subsidiary of the Company; provided that if the transferor is a Restricted Subsidiary, the
transferee thereof must either be the Company or a Restricted Subsidiary; provided, further that if the transferor is the Company or a Guarantor, the transferee must be either the Company or a Guarantor; provided, further
that the immediately preceding proviso shall not be applicable if either (i) (w) the transferor is a Domestic Loan Party and the transferee is a Foreign Subsidiary that is not a Loan Party, (x) the assets being
transferred are Equity Interests in a Foreign Subsidiary and are being transferred as part of a foreign subsidiary rationalization program effected in good faith by the Company and (y) the transfer is made for fair market value
as determined by the Company in its reasonable discretion or (ii) (w) the transferor is a Foreign Subsidiary that is Loan Party and the transferee is a Foreign Subsidiary that is not a Loan Party, (x) the assets being transferred are
Equity Interests, (y) the transfer 

  
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is made for cash consideration payable in immediately available funds and (z) the transfer is made for fair market value as determined by the Company in its reasonable discretion (it being
understood and agreed that Dispositions may be made between Loan Parties as part of a related series of transactions in which the money or property being transferred ultimately is received by a Loan Party; provided however, to the extent any
“related series of transactions”, as referred to in this Section 5.02(e)(v), involves a transaction with a Person that is not a Loan Party, such transaction shall not adversely affect the interests of the Lenders as determined
by the Agent); 
 (vi) Dispositions that are Investments not prohibited by Section 5.02(d);

 (vii) Dispositions of property or assets (A) with a fair market value (as reasonably determined by the
Company) of less than $5,000,000; and (B) with a fair market value (as reasonably determined by the Company) of $5,000,000 or more from a Loan Party to a Subsidiary that is not a Loan Party or to a joint venture of a Loan Party,
provided, that as of the date of such Disposition the aggregate fair market value of all property and assets subject to such Dispositions (reasonably determined by the Company at the time of such Dispositions) pursuant to
clause (B) of this clause (vii) during the term of this Agreement does not exceed $50,000,000; 
 (viii) Dispositions of Unrestricted Subsidiaries; 
 (ix) Leases,
subleases, licenses or sublicenses of assets or properties in the ordinary course of business and which do not materially interfere with the business of the Company and its Restricted Subsidiaries; 

(x) Dispositions of IP Rights which, in the reasonable good faith determination of the Borrower, are not material to the
conduct of the business of the Company and its Restricted Subsidiaries, the expiration and abandonment of IP Rights and other transfers of IP Rights and copyrighted material in the ordinary course of business or that are otherwise not material to
the conduct of the business of the Company and its Restricted Subsidiaries; 
 (xi) Dispositions of assets or
properties to the extent that such assets or properties are exchanged for credit against the purchase price of similar replacement assets or properties or the proceeds of such Disposition are reasonably promptly applied to the purchase price of such
replacement assets or properties, in each case, in the ordinary course of business; 
 (xii) termination of Swap
Contracts; 
 (xiii) other Dispositions by the Company and its Restricted Subsidiaries; provided that
(A) at the time of such Disposition, no Event of Default has occurred and is continuing (or would result therefrom), (B) the aggregate book 

  
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value of all property Disposed of in reliance on this clause (xiii) in any Fiscal Year shall not exceed 15% of the Company’s Consolidated Net Tangible Assets, as determined as of the
last day of the preceding Fiscal Year, and (C) with respect to any Disposition or series of related Dispositions with an aggregate sale price in excess of $10,000,000, at least 75% of the consideration received for each such Disposition or
series of related Dispositions shall be in the form of cash or Cash Equivalents; 
 (xiv) any other Disposition
identified prior to the Second Restatement Effective Date and set forth on Schedule 5.02(e)
hereto;1 

(xv) sales of any receivables in connection with Permitted Receivables Financings permitted pursuant to
Section 5.02(b)(xi) with a total aggregate maximum facility size not to exceed $300,000,000 (or the Equivalent thereof at the time of incurrence); and 

(xvi) sales of receivables (other than as part of a Permitted Receivables Financing) so long as (A) no Default or
Event of Default has occurred and is continuing or would result therefrom, (B) each such sale is for cash which is paid at the time of such sale, (C) each such receivable sold is not past due, and (D) following such sale, such
receivable is no longer recourse to the Company or any of its Subsidiaries. 
 (f) Fundamental Changes. The Company will
not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or
otherwise dispose of, all or substantially all its business units, assets or other properties, except that: 

(i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of
the Company or any other Person may be merged, amalgamated or consolidated with or into the Company or any Borrower; provided that (A) the Company or such Borrower shall be the continuing or surviving entity or (B) if the Person
formed by or surviving any such merger, amalgamation or consolidation is not the Company or such Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall, as the case may be, be an entity
organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof or in the case of a Borrower that is a Foreign Subsidiary, under the law of the jurisdiction where the relevant Borrower
that is a Foreign Subsidiary was organized, (2) the Successor Borrower shall expressly assume all the obligations of the Company or such Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in
form reasonably satisfactory to the Agent, (3) each Guarantor, unless it is the other 
  

	1 	 Note: Disposition schedule to be updated per Term Sheet. 



  
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party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its guaranty thereunder shall apply to any Successor Borrower’s obligations under this
Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to any applicable Collateral Document, affirmed that all of its obligations thereunder
shall still apply and (5) the Successor Borrower shall have delivered to the Agent an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guaranty and the perfection and
priority of the Liens under the applicable Collateral Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Company or such Borrower, as applicable, under this
Agreement); 
 (ii) so long as no Default or Event of Default has occurred and is continuing or would result
therefrom, any Subsidiary of the Company (other than any Subsidiary that is a Borrower) or any other Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Company (other than any Subsidiary that is a
Borrower), provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Company
shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or
consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall, execute a supplement to
the Guaranty and the relevant Collateral Documents in form and substance reasonably satisfactory to the Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties,
(iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) the Company shall have delivered to the Agent an officers’ certificate
stating that such merger, amalgamation or consolidation and any such supplements to any Collateral Document preserve the enforceability of the Guaranties and the perfection and priority of the Liens under the applicable Collateral Documents;

 (iii) any Restricted Subsidiary that is not a Loan Party may sell, lease, transfer or otherwise dispose of any
or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Restricted Subsidiary; 
 (iv) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Loan Party, provided that the consideration for any
such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; 

  
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 (v) any Restricted Subsidiary may liquidate or dissolve if the Company
determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; 
 (vi) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Company and the Restricted Subsidiaries may consummate a merger,
dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 5.02(e) or an Investment permitted pursuant to Section 5.02(d); 

(vii) the Company and the Restricted Subsidiaries may consummate a Disposition constituting the sale of manufacturing
facilities and related assets, in connection with establishing outsourcing arrangements providing substantially similar functionality; and 
 (viii) any other transaction set forth on Schedule 5.02(e) may be consummated; 

provided, however, except as permitted by Section 5.02(e)(x)(v), Section 5.02(e)(xiv) or Section 5.02(f)(vii), neither the
Company nor any Domestic Subsidiary will convey, sell, lease, assign, transfer or otherwise dispose of (collectively, a “transfer”) any of its property, business or assets (including, without limitation leasehold interests), whether now
owned or hereafter acquired, to any Foreign Subsidiary, except to the extent that such transfer or series of related transfers (A) individually or in the aggregate, would not reasonably be expected to materially and adversely affect the
business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, (B) are made for cash consideration payable in immediately available funds (provided that this clause (B) shall not apply to
any transfer of Equity Interest for which reasonable equivalent non-cash value is given), and (C) are made for consideration equal to the value of the asset or assets that would be attributed to such asset or assets being transferred by an
independent and unaffiliated third party purchasing such assets in an arms-length sale transaction as of such date, as determined in good faith by the Company. 
 (g) Change in Nature of Business. The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than the businesses in which the Company and its
Subsidiaries, taken as a whole, are engaged on the Second Restatement Effective Date, plus extensions and expansions thereof, and businesses and activities ancillary or complimentary thereto. 

(h) Transactions with Affiliates. Neither any Loan Party nor any Restricted Subsidiary will effect any transaction with any
Affiliate of the Company that is not a Restricted Subsidiary, having a value, or for consideration having a value, in excess of $50,000,000 unless the board of directors (or the person duly authorized to perform similar functions) of the Company or
such Restricted Subsidiary shall make a good faith determination that the terms of such transaction are, taken as a whole, no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would at the time be obtainable for a
comparable transaction in arms-length dealing with an unrelated third 

  
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party; provided, however, that this Section 5.02(h) shall not apply to (i) overhead and other ordinary course allocations of costs and services on a reasonable
basis, (ii) allocations of tax liabilities and other tax-related items among the Company and its Affiliates based principally upon the financial income, taxable income, credits and other amounts directly
related to the respective parties, to the extent that the share of such liabilities and other items allocable to the Company and its Restricted Subsidiaries shall not exceed the amount that such Persons would have been responsible for as a direct
taxpayer and (iii) any Investment permitted by Section 5.02(d) or any Restricted Junior Payment permitted by Section 5.02(l), and (iv) the Liquidity Structure; provided, further, that this
provision shall not permit Dispositions, sales, loans, leases, assignments, transfers or other dispositions to any Foreign Subsidiary which is otherwise restricted under any other provisions of this Section 5.02. 

(i) Speculative Hedging Activities. Neither the Company nor any Restricted Subsidiary will enter into any Swap Contracts other than
in the ordinary course of business for non-speculative purposes and consistent with sound business practice. 
 (j) Sales and Leasebacks. Except as set forth on Schedule 5.02(j), neither any Loan Party nor any Restricted Subsidiary will (i) become or remain liable as lessee or as a guarantor
or other surety with respect to any lease of any property, whether now owned or hereafter acquired (A) which such Loan Party has sold or transferred or is to sell or transfer to any other Person (other than another Loan Party) or (B) which
such Loan Party intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by a Loan Party to any Person (other than another Loan Party) in connection with such lease, or (ii) create,
incur, assume or suffer to exist any obligations as lessee under operating leases or agreements to lease having an original term of one year or more that would cause the direct and contingent liabilities of the Company and its Subsidiaries, on
a consolidated basis, in respect of all such obligations to exceed $50,000,000 payable in any period of 12 consecutive months; provided that nothing in this Section 5.02(j) shall be construed to prevent the obligations
described herein from being incurred pursuant to Section 5.02(b)(x) (to the extent such obligations could otherwise be incurred pursuant to Section 5.02(b)(x)). 

(k) Negative Pledge. Neither any Loan Party nor any Restricted Subsidiary will enter into or suffer to exist, or permit any of its
Restricted Subsidiaries to enter into or suffer to exist, any agreement prohibiting, restricting or conditioning the creation, maintenance, reapplication or assumption of any Lien on the Collateral securing the Obligations pursuant to the Collateral
Documents, except (i) agreements in favor of the Secured Parties, (ii) agreements governing Indebtedness or other arrangements secured by Liens permitted under Section 5.02(a)) so long as such restrictions extend only to
(x) the property acquired with or subject to such Indebtedness or (y) the property subject to such other arrangements, as the case may be, (iii) agreements in existence on the Closing Date and set forth on Schedule 5.02(k)
including any renewals, extensions or replacements of such agreements on terms not materially less favorable to the interests of the Lenders than those in effect on the date of this Agreement, (vi) purchase money obligations for property
acquired in the ordinary course of business, (v) pursuant to any requirement of law or any applicable rule, regulation or order, (vi) any agreement or other 

  
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instrument of a Person acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or
that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, (vii) contracts for the sale of assets, including customary
restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, (viii) restrictions on cash
or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (ix) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating
solely to such joint venture, (x) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business, (xi) restrictions created in connection
with any Permitted Receivables Financing that, in the good faith determination of the Company, are necessary or advisable to effect such Permitted Receivables Financing, and (xii) agreements relating to Liquidity Structures to which the Agent,
any Co-Documentation Agent, any Co-Syndication Agent or any Affiliate of any of the aforementioned is a party. 
 (l)
Restricted Junior Payments. Neither any Loan Party nor any Restricted Subsidiary will, or will permit any of their Restricted Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior
Payment, except: 
 (i) the Company may make Restricted Junior Payments so long as (A) the Net Total
Leverage Ratio as of the end of the fiscal quarter immediately preceding the date of such Restricted Junior Payment, on a Pro Forma Basis, is less than the Net Total Leverage Ratio then required pursuant to Section 5.03, and (B) the
Company is Liquidity Test Compliant both before and, on a Pro Forma Basis, after the consummation of any such Restricted Junior Payment; 
 (ii) the Company may make Restricted Junior Payments in cash in an aggregate amount not to exceed the Available Basket Amount on the date of such Restricted Junior Payment; 

(iii) the Company may make Restricted Junior Payments by the conversion of the applicable Indebtedness to common equity of
the Company or Qualified Preferred Equity of the Company, applying the Net Cash Proceeds of the issuance of such common equity or such Qualified Preferred Equity to the payment of such Indebtedness or exchanging such Indebtedness solely for such
common equity or such Qualified Preferred Equity or Subordinated Indebtedness of the Company; and 
 (iv) the
Company may make other Restricted Junior Payments in cash in an aggregate amount not to exceed $125,000,000 during the term of this Agreement. 

  
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 (m) Capital Increase. The Company and the Loan Parties shall procure that the stated
share capital of (i) any Loan Party incorporated in Germany as a limited liability company (Gesellschaft mit beschränkter Haftung) or (ii) any general partner of a Loan Party which is established in Germany as a limited liability
partnership or a partnership (GmbH & Co. KG / GmbH & Co. oHG) will not be increased without the prior written consent of the Agent. 
 Notwithstanding anything in this Agreement to the contrary, (i) during any period of time that (A) the Covenant Ratings Condition has been satisfied and, as of the applicable date of
determination, has remained satisfied for an uninterrupted period of at least 30 consecutive days, and (B) no Event of Default has occurred and is continuing (the simultaneous occurrence of both of the events described in the
foregoing clauses (A) and (B) being collectively referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries will not be required comply with the terms of Sections 5.02(c),
5.02(d), 5.02(e), 5.02(j) and 5.02(l) collectively, the “Suspension Covenants”), and (ii) during any period of time when a Covenant Suspension Event shall have occurred and be continuing and
the Interest Coverage Ratio is greater than or equal to 2.00:1.00 (as determined on a Pro Forma Basis, giving effect to each anticipated indebtedness incurrence event, as of the end of the fiscal quarter immediately preceding such date), the Company
and the Restricted Subsidiaries will not be required to comply with the terms of clauses (i) through (xi) of Section 5.02(b) (but, for the avoidance of doubt, will still be required to comply with the proviso
at the end of Section 5.02(b)) (the “Suspension Debt Covenant”). In the event that the Company and the Restricted Subsidiaries are not required to comply with the Suspension Covenants or the Suspension Debt Covenant for
any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Covenant Ratings Condition is not satisfied (or in the case of the Suspension Debt Covenant, the Interest Coverage Ratio shall be
less than 2.00:1.00 as of such date), then the Company and the Restricted Subsidiaries will thereafter again be required to comply with the Suspension Covenants, and the Suspension Debt Covenant with respect to any future events or transactions.
Notwithstanding that the Suspension Covenants and the Suspension Debt Covenant may be reinstated, no Default, Event of Default or breach of any kind shall be deemed to exist under any Loan Document with respect to the Suspension Covenants or
Suspension Debt Covenant, as the case may be, and none of the Company or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any
contractual obligation arising prior to the Reversion Date, as a result of a failure to comply with the Suspension Covenants or the Suspension Debt Covenant during the Suspension Period (or upon termination of the Suspension Period or after that
time based solely on events that occurred during the Suspension Period); provided, that all prepayment obligations contained herein that make reference to any Suspension Covenant shall survive regardless of the occurrence of a Covenant
Suspension Event. 
 SECTION 5.03 Company Net Total Leverage Ratio. So long as any Advance or Letter of Credit shall
remain outstanding or any Lender shall have any Commitment hereunder, the Company will not permit the Net Total Leverage Ratio for any Test Period ending on the last day of a fiscal quarter set forth below to be greater than the ratio set forth
opposite 
 such Test Period below: 

  
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	 Fiscal Quarter Ending
	  	 Net Total Leverage Ratio

	September 30, 2014	  	4.75:1.00
	December 31, 2014	  	4.75:1.00
	March 31, 2015	  	4.75:1.00
	June 30, 2015	  	4.75:1.00
	September 30, 2015	  	4.75:1.00
	December 31, 2015	  	4.50:1.00
	March 31, 2016	  	4.50:1.00
	June 30, 2016	  	4.50:1.00
	September 30, 2016	  	4.50:1.00
	December 31, 2016	  	4.50:1.00
	March 31, 2017	  	4.50:1.00
	June 30, 2017	  	4.50:1.00
	September 30, 2017	  	4.50:1.00
	December 31, 2017	  	4.50:1.00
	March 31, 2018	  	4.50:1.00
	June 30, 2018	  	4.50:1.00
	September 30, 2018	  	4.50:1.00
	December 31, 2018	  	4.50:1.00
	March 31, 2019	  	4.50:1.00
	June 30, 2019 and thereafter	  	4.50:1.00

 provided, that the maximum Net Total Leverage Ratio permitted for the purpose of determining compliance with this
Section 5.03 shall be increased by 0.25:1.00 for the first four full fiscal quarters following the consummation of a Material Acquisition, without duplication (for the avoidance of doubt, no such increase in the maximum permitted Net
Total Leverage Ratio pursuant to this proviso shall be used in any calculation of the Net Total Leverage Ratio and/or determination of compliance with this Section 5.03 for purposes of any provision of Section 5.02);
provided, further, that at all times following satisfaction of the Collateral Ratings Condition and the release of the Collateral pursuant to Section 9.17(a) hereof, and notwithstanding anything to the contrary in this
Section 5.03, the Company will not permit the Net Total Leverage Ratio for any Test Period to be greater than 3.50:1.00. 
 ARTICLE VI 
 EVENTS OF DEFAULT 

SECTION 6.01 Events of Default. If any of the following events (“Events of Default”) shall occur and be
continuing: 
 (a) Payments. Any Borrower shall (i) default in the payment when due of any payment of principal of
its Advances or Notes or (ii) default, and such default shall continue unremedied for at least five Business Days, of any payment of interest on its Advances or Notes, of any fees or other amounts owing by it hereunder or thereunder; or


  
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 (b) Representations, etc. Any representation, warranty or statement made by any
Borrower herein or in any other Loan Document or in any certificate delivered pursuant hereto or thereto shall prove to have been, when made, untrue in any material respect; or 
 (c) Covenants. Any Borrower shall (i) default in the due performance or observance by it of any term, covenant or agreement contained in Sections 5.01(a)(iv)(A), 5.01(d),
5.01(i), 5.02 (other than subsections (f) or (g) thereof) or 5.03, or (ii) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in
Sections 6.01(a) or (b) and clause (i) of this Section 6.01(c) and other than Section 5.03 but including Sections 5.02(f) and (g)) contained in this Agreement and
such default described in this clause (ii) shall continue unremedied for a period of 30 days after written notice to the Company by the Agent or the Required Lenders; or 

(d) Default Under Other Agreements. (i) The Company or any of its Subsidiaries shall (x) default in any payment of any
Indebtedness (other than the Notes) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (y) default in the observance or performance of any agreement or condition relating to
any Indebtedness (other than the Notes) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or
to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated
maturity, or (ii) any Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled or other mandatory required prepayment or by reason of optional
prepayment or tender by the issuer at its discretion, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to this clause (d) unless the aggregate amount of all Indebtedness
referred to in clauses (i) and (ii) above exceeds $85,000,000 at any one time; or 
 (e) Bankruptcy, etc.
The Company or any of its Material Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the
“Bankruptcy Code”) or, in the case of a Foreign Subsidiary, any similar proceedings in the jurisdiction or state under the laws of which such Foreign Subsidiary is organized; or an involuntary case is commenced against the Company
or any of its Material Subsidiaries, and the petition is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code) or similar officer is appointed for, or takes charge of, all or
substantially all of the property of the Company or any of its Material Subsidiaries, or the Company or any of its Material Subsidiaries commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any of its Material Subsidiaries, or there is commenced against the Company or any of its Material Subsidiaries
any such 

  
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proceeding which remains undismissed for a period of 60 days, or the Company or any of its Material Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Company or any of its Material Subsidiaries suffers any appointment of any custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a
period of 60 days; or the Company or any of its Material Subsidiaries makes a general assignment for the benefit of creditors; or any corporate action is taken by the Company or any of its Material Subsidiaries for the purpose of effecting any
of the foregoing; or any Material Subsidiary having its center of main interests in Germany is unable to pay its debts when they fall due (zahlungsunfähig) or over-indebted (überschuldet) within the meaning of sect. 17 or 19 of the
German Insolvency Code, or any third party has filed for the opening of insolvency proceedings with respect to such Material Subsidiary unless such filing is obviously frivolous (offensichtlich rechtsmissbräuchlich) and is dismissed by the
relevant insolvency court within 14 days, or the managing directors of such Material Subsidiary have filed for the opening of insolvency proceedings; or any Material Subsidiary incorporated in Australia (i) is unable to pay all of its
debts as and when they become due and payable or is otherwise presumed to be insolvent under the Corporations Act, (ii) is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller (as defined in the
Corporations Act) appointed to its property or (iii) is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or
amalgamation while solvent on terms approved by the Agent); or 
 (f) ERISA. (i) any Reportable Event shall have
occurred with respect to a Plan and the sum (determined as of the date of occurrence of such Reportable Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which a Reportable Event shall have
occurred and then exist (or the liability of the Borrowers and the ERISA Affiliates related to such Reportable Event) would reasonably be expected to have a Material Adverse Effect; 

(ii) any Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has
incurred Withdrawal Liability to such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrowers and the ERISA Affiliates as Withdrawal Liability (determined as of the
date of such notification), would reasonably be expected to have a Material Adverse Effect; 
 (iii) any Borrower
or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in Reorganization, Insolvent or has been determined to be in “endangered” or “critical” status within the
meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA, and as a result of such Reorganization, insolvency or determination, the aggregate annual contributions of the Borrowers and the ERISA Affiliates to all
Multiemployer Plans that are then in Reorganization, Insolvent or in endangered or critical status have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately
preceding the plan year in which such Reorganization, insolvency or determination occurs would reasonably be expected to have a Material Adverse Effect; and 

  
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 (iv) a Canadian Pension Event shall occur which would reasonably be expected
to have a Material Adverse Effect. 
 (g) Judgments. One or more judgments or decrees shall be entered against the Company
or any of its Subsidiaries involving in the aggregate for the Company and its Subsidiaries a liability (not paid or fully covered by insurance) of $85,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged or
stayed or bonded pending appeal within 30 days from the entry thereof; or 
 (h) Guaranty. Article VII
hereof, the Subsidiary Guaranties or any material provision thereof shall cease to be in full force or effect, or the Company or any Subsidiary Guarantor or any Person acting by or on behalf of the Company or any Subsidiary Guarantor shall deny or
disaffirm such Subsidiary Guarantor’s obligations under Article VII hereof or the Subsidiary Guaranties, as the case may be; or 
 (i) Change of Control. A Change of Control shall occur; or 
 (j) (i) any
Lien purported to be created under any Collateral Document shall cease to be a valid and perfected Lien on Collateral with aggregate fair market value of at least $85,000,000 with the priority required by the applicable Collateral Document, or any
Lien purported to be created under any Collateral Document shall be asserted by any Loan Party not to be a valid and perfected Lien on any Collateral with the priority required by the applicable Collateral Document, except (i) as a result of
the release of a Loan Party or the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (ii) as a result of the Agent’s failure to maintain possession of any stock certificates,
promissory notes or other instruments delivered to it under the Collateral Agreement; or 
 (ii) (A) the
Obligations shall fail to constitute “Senior Debt” (or the equivalent thereof) and “Designated Senior Debt” (or the equivalent thereof) under the documentation governing any subordinated obligations of any Loan Party, or
(B) the subordination provisions thereunder shall be invalidated or otherwise cease, or shall be asserted in writing by any Loan Party to be invalid or to cease, to be legal, valid and binding obligations of the parties thereto, enforceable in
accordance with their terms; 
 then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Required
Lenders, by notice to the Borrowers, declare the obligation of each Lender to make Advances (other than Advances to be made by a Lender pursuant to Section 2.02(b) or by an Issuing Bank or a Lender pursuant to
Section 2.03(c)) and of the Issuing Banks to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the
Borrowers, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts


  
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shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers; provided,
however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code, (A) the obligation of each Lender to make Advances (other than Advances to be made by a Lender
pursuant to Section 2.02(b) or by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to issue Letters of Credit shall automatically be terminated and (B) the Advances, all such
interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrowers. 

Solely for the purposes of determining whether an Event of Default has occurred under clause (d), (e) or (g) of Section 6.01,
any reference in any such clause to any Subsidiary shall be deemed not to include any Immaterial Subsidiary affected by any event or circumstance referred to in any such clause. 

SECTION 6.02 Actions in Respect of the Letters of Credit upon Default. If any Event of Default shall have occurred and be
continuing, the Agent may with the consent, or shall at the request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Company to, and forthwith
upon such demand the Company will, (a) pay to the Agent on behalf of the Lenders in same day funds at the Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Account, an amount equal to the aggregate Available
Amount of all Letters of Credit then outstanding or (b) make such other reasonable arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders; provided, however, that in the event
of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code, (A) the obligation of the Borrowers to pay to the Agent on behalf of the Lenders in same day funds at the Agent’s office designated
in such demand, for deposit in the L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding shall automatically become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrowers. If at any time the Agent reasonably determines that any funds held in the L/C Cash Deposit Account are subject to any right or interest of any Person other than the Agent
and the Lenders or that the total amount of such funds is less than the aggregate Available Amount of all Letters of Credit, the Borrowers will, forthwith upon demand by the Agent, pay to the Agent, as additional funds to be deposited and held in
the L/C Cash Deposit Account, an amount equal to the excess of (a) such aggregate Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Deposit Account that are free and clear of any such right and
interest. Upon the drawing of any Letter of Credit, to the extent funds are on deposit in the L/C Cash Deposit Account, such funds shall be applied to reimburse the Issuing Banks to the extent permitted by applicable law, and if so applied, then
such reimbursement shall be deemed a repayment of the corresponding Advance in respect of such Letter of Credit. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and
under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be promptly returned to the Company. 

  
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 ARTICLE VII 

GUARANTY 

SECTION 7.01 Guaranty. The Company hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when
due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of each other Borrower now or hereafter existing under or in respect of (i) this Agreement or any Notes
(including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums,
fees, indemnities, contract causes of action, costs, expenses or otherwise, (ii) Cash Management Obligations and (iii) Swap Obligations (all such obligations referred to clause (i), (ii) and (iii) being the
“Guaranteed Obligations”), and agrees to pay all reasonable and documented out-of-pocket expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent or any Lender in enforcing any rights under this
Guaranty. Without limiting the generality of the foregoing, the Company’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Borrower to the Agent or any Lender under or in
respect of this Agreement or any Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Borrower. 

SECTION 7.02 Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably
undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under each applicable Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP
Guarantor shall only be liable under this Section 7.02 for the maximum amount of such liability that can be hereby or thereby incurred without rendering its obligations under this Section 7.02, or otherwise under such
Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a
discharge or release of the (i) Guaranteed Obligations, (ii) the “Guaranteed Obligations” (as defined in the Foreign Subsidiary Guaranty), (iii) the “Guaranteed Obligations” (as defined in the US Subsidiary
Guaranty), and (iv) all guaranteed obligations under each other Guaranty. Each Qualified ECP Guarantor intends that this Section 7.02 constitutes, and this Section 7.02 shall be deemed to constitutes, a “keepwell,
support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 SECTION 7.03 Guaranty Absolute. The Company guarantees payment of the Guaranteed Obligations strictly in accordance with the terms of this Agreement and any Notes, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the
Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and any Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of
whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and
the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: 
 (a) any lack of validity or enforceability of this Agreement, the Notes or any agreement or instrument relating thereto; 

  
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 (b) any change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and any Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including,
without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; 
 (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other
guaranty, for all or any of the Guaranteed Obligations; 
 (d) any manner of application of any collateral, or proceeds thereof,
to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and any Notes or any other
assets of any Borrower or any of its Subsidiaries; 
 (e) any change, restructuring or termination of the corporate structure or
existence of any Borrower or any of its Subsidiaries; 
 (f) any failure of the Agent or any Lender to disclose to the Company
any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the
Agent and the Lenders to disclose such information); 
 (g) the failure of any other Person to execute or deliver this any other
guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Guaranteed Obligations; or 
 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a
defense available to, or a discharge of, any Borrower or any other guarantor or surety. 
 This Guaranty shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any other
Borrower or otherwise, all as though such payment had not been made. 
 SECTION 7.04 Waivers and Acknowledgments.
The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, 

  
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presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty
and any requirement that the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. 

(a) The Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is
continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. 
 (b) The Company hereby
unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the
subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any of the other Borrower, any other guarantor or any other Person or any collateral and (ii) any
defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. 
 (c) The Company hereby unconditionally and irrevocably waives any duty on the part of the Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition
(financial or otherwise), operations, performance, properties or prospects of any other Borrower or any of its Subsidiaries now or hereafter known by the Agent or such Lender. 
 (d) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and any Notes and that the waivers set forth in
Section 7.03 and this Section 7.04 are knowingly made in contemplation of such benefits. 

SECTION 7.05 Subrogation. The Company hereby unconditionally and irrevocably agrees until the later of the payment in full in
cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and the last-occurring Termination Date not to exercise any rights that it may now have or hereafter acquire against any other Borrower or any other insider
guarantor that arise from the existence, payment, performance or enforcement of the Company’s obligations under or in respect of this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the Agent or any Lender against any Borrower or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract,
statute or common law, including, without limitation, the right to take or receive from any Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any
other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash and the Commitments shall have
expired or been terminated. If any amount shall be paid to the Company in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts
payable under this Guaranty and (b) the last-occurring Termination Date, such amount shall be received and held in trust for the benefit 

  
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of the Agent and the Lenders, shall be segregated from other property and funds of the Company and shall forthwith be paid or delivered to the Agent in the same form as so received (with any
necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of this Agreement and any Notes, or to be
held as collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) the Company shall make payment to the Agent or any Lender of all or any part of the Guaranteed Obligations, (ii) all
of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash and (iii) the last-occurring Termination Date shall have occurred, the Agent and the Lenders will, at the Company’s
request and expense, execute and deliver to the Company appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Company of an interest in the Guaranteed Obligations
resulting from such payment made by the Company pursuant to this Guaranty. 
 SECTION 7.06 Subordination. The
Company hereby subordinates any and all debts, liabilities and other obligations owed to the Company by each other Borrower (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter
set forth in this Section 7.06: 
 (a) Prohibited Payments, Etc. Except during the continuance of a Default
(including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Borrower), the Company may receive regularly scheduled payments from any other Borrower on account of the Subordinated Obligations. After
the occurrence and during the continuance of any Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Borrower), however, unless the Required Lenders otherwise agree, the Company shall
not demand, accept or take any action to collect any payment on account of the Subordinated Obligations. 
 (b) Prior Payment
of Guaranteed Obligations. In any proceeding under any Bankruptcy Law relating to any other Borrower, the Company agrees that the Agent and the Lenders shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including
all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before the Company receives payment of
any Subordinated Obligations. 
 (c) Turn-Over. After the occurrence and during
the continuance of any Event of Default, the Company shall, if the Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Agent and the Lenders and deliver such payments to the Agent on
account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of the Company under the other
provisions of this Guaranty. 
 (d) Agent Authorization. After the occurrence and during the continuance of


  
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any Event of Default, the Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of the Company, to collect and enforce, and to submit
claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post Petition Interest), and (ii) to require the Company (A) to collect and enforce, and to
submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Agent for application to the Guaranteed Obligations (including any and all Post Petition Interest). 

SECTION 7.07 Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force
and effect until the later of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than the Cash Management Obligations and the Swap Obligations) and (ii) the last-occurring
Termination Date, (b) be binding upon the Company, its successors and assigns and (c) inure to the benefit of and be enforceable by the Agent and the Lenders and their successors, transferees and assigns. Without limiting the generality of
clause (c) of the immediately preceding sentence, the Agent or any Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its
Commitments, the Advances owing to it and any Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Agent or such Lender herein or otherwise, in
each case as and to the extent provided in Section 9.07. In the event that a transfer by the Agent or any Lender of its rights and/or obligations under this Agreement (and any relevant Loan Documents) occurred or was deemed to occur by
way of novation, the Secured Parties explicitly agree that all securities and guarantees created under any Loan Documents shall be preserved for the benefit of the new Lender and the other Secured Parties in accordance with the provisions of article
1278 of the Luxembourg Civil Code. The Company shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Agent and the Lenders. 

ARTICLE VIII 
 THE AGENT 
 SECTION 8.01 Authorization and Action.
(a) Each Lender (in its capacities as a Lender, Swing Line Bank and/or Issuing Bank, as applicable) hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this
Agreement and the other Loan Documents, including as collateral agent for such Lender and the other Secured Parties under the Collateral Documents as are delegated to the Agent by the terms hereof and the other Loan Documents, together with such
powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon
all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to
give to each Lender prompt notice of each notice given to it by the Borrowers pursuant to the terms of this Agreement. 

  
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 (b) In furtherance of the foregoing, each Lender (in its capacities as a Lender, Swing Line
Bank and Issuing Bank, as applicable) hereby appoints and authorizes the Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of
the Obligations, together with such powers and discretion as are reasonably incidental thereto (including, but not limited to, execution, amendment, transfer, termination and renewal of Collateral Documents, and application for registration of
creation, transfer and release of Lien on any Collateral). 
 (c) Each Lender (in its capacities as a Lender, Swing Line Bank and
Issuing Bank, as applicable) irrevocably authorizes each of the Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Agent under any Loan Document (A) upon termination of the
Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration, termination or Cash Collateralization of all Letters of Credit, (B) that is sold or to be sold as part of or in
connection with any sale permitted hereunder or under any other Loan Document, or (C) if approved, authorized or ratified in writing in accordance with Section 9.01 hereof, (ii) to release any Guarantor from its obligations
under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any
Lien on such property that is permitted by Section 5.02(a)(ii). Upon request by the Agent at any time, the Required Lenders will confirm in writing the Agent’s authority to release its interest in particular types or items of
property, or to release any Guarantor from its obligations under the Loan Documents. 
 SECTION 8.02 Agent’s
Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the Lender that made any Advance as the holder of the Indebtedness resulting therefrom until the Agent receives and accepts an
Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for the Company), independent public
accountants and other experts selected by it and shall not be liable for any action reasonably taken or omitted to be taken in good faith by it in accordance with the reasonable advice of such counsel, accountants or experts; (iii) makes no
warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to
ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of any Borrower or the existence at any time of any Default or to inspect the property (including
the books and records) of any Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest
created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties. 

  
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 SECTION 8.03 Bank of America and Affiliates. With respect to its Commitments,
the Advances made by it and the Note issued to it, Bank of America shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated, include Bank of America in its individual capacity. Bank of America and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment
banking engagements from and generally engage in any kind of business with, the Company, any of its Subsidiaries and any Person who may do business with or own securities of the Company or any such Subsidiary, all as if Bank of America were not the
Agent and without any duty to account therefor to the Lenders. The Agent shall have no duty to disclose any information obtained or received by it or any of its Affiliates relating to the Company or any of its Subsidiaries to the extent such
information was obtained or received in any capacity other than as Agent. 
 SECTION 8.04 Lender Credit Decision.
Each Lender acknowledges that it has, independently and without reliance upon the Agent, any Joint Lead Arranger or any Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent, any Joint Lead Arranger, or any Lender and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. 
 SECTION 8.05 Indemnification. (a) Each Lender severally agrees to indemnify the Agent (to the extent not reimbursed by a Borrower), from and against such Lender’s Ratable Share
(determined at the time indemnification is sought hereunder) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on,
incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement (collectively, the “Indemnified Costs”), provided that no
Lender shall be liable for any portion of the Indemnified Costs resulting from the Agent’s gross negligence, bad faith or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand
for its Ratable Share (determined at the time indemnification is sought hereunder) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in
connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, to the extent that the Agent is not reimbursed for such expenses by a Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such
investigation, litigation or proceeding is brought by the Agent, any Lender or a third party. 
 (b) Each Lender severally agrees
to indemnify the Issuing Banks (to the extent not promptly reimbursed by the Company) from and against such Lender’s Ratable Share 

  
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(determined at the time indemnification is sought hereunder) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of
any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any such Issuing Bank in any way relating to or arising out of this Agreement or any action taken or omitted by such Issuing Bank hereunder or in connection
herewith; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Issuing
Bank’s gross negligence, bad faith or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse any such Issuing Bank promptly upon demand for its Ratable Share (determined at the time indemnification is sought
hereunder) of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Company under Section 9.04, to the extent that such Issuing Bank is not promptly reimbursed for such costs and expenses by
the Company. In the case of any investigation, litigation or proceeding to which this Section 8.05(b) applies, such indemnity shall be effective whether any such investigation, litigation or proceeding is brought by an Issuing Bank,
any Lender or a third party. 
 (c) The failure of any Lender to reimburse the Agent or any Issuing Bank promptly upon demand for
its Ratable Share of any amount required to be paid by the Lenders to the Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Agent or any Issuing Bank for its Ratable Share of such amount, but no
Lender shall be responsible for the failure of any other Lender to reimburse the Agent or any Issuing Bank for such other Lender’s Ratable Share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder,
the agreement and obligations of each Lender contained in this Section 8.05 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. Each of the Agent and each Issuing Bank
agrees to return to the Lenders their respective Ratable Shares of any amounts paid under this Section 8.05 that are subsequently reimbursed by the Company or any Borrower. 

SECTION 8.06 Appointment as Agent and Administrator in Relation to German Collateral. (a) In relation to the German
Collateral, the Agent shall: 
 (i) hold, administer and (subject to the same having become enforceable and to
the terms of this Agreement) realise any such German Collateral which is Collateral transferred or assigned (Sicherungseigentum/Sicherungsabtretung) or otherwise granted under a non-accessory security right (nicht akzessorische
Sicherheit) to it in its own name as trustee (treuhänderisch) for the benefit of the Secured Parties; and 
 (ii) administer and (subject to the same having become enforceable and to the terms of this Agreement) realise in the name of and on behalf of the Secured Parties any German Collateral which is pledged
(Verpfändung) or otherwise transferred to any Secured Party under an accessory security right (akzessorische Sicherheit) in the name and on behalf of the Secured Parties. 

(b) Each Secured Party (other than the Agent) hereby authorises the Agent to accept as its representative (Stellvertreter) any
pledge or other creation of any accessory security right made to such Secured Party in relation to the Loan Documents and to act and execute on its 

  
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behalf as its representative (Stellvertreter), subject to the terms of the Loan Documents, amendments or releases of, accessions and alterations to, and to carry out similar dealings with
regard to any German Collateral Document which creates a pledge or any other accessory security right (akzessorische Sicherheit). 
 (c) Each Secured Party which becomes a party to any Loan Document ratifies and approves all acts and declarations previously done by the Agent on such Secured Party’s behalf (including for the
avoidance of doubt the declarations made by the Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht)) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of any Secured
Party in respect of the German Collateral Documents. 
 (d) Each relevant Loan Party and the Company and each relevant Secured
Party agrees that the German Collateral Documents shall be subject to the terms of this Agreement. 
 (e) The Agent shall and is
hereby authorised by each of the Secured Parties (and to the extent it may have any interest therein, every other party hereto) to execute on behalf of itself and each other party hereto where relevant without the need for any further referral to,
or authority from, any other Person all necessary releases or confirmations of any security created under the German Collateral Documents in relation to the disposal of any asset which is permitted under the German Collateral Documents or consented
or agreed upon in accordance with the Loan Documents. 
 (f) Each Secured Party hereby irrevocably authorises the Agent to act on
its behalf and if required under applicable law, or if otherwise appropriate, in its name and on its behalf in connection with the preparation, execution and delivery of the German Collateral Documents and the perfection and monitoring of the German
Collateral, including but not limited to, any share pledge, mortgage, assignment or transfer of title for security purposes. The Agent is authorised to make all statements necessary or appropriate in connection with the foregoing sentence.

 (g) Each of the Loan Parties and the Secured Parties hereby relieves the Agent, in each case to the extent legally possible,
from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch BGB) or any comparable provision under any other jurisdiction restricting self-dealing and/or representing several parties at the same
time in order to enable the Agent to perform its duties and obligations as Agent hereunder. A Loan Party which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Agent accordingly. 

(h) It is hereby agreed that, in relation to any jurisdiction the courts of which would not recognise or give effect to the trust
expressed to be created by this Section 8.06 (Appointment as Agent and administrator in relation to German Collateral), the relationship of the Secured Parties to the Agent in relation to any German Collateral shall be construed
as one of principal and agent but, to the extent permissible under the laws of such jurisdiction, all the other provisions of this by this Section 8.06 (Appointment as Agent and administrator in relation to German Security
Collateral) shall have full force and effect between the Parties. 

  
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 SECTION 8.07 Successor Agent. The Agent may resign at any time by giving written
notice thereof to the Lenders and the Company. Upon any such resignation or removal, the Required Lenders shall, with the Company’s consent (not to be unreasonably withheld, conditioned or delayed), have the right to appoint a successor Agent;
provided that such successor shall, be (x) a U.S. Person, a branch of a non-U.S. bank treated as a U.S. Person in accordance with Treasury Regulation section 1.1441-1(b)(2)(iv) (or, in each case, an Affiliate thereof which is a
U.S. Person) and (y) treated as a financial institution pursuant to Treasury Regulation section 1.1441-1(b)(2). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within
30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent (or if the Company shall not have consented to a successor Agent selected by the Required Lenders during such 30
day period), then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and
surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. 
 Anything herein
to the contrary notwithstanding, if at any time the Required Lenders determine that the Person serving as Agent is (without taking into account any provision in the definition of “Defaulting Lender” requiring notice from the Agent
or any other party) a Defaulting Lender, the Required Lenders (determined after giving effect to Section 9.01) may by notice to the Company and such Person remove such Person as Agent and appoint a replacement Agent hereunder with the
consent of the Company (such consent not to be unreasonably withheld), provided that (i) such removal shall, to the fullest extent permitted by applicable law, in any event become effective if no such replacement Agent is appointed
hereunder within 30 days after the giving of such notice and (ii) no such consent of the Company shall be required if an Event of Default has occurred and is continuing at the time of such appointment. 

SECTION 8.08 Other Agents. Each Lender hereby acknowledges that none of the Co-Syndication Agents, the Co-Documentation
Agents, the Joint Bookrunners, the Joint Lead Arrangers, or any other Lender designated as any “Agent” on the signature pages hereof has any liability hereunder other than in its capacity as a Lender. 

SECTION 8.09 Delegation of Duties. The 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 co-agents or sub-agents appointed by the Agent. The Agent and any such co-agent or sub-agent may
perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. Each such co-agent and sub-agent and the Related Parties of the Agent and each such co-agent
and sub-agent shall be entitled to the benefits of all provisions of this Article VIII and Article IX (as though such co-agents and sub-agents were the “Agent” under the Loan Documents) as
if set forth in full herein with respect thereto. For the avoidance of doubt, commencing as of the Second Amendment Effective Date, 

  
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Citibank N.A., in its capacity as the Additional Collateral Agent shall be a sub-agent of the Agent, with all benefits and rights of a sub-agent under this Section 8.09, for so long
as Citibank, N.A. shall remain as the “Additional Collateral Agent” under the terms of the Second Restatement Agreement. 
 SECTION 8.10 Appointment for the Province of Québec. Without prejudice to Section 8.01 above, each of the Secured Parties hereby appoints the Agent as the person holding the power
of attorney (fondé pouvoir) of the Secured Parties as contemplated under Article 2692 of the Civil Code of Québec, to enter into, to take and to hold on their behalf, and for their benefit, any deed of hypothec
(“Deed of Hypothec”) to be executed by any Borrower or Restricted Subsidiary granting a hypothec pursuant to the laws of the Province of Québec (Canada) and to exercise such powers and duties which are conferred thereupon
under such deed. Each of the Secured Parties hereby additionally appoints the Agent as agent, mandatary, custodian and depositary for and on behalf of the Secured Parties (a) to hold and to be the sole registered holder of any bond
(“Bond”) issued under the Deed of Hypothec, the whole notwithstanding Section 32 of the Act respecting the Special Powers of Legal Persons (Québec) or any other applicable law, and (b) to enter into, to take and to
hold on their behalf, and for their benefit, a bond pledge agreement (“Pledge”) to be executed by such Borrower or Restricted Subsidiary pursuant to the laws of the Province of Québec and creating a pledge of the Bond as
security for the payment and performance of, inter alia, the Secured Obligations. In this respect,(a) the Agent as agent, mandatary, custodian and depositary for and on behalf of the Secured Parties, shall keep a record indicating the names and
addresses of, and the pro rata portion of the obligations and indebtedness secured by the Pledge, owing to each of the Secured Parties for and on behalf of whom the Bond is so held from time to time, and (b) each of the Secured Parties will be
entitled to the benefits of any property or assets charged under the Deed of Hypothec and the Pledge and will participate in the proceeds of realization of any such property or assets. The Agent, in such aforesaid capacities shall (i) have the
sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Agent with respect to the property or assets charged under the Deed of Hypothec and
Pledge, any other applicable law or otherwise, and (ii) benefit from and be subject to all provisions hereof with respect to the Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or
responsibility to and indemnification by the Secured Parties, the Borrowers or the Restricted Subsidiaries. The execution prior to the Closing Date by the Agent of any Deed of Hypothec, Pledge or other security documents made pursuant to the laws of
the Province of Québec (Canada) is hereby ratified and confirmed. The constitution of the Agent as the person holding the power of attorney (fondé de pouvoir), and of the Agent, as agent, mandatary, custodian and depositary with
respect to any Bond that may be issued and pledged from time to time to the Agent for the benefit of the Secured Parties, shall be deemed to have been ratified and confirmed by each Person accepting an assignment of, a participation in or an
arrangement in respect of, all or any potion of any of the Secured Parties’ rights and obligations under this Agreement by the execution of an assignment, including an Assignment and Acceptance Agreement or other agreement pursuant to which it
becomes such assignee or participant, and by each successor Agent by the execution of an assignment agreement or other agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Agent
hereunder. 

  
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 ARTICLE IX 

MISCELLANEOUS 
 SECTION 9.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Loan Party therefrom, shall in any event
be effective unless the same shall be in writing and signed by the Required Lenders and acknowledged by the Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;
provided, however, that no amendment, waiver or consent shall, unless in writing and signed by (or consented to by) each Lender affected thereby, do any of the following: 

	(a)	waive any of the conditions specified in Section 3.01; 

 (b) increase or extend the Revolving Credit Commitments of such Lender; 
 (c)
reduce the principal of, or rate of interest on, the Revolving Credit Advances, the Term Advances, the Letters of Credit, the Swing Line Advances or any fees or other amounts payable hereunder; 

(d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder;

 (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Advances, or
the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder; 
 (f) Reserved;

 (g) other than pursuant to the terms of the Subsidiary Guarantees, release the Subsidiary Guarantors (or otherwise limit such
Subsidiary Guarantors’ liability with respect to the obligations owing to the Agent and the Lenders under the Subsidiary Guaranties) if such release or limitation is in respect of substantially all of the value of the Subsidiary Guaranties to
the Agent and the Lenders; 
 (h) release all or substantially all of the Collateral in any transaction or series of related
transactions; 
 (i) release the Company (or otherwise limit the Company’s liability with respect to the obligations of the
Borrowers) from its guaranty set forth in Article VII hereof; or 
 (j) amend this Section 9.01 or the
definition of “Required Lenders”; 
 and provided further that (w) no amendment, waiver or consent shall,
unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note, (x) no amendment, waiver or consent shall, unless in writing and
signed by the Swing Line 

  
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Bank in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Swing Line Bank in its capacities as such under this Agreement and
(y) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as
such under this Agreement and (z) the consent of Lenders having at least a majority (based on the Equivalent in Dollars at such time) in interest of a Facility shall be required with respect to any amendment or waiver that by its terms
adversely affects the rights of Lenders under such Facility in respect of payments hereunder in a manner different than such amendment or waiver affects other Facilities. Notwithstanding anything to the contrary herein, no Defaulting Lender shall
have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver,
amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. 

Notwithstanding the foregoing, in addition to any credit extensions and related incremental amendment agreements effectuated without the
consent of Lenders in accordance with Section 2.04(b), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Agent and the Company (a) to add one or more additional credit
facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with
the Advances hereunder and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new
loans. 
 In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Agent, the
Company and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing, replacement or modification of all outstanding Term A Advances, all outstanding CDN Term A Advances, all outstanding
JPY Term A-1 Advances, all outstanding Euro Term A Advances, all outstanding Sterling Term A Advances, all outstanding Brazilian Term A Advances or all outstanding Short Term A Advances (“Replaced
Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”), provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the
aggregate principal amount of such Replaced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Replaced Term Loans, (c) the weighted average life to
maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Replaced Term Loans at the time of such refinancing, and (d) all other terms applicable to such Replacement
Term Loans shall be substantially identical to, or no less favorable to the Lenders providing such Replacement Term Loans taken as a whole than, those applicable to such Replaced Term Loans, except to the extent necessary to provide
for covenants and other terms applicable to any period after the latest final maturity of the Term Advances as applicable in effect immediately prior to such refinancing. 
 Furthermore, and notwithstanding anything else to the contrary contained in this Section 9.01, (i) if the Agent and the Company shall have jointly identified an obvious error or


  
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any error or omission of a technical nature, in each case, in any provision of this Agreement or any other Loan Document, then the Agent and the Company shall be permitted to amend such provision
and (ii) the Agent and the Company shall be permitted to amend any provision of any Collateral Document to better implement the intentions of this Agreement and the other Loan Documents, and in each case, such amendments shall become effective
without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. 

SECTION 9.02 Notices, Etc. (a) All notices and other communications provided for hereunder shall be
either (x) in writing (including telecopier communication) and mailed, telecopied or delivered or (y) as and to the extent set forth in Section 9.02(b) and in the proviso to this Section 9.02(a), if to any Borrower,
at the Company’s address at 200 Riverfront Blvd., 3rd Floor, Elmwood Park, New Jersey 07407, Attention: Treasurer, with a copy to Attention: General Counsel; if to any Initial Lender, at its Domestic Lending Office specified opposite its name on
Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; if to the Agent, at (A) other than as listed in the immediately succeeding paragraph
(B), Bank of America, Mail Code: CA5-705-04-09, 555 California Street, 4th Floor, San Francisco, CA 94104, Attention: Liliana Claar; or (B) with respect to all notices and other communications delivered pursuant to Article II
hereof, Bank of America, N.A., Mail Code: NC1-001-05-46, 101 North Tryon Street, Charlotte, NC 28255, Attention: Eileen Deacon; if to the Additional Collateral Agent, at its address at 1615 Brett Road, Building #3, New Castle, Delaware 19720,
Attention: Bank Loan Syndications, or as to the Company, the Additional Collateral Agent or the Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other
address as shall be designated by such party in a written notice to the Company and the Agent, provided that materials required to be delivered pursuant to Section 5.01(a)(i), (ii) or (iv) shall be
delivered to the Agent as specified in Section 9.02(b) or as otherwise specified to the Company by the Agent. All such notices and communications shall, when mailed, telecopied or e-mailed, be
effective when deposited in the mail, telecopied or confirmed by e-mail, respectively, except that notices and communications to the Agent pursuant to Article II, III or VIII shall
not be effective until received by the Agent during its normal business hours. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or of any exhibit hereto to be executed and
delivered hereunder shall be effective as delivery of a manually executed counterpart thereof. 
 (b) So long as Bank of America
or any of its Affiliates is the Agent, materials required to be delivered pursuant to Section 5.01(a)(i), (ii) and (iv) shall be delivered to the Agent in an electronic medium in a format acceptable to the Agent
and the Lenders by e-mail at liliana.claar@baml.com (Attention: Liliana Claar). The Company agrees that the Agent may make such materials, as well as any other written information, documents,
instruments and other material relating to the Company, any of its Subsidiaries or any other materials or matters relating to this Agreement, the Notes or any of the transactions contemplated hereby (collectively, the
“Communications”) available to the Lenders by posting such notices on Intralinks or a substantially similar electronic system (the “Platform”). The Company acknowledges that (i) the distribution of material
through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the
Agent nor any of its Affiliates 

  
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warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. No
warranty of any kind, express, implied or statutory, including, without limitation, 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 the Agent or any of its Affiliates in connection with the Platform. 
 (c) Each Lender
agrees that notice to it (as provided in the next sentence) (a “Notice”) specifying that any Communications have been posted to the Platform shall constitute effective delivery of such information, documents or other materials to
such Lender for purposes of this Agreement; provided that if requested by any Lender the Agent shall deliver a copy of the Communications to such Lender by email or telecopier. Each Lender agrees (i) to notify the Agent in writing of
such Lender’s e-mail address to which a Notice may be sent by electronic transmission (including by electronic communication) on or before the date such Lender becomes a party to this Agreement (and from
time to time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii) that any Notice may be sent to such e-mail
address. 
 SECTION 9.03 No Waiver; Remedies. No failure on the part of any Lender or the Agent to exercise, and no
delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law. 
 SECTION 9.04 Costs and
Expenses. (a) The Company agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (i) the syndication of the Revolving Facility provided for herein,
the preparation, negotiation, execution, delivery, interpretation 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) the creation, perfection or protection of the Liens under any Loan Document and (iii) the reasonable and documented
out-of-pocket legal expenses of one firm of one counsel to the Agent and the Lenders and, if necessary, one local legal counsel in each relevant jurisdiction (and, to
the extent required by the subject matter, one specialist counsel for each such specialized area of law in each appropriate jurisdiction). The Company further agrees to pay on demand all costs and expenses of the Agent and the Lenders, if any
(including the reasonable and documented out-of pocket legal fees of one firm of counsel to the Agent, the Issuing Banks and the Lenders and, if necessary, one local legal counsel in each relevant jurisdiction
(and, to the extent required by the subject matter, one specialist counsel for each such specialized area of law in each appropriate jurisdiction), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and each Lender in connection with the enforcement of rights under this
Section 9.04(a). 

  
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 (b) Each Borrower agrees to indemnify and hold harmless the Agent, each Joint Lead Arranger,
each Joint Bookrunner, each Issuing Bank, the Swing Line Bank, each Co-Syndication Agent, each Co-Documentation Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an
“Indemnified Party”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the reasonable and documented out-of-pocket legal expenses of one firm of counsel and one local legal counsel in each relevant jurisdiction and, to the extent required by the subject matter, one specialist counsel for each such
specialized area of law in each appropriate jurisdiction and, upon notice from an Indemnified Party of a conflict of interest (as determined in the sole discretion of such Indemnified Party), one counsel for each such affected Indemnified Party) or
disbursements incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or
preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances, (i) except to the extent such claim, damage, loss, liability or expense
is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct, (ii) which resulted
from a material breach of any Loan Documents by such Indemnified Party as determined in a final, non-appealable judgment by a court of competent jurisdiction or (iii) any dispute solely among the
indemnified persons and not arising out of any act or omission of the Company, or any of their Affiliates (except when one of the parties to such action was acting in its capacity as an agent, an arranger a bookrunner or another agency capacity);
provided that the Company shall not be liable for any indirect, special, punitive or consequential damages (other than in respect of any such damages required to be indemnified pursuant to this Section 9.04 including, without
limitation, as to any claims by Persons not party to the Loan Documents, or claims brought in violation of this paragraph. In the case of an investigation, litigation or other proceeding to which the indemnity in this
Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Borrower, its directors, equity holders or creditors or an Indemnified Party or any other Person,
whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages
against the Agent, any Joint Lead Arranger, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, arising out of or otherwise relating to this Agreement, any
of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. 
 (c) If any payment of
principal of, or Conversion of, any Eurocurrency Rate Advance is made by any Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to
Section 2.09, 2.10, 2.11 or 2.13, acceleration of the maturity of the Advances or Notes pursuant to Section 6.01 or for any other reason, or (ii) as a result of a payment or Conversion pursuant to
Section 2.09, 2.10, 2.13 or 2.20 such Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such
Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the
liquidation 

  
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or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. If the amount of the Committed Currency purchased by any Lender in the case of a Conversion or
exchange of Advances in the case of Section 2.09 or 2.13 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Company such excess. A certificate as to
such amounts submitted to the Company and the Agent by such Lender pursuant to this Section 9.04(c) (which certificate shall, if the Company so requests, include reasonably detailed calculations) shall be conclusive and binding for
all purposes, absent manifest error. 
 (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder,
the agreements and obligations of the Borrowers contained in Sections 2.12, 2.14(e), 2.15, 9.04 and 9.12(c) shall survive the payment in full of principal, interest and all other amounts payable hereunder
and under the Notes. 
 SECTION 9.05 Right of Set-off. Upon (i) the
occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations of such Borrower now or hereafter
existing under this Agreement and the Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the
applicable Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its
Affiliates may have. 
 SECTION 9.06 Binding Effect. This Agreement shall become effective (other than
Sections 2.01 and 2.03, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Company and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of each Borrower, the Agent and each Lender and their respective successors and assigns, except that no
Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders. 
 SECTION 9.07 Assignments and Participations. 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 Commitments and the Advances at the time owing to it); provided that any such assignment shall be subject to the following conditions: 
 (a) Minimum Amounts. 
 (i) in the case of an assignment of
the entire remaining amount of the assigning Lender’s Commitments and/or the Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and 

  
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 (ii) in any case not described in paragraph (a)(i) of this
Section, the aggregate amount of the Commitment (which for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advances of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Acceptance Agreement, as of
the Trade Date) shall not be less than $5,000,000 in respect of the Revolving Credit Facilities or $2,000,000 in respect of the Term Facilities, unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the
Company otherwise consents (each such consent not to be unreasonably withheld or delayed). 
 (b) Proportionate Amounts.
Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Advance or the Commitments assigned. 

(c) Required Consents. No consent shall be required for any assignment except to the extent required by
paragraph (a)(ii) of this Section and, in addition: 
 (i) the consent of the Company (such
consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (x) an Event of Default under Section 6.01(a) or (e) has occurred and is continuing at the time of such assignment, or
(y) such assignment is to a Lender, an Approved Fund, an Affiliate of a Lender or to any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve
Bank; provided that in the case of an assignment of any Term Advance, the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after
having received notice thereof and provided, further, that the Borrower’s consent shall not be required for assignments during the primary syndication of the Commitments and Loans that are originally to be made on the Second
Restatement Effective Date pursuant to this Agreement, which assignments are made within 90 days of the Second Restatement Effective Date to financial institutions identified to the Company by the Agent on a list provided prior to the date
hereof; 
 (ii) the consent of the Agent (such consent not to be unreasonably withheld or delayed) shall be
required for assignments in respect of the Commitments if such assignment is to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless such assignment is to any Federal Reserve Bank as collateral security pursuant to
Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; and 

  
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 (iii) the consent of each Issuing Bank and the Swing Line Bank shall be
required for any assignment in respect of Revolving Credit Commitments unless such assignment is to any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal
Reserve Bank. 
 (d) Register. The Agent shall maintain at its address referred to in Section 9.02 a copy of
each Assignment and Acceptance delivered to and accepted by it (and will record such information in the Register) and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount (and right to
payments of interest) of the Advances owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and
the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time
to time upon reasonable prior notice. 
 (e) Assignment and Acceptance. The parties to each assignment shall execute and
deliver to the Agent an Assignment and Acceptance, for its acceptance and recording in the Register, together with a processing and recordation fee of $3,500; provided that the Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment; provided, further, no processing and recordation fee shall be required upon any assignment to any Federal Reserve Bank as collateral security pursuant to Regulation A of the
F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank. The assignee, if it is not already a Lender, shall deliver to the Agent an Administrative Questionnaire. 

(f) No Assignment to Certain Persons. No such assignment shall be made to (A) the Company or any of the Company’s
Affiliates or Subsidiaries except as provided in Section 2.11(c), (B) to any Defaulting Lender or any of their respective Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing
Persons described in this clause (f) or (C) to any Offshore Associate of any Australian Borrower. 
 (g) No
Assignment to Natural Persons. No such assignment shall be made to a natural Person. 
 (h) Certain Pledges.
Notwithstanding anything to the contrary contained herein, any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto. 
 (i) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting
Lender hereunder, no such assignment shall be 

  
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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 Agent in an aggregate amount
sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Agent,
the applicable Ratable Share of Advances 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 Agent, each Issuing Bank, the Swing Line Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Ratable Share of all Advances and
participations in Letters of Credit and Swing Line Advances. 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 Agent pursuant to paragraph (c)(ii) of this Section, from and after the
effective date specified in each Lender Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance
covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.15, 2.16,
8.05, 9.04, 9.05 and 9.08 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no
assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this paragraph 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 paragraph (c)(iii) of this Section.

 (j) Any Lender may at any time, without the consent of, or notice to, the Company or the Agent, sell to one or more commercial
banks or other financial institutions (each of such commercial banks and other financial institutions being herein called a “Participant”) participating interests in any of its Advances, its Commitment, or other interests of such
Lender hereunder, including participations pursuant to the Intercreditor Agreement; provided that: 
 (i)
no participation contemplated in this Section 9.07(j) shall relieve such Lender from its Commitment(s) or its other obligations hereunder; 
 (ii) such Lender shall remain solely responsible for the performance of its Commitment(s) and such other obligations; 

  
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 (iii) the Company and the Agent shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement and each of the other Loan Documents; 
 (iv) no Participant, unless such Participant is an Affiliate of such Lender, shall be entitled to require such Lender to take or refrain from taking any action hereunder or under any other Loan Document,
except that such Lender may agree with any Participant that such Lender will not, without such Participant’s consent, take any actions of the type described in clause (a) or (c) of Section 9.01; 

(v) no Borrower shall be required to pay any amount under Sections 2.12 and 2.15 that is greater than
the amount which it would have been required to pay had no participating interest been sold and no Borrower shall be required to pay any amount under Section 2.15 unless such Participant has complied with Section 2.15(e) and
(f) as if it were a Lender; and 
 (vi) each Lender that sells a participation under this
Section 9.07(j) shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal
amounts (and rights to payment of stated interest on) each of the Participant’s interest in the Lender’s Advances, Commitments or other interests hereunder (the “Participant Register”). 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 hereunder. No Lender shall have any obligation to
disclose all or any portion of the Participant Register to any Person except to the extent that such disclosure is necessary to establish that such Advance, Commitment, or other interest is in registered form for United States federal tax purposes.
For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. 
 The
Company acknowledges and agrees that each Participant, for purposes of Sections 2.12 and 2.15 only, shall be considered a Lender. 
 (k) Each Loan Party incorporated under the laws of Luxembourg expressly accepts and confirms for the purposes of article 1281 and article 1278 of the Luxembourg civil code that, notwithstanding
any assignment and/or transfer made pursuant to this Agreement, any guarantee given by it and any security interest created under the Loan Documents to which it is a party, shall be preserved for the benefit of any new Lender or Participant.

 SECTION 9.08 Confidentiality. Each of the Agent and the Lender Parties agree to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (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 

  
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or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority,
such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise
of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee in, or any prospective assignee in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap,
derivative or other transaction under which payments are to be made by reference to the Company and its obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating agency in connection with rating the
Company or its Subsidiaries or the Advances or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Advances; (h) with the consent of the Company;
(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 any Lender or any of their respective Affiliates on a nonconfidential basis from a
source other than the Company; or (j) to any credit insurance provider relating to the Borrowers and their Obligations (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). For purposes of this Section, “Information” means all information received from the Company or any of its Subsidiaries relating to the Company or any of its
Subsidiaries or any of their respective businesses, other than any such information that is available to any Lender on a nonconfidential basis prior to disclosure by the Company or any of its Subsidiaries; provided that, in the case of
information received from the Company or any of its Subsidiaries 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. 
 SECTION 9.09 Designated Borrower. 

(a) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Agent (or such shorter period as
may be agreed by the Agent in its sole discretion), designate any Wholly-Owned Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Agent (which shall promptly
deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit I. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the
credit facilities provided for herein, the Agent and the Lenders under such credit facilities shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, including all
documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in form, content and scope reasonably satisfactory to
the Agent, as may be required by the Agent or such Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any of such Lenders so require. If the Agent, the Required Lenders and, with


  
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respect only to a putative Borrower (x) under a Facility under which Foreign Currency Borrowings may be made or (y) that is an entity organized or formed outside of the United States of
America, each Lender under such Facility, agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other
documents or information (provided, that if the Agent shall have already reasonably recently received any such required information or corporate formality with respect to an Applicant Borrower, then the Agent may, in its sole discretion,
waive the delivery of such information or corporate formality which would otherwise be required pursuant hereto), the Agent shall send a notice in substantially the form of Exhibit J to the Company and the Lenders specifying the
effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth
herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Notice of Borrowing or Letter of Credit Application may be submitted by or on behalf of
such Designated Borrower until the date five Business Days after such effective date. 
 (b) The Obligations of the Company and
each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. 

(c) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 9.09 hereby
irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments
and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other
action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein.
Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. 

(d) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Agent (or such shorter
period as may be agreed by the Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated
Borrower on account of any Loans made to it, as of the effective date of such termination. The Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status. 

SECTION 9.10 Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the law of
the State of New York. 
 SECTION 9.11 Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of 

  
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which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to
this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement. 

SECTION 9.12 Judgment. 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 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 each Borrower in respect of any such sum due from it to the 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 Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the 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 Agent or any Lender from any Borrower in the Agreement Currency, such Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the 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 Agent or any Lender in
such currency, the Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law). 

SECTION 9.13 Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and
its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law, in such federal court. Each Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such
federal court may be made upon the Company at its offices specified in Section 9.02(a) and each Borrower hereby irrevocably appoints the Company its authorized agent to accept such service of process, and agrees that the failure of
the Company to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of
process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02(a). 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 shall affect any right that
any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. To the 

  
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extent that any Borrower or Designated Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment
prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Borrower and each Designated Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement.

 (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do
so, any right to any other jurisdiction that it may have by reason of domicile or any other reason and objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court. 
 SECTION 9.14 Substitution of Currency. (i) If a change in any Foreign Currency
occurs pursuant to any applicable law, rule or regulation of any governmental, monetary or multi-national authority, this Agreement (including, without limitation, the definitions of Eurocurrency Rate)
will be amended to the extent determined by the Agent (acting reasonably and in consultation with the Company) to be necessary to reflect the change in currency and to put the Lenders and the Borrowers in the same position, so far as possible, that
they would have been in if no change in such Foreign Currency had occurred; 
 (ii) If a judgment or order made by any court
for the payment of any amount in respect of any Obligations of a Loan Party under, or with respect to, this Agreement or the Advances is expressed in a currency other than the currency that such Advances were originally funded in, the Borrowers and
the Domestic Loan Parties will indemnify the Lenders against any deficiency arising from any variation in rates of exchange between the date as of which the denomination currency is notionally converted into the judgment currency for the purposes of
the judgment or order and the date of actual payment; provided that the Agent and the Lenders shall reimburse the relevant Loan Party if there is any excess amount arising from any variation in rates of exchange between the date as of which
the denomination currency is notionally converted into the judgment currency for the purposes of the judgment or order and the date of actual payment. 
 SECTION 9.15 No Liability of the Issuing Banks. None of the Agent, the Lenders nor any Issuing Bank, nor any of their Affiliates, or the respective directors, officers, employees, agents and
advisors of such Person or such Affiliate, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder, or any error,
omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the applicable Borrower to the extent of
any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Bank’s failure to
exercise care when determining whether drafts and 

  
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other documents presented under a Letter of Credit comply with the terms thereof or any failure to honor a Letter of Credit where such Issuing Bank is, under applicable law, required to honor it.
The parties hereto expressly agree that, as long as the Issuing Bank has not acted with gross negligence or willful misconduct, such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and
without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either
accept and make payment upon such documents without responsibility for further investigation or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 

SECTION 9.16 Patriot Act. Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Loan
Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will
allow such Lender or the Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act. The Company and each other Borrower shall, and shall cause each of their Subsidiaries to, provide, to the extent commercially reasonable,
such information and take such actions as are reasonably requested by the Agent or any Lender in order to assist the Agent and such Lender in maintaining compliance with its ongoing obligations under applicable “know your customer” and
anti-money laundering rules and regulations, including, the Patriot Act. 
 SECTION 9.17 Release of Collateral.
(a) Notwithstanding any other provision herein or in any other Loan Document, the Agent is hereby authorized and shall release the Collateral from the Liens granted under the Collateral Documents securing the obligations under this Agreement on
a Business Day specified by the Company (the “Optional Release Date”), upon the satisfaction of the following conditions precedent (the “Optional Release Conditions”). 

(i) the Company shall have given notice to the Agent at least 10 days prior to the Optional Release Date, specifying
the proposed Optional Release Date; 
 (ii) the Collateral Ratings Condition has been satisfied, as of the date
of such notice has remained satisfied for an uninterrupted period of at least 30 consecutive days, and shall remain satisfied as of the Optional Release Date; 

(iii) no Default shall have occurred and be continuing as of the date of such notice or as of the Optional Release Date;

 (iv) all Liens on the Collateral securing the Notes and any other obligations pursuant to the Collateral
Documents, have been released as of the Optional Release Date or are released simultaneously with the release of the Collateral from the Liens securing obligations under the Loan Documents pursuant to this Section; and 

(v) on the Optional Release Date, the Agent shall have received (A) a certificate, dated the Optional Release Date
and executed on behalf of the Company by a Senior Financial Officer thereof, confirming the satisfaction of the Optional Release Conditions set forth in clauses (ii), (iii) and (iv) above and (B) such other evidence and
calculations as the Agent may reasonably require confirming the satisfaction of the Optional Release Conditions set forth above. 

  
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 If the conditions set forth above are satisfied on the Optional Release Date, then (i) on and after the
Optional Release Date, the Agent shall execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, at the request and expense of the Company, as shall be necessary to effectuate
the release of the Liens granted under the Collateral Documents and (ii) as of the Optional Release Date all representations and warranties and covenants contained in this Agreement, the Security Agreement and any other Collateral Document
related to the grant or perfection of Liens on the Collateral shall be deemed to be of no force or effect. Any such release shall be without recourse to, or representation or warranty by, the Agent and shall not require the consent of any Lender.

 (b) Without limiting the provisions of Section 9.04, the Company shall reimburse the Agent for all costs and
expenses, including attorneys’ fees and disbursements, incurred by it in connection with any action contemplated by this Section. 
 (c) The Lenders hereby irrevocably agree that the Liens granted to the Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, upon the termination of this Agreement
and the payment of all Obligations hereunder (except for contingent indemnification obligations in respect of which a claim has not yet been made and any obligations which are expressly stated to survive), (ii) upon the sale or other
disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Loan Party, to the extent such sale or other disposition is made in compliance with
the terms of this Agreement (and the Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property
leased to a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required
in accordance with this Section 9.01), (v) to the extent the property constituting such Collateral is owned by any Loan Party, upon the release of such Loan Party from its obligations under the applicable Guaranty (in accordance with the
following sentence), (vi) with respect to any Obligations of the Company or its Domestic Subsidiaries, upon the sale or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition
permitted hereunder) to any Excluded Foreign Subsidiary, to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Agent may rely conclusively on a certificate to that effect provided to it by any
Loan Party upon its reasonable request without further inquiry), (vii) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Agent pursuant to the Collateral Documents and
(viii) upon any Principal Property (as defined in the Existing Sealed Air Notes) or capital stock constituting Collateral triggering the equal and ratable clauses under the Existing Sealed Air Notes, such Principal Property and capital
stock constituting Collateral, while any Existing Sealed Air Notes remain outstanding. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other
than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral


  
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except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders hereby irrevocably agree that any Restricted Subsidiary that is a Loan
Party shall be released from the Guaranties upon consummation of any permitted transaction resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary. The Lenders hereby authorize the Agent to, and the Agent shall upon request of any
Loan Party, execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Loan Party or Collateral pursuant to the foregoing provisions of this paragraph, all without the further
consent or joinder of any Lender. 
 SECTION 9.18 Waiver of Jury Trial. Each of the Borrowers, the Agent and the
Lenders hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes or the actions of the Agent or any Lender
in the negotiation, administration, performance or enforcement thereof. 
 SECTION 9.19 Parallel Debt.
(a) Definitions. In this Section: 
 “Corresponding Debt” means the Obligations. 

“Parallel Debt” means any amount which a Borrower owes to the Agent under this Clause. 

(b) Each Loan Party irrevocably and unconditionally undertakes to pay to the Agent amounts equal to, and in the currency or currencies of,
its Corresponding Debt. 
 (c) The Parallel Debt of each Loan Party: 

(i) shall become due and payable at the same time as its Corresponding Debt; and 

(ii) is independent and separate from, and without prejudice to, its Corresponding Debt. 

(d) For purposes of this Section, the Agent: 
 (i) is the independent and separate creditor of each Parallel Debt; 

(ii) acts in its own name and not as agent, representative or trustee of the Lenders and its claims in respect of each
Parallel Debt shall not be held on trust; and 
 (iii) shall have the independent and separate right to demand
payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). 

(e) The Parallel Debt of a Loan Party shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and
unconditionally paid or discharged, and (b) increased to the extent to that its Corresponding Debt has increased, and the Corresponding Debt of a Loan Party shall be (x) decreased to the extent that its Parallel Debt has been


  
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irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Loan Party shall
never exceed its Corresponding Debt. 
 (f) All amounts received or recovered by the Agent in connection with this Section, to
the extent permitted by applicable law, shall be applied in accordance with Section 2.11(b)(ii)(C). 
 (g) This
Section applies for the purpose of determining the secured obligations in any Collateral Document and is (i) for the purpose of the Dutch law Collateral Documents governed by Dutch law, (ii) for the purpose of the Belgian law
Collateral Documents governed by Belgian law and (iii) for the purpose of the Japanese law Collateral Documents governed by Japanese law. 
 SECTION 9.20 Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER HEREUNDER FROM TIME TO TIME IS DEEMED TO HAVE EXECUTED THE INTERCREDITOR AGREEMENT
AND (A) AGREES THAT IT WILL BE BOUND BY AND COMPLY WITH THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, (B) CONSENTS TO THE ALLOCATION OF PARTICIPATIONS PROVIDED FOR THEREIN, (C) MAKES ALL REPRESENTATIONS AND WARRANTIES SPECIFIED
IN THE INTERCREDITOR AGREEMENT, (D) AGREES TO TAKE NO ACTION CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (E) AUTHORIZES AND INSTRUCTS THE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS AGENT AND ON BEHALF OF SUCH
LENDER. 
 SECTION 9.21 Exceptions to the Application of the Bank Transaction Agreement. The Agreement on Bank
Transactions (ginko torihiki yakujosho) and the Agreement on Financial Transactions (kinyu torihiki yakujosho) separately submitted by any Japanese Loan Parties to any of the Lenders or entered into between any Japanese Loan Parties and any of the
Lenders, if any, shall not apply to this Agreement and the transactions contemplated in this Agreement 
 SECTION 9.22
Financial Assistance Australian Loan Party Notwithstanding any other provision of this Agreement or any of the Loan Documents, the parties agree that in respect of each Australian Loan Party, the provisions of this Agreement and each other
Loan Document and the obligations incurred under them in so far as such obligations may constitute financial assistance under Section 260A of the Corporations Act have no effect in respect of, and do not apply to, any Australian Loan Party
until such time as the steps set out in Section 260B of the Corporations Act have been complied with and all statutory periods required under Section 260B of the Corporations Act have elapsed. 

SECTION 9.23 Fiduciary Duties. The Agent, each Lender and their Affiliates (collectively, for purposes of this paragraph only, the
“Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an
advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, 

  
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on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents
(including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the
process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or
remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any
Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each
Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process
leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process
leading thereto. 
 SECTION 9.24 Process Agent. Each Loan Party that is organized outside of the United States of America
hereby irrevocably designates, appoints and empowers the Company (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept
and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Agreement or any
Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Loan Party in care of the Process Agent at the Process Agent’s address specified in
Section 9.02(a) hereof, and such Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Nothing in this Agreement will affect the right of any party hereto to serve process in any
other manner permitted by applicable law. 
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