EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 
  

 

364-DAY CREDIT AGREEMENT 

dated as of April 10, 2020, 

among 
 THE WALT DISNEY COMPANY,

 as Borrower, 
 TWDC
ENTERPRISES 18 CORP., 
 as Guarantor (prior to the Guaranty Release Date), 

The LENDERS Party Hereto 
 and

 CITIBANK, N.A., 
 as
Designated Agent 
  
  

CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., 

as Co-Administrative Agents 

 
  

CITIBANK, N.A., 
 JPMORGAN CHASE
BANK, N.A., 
 BNP PARIBAS SECURITIES CORP., 

DEUTSCHE BANK SECURITIES INC., 

BOFA SECURITIES, INC., 
 RBC CAPITAL
MARKETS1 and 
 SUNTRUST ROBINSON HUMPHREY, INC., 

as Joint Lead Arrangers and Joint Book Managers 

BNP PARIBAS, 
 DEUTSCHE BANK
SECURITIES INC., 
 BANK OF AMERICA, N.A., 

ROYAL BANK OF CANADA and 
 TRUIST
BANK, 
 as Co-Syndication Agents 

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 

MIZUHO BANK, LTD., 
 MORGAN STANLEY
MUFG LOAN PARTNERS, LLC, 
 SOCIETE GENERALE, 

SUMITOMO MITSUI BANKING CORPORATION, 

TD SECURITIES (USA) LLC and 
 U.S.
BANK NATIONAL ASSOCIATION, 
 as Co-Documentation Agents 

GOLDMAN SACHS BANK USA, 
 HSBC BANK
USA, N.A., 
 SANTANDER BANK, N.A., 

BANK OF CHINA, LOS ANGELES BRANCH, 

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH and 

STANDARD CHARTERED BANK, 
 as
Managing Agents 
  
  

 

	1 	 RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its
affiliates. 














 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	
	 ARTICLE I
	  

	
	 DEFINITIONS AND ACCOUNTING TERMS
	  

			
	 SECTION 1.01
	  	Certain Defined Terms	  	 	1	 
	 SECTION 1.02
	  	Computation of Time Periods	  	 	16	 
	 SECTION 1.03
	  	Accounting Terms	  	 	16	 
	 SECTION 1.04
	  	Interest Rates; LIBOR Notification	  	 	16	 
	
	 ARTICLE II
	  

	
	 AMOUNTS AND TERMS OF THE ADVANCES
	  

			
	 SECTION 2.01
	  	 The Advances
	  	 	17	 
	 SECTION 2.02
	  	Making the Advances	  	 	17	 
	 SECTION 2.03
	  	Fees	  	 	18	 
	 SECTION 2.04
	  	Reduction of the Commitments	  	 	18	 
	 SECTION 2.05
	  	Repayment of Advances	  	 	18	 
	 SECTION 2.06
	  	Interest on Advances	  	 	19	 
	 SECTION 2.07
	  	[Intentionally Omitted.]	  	 	19	 
	 SECTION 2.08
	  	Interest Rate Determination	  	 	19	 
	 SECTION 2.09
	  	Optional Conversion of Advances	  	 	21	 
	 SECTION 2.10
	  	Prepayments of Advances	  	 	21	 
	 SECTION 2.11
	  	Increased Costs	  	 	22	 
	 SECTION 2.12
	  	Illegality	  	 	23	 
	 SECTION 2.13
	  	Payments and Computations	  	 	23	 
	 SECTION 2.14
	  	Taxes	  	 	24	 
	 SECTION 2.15
	  	Sharing of Payments, etc.	  	 	28	 
	 SECTION 2.16
	  	Mandatory Assignment by a Lender; Mitigation	  	 	28	 
	 SECTION 2.17
	  	Evidence of Debt	  	 	29	 
	 SECTION 2.18
	  	Use of Proceeds	  	 	29	 
	 SECTION 2.19
	  	[Intentionally Omitted.]	  	 	30	 
	 SECTION 2.20
	  	Extension of Scheduled Termination Date	  	 	30	 
	 SECTION 2.21
	  	Defaulting Lenders	  	 	31	 
	
	 ARTICLE III
	  

	
	 CONDITIONS OF LENDING
	  

			
	 SECTION 3.01
	  	 Conditions Precedent to Effectiveness of Section 2.01
	  	 	33	 
	 SECTION 3.02
	  	 Conditions Precedent to Each Borrowing
	  	 	34	 
	 SECTION 3.03
	  	 Determinations Under Section 3.01
	  	 	34	 


  
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	 ARTICLE IV
	  

	
	 REPRESENTATIONS AND WARRANTIES
	  

			
	 SECTION 4.01
	  	 Representations and Warranties
	  	 	34	 
	 SECTION 4.02
	  	 Additional Representations and Warranties as of Each Extension Date
	  	 	35	 
	
	 ARTICLE V
	  

	
	 COVENANTS
	  

			
	 SECTION 5.01
	  	 Affirmative Covenants
	  	 	36	 
	 SECTION 5.02
	  	Negative Covenants	  	 	38	 
	
	 ARTICLE VI
	  

	
	 EVENTS OF DEFAULT
	  

			
	 SECTION 6.01
	  	 Events of Default
	  	 	38	 
	
	 ARTICLE VII
	  

	
	 THE DESIGNATED AGENT
	  

			
	 SECTION 7.01
	  	 Authorization and Action
	  	 	40	 
	 SECTION 7.02
	  	 Exculpatory Provisions; Designated Agent’s Reliance
	  	 	40	 
	 SECTION 7.03
	  	 The Designated Agent and its Affiliates
	  	 	41	 
	 SECTION 7.04
	  	 Lender Credit Decision
	  	 	41	 
	 SECTION 7.05
	  	 Indemnification
	  	 	41	 
	 SECTION 7.06
	  	 Successor Designated Agent
	  	 	42	 
	 SECTION 7.07
	  	 Enforcement of the Guaranty
	  	 	42	 
	 SECTION 7.08
	  	 Certain Lender Representations, Etc.
	  	 	42	 
	
	 ARTICLE VIII
	  

	
	 MISCELLANEOUS
	  

			
	 SECTION 8.01
	  	 Amendments, etc.
	  	 	44	 
	 SECTION 8.02
	  	 Notices, etc.
	  	 	44	 
	 SECTION 8.03
	  	 No Waiver; Remedies
	  	 	46	 
	 SECTION 8.04
	  	 Costs and Expenses
	  	 	46	 
	 SECTION 8.05
	  	 Right of Set-off
	  	 	47	 
	 SECTION 8.06
	  	 Binding Effect
	  	 	47	 
	 SECTION 8.07
	  	 Assignments and Participations
	  	 	47	 
	 SECTION 8.08
	  	 Indemnification
	  	 	50	 
	 SECTION 8.09
	  	 Confidentiality
	  	 	51	 
	 SECTION 8.10
	  	 Patriot Act
	  	 	51	 
	 SECTION 8.11
	  	 Judgment
	  	 	52	 
	 SECTION 8.12
	  	 Consent to Jurisdiction and Service of Process
	  	 	52	 
	 SECTION 8.13
	  	 [Intentionally Omitted.]
	  	 	52	 
	 SECTION 8.14
	  	 Governing Law
	  	 	52	 


  
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	 SECTION 8.15
	  	 Execution in Counterparts; Integration; Electronic Execution
	  	 	52	 
	 SECTION 8.16
	  	 Severability
	  	 	53	 
	 SECTION 8.17
	  	 No Fiduciary Relationship
	  	 	53	 
	 SECTION 8.18
	  	 Non-Public Information
	  	 	53	 
	 SECTION 8.19
	  	 Acknowledgement and Consent to Bail-In of Affected
Financial Institutions
	  	 	53	 
	
	 ARTICLE IX
	  

	
	 GUARANTY
	  

			
	 SECTION 9.01
	  	 The Guaranty
	  	 	55	 
	 SECTION 9.02
	  	 Guaranty Unconditional
	  	 	55	 
	 SECTION 9.03
	  	 Continuing Guaranty; Discharge and Reinstatement
	  	 	56	 
	 SECTION 9.04
	  	 Waivers
	  	 	56	 
	 SECTION 9.05
	  	 Subrogation
	  	 	57	 
	 SECTION 9.06
	  	 Stay of Acceleration
	  	 	57	 
	 SECTION 9.07
	  	 Taxes
	  	 	57	 
	 SECTION 9.08
	  	 Release of Guarantor
	  	 	57	 

 SCHEDULE 

Schedule 1.01 – List of Applicable Lending Offices 

Schedule 2.01 – Commitments 
 EXHIBITS 

Exhibit A – Form of Notice of Borrowing 

Exhibit B – Form of Assignment and Acceptance 

Exhibit C – Form of Opinion of Borrower’s Counsel 

  
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 364-DAY CREDIT AGREEMENT dated as
of April 10, 2020, among THE WALT DISNEY COMPANY, a Delaware corporation (the “Borrower”), TWDC ENTERPRISES 18 CORP., a Delaware corporation (the “Guarantor”) (prior to the Guaranty Release
Date), the LENDERS party hereto and CITIBANK, N.A., as designated agent (together with any successor designated agent appointed pursuant to Article VII, the “Designated Agent”) for the Lenders
hereunder. 
 IN CONSIDERATION of the agreements herein contained, the parties hereto agree as follows: 

ARTICLE I 
 DEFINITIONS AND
ACCOUNTING TERMS 
 SECTION 1.01. Certain Defined Terms. 

As used in this Agreement (including the preamble hereto), 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): 
 “2018 Credit Agreement”
means the Five-Year Credit Agreement, dated as of March 9, 2018, among TWDC Enterprises 18 Corp., as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as designated agent for the lenders thereunder, to which The Walt Disney
Company acceded as guarantor, as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time. 

“Advance” means an advance by a Lender to the Borrower as part of a Borrowing. 

“Affected Financial Institution” has the meaning specified in Section 8.19. 

“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. 
 “Agreement” means this 364-Day Credit Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with Section 8.01. 

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010 and
all other similar laws, rules, and regulations of any jurisdiction applicable to any member of the Consolidated Group concerning or relating to bribery or corruption. 

“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, as of any date, with respect to any Eurocurrency Rate Advance or any Base Rate Advance, the
applicable rate per annum set forth in the table below under the caption “Applicable Margin for Eurocurrency Rate Advances” or “Applicable Margin for Base Rate Advances”, as the case may be, in each case, as determined by
reference to the Public Debt Rating in effect on such date: 













							
	 Ratings
Level
	  	 Public Debt Rating
S&P/Moody’s
	  	 Applicable Margin for

Eurocurrency Rate

Advances
	  	 Applicable Margin

for Base Rate

Advances

	 Level 1
	  	At least A+ by S&P/A1 by Moody’s	  	0.875%	  	0.000%
	 Level 2
	  	A by S&P/A2 by Moody’s	  	1.000%	  	0.000%
	 Level 3
	  	A- by S&P/A3 by Moody’s	  	1.250%	  	0.250%
	 Level 4
	  	Lower than A- by S&P/A3 by Moody’s or unrated	  	1.500%	  	0.500%

 “Assignment and Acceptance” means an assignment and acceptance entered into by a
Lender and an Eligible Assignee, and accepted by the Designated Agent and the Borrower, in substantially the form of Exhibit B hereto. 

“Assuming Lender” has the meaning specified in Section 2.20(c). 

“Assumption Agreement” has the meaning specified in Section 2.20(c). 

“Bail-In Action” has the meaning specified in Section 8.19. 

“Bail-In Legislation” has the meaning specified in Section 8.19. 

“Base Rate” means, for each day in any period, a fluctuating interest rate per annum as shall be in effect from time
to time, which rate per annum shall at all times for such day during such period be equal to the highest of (a) the Prime Rate in effect for such day, (b) the NYFRB Rate in effect for such day plus 1/2 of 1.00%, and (c) the
Eurocurrency Rate for Dollars for a one-month Interest Period commencing on such date plus 1.00%. 

“Base Rate Advance” means an Advance which bears interest as provided in Section 2.06(a)(i). 

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate) that
has been selected by the Designated Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any
evolving or then-prevailing market convention for determining a rate of interest as a replacement to the Eurocurrency Rate for syndicated credit facilities denominated in Dollars and (b) the Benchmark Replacement Adjustment; provided
that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement; provided further that any such Benchmark Replacement shall be
administratively feasible as reasonably determined by the Designated Agent. 
 “Benchmark Replacement Adjustment”
means the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Designated Agent and the Borrower giving due consideration to
(a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Eurocurrency Rate with the applicable Unadjusted Benchmark Replacement by the Relevant
Governmental Body and/or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Eurocurrency Rate with the
applicable Unadjusted Benchmark 

  
 2 













 
Replacement for syndicated credit facilities denominated in Dollars at such time (for the avoidance of doubt (but without limiting the first parenthetical in this definition of “Benchmark
Replacement Adjustment”), such Benchmark Replacement Adjustment shall not be in the form of a reduction to the Applicable Margin). 

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical,
administrative or operational changes (including changes to the definition of “Base Rate”, the definition of “Interest Period”, timing and frequency of determining rates and making payments of interest and other administrative
matters) that the Designated Agent determines, in its reasonable discretion and in consultation with the Borrower, may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof
by the Designated Agent in a manner substantially consistent with market practice (or, if the Designated Agent determines that adoption of any portion of such market practice is not administratively feasible or if the Designated Agent determines, in
consultation with the Borrower, that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Designated Agent determines, in its reasonable discretion and in consultation with the
Borrower, is reasonably necessary in connection with the administration of this Agreement). 
 “Benchmark Replacement
Date” means the earlier to occur of the following events with respect to the Eurocurrency Rate: 

(a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of
(i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Screen Rate permanently or indefinitely ceases to provide the Screen Rate; or 

(b)    in the case of clause (c) of the definition of “Benchmark Transition Event”, the date of the public
statement or publication of information referenced therein. 
 “Benchmark Transition Event” means the occurrence of
one or more of the following events with respect to the Eurocurrency Rate: 
 (a)    a public statement or publication
of information by or on behalf of the administrator of the Screen Rate announcing that such administrator has ceased or will cease to provide the Screen Rate, permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide the Screen Rate; 
 (b)    a public statement or
publication of information by the regulatory supervisor for the administrator of the Screen Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the Screen Rate, a resolution authority with
jurisdiction over the administrator for the Screen Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the Screen Rate, in each case which states that the administrator of the Screen Rate has
ceased or will cease to provide the Screen Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Screen Rate; and/or 

(c)    a public statement or publication of information by the regulatory supervisor for the administrator of the Screen
Rate announcing that the Screen Rate is no longer representative. 
 “Benchmark Transition Start Date” means
(a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the
90th day prior to the 

  
 3 













 
expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication,
the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Designated Agent or the Majority Lenders, as applicable, by notice to the Borrower,
the Designated Agent (in the case of such notice by the Majority Lenders) and the Lenders. 
 “Benchmark Unavailability
Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Eurocurrency Rate and solely to the extent that the Eurocurrency Rate has not been replaced with a Benchmark
Replacement, the period (a) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the Eurocurrency Rate for all purposes hereunder in accordance with Section 2.08
and (b) ending at the time that a Benchmark Replacement has replaced the Eurocurrency Rate for all purposes hereunder pursuant to Section 2.08. 

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

“Borrower Information” has the meaning specified in Section 8.09. 

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders
pursuant to Section 2.01. 
 “Business Day” means a day of the year (a) on which banks are not required or
authorized to close in Los Angeles, California, or New York City, New York and (b) if the applicable Business Day relates to Eurocurrency Rate Advances, on which dealings are carried on in the London interbank market. 

“Co-Administrative Agents” means Citibank, N.A. and JPMorgan Chase
Bank, N.A. 
 “Code” means the U.S. Internal Revenue Code of 1986, as amended. 

“Commitment” means, as to any Lender, the commitment of such Lender to make Advances pursuant to Section 2.01, as
such commitment may be reduced or increased from time to time pursuant to the terms hereof. The initial amount of each Lender’s Commitment is the amount set forth opposite such Lender’s name on Schedule 2.01 hereto or, if such Lender has
become a party hereto pursuant to an Assumption Agreement or an Assignment and Acceptance, the amount set forth in such Assumption Agreement or such Assignment and Acceptance, as the case may be. As of the Effective Date, the aggregate amount of the
Commitments is $5,000,000,000. 
 “Commitment Fee Percentage” means, as of any date, the applicable rate per annum
set forth in the table below under the caption “Commitment Fee Percentage”, as determined by reference to the Public Debt Rating in effect on such date: 
  

					
	 Ratings
Level
	  	 Public Debt Rating
S&P/Moody’s
	  	Commitment Fee
Percentage
	 Level 1
	  	At least A+ by S&P/A1 by Moody’s	  	0.150%
	 Level 2
	  	A by S&P/A2 by Moody’s	  	0.200%
	 Level 3
	  	A- by S&P/A3 by Moody’s	  	0.250%
	 Level 4
	  	Lower than A- by S&P/A3 by Moody’s or unrated	  	0.300%

 “Communications” has the meaning specified in Section 8.02(b). 

  
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 “Compounded SOFR” means the compounded average of SOFRs for the
applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable
prior to the end of each Interest Period) being established by the Designated Agent and the Borrower in accordance with: 

(a)    the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant
Governmental Body for determining compounded SOFR; or 
 (b)    if, and to the extent that, the Designated Agent and the
Borrower determine that Compounded SOFR cannot be determined in accordance with clause (a) above, then the rate, or methodology for this rate, and conventions for this rate that the Designated Agent and the Borrower determine in their
reasonable discretion are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for syndicated credit facilities denominated in Dollars at such time; 

provided, that if the Designated Agent and the Borrower determine that any such rate, methodology or convention determined in accordance with clause
(a) or clause (b) is not administratively feasible for the Designated Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the definition of “Benchmark Replacement”. 

“Consolidated EBITDA” means, for any period, (a) net income or net loss, as the case may be, of the Consolidated
Group on a consolidated basis for such period, as determined in accordance with GAAP for such period, plus (b) the sum of all amounts which, in the determination of such consolidated net income or net loss, as the case may be, for such
period, have been deducted for (i) Consolidated Interest Expense, (ii) consolidated income tax expense, (iii) consolidated depreciation expense, (iv) consolidated amortization expense and (v) any non-cash goodwill impairment charges, in each case determined in accordance with GAAP for such period. 

“Consolidated Group” means the Borrower and its Subsidiaries. 

“Consolidated Interest Expense” means, for any period, the total interest expense of the Consolidated Group with
respect to all outstanding Debt of the Consolidated Group during such period, all as determined on a consolidated basis for such period and in accordance with GAAP for such period. 

“Convert”, “Conversion” and “Converted” each refers to a conversion of
Advances of one Type into Advances of another Type pursuant to Section 2.08 or 2.09. 
 “Corresponding Tenor”
with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the Eurocurrency Rate.

 “Debt” means, with respect to any Person: (a) indebtedness for borrowed money, (b) obligations
evidenced by bonds, debentures, notes or other similar instruments, (c) obligations to pay the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (d) obligations as lessee
under leases which shall have been or should be, in accordance with GAAP, recorded as capital leases and (e) obligations under direct or indirect guarantees in respect of, and obligations (contingent or otherwise) to purchase or otherwise
acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of any other Person of the kinds referred to in clauses (a) through (d) above. 

  
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 “Declining Lender” has the meaning specified in
Section 2.20(b). 
 “Defaulting Lender” means any Lender, as reasonably determined by the Designated Agent (or
by the Borrower in the case of clause (e) below; provided that in the absence of a concurring determination by the Designated Agent, without limiting any other rights of the parties vis-a-vis such Defaulting Lender, the sole consequence under Section 2.21(a) of such a determination by the Borrower shall be a mandatory assignment by such Lender pursuant to the terms of
Section 2.16 hereof, if requested by the Borrower), that has (a) failed to fund any portion of its Advances within three Business Days of the date required to be funded by it hereunder, (b) notified the Borrower, the Designated Agent
or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or
generally under other agreements in which it commits to extend credit, (c) failed, within three Business Days after written request by the Designated Agent (based upon the reasonable belief that such Lender may not fulfill its funding
obligation), to confirm in writing that it will comply with the terms of this Agreement relating to its funding obligations under this Agreement, unless subject to a good faith dispute, provided that any such Lender shall cease to be a
Defaulting Lender under this clause (c) upon receipt of such confirmation by the Designated Agent, (d) otherwise failed to pay over to the Designated Agent or any other Lender any other amount required to be paid by it hereunder within
three Business Days of the date when due, unless subject to a good faith dispute, or (e) become the subject of (or is reasonably likely not to fund its obligations hereunder as a result of) a bankruptcy or insolvency proceeding or a Bail-In Action, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action indicating its consent to, approval of or acquiescence in any such proceeding or appointment, or has
a parent company that has become the subject of a bankruptcy or insolvency proceeding or a Bail-In Action, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action
indicating its consent to, approval of or acquiescence in any such proceeding, appointment or action, provided that for purposes of this clause (e), in the absence of a Bail-In Action, a Lender shall
not qualify as a Defaulting Lender solely as a result of the acquisition or maintenance of an ownership interest in such Lender or its parent company, or of the exercise of control over such Lender or any Person controlling such Lender, by any
Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides 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 permits such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Lender. 

“Defaulting Lender Notice” has the meaning specified in Section 2.21(a). 

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

“Designated Agent’s Account” means account number 36852248 maintained by the Designated Agent at its office
at One Penns Way, Ops II, Floor 2, New Castle, Delaware 19720. 
 “Dollars” and the “$” sign
each means lawful currency of the United States. 
 “Domestic Lending Office” means, with respect to any Lender, the
office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule 1.01 hereto or in the Assumption Agreement or the Assignment and Acceptance, as the case may be, pursuant to which it became a Lender, or
such other office of such Lender as such Lender may from time to time specify to the Borrower and the Designated Agent for such purpose. 

  
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 “Early Opt-in Election”
means the occurrence of: 
 (a)    (i) a reasonable determination by the Designated Agent or (ii) a notification by
the Majority Lenders to the Designated Agent (with a copy to the Borrower) that the Majority Lenders have reasonably determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar
to that contained in Section 2.08(e), are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Eurocurrency Rate, and 

(b)    (i) the election by the Designated Agent or (ii) the election by the Majority Lenders to declare that an Early
Opt-in Election has occurred (in accordance with clause (a) above) and the provision, as applicable, by the Designated Agent of written notice of such election to the Borrower and the Lenders or by the
Majority Lenders of written notice of such election to the Designated Agent. 
 “EEA Financial Institution” has the
meaning specified in Section 8.19. 
 “EEA Member Country” has the meaning specified in Section 8.19. 

“EEA Resolution Authority” has the meaning specified in Section 8.19. 

“Effective Date” has the meaning specified in Section 3.01. 

“Electronic Signature” means an electronic signature, sound, symbol or process attached to, or associated with, a
contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. 

“Eligible Assignee” means (a) a Lender or any Affiliate of a Lender or (b) any bank or other financial
institution or any other Person (other than a natural Person), which has been approved in writing by the Borrower and the Designated Agent as an Eligible Assignee for purposes of this Agreement; provided that neither the Borrower’s
approval nor the Designated Agent’s approval shall be unreasonably withheld; and provided further that the Borrower may withhold its approval if the Borrower reasonably believes that an assignment to such Eligible Assignee pursuant to
Section 8.07 would result in the incurrence of increased costs payable by the Borrower pursuant to Section 2.11 or 2.14. 

“Environmental Claim” means any administrative, regulatory or judicial action, suit, demand, claim, lien, notice or
proceeding relating to any Environmental Law or any Environmental Permit. 
 “Environmental Law” means any federal,
state or local statute, law, rule, regulation, ordinance, code or duly promulgated 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 order,
consent decree or judgment, in each case, relating to the environment, human health, human safety or any Hazardous Material. 

“Environmental Permit” means any permit, approval, identification number, license or other authorization required
under any applicable Environmental Law. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and the rulings issued thereunder. 
 “ERISA Affiliate”
means any Person that for purposes of Title IV of ERISA is a member of the Borrower’s controlled group, or under common control with the Borrower, within the meaning of Section 414 of the Code. 

  
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 “ERISA Event” means: (a) (i) the occurrence with respect
to a Plan of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the Pension Benefit Guaranty Corporation, or
(ii) the provisions of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are applicable with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a
Plan, and an event described in subsection (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA could reasonably be expected to occur with respect to such Plan within the following 30 days; (b) 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); (c) the cessation of
operations by the Borrower or any ERISA Affiliate at a facility in the circumstances described in Section 4062(e) of ERISA; (d) the withdrawal by the 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; (e) the failure by the Borrower or any ERISA Affiliate to make a payment to a Plan described in Section 302 of ERISA; or (f) the institution by the
Pension Benefit Guaranty Corporation of proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition which is reasonably likely to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, a Plan. 
 “EU Bail-In
Legislation Schedule” has the meaning specified in Section 8.19. 
 “Eurocurrency Lending Office”
means, with respect to any Lender, the office of such Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule 1.01 hereto or in the Assumption Agreement or the Assignment and Acceptance, as the case may be,
pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Designated Agent for such purpose. 

“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, with respect to any
Eurocurrency Rate Advance for any Interest Period, the rate per annum equal to (a) the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for
deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period as displayed on the Reuters screen page that displays such rate (currently page LIBOR01) (or, in the event such rate does not
appear on a page of the Reuters screen, on the appropriate page of such other information service or such other source that publishes such rate as shall be selected by the Designated Agent with the consent of the Borrower, not to be unreasonably
withheld), at approximately 11:00 A.M. (London time) two Business Days prior to the commencement of such Interest Period (the “Screen Rate”) divided by (b) a percentage equal to 100% minus the Eurocurrency Rate Reserve
Percentage for such Interest Period (provided that, if for any reason a Screen Rate (including an Interpolated Screen Rate, as provided below) is not available, the term “Eurocurrency Rate” shall mean, for any Interest Period for
each Eurocurrency Rate Advance comprising part of the same Borrowing, (i) an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1.00% per annum, if such average is not such a multiple) of the
rate per annum at which deposits in Dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of
such Interest Period for a period equal to such Interest Period and in an amount substantially equal to such Reference Bank’s Eurocurrency Rate Advance comprising part of such Borrowing divided by (ii) a percentage equal to 100% minus the
Eurocurrency Rate Reserve Percentage for such Interest Period). In the event that the Eurocurrency Rate is to be determined by the Reference Banks, the Eurocurrency Rate for any Interest Period for each Eurocurrency Rate Advance comprising part of
the same Borrowing shall be determined by the Designated 

  
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Agent on the basis of applicable rates furnished to and received by the Designated Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however,
to the provisions of Section 2.08. If no Screen Rate shall be available for a particular Interest Period but Screen Rates shall be available for maturities both longer and shorter than such Interest Period, then the Screen Rate for such
Interest Period shall be the Interpolated Screen Rate. For the avoidance of doubt, nothing in this Agreement shall obligate any Reference Bank to provide the information referred to in clause (i) above. Notwithstanding the foregoing, the
Eurocurrency Rate shall in no event be less than zero. 
 “Eurocurrency Rate Advance” means an Advance which bears
interest as provided in Section 2.06(a)(ii). 
 “Eurocurrency Rate Reserve Percentage” means, with respect to
any Lender for any Interest Period for any Eurocurrency Rate Advance, the reserve percentage applicable during such Interest Period (or, if more than one such percentage shall be so applicable, the daily average of such percentages for those days in
such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor thereto) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender 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 is determined) having a term equal to such Interest Period. 

“Events of Default” has the meaning specified in Section 6.01. 

“Excluded Entity” means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified
Project Entities. 
 “Excluded Taxes” has the meaning specified in Section 2.14(a). 

“Extending Lender” has the meaning specified in Section 2.20(b). 

“Extension Date” has the meaning specified in Section 2.20(b). 

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

“Federal Funds Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds
transactions by depository institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate;
provided that if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement. 

“GAAP” means generally accepted accounting principles in the United States. 

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

  
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 “Guaranteed Obligations” has the meaning specified in
Section 9.01. 
 “Guarantor” has the meaning specified in the preamble to this Agreement. 

“Guaranty” means the guaranty and the other obligations of the Guarantor under Article IX. 

“Guaranty Beneficiaries” means the Designated Agent, the Lenders and any other holders of Guaranteed Obligations. 

“Guaranty Release Date” means the date on which the Guarantor is released and discharged from its obligations under
this Agreement and the Guaranty as set forth in Section 9.08. 
 “Hazardous Material” means (a) any
petroleum or petroleum product, natural or synthetic gas, asbestos in any form that is or could become friable, urea formaldehyde foam insulation or radon gas, (b) any substance defined as or included in the definition of “hazardous
substances”, “hazardous wastes”, “hazardous materials”, “toxic substances”, “contaminants” or “pollutants”, or words of similar import, under any applicable Environmental Law or (c) any
other substance exposure to which is regulated by any governmental or regulatory authority. 
 “Hong Kong Disneyland
Entity” means any subsidiary of the Borrower and any other Person whose equity securities or interests are owned, directly or indirectly, in whole or in part, by the Borrower or any of its subsidiaries, the primary business of which is
the direct or indirect ownership, management, operation, design, construction and/or financing of the recreational and commercial facilities and complex, or any part thereof or any addition thereto, commonly known as “Hong Kong Disney”,
“Hong Kong Disneyland” or “Disneyland Resort Hong Kong”, located at Penny’s Bay on Lantau Island, Hong Kong, which subsidiaries and other Persons include, without limitation, as of the date hereof, Hongkong International
Theme Parks Limited, Hong Kong Disneyland Management Limited and Walt Disney Holdings (Hong Kong) Limited. 
 “IBA”
has the meaning specified in Section 1.04. 
 “Indemnified Matters” has the meaning specified in
Section 8.08. 
 “Indemnified Party” has the meaning specified in Section 8.08. 

“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 on the date of the Conversion of any Base Rate Advance into a Eurocurrency Rate Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below
and, thereafter, 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 the Borrower pursuant to the provisions below. The duration of each such Interest
Period shall be one, two, three or six months as the Borrower may select, upon notice received by the Designated Agent not later than 1:00 P.M. (New York City time) on the third Business Day prior to the first day of such Interest Period for
each Eurocurrency Rate Advance; provided, however, that: 
 (i)    Interest Periods
commencing on the same date for Eurocurrency Rate Advances comprising part of the same Borrowing shall be of the same duration; 

  
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 (ii)    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 succeeding calendar month, the last day of such Interest Period shall occur on the immediately preceding Business Day; 

(iii)    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; and 
 (iv)    the Borrower may not select for any Advance any Interest
Period which ends after the Scheduled Termination Date then in effect. 
 “Interpolated Screen Rate” means, with
respect to any Eurocurrency Rate Advance for any Interest Period, a rate per annum which results from interpolating on a linear basis between (a) the applicable Screen Rate for the longest maturity for which a Screen Rate is available that is
shorter than such Interest Period and (b) the applicable Screen Rate for the shortest maturity for which a Screen Rate is available that is longer than such Interest Period. 

“IRS” means the U.S. Internal Revenue Service. 

“Lenders” means, collectively, the Persons listed on Schedule 2.01, each Assuming Lender that shall become a
party hereto pursuant to Section 2.20 and each Eligible Assignee that shall become a party hereto pursuant to Section 8.07, in each case other than any such Person that shall have ceased to be a party hereto pursuant to Section 8.07.

 “Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of
preferential arrangement which has the same effect as a lien or security interest. 
 “Loan Documents” means this
Agreement and each Note delivered pursuant to Section 2.17(a), in each case as amended, modified, supplemented or restated from time to time. 

“Loan Party” means the Borrower and, prior to the Guaranty Release Date, the Guarantor. 

“Majority Lenders” means, at any time, Lenders owed at least a majority in interest of the aggregate unpaid principal
amount of the Advances owing to the Lenders at such time, or, if no such principal amount is outstanding at such time, Lenders having at least a majority in interest of the Commitments at such time; provided, however, that neither the
Borrower nor any of its Affiliates, if a Lender, shall be included in the determination of the Majority Lenders at any time. 

“Material Subsidiary” means, at any date of determination, a Subsidiary of the Borrower that, either individually or
together with its Subsidiaries, taken as a whole, has total assets exceeding $250,000,000 on such date. 
 “Measurement
Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower on or immediately prior to such date. 

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto. 

  
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 “Multiemployer Plan” means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which the 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 (i) is maintained for employees of the Borrower or any ERISA Affiliate and at least one Person other than the Borrower and the ERISA Affiliates or (ii) was so maintained and in respect of which the
Borrower or an ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated. 

“Non-Defaulting Lender” means, at any time, any Lender that is not a
Defaulting Lender at such time. 
 “Note” has the meaning specified in Section 2.17(a). 

“Notice of Borrowing” has the meaning specified in Section 2.02(a). 

“NYFRB” means the Federal Reserve Bank of New York. 

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

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

“OFAC” means Office of Foreign Assets Control of the U.S. Department of the Treasury. 

“Other Taxes” has the meaning specified in Section 2.14(b). 

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight
Eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the
NYFRB as an overnight bank funding rate. 
 “Participant Register” has the meaning specified in
Section 8.07(e). 
 “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 and all other laws and regulations relating to money-laundering and terrorist activities. 

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof. 

  
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 “Plan” means a Single Employer Plan or a Multiple Employer Plan.

 “Platform” has the meaning specified in Section 8.02(b). 

“Prime Rate” means the rate of interest publicly announced from time to time by Citibank, N.A. as its prime rate
in effect at its principal office in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. 

“Public Debt Rating” means, as of any date of determination, the higher rating that has been most recently announced
by either S&P or Moody’s, as the case may be, for any class of senior, unsecured, non-credit enhanced long-term public debt issued by the Borrower. For purposes of the foregoing, (a) if only one
of S&P and Moody’s shall have in effect a Public Debt Rating, the Applicable Margin and the Commitment Fee Percentage shall be determined by reference to the available rating; (b) if neither S&P nor Moody’s shall have in
effect a Public Debt Rating, the Applicable Margin and the Commitment Fee Percentage will be set in accordance with Level 4 under the definition of “Applicable Margin” or “Commitment Fee Percentage”, as the case may be;
(c) if the ratings established by S&P and Moody’s shall fall within different levels, the Applicable Margin and the Commitment Fee Percentage shall be based upon the higher rating; (d) if any rating established by S&P or
Moody’s shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (e) if S&P or Moody’s shall change the basis on which ratings
are established, each reference to the Public Debt Rating announced by S&P or Moody’s, as the case may be, shall refer to the then-equivalent rating by S&P or Moody’s, as the case may be.

 “Reference Banks” means each of BNP Paribas, Citibank, N.A. and JPMorgan Chase Bank, N.A., or, in the
event that fewer than two of such banks remain Lenders hereunder at any time, any other commercial bank designated by the Borrower (with the consent of such bank) and approved by the Majority Lenders as constituting a “Reference Bank”
hereunder, in each case, acting in its capacity as a “Reference Bank” hereunder. 
 “Register” has the
meaning specified in Section 8.07(c). 
 “Relevant Governmental Body” means the Board of Governors of the
Federal Reserve System and/or the NYFRB, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System and/or the NYFRB or, in each case, any successor thereto. 

“Resolution Authority” has the meaning specified in Section 8.19. 

“Responsible Officer” means the chief executive officer, the president, the chief financial officer, the treasurer or
any assistant treasurer of the Borrower. 
 “S&P” means Standard & Poor’s Ratings Services, a
subsidiary of S&P Global Inc., and any successor to its rating agency business. 
 “Sanctioned Person” means any
Person currently named on OFAC’s List of Specially Designated Nationals and Blocked Persons or any entity that is 50% or more owned by such Person; the Sanctioned Entities List maintained by the U.S. Department of State; the consolidated
list of persons, groups and entities subject to European Union financial sanctions maintained by the European Union External Action Committee; the Consolidated List of Financial Sanctions Targets maintained by Her Majesty’s Treasury of the
United Kingdom; and the Compendium of United Nations Security Council Sanctions Lists. 

  
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 “Sanctions Laws” means trade or financial sanctions imposed,
administered or enforced by the OFAC or similar trade or financial sanctions imposed, administered or enforced by (a) the U.S. Department of State pursuant to the International Emergency Economic Powers Act, Trading with the Enemy Act, United
Nations Participation Act, Foreign Narcotics Kingpin Designation Act, Comprehensive Iran Sanctions, Accountability, and Divestment Act, Iran Threat Reduction and Syria Human Rights Act and related executive orders and regulations, (b) Her
Majesty’s Treasury of the United Kingdom, (c) the European Union or (d) United Nations Security Council. 

“Scheduled Termination Date” means, as to any Lender, April 9, 2021, or, if the Scheduled Termination Date
shall have been extended pursuant to Section 2.20, the latest date to which the Scheduled Termination Date shall have been so extended with the consent of such Lender. 

“Screen Rate” has the meaning assigned to that term in the definition of “Eurocurrency Rate”. 

“SEC” means the United States Securities and Exchange Commission. 

“Shanghai Project Entity” means any subsidiary of the Borrower and any other Person whose equity securities or
interests are owned, directly or indirectly, in whole or in part, by the Borrower or any of its subsidiaries, the primary business of which is the direct or indirect ownership, management, operation, design, construction and/or financing of the
recreational and commercial facilities and complex or any part thereof or any addition thereto, known as “Shanghai Disney”, “Shanghai Disneyland” or “Disneyland Resort Shanghai” or by any similar name, located in the
Pudong New Area, Shanghai, People’s Republic of China, which subsidiaries and other Persons include, without limitation, as of the date hereof, Shanghai International Theme Park Company Limited, Shanghai International Theme Park Associated
Facilities Company Limited, Shanghai International Theme Park and Resort Management Company Limited and WD Holdings (Shanghai), LLC. 

“Single Employer Plan” means a single-employer plan, as defined in Section 4001(a)(15) of ERISA, that (i) is
maintained for employees of the Borrower or an ERISA Affiliate and no Person other than the Borrower and the ERISA Affiliates or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate could have liability under
Section 4069 of ERISA in the event such plan has been or were to be terminated. 
 “SOFR” with respect to any
day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark (or a successor administrator), on the NYFRB’s Website. 

“SOFR-Based Rate” means SOFR, Compounded SOFR or Term SOFR. 

“Specified Project Entity” means: 

(a)    DVD Financing, Inc.; 

  
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 (b)    each Affiliate of the Borrower organized after
February 25, 2004 (the “Organization Date”) (or whose business commenced after the Organization Date) and any other Person organized after the Organization Date (or whose business commenced after the Organization
Date) whose equity securities or interests are owned, directly or indirectly, in whole or in part, by the Borrower or any of its subsidiaries, in each case, if: 

(i)    such Affiliate or other Person has incurred Debt for the purpose of financing all or a part of the
costs of the acquisition, construction, development or operation of a particular project (“Project Debt”); 

(ii)    except for customary guarantees, keep-well agreements and similar credit and equity support
arrangements in respect of Project Debt incurred by such Affiliate or other Person from the Borrower or any of its subsidiaries not in excess of $150,000,000 or from third parties, the source of repayment of such Project Debt is limited to the
assets and revenues of such particular project (or, if such particular project comprises all or substantially all of the assets of such Affiliate or other Person, the assets and revenues of such Affiliate or other Person); and 

(iii)    the property over which Liens are granted to secure such Project Debt, if any, consists solely of
the assets and revenues of such particular project or the equity securities or interests of such Affiliate or other Person or a Subsidiary of the Borrower referred to in clause (c) below; and 

(c)    each Affiliate of the Borrower organized after the Organization Date (or whose business commenced after the
Organization Date) whose equity securities or interests are owned, directly or indirectly, in whole or in part, by the Borrower or any of its subsidiaries, the primary business of which is the direct or indirect ownership, management or operation
of, or provision of services to, any Affiliate or other Person referred to in clause (b) above. 
 “Subsidiary”
means with respect to any Person, (a) any corporation (or foreign equivalent) other than an Excluded Entity or (b) any general partnership, limited partnership or limited liability company (or foreign equivalent) other than an Excluded
Entity (each, a “Non-Corporate Entity”), in either case, of which more than 50% of the outstanding capital stock (or comparable interest) having ordinary voting power (irrespective of
whether at the time capital stock (or comparable interest) of any other class or classes of such corporation or Non-Corporate Entity shall or might have voting power upon the occurrence of any contingency) is
at the time directly or indirectly (through one or more Subsidiaries) owned by such Person. In the case of a Non-Corporate Entity, a Person shall be deemed to have more than 50% of interests having ordinary
voting power only if such Person’s vote in respect of such interests comprises more than 50% of the total voting power of all such interests in such Non-Corporate Entity. For purposes of this definition,
any managerial powers or rights comparable to managerial powers afforded to a Person solely by reason of such Person’s ownership of general partner or comparable interests (or foreign equivalent) shall not be deemed to be “interests having
ordinary voting power”. 
 “Taxes” has the meaning specified in Section 2.14(a). 

“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant
Governmental Body. 
 “Termination Date” means, as to each Lender, the earlier of (a) the Scheduled Termination
Date applicable to such Lender and (b) the date of termination in whole of the aggregate Commitments pursuant to Section 2.04 or 6.01. 

“Type” means, in respect of any Advance, whether such Advance is a Base Rate Advance or a Eurocurrency Rate Advance.

 “UK Financial Institution” has the meaning specified in Section 8.19. 

“UK Resolution Authority” has the meaning specified in Section 8.19. 

  
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 “Unadjusted Benchmark Replacement” means the Benchmark Replacement
excluding the Benchmark Replacement Adjustment; provided that, if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed to be zero for the purposes of this
Agreement. 
 “United States” and “U.S.” each means the United States of America. 

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

 “Write-Down and Conversion Powers” has the meaning specified in Section 8.19. 

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 means “to but excluding”. 

SECTION 1.03. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP as in
effect from time to time; provided, however, that if any changes in accounting principles from those used in the preparation of the financial statements referred to in Section 4.01(c) dated September 28, 2019, hereafter occur
by reason of the promulgation of rules, regulations, pronouncements, opinions or other requirements of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar
functions) and result in a change in the method of calculation of any financial covenant or term related thereto contained in this Agreement, then upon the request of either the Borrower or the Designated Agent (acting at the instruction of the
Majority Lenders), the Borrower and the Designated Agent shall enter into negotiations to amend such financial covenant or other relevant terms of this Agreement to eliminate the effect of any such change; provided further, however, that upon
such request and until such amendment becomes effective, such financial covenant or other relevant terms shall be performed, observed and determined in accordance with GAAP as in effect immediately prior to such change. 

SECTION 1.04. Interest Rates; LIBOR Notification. The interest rate on an Advance denominated in Dollars may be derived from an
interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest
rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The Eurocurrency Rate is determined by reference to the Screen Rate, which is
derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K.
Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator,
the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an
appropriate reference rate upon which to determine the Eurocurrency Rate. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the
London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, Section 2.08(e) provides a mechanism for determining an alternative rate of interest. The
Designated Agent will promptly notify the Borrower, pursuant to Section 2.08(e), of any change to the reference rate upon which the Eurocurrency Rate is based. However, the Designated Agent does not warrant or accept any responsibility for, and
shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Screen Rate” or with


  
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respect to any alternative or successor rate thereto, or replacement rate thereof (including (a) any such alternative, successor or replacement rate implemented pursuant to
Section 2.08(e), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (b) the implementation of any Benchmark Replacement Conforming Changes pursuant to
Section 2.08(e)), including whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the Screen Rate or have the same
volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability. 
 ARTICLE II 

AMOUNTS AND TERMS OF THE ADVANCES 

SECTION 2.01. The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances
denominated in Dollars to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount not to exceed at any time outstanding the Commitment of such Lender then in
effect; provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the
aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused
amount of the Commitments. Each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to
time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01. 
 SECTION
2.02. Making the Advances. (a) Each Borrowing shall be made on notice, given not later than (x) 1:00 P.M. (New York City time) on the first Business Day prior to the date of a proposed Borrowing comprised of Base Rate Advances or
(y) 1:00 P.M. (New York City time) on the third Business Day prior to the date of a proposed Borrowing comprised of Eurocurrency Rate Advances, by the Borrower to the Designated Agent, which shall give to each Lender prompt notice
thereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing, or by telephone confirmed immediately in writing, in substantially the form of Exhibit A hereto, specifying therein the requested
(i) date of such Borrowing (which shall be a Business Day), (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) in the case of a Borrowing comprised of Eurocurrency Rate Advances,
initial Interest Period for each such Advance. Each Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Designated Agent at the Designated
Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Designated Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Designated
Agent will make such funds available to the Borrower at the office where the Designated Agent’s Account is maintained. 

(b)    Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the
related Notice of Borrowing specifies as to be comprised of Eurocurrency Rate Advances, the Borrower 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, cost or expense incurred by reason of the liquidation or redeployment of deposits or other
funds acquired by such Lender to fund the Eurocurrency Rate Advance to be made by such Lender as part of such Borrowing when such Eurocurrency Rate Advance, as a result of such failure, is not made on such date. 

  
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 (c)    Unless the Designated Agent shall have received notice from a
Lender on or prior to the date of any Borrowing that such Lender will not make available to the Designated Agent such Lender’s ratable portion of such Borrowing, the Designated Agent may, but shall not be required to, assume that such Lender
has made such portion available to the Designated Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Designated Agent may, but shall not be required to, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount. If and to the extent that any Lender shall not have made such ratable portion available to the Designated Agent, such Lender agrees to pay to the Designated Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is paid to the Designated Agent, at the NYFRB Rate; provided, however, that
(i) within two Business Days after any Lender shall fail to make such ratable portion available to the Designated Agent, the Designated Agent shall notify the Borrower of such failure and (ii) if such Lender shall not have paid such
corresponding amount to the Designated Agent within two Business Days after such demand is made of such Lender by the Designated Agent, the Borrower agrees to repay to the Designated Agent forthwith upon demand by the Designated Agent to the
Borrower such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Designated Agent, at the interest rate applicable at the time to
Advances comprising such Borrowing. If and to the extent such corresponding amount shall be paid by such Lender to the Designated Agent in accordance with this Section 2.02(c), such amount shall constitute such Lender’s Advance as part of
such Borrowing for all purposes of this Agreement. 
 (d)    The failure of any Lender to make the Advance to be made by
it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but 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. 
 SECTION 2.03. Fees. The Borrower agrees to pay to each Lender a commitment
fee on the average daily unused amount of such Lender’s Commitment (a) in the case of each Lender on the Effective Date, from the Effective Date or (b) in the case of any Lender that becomes a Lender after the Effective Date, the
effective date specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender, until, in each case, the Termination Date payable quarterly in arrears on the first Business Day of each January, April, July
and October during the term of such Lender’s Commitment, commencing July 1, 2020, and on the Termination Date, at the rate per annum equal to the Commitment Fee Percentage in effect from time to time. 

SECTION 2.04. Reduction of the Commitments. The Borrower shall have the right, upon at least three Business Days’ notice to the
Designated Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders; provided that each partial reduction shall be in the aggregate amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof; provided further that after giving effect to any such partial reduction, the total Commitments shall not be less than the then-outstanding aggregate amount of Advances. Once terminated, such Commitments may not
be reinstated. 
 SECTION 2.05. Repayment of Advances. The Borrower shall repay to each Lender on the Termination Date the aggregate
principal amount of the Advances owing to such Lender on such date. 

  
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 SECTION 2.06. Interest on Advances. (a) Scheduled Interest. The Borrower
shall pay to each Lender interest on the unpaid principal amount of each Advance owing to such 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, a rate per
annum equal at all times to the sum of (A) the Base Rate and (B) the Applicable Margin in effect from time to time, payable quarterly in arrears on the first Business Day of each January, April, July and October during such periods and on
the date such Base Rate Advance shall be Converted or paid in full. 
 (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 (A) the Eurocurrency Rate for such Interest Period for such Advance
and (B) 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 the date which occurs three months after the first
day of such Interest Period and on the date such Eurocurrency Rate Advance shall be Converted or paid in full. 

(b)    Default Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance that is not
paid when due and on the unpaid amount of all interest, fees and other amounts payable hereunder that is not paid when due, payable on demand of the Designated Agent or the Majority Lenders, at a rate per annum equal at all times to (i) in the
case of any amount of principal, 2.00% per annum above the rate per annum required to be paid on such Advance immediately prior to the date on which such amount became due and (ii) to the fullest extent permitted by law, in the case of all
other amounts, 2.00% per annum above the rate of interest applicable to Base Rate Advances in effect from time to time. 
 SECTION 2.07.
[Intentionally Omitted.] 
 SECTION 2.08. Interest Rate Determination. (a) If requested, each Reference Bank may, but
shall not be required to, furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. Subject to Section 2.08(c), if any one or more of the Reference Banks shall not furnish such timely information
to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. 

(b)    The Designated Agent shall give prompt notice to the Borrower and the Lenders of (i) the applicable interest
rate determined by the Designated Agent and (ii) subject to Section 2.13(b), the details of such determination for purposes of Sections 2.06(a)(i) and/or 2.06(a)(ii). 

(c)    If, at any time when the Eurocurrency Rate is being determined by reference to rates furnished by the Reference
Banks in accordance with the definition of “Eurocurrency Rate”, fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances,
(i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing
Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate
Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. 

(d)     If, with respect to any Eurocurrency Rate Advances, (i) the Designated Agent shall be unable to determine the
Eurocurrency Rate as contemplated hereby; provided that no Benchmark Transition Event shall have occurred at such time; or (ii) the Majority Lenders notify the Designated Agent that (A) they are unable to obtain matching deposits in
the London interbank market at or about 11:00 A.M. 

  
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(London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest
Period or (B) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making,
funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless, in the case of a development referred to in the preceding
clause (ii)(B), the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, and in any event subject to Section 2.08(e), (1) the obligation of the Lenders to make or
continue at the end of the Interest Period, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no
longer exist and (2) the Borrower will, on the last day of the then-existing Interest Period therefor, either prepay all Eurocurrency Rate Advances or Convert all Eurocurrency Rate Advances into Base Rate Advances. The Designated Agent shall
use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated
Agent shall notify the Borrower and the Lenders. 
 (e)    (i) Notwithstanding anything to the contrary herein or in any
other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Designated Agent and the Borrower may, and shall endeavor to, amend this Agreement to
replace the Screen Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 P.M. (New York City time) on the fifth Business Day after the Designated Agent has posted such
proposed amendment to all Lenders and the Borrower, so long as the Designated Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Majority Lenders. Any such amendment with respect
to an Early Opt-in Election will become effective on the date that Lenders comprising the Majority Lenders have delivered to the Designated Agent written notice that such Majority Lenders consent to such
amendment. No replacement of Eurocurrency Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. 

(ii)    In connection with the implementation of a Benchmark Replacement, the Designated Agent will have
the right, in consultation with the Borrower, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark
Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. 

(iii)    The Designated Agent will promptly notify the Borrower and the Lenders of (A) any occurrence
of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes
and (D) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Agent, the Borrower or the Lenders pursuant to this Section 2.08(e), including any
determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive
and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.08(e). 

  
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 (iv)    Upon the Borrower’s receipt of notice of
the commencement of a Benchmark Unavailability Period, (A) the obligation of the Lenders to make or continue at the end of the Interest Period, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended and
(B) the Borrower will, on the last day of the then-existing Interest Period therefor, either prepay all Eurocurrency Rate Advances or Convert all Eurocurrency Rate Advances into Base Rate Advances. 

(f)    If the 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 Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the
then-existing Interest Period therefor, be Converted into Base Rate Advances. 
 (g)    Upon the occurrence and during
the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance will automatically, on the last day of the then-existing Interest Period therefor, 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 suspended. 
 SECTION
2.09. Optional Conversion of Advances. The Borrower may on any Business Day, upon notice given to the Designated Agent not later than (i) 11:00 A.M. (New York City time) on the same Business Day as the date of the proposed
Conversion in the case of a Conversion of Eurocurrency Rate Advances into Base Rate Advances and (ii) 1:00 P.M. (London time) on the third Business Day prior to the date of the proposed Conversion in the case of a Conversion of Base Rate
Advances into Eurocurrency Rate Advances or of Eurocurrency Rate Advances of one Interest Period into Eurocurrency Rate Advances of another Interest Period, as the case may be, and subject to the provisions of Sections 2.08 and 2.12, Convert all
Advances of one Type comprising the same Borrowing into Advances of the other Type; provided, however, that any Conversion of any Eurocurrency Rate Advances into Base Rate Advances or into Eurocurrency Rate Advances of another Interest
Period shall be made on, and only on, the last day of an Interest Period for such Eurocurrency Rate Advances. Promptly upon receipt from the Borrower of a notice of a proposed Conversion hereunder, the Designated Agent shall give notice of such
proposed Conversion to each Lender. Each such notice of a Conversion shall, within the restrictions set forth above, specify (x) the date of such Conversion (which shall be a Business Day), (y) the Advances to be Converted and (z) if
such Conversion is into Eurocurrency Rate Advances, the duration of the initial Interest Period for each such Advance. The Borrower may Convert all Eurocurrency Rate Advances of any one Lender into Base Rate Advances of such Lender in accordance
with the provisions of Section 2.12 by complying with the procedures set forth therein and in this Section 2.09 as though each reference in this Section 2.09 to Advances of any Type were to such Advances of such Lender. Each such
notice of Conversion shall, subject to the provisions of Sections 2.08 and 2.12, be irrevocable and binding on the Borrower. 
 SECTION
2.10. Prepayments of Advances. The Borrower may, upon not less than (a) the same Business Day’s notice to the Designated Agent received not later than 11:00 A.M. (New York City time) in the case of Borrowings consisting of Base
Rate Advances or (b) three Business Days’ notice to the Designated Agent received not later than 1:00 P.M. (New York City time) in the case of Borrowings consisting of Eurocurrency Rate Advances, stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances constituting part of the same Borrowings 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 $1,000,000 or an integral multiple of $1,000,000 in excess
thereof and (y) in the case of any such prepayment of Eurocurrency Rate Advances, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b). 

  
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 SECTION 2.11. Increased Costs. (a) If, after the date hereof, due to either
(i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the
compliance with any hereafter promulgated 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), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or
(y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but
not unrelated assets) or capital attributable thereto), there shall be any increase in the cost (excluding any allocation of corporate overhead) to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to
make or making, funding or maintaining Eurocurrency Rate Advances, then such Lender shall so notify the Borrower promptly after such Lender knows of such increased cost and determines that such cost is material and the Borrower shall from time to
time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate of such
Lender as to the amount of such increased cost in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Lender’s method of allocating such costs is fair and reasonable and that such
Lender’s demand for payment of such costs hereunder is not inconsistent with its treatment of other borrowers which, as a credit matter, are substantially similar to the Borrower and which are subject to similar provisions, submitted to the
Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11
relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage. 

(b)    If, after the date hereof, either (i) the introduction of or change in or in the interpretation of any law or
regulation or (ii) the compliance by any Lender with any hereafter promulgated 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), affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any entity controlling such Lender and the amount of such capital or
liquidity is materially increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then such Lender shall so notify the Borrower promptly after such Lender makes such determination
and, upon demand by such Lender (with a copy of such demand to the Designated Agent), the Borrower shall pay to such Lender within five days from the date of such demand, from time to time as specified by such Lender, additional amounts sufficient
to compensate such Lender or such controlling entity in the light of such circumstances, to the extent that such Lender reasonably determines in good faith such increase in capital or liquidity to be material and allocable to the existence of such
Lender’s commitment to lend hereunder. A certificate of such Lender as to such amount in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Lender’s method of allocating such
increase of capital is fair and reasonable and that such Lender’s demand for payment of such increase of capital hereunder is not inconsistent with its treatment of other borrowers which, as a credit matter, are substantially similar to the
Borrower and which are subject to similar provisions, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. 

(c)    The Borrower shall not be obligated to pay under this Section 2.11 any amounts which relate to costs or
increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts by any Lender, unless the applicable law, regulation, guideline or 

  
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request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand
for payment of any amount under this Section 2.11 shall notify the Borrower not later than 12 months from the date that such Lender should reasonably have known of such law, regulation, guideline or request and the Borrower’s obligation to
compensate such Lender for such amount is contingent upon such Lender so notifying the Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect the Borrower’s obligations under this
Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified the Borrower of such law, regulation, guideline or
request. 
 (d)    If any Lender shall subsequently recoup any costs (other than from the Borrower) for which such
Lender has theretofore been compensated by the Borrower under this Section 2.11, such Lender shall remit to the Borrower an amount equal to the amount of such recoupment. Amounts required to be paid by the Borrower pursuant to this
Section 2.11 shall be paid in addition to, and without duplication of, any amounts required to be paid pursuant to Section 2.14. 

(e)    For purposes hereof, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be changes in law or regulation referred to in paragraphs (a) and (b) of this Section,
regardless of the date enacted, adopted, promulgated or issued. 
 (f)    Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.11 shall survive the payment in full (after the Termination Date) of all payment obligations of the Borrower in respect of Advances
hereunder. 
 SECTION 2.12. Illegality. Notwithstanding any other provision of this Agreement, if any Lender shall notify the
Designated Agent that the introduction of or any change in or in the interpretation of any law or regulation after the date hereof 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 or to fund or maintain Eurocurrency Rate Advances, (a) the obligation of such Lender to make, or to Convert Base Rate Advances into,
Eurocurrency Rate Advances shall be suspended until such Lender shall notify the Designated Agent, and the Designated Agent shall notify the Borrower and the other Lenders, that the circumstances causing such suspension no longer exist (which notice
shall be given promptly after the Designated Agent has been advised by such Lender that the circumstances causing such suspension no longer exist) and (b) the Borrower shall forthwith prepay in full all Eurocurrency Rate Advances of such Lender
then outstanding, together with interest accrued thereon, unless the Borrower, within five Business Days of notice from the Designated Agent or, if permitted by law, on and as of the last day of the then-existing Interest Period for such
Eurocurrency Rate Advance, Converts it into a Base Rate Advance. 
 SECTION 2.13. Payments and Computations. (a) The Borrower
shall make each payment hereunder (and under the Notes, if any), irrespective of any right of set-off or counterclaim, not later than 11:00 A.M. (New York City time) on the day when due, in Dollars
to the Designated Agent at the Designated Agent’s Account in same day funds. The Designated Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts
payable pursuant to Sections 2.11, 2.14, 8.04 and 8.08) 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


  
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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 any Assuming Lender becoming a Lender
hereunder as a result of the extension of the Scheduled Termination Date pursuant to Section 2.20, and upon the Designated Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the
Register, from and after the applicable Extension Date, the Designated Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance
of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Designated Agent shall make all
payments hereunder and under the Notes, if any, issued in connection therewith 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. 
 (b)    All computations of
interest based on clause (a) of the definition of “Base Rate” shall be made by the Designated Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurocurrency Rate, the
NYFRB Rate, the Federal Funds Rate or the Overnight Bank Funding Rate and of fees shall be made by the Designated Agent, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last
day) occurring in the period for which such interest or fees are payable. Each determination by the Designated Agent of an interest rate hereunder shall be conclusive and binding for all purposes hereof, absent manifest error (it being understood
and agreed that, with respect to any Reference Bank, nothing in this Agreement shall require the Designated Agent to disclose to any other party hereto (other than the Borrower) any information regarding such Reference Bank or any rate provided by
such Reference Bank in accordance with the definition of “Eurocurrency Rate”, including, without limitation, whether such Reference Bank has provided a rate or the rate provided by any such Reference Bank). 

(c)    Whenever any payment hereunder or under the Notes, if any, 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 the payment of interest or fees, 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 immediately preceding Business Day. 

(d)    Unless the Designated Agent shall have received notice from the Borrower prior to the date on which any payment is
due to the Lenders hereunder that the Borrower will not make such payment in full, the Designated Agent may assume that the Borrower has made such payment in full to the Designated Agent on such date and the Designated Agent may, but shall not be
required to, 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 that the Borrower shall not have so made such payment in full to the
Designated Agent, each Lender shall repay to the Designated 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 Designated Agent, at the NYFRB Rate. 
 SECTION 2.14. Taxes. (a) Subject to
Section 2.14(f), any and all payments by the Borrower hereunder or under the Notes, if any, shall be made, in accordance with Section 2.13, 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, excluding (i) in the case of each Lender and the Designated Agent, taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws 

  
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of which such Lender or the Designated Agent, as the case may be, is organized or any political subdivision thereof, (ii) in the case of each Lender and the Designated Agent, taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect thereto, imposed on its income, and franchise taxes imposed on it by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof
or by any other jurisdiction in which such Lender or the Designated Agent, as the case may be, is doing business that is unrelated to this Agreement, (iii) in the case of a Lender and the Designated Agent, U.S. federal withholding taxes imposed
on amounts payable to or for the account of such recipient with respect to an applicable interest in this Agreement, an Advance or a Commitment pursuant to a law in effect on the date on which (A) such recipient acquires such interest in this
Agreement, Advance or Commitment, or (B) such recipient changes its lending office, except in each case to the extent that, pursuant to this Section 2.14, amounts with respect to such taxes, levies, imposts, deductions, charges or
withholding, and all liabilities with respect thereto, were payable either to such recipient’s assignor immediately before such Lender or the Designated Agent became a party hereto or to such Lender or the Designated Agent immediately before it
changed its lending office, and (iv) in the case of each Lender and the Designated Agent or other recipient of payments hereunder, any withholding taxes imposed under FATCA (all such excluded taxes, levies, imposts, deductions, charges and
liabilities being referred to as “Excluded Taxes”, and all taxes levies, imposts, deductions, charges, withholdings and liabilities that are not Excluded Taxes being referred to as “Taxes”). Subject to
Section 2.14(f), if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Designated Agent, as the case may be, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions of Taxes (including deductions of Taxes applicable to additional sums payable under this Section 2.14) such Lender or the Designated Agent, as the case may be, receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance
with applicable law. 
 (b)    In addition, the Borrower agrees to pay any present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under the Notes, if any, or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or the Notes,
if any (hereinafter referred to as “Other Taxes”). 
 (c)    (i) Subject to
Section 2.14(f), the Borrower will indemnify each Lender and the Designated Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.14) paid by such Lender or the Designated Agent, as the case may be, and any liability (including penalties (to the extent not imposed as a result of such Lender’s or the Designated Agent’s gross negligence or willful
misconduct), interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or the Designated
Agent, as the case may be, makes written demand therefor. 
 (ii)    Each Lender will severally indemnify the Designated
Agent, within 10 days after demand therefor, for (A) any Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Designated Agent for such Taxes and without limiting the obligation of the
Borrower to do so), (B) any taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(e) relating to the maintenance of a Participant Register and (C) any Excluded Taxes that are attributable to such
Lender, in each case, that are payable or paid by the Designated Agent in connection with this Agreement, and any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Designated Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Designated Agent to set
off and apply any and all amounts at any time owing to such Lender under this Agreement or otherwise payable by the Designated Agent to the Lender from any other source against any amount due to the Designated Agent under this
Section 2.14(c)(ii). 

  
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 (d)    Within 30 days after the date of any payment of Taxes, the
Borrower will furnish to the Designated Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing payment thereof, to the extent that such a receipt is issued, or if such receipt is not issued,
other evidence of payment thereof that is reasonably satisfactory to the Designated Agent. 
 (e)    (i) Each Lender
that is a U.S. Person shall deliver to the Borrower and the Designated Agent on or prior to the date of its execution and delivery of this Agreement, and each such Lender that is not a party hereto on the date hereof shall deliver to the Borrower
and the Designated Agent on or prior to the date on which such Lender becomes a Lender hereunder pursuant to Section 2.20 or 8.07, as the case may be, two true, accurate and complete original signed copies of IRS Form W-9 for purposes of certifying that such Lender is exempt from United States backup withholding tax on payments pursuant to this Agreement. Each Lender that is not a U.S. Person shall deliver to the Borrower and the
Designated Agent on or prior to the date of its execution and delivery of this Agreement, and each such Lender that is not a party hereto on the date hereof shall deliver to the Borrower and the Designated Agent on or prior to the date on which such
Lender becomes a Lender hereunder pursuant to Section 2.20 or 8.07, as the case may be, two true, accurate and complete original signed copies of (A) IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor or substitute form or forms required under the Code or the applicable regulations promulgated thereunder), (B) IRS Form W-8ECI (or any successor or substitute form or forms required under the Code or the applicable regulations promulgated thereunder) or (C) IRS Form W-8IMY (or any
successor or substitute form or forms required under the Code or the applicable regulations promulgated thereunder) accompanied by IRS Form W-9, IRS Form W-8BEN, IRS
Form W-8BEN-E or IRS Form W-8ECI, as appropriate, in each case for purposes of certifying that such Lender is exempt from United States withholding tax on payments
pursuant to this Agreement. As applicable, each Lender further agrees to deliver to the Borrower and the Designated Agent from time to time, as reasonably requested by the Borrower or the Designated Agent, and in any case before or promptly upon the
occurrence of any events requiring a change in the most recent form previously delivered pursuant to this Section 2.14(e), a true, accurate and complete original signed copy of (A) IRS Form W-9 (or
any successor or substitute form or forms required under the Code or the applicable regulations promulgated thereunder), (B) IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor or substitute form or forms required under the Code or the applicable regulations promulgated thereunder), (C) within 15 days prior to every third anniversary of the date of
delivery of the initial IRS Form W-8ECI by such Lender (or more often if required by law) on which this Agreement is still in effect, IRS Form W-8ECI (or any successor
or substitute form or forms required under the Code or the applicable regulations promulgated thereunder) or (D) IRS Form W-8IMY (or any successor or substitute form or forms required under the Code or
the applicable regulations promulgated thereunder) accompanied by IRS Form W-9, IRS Form W-8BEN, IRS Form
W-8BEN-E or IRS Form W-8ECI, as appropriate, in each case for purposes of certifying that such Lender is exempt
from United States withholding tax on payments pursuant to this Agreement. If any form or document referred to in this Section 2.14(e)(i) requires the disclosure of information, other than information necessary to compute the tax payable and
information required on the date hereof by IRS Forms W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, that any Lender reasonably considers to be confidential, such Lender promptly shall give notice thereof to the Borrower and the Designated Agent and shall
not be obligated to include in such form or document such confidential information; provided that such Lender certifies to the Borrower that the failure to disclose such confidential information does not increase the obligations of the
Borrower under this Section 2.14. 
 (ii) If a payment made to a Lender under this Agreement would be subject to United States
withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, 

  
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as applicable), such Lender shall deliver to the Borrower and the Designated Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the
Designated Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Designated Agent as may be
necessary for the Borrower and the Designated Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from
such payment. Solely for purposes of this Section 2.14(e)(ii) “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(f)    Notwithstanding any other provision of this Section 2.14 to the contrary, for any period with respect to which
a Lender has failed to provide the Borrower with the appropriate form described in Section 2.14(e) establishing its exemption from United States withholding tax or backup withholding tax on payments hereunder (other than if such failure is due
to a change in law occurring subsequent to the date on which such form originally was required to be provided), such Lender shall not be entitled to any payments under this Section 2.14 with respect to United States withholding taxes;
provided, however, that should a Lender become subject to United States withholding taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist
such Lender to recover such United States withholding taxes. 
 (g)    Without affecting its rights under this
Section 2.14 or any other provision of this Agreement, each Lender agrees that if any Taxes or Other Taxes are imposed and required by law to be paid or to be withheld from any amount payable to any Lender or its Applicable Lending Office with
respect to which the Borrower would be obligated pursuant to this Section 2.14 to increase any amounts payable to such Lender or to pay any such Taxes or Other Taxes, such Lender shall use reasonable efforts to select an alternative Applicable
Lending Office which would not result in the imposition of such Taxes or Other Taxes; provided, however, that no Lender shall be obligated to select an alternative Applicable Lending Office if such Lender determines that (i) as a
result of such selection, such Lender would be in violation of an applicable law, regulation or treaty, or would incur unreasonable additional costs or expenses, or (ii) such selection would be inadvisable for regulatory reasons or inconsistent
with the interests of such Lender. 
 (h)    Each Lender agrees with the Borrower that it will take all reasonable
actions by all usual means (i) to secure and maintain the benefit of all benefits available to it under the provisions of any applicable double tax treaty concluded by the United States to which such Lender may be entitled by reason of the
location of such Lender’s Applicable Lending Office or its place of incorporation or its status as an enterprise of any jurisdiction having any such applicable double tax treaty, if such benefit would reduce the amount payable by the Borrower
in accordance with this Section 2.14, and (ii) otherwise to cooperate with the Borrower to minimize the amount payable by the Borrower pursuant to this Section 2.14; provided, however, that no Lender shall be obliged to
disclose to the Borrower any information regarding its tax affairs or tax computations or to reorder its tax affairs or tax planning pursuant hereto. 

(i)    If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes
as to which it has been indemnified pursuant to this Section 2.14 (including by the payment of additional amounts pursuant to this Section 2.14), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including taxes) of such
indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the
amount paid over pursuant to this Section 2.14(i) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding 

  
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anything to the contrary in this Section 2.14(i), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.14(i) the
payment of which would place the indemnified party in a less favorable net after-tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to
such refund had never been paid. 
 (j)    Without prejudice to the survival of any other agreement of the Borrower
hereunder, the agreements and obligations of the Borrower contained in this Section 2.14 shall survive the payment in full of the principal and interest on all Advances and the termination of this Agreement until such date as all applicable
statutes of limitations (including any extensions thereof) have expired with respect to such agreements and obligations of the Borrower contained in this Section 2.14. 

SECTION 2.15. Sharing of Payments, etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of
any right of set-off or otherwise) on account of the Advances made by it (other than pursuant to Section 2.11, 2.14, 8.04 or 8.08) in excess of its ratable share of payments on account of the Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by 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 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. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this
Section 2.15 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 the Borrower in the amount of such participation. 
 SECTION 2.16. Mandatory Assignment by a Lender; Mitigation. If any
Lender (a) requests from the Borrower either reimbursement for increased costs pursuant to Section 2.11, or payment of or reimbursement for Taxes pursuant to Section 2.14, or if any Lender notifies the Designated Agent that it is
unlawful for such Lender or its Eurocurrency Lending Office to perform its obligations hereunder pursuant to Section 2.12, (b) has failed to consent to a proposed amendment, waiver or consent that under Section 8.01 requires the consent of
all the Lenders (or all the affected Lenders) and with respect to which the Majority Lenders shall have granted their consent or (c) is a Defaulting Lender, (i) in the case of clause (a), such Lender will, upon three Business Days’
notice by the Borrower to such Lender and the Designated Agent, to the extent not inconsistent with such Lender’s internal policies and applicable legal and regulatory restrictions, use reasonable efforts to make, fund or maintain its
Eurocurrency Rate Advances through another office of such Lender if (A) as a result thereof, the additional amounts required to be paid pursuant to Section 2.11 or 2.14, as applicable, in respect of such Eurocurrency Rate Advances would be
materially reduced or the provisions of Section 2.12 would not apply to such Lender, as applicable, and (B) as determined by such Lender in good faith but in its sole discretion, the making or maintaining of such Eurocurrency Rate Advances
through such other office would not otherwise materially and adversely affect such Eurocurrency Rate Advances or such Lender and (ii) in case of clauses (a), (b) and (c), unless such Lender has theretofore taken steps to remove or cure, and has
removed or cured, the conditions creating such obligation to pay such additional amounts or the circumstances described in Section 2.12 or has consented to the amendment, waiver or consent specified in clause (b), or is no longer a Defaulting
Lender (other than if it became a Defaulting Lender due to a Bail-In Action, in which case such Borrower’s right shall continue notwithstanding), the Borrower may designate an Eligible Assignee to
purchase for cash (pursuant to an Assignment and Acceptance) all, but not less than all, of the Advances then owing to such Lender and to acquire and assume all, but not less than all, of such Lender’s rights and obligations hereunder, without
recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the 

  
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outstanding principal amount of each such Advance then owing to such Lender plus any accrued but unpaid interest thereon and any accrued but unpaid fees owing thereto and, in addition,
(A) all additional cost reimbursements, expense reimbursements and indemnities, if any, owing in respect of such Lender’s Commitment hereunder, and all other accrued and unpaid amounts owing to such Lender hereunder, at such time shall be
paid to such Lender and (B) if such Eligible Assignee is not otherwise a Lender at such time, any applicable processing and recordation fee under Section 8.07(a) for such assignment shall have been paid; provided that, in the case
of any assignment resulting from the circumstances specified in clause (b), the Eligible Assignee shall have consented to the applicable amendment, waiver or consent and, as a result of such assignment and any contemporaneous assignments, the
applicable amendment, waiver or consent can be effected. 
 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 the Borrower to such Lender resulting from each 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. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Designated Agent) to the effect that a promissory note or other evidence of indebtedness is required or
appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender a promissory note or
other evidence of indebtedness, in form and substance reasonably satisfactory to the Borrower and such Lender (each, a “Note”), payable to such Lender in a principal amount equal to the Commitment of such Lender;
provided, however, that the execution and delivery of such promissory note or other evidence of indebtedness shall not be a condition precedent to the making of any Advance under this Agreement. 

(b)    The Register maintained by the Designated Agent pursuant to Section 8.07(c) 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 Assumption Agreement and each Assignment and Acceptance delivered to and accepted by the Designated Agent, (iii) the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iv) the amount of any sum received by the Designated Agent from the Borrower hereunder and each Lender’s share thereof. 

(c)    Entries made in good faith by the Designated 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 the 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 Designated 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 the Borrower under this Agreement. 

SECTION 2.18. Use of Proceeds. The proceeds of the Advances shall be available (and the Borrower agrees that it shall use such
proceeds) for general corporate purposes of the Borrower and its subsidiaries. Notwithstanding the foregoing provisions of this Section 2.18, the Borrower will not use the proceeds of any Advance to purchase the capital stock of any corporation
in a transaction, or as part of a series of transactions, (i) the purpose of which is, at the time of any such purchase, to acquire control of such corporation or (ii) the result of which is the ownership by the Borrower and its
Subsidiaries of 10% or more of the capital stock of such corporation, in either case if the board of directors of such corporation has publicly announced its opposition to such transaction. 

  
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 SECTION 2.19. [Intentionally Omitted.] 

SECTION 2.20. Extension of Scheduled Termination Date. (a) At least 45 days but not more than 60 days prior to the Scheduled
Termination Date, the Borrower may, by written notice to the Designated Agent, request an extension of the Scheduled Termination Date for an additional 364-day period from its then scheduled date. The
Designated Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to the Scheduled Termination Date, notify the Borrower and the Designated Agent in writing as to
whether such Lender will consent to such extension. If any Lender shall fail to notify the Designated Agent and the Borrower in writing of its consent to any such request for extension of the Scheduled Termination Date at least 30 days prior to the
Scheduled Termination Date, such Lender shall be deemed to be a Declining Lender with respect to such request. The Designated Agent shall notify the Borrower not later than 25 days prior to the Scheduled Termination Date of the decision of the
Lenders regarding the Borrower’s request for an extension of the Scheduled Termination Date. 
 (b)    If all of
the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date in effect at such time shall, effective as of the Scheduled Termination Date theretofore in effect
(the “Extension Date”), be extended for an additional 364-day period; provided that (i) on such Extension Date, no Event of Default, or event that with the giving of notice
or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as a consequence thereof, and (ii) the representations and warranties contained in Section 4.02 shall be true and
correct in all material respects on and as of such Extension Date, before and after giving effect to the extension of the Scheduled Termination Date. If fewer than all of the Lenders consent in writing to any such request in accordance with
subsection (a) of this Section 2.20, subject to the Borrower’s satisfaction of the conditions set forth in clauses (i) and (ii) above, the Scheduled Termination Date shall, effective as of the applicable Extension Date, be
extended as to those Lenders that so consented (each, an “Extending Lender”) but shall not be extended as to any other Lender (each, a “Declining Lender”). To the extent that the Commitment of any
Declining Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Commitment of such Declining Lender shall automatically terminate in whole on such Extension Date
without any further notice or other action by the Borrower, such Lender or any other Person, and any outstanding Advances due to such Declining Lender shall be paid in full on such Extension Date (and on such Extension Date the Borrower shall also
make such other prepayments of Advances as shall be required in order that, after giving effect thereto and to the termination of the Commitments of, and all payments to, the Declining Lenders pursuant to this sentence, the aggregate principal
amount of all Advances then outstanding will not exceed the aggregate Commitments); provided that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the
Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Scheduled
Termination Date. 
 (c)    If there are any Declining Lenders, the Borrower may arrange for one or more Extending
Lenders or other Eligible Assignees that will agree to the extension of the Scheduled Termination Date to assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the obligations of such Declining Lender under
this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender (each Eligible Assignee that accepts an offer to assume a Declining Lender’s Commitment in accordance with this Section 2.20(c), an
“Assuming Lender”); provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the
Commitment of such Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; provided further that: 

(i)    any such Extending Lender or Assuming Lender shall have paid to such Declining Lender (A) the
aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Declining Lender plus (B) any accrued but unpaid fees owing to such Declining Lender
as of the effective date of such assignment; 

  
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 (ii)    all additional cost reimbursements, expense
reimbursements and indemnities payable to such Declining Lender, and all other accrued and unpaid amounts owing to such Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Declining Lender; and 

(iii)    with respect to any such Assuming Lender, any applicable processing and recordation fee required
under Section 8.07(a) for such assignment shall have been paid; 
 provided further that such Declining Lender’s rights under Sections
2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to the applicable Extension Date, (A) each
Assuming Lender, if any, shall have delivered to the Borrower and the Designated Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Designated Agent (an “Assumption Agreement”), duly
executed by such Assuming Lender, such Declining Lender, the Borrower and the Designated Agent and (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Designated Agent as to the
increase in the amount of its Commitment. Each Declining Lender being replaced pursuant to this Section 2.20 shall deliver to the Designated Agent on or before the applicable Extension Date any Note or Notes held by such Declining Lender. Upon
the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) above, each such Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Declining Lender under this Agreement and shall be
a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Declining Lender hereunder shall, by the provisions hereof, be released and discharged. 

(d)    If all of the Extending Lenders and Assuming Lenders (after giving effect to any assignments and assumptions
pursuant to subsection (c) of this Section 2.20) consent in writing to a requested extension (whether by written consent pursuant to subsection (a) of this Section 2.20, by execution and delivery of an Assumption Agreement or
otherwise) not later than one Business Day prior to such Extension Date, the Designated Agent shall so notify the Borrower, and, so long as (i) no Event of Default, or event that with the giving of notice or passage of time or both would
constitute an Event of Default, shall have occurred and be continuing as of such Extension Date, or would occur as a consequence thereof, and (ii) the representations and warranties contained in Section 4.02 shall be true and correct in
all material respects on and as of such Extension Date, before and after giving effect to the extension of the Scheduled Termination Date, the Scheduled Termination Date then in effect shall be extended for the additional 364-day period, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the “Scheduled Termination Date” shall, with respect to
each Extending Lender and each Assuming Lender for such Extension Date, refer to the Scheduled Termination Date as so extended. Promptly following each Extension Date, the Designated Agent shall notify the Lenders (including, without limitation,
each Assuming Lender) of the extension of the Scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such Assuming
Lender. 
 SECTION 2.21. Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if one
or more Lenders become Defaulting Lenders, then, upon notice to such effect by the Designated Agent (which notice shall be given promptly after the Designated Agent becomes aware that any Lender shall have become a Defaulting Lender, including as a
result of being advised thereof by the Borrower) (such notice being referred to as a “Defaulting Lender Notice”), the following provisions shall apply for so long as any such Lender is a Defaulting Lender: 

(i)    no commitment fee shall accrue or at any time be payable for such period on the unused amount of the
Commitment of any Defaulting Lender pursuant to Section 2.03(a); and 

  
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 (ii)    the Commitment and outstanding Advances of each
Defaulting Lender shall be disregarded in determining whether the requisite Lenders shall have taken any action hereunder (including any consent to any waiver, amendment or other modification pursuant to Section 8.01); provided that any
waiver, amendment or other modification that, disregarding the effect of this clause (ii), requires the consent of all Lenders or of all Lenders affected thereby and which affects such Defaulting Lender differently than other Lenders or affected
Lenders, as the case may be, shall require the consent of such Defaulting Lender. 
 (b)    Any amount payable to a
Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise, and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.15 but excluding Section 2.16) shall,
unless the Borrower otherwise agrees in writing in its sole discretion, in lieu of being distributed to such Defaulting Lender, be retained by the Designated Agent in a segregated account and, subject to any applicable requirements of law, be
applied at such time or times as may be determined by the Designated Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Designated Agent hereunder, (ii) second, to the funding of any Advance in respect of
which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Designated Agent, (iii) third, if so determined by the Designated Agent and the Borrower, held in such account as cash
collateral for future funding obligations of the Defaulting Lender under this Agreement, (iv) fourth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction
obtained by the Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (v) fifth, to such Defaulting Lender or as otherwise directed by a court of
competent jurisdiction. 
 (c)    In the event that the Designated Agent and the Borrower agree that a Defaulting Lender
has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (i) such Lender shall cease to be a Defaulting Lender for all purposes hereof (but shall not be entitled to receive any commitment fees accrued during
the period when it was a Defaulting Lender, and all waivers, amendments and other modifications effected without its consent in accordance with the provisions of Section 8.01 and this Section 2.21 during such period shall be binding on it)
and (ii) such Lender shall purchase at par such of the Advances of the other Lenders as the Designated Agent shall determine to be necessary in order for the Lenders to hold such Advances ratably in accordance with their Commitments. 

(d)    No Commitment of any Lender shall be increased or otherwise affected and, except as otherwise expressly provided in
this Section, performance by the Borrower of its obligations hereunder and under the other Loan Documents shall not be excused or otherwise modified, as a result of the operation of this Section. The rights and remedies against a Defaulting Lender
under this Section are in addition to other rights and remedies that the Borrower, the Designated Agent or any Non-Defaulting Lender may have against such Defaulting Lender. 

  
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 ARTICLE III 

CONDITIONS OF LENDING 

SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall
become effective on and as of the first date (the “Effective Date”) on which all of the following conditions precedent have been satisfied or waived in accordance with Section 8.01: 

(a)    the Designated Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of
this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a
counterpart of this Agreement; 
 (b)    the Designated Agent shall have received on or before the Effective Date the
following, each dated as of the Effective Date: (i) a certificate of the Secretary or an Assistant Secretary of each Loan Party attaching and certifying copies of the organizational documents of each Loan Party and the resolutions of the Board
of Directors of each Loan Party or the Executive Committee (or other appropriate committee) of each such Board of Directors, authorizing the execution and delivery of this Agreement and the other documents related hereto; (ii) a certificate of
the Secretary or an Assistant Secretary of each Loan Party, certifying the name and true signature of the officer of such Loan Party executing this Agreement on its behalf; (iii) a certificate of a Responsible Officer of the Borrower,
certifying as to the satisfaction of the conditions set forth in Sections 3.01(d), 3.01(e) and 3.01(f); and (iv) opinions of counsel for each Loan Party (which may be in-house counsel, external
counsel or a combination of the two), substantially to the effect set forth in Exhibit C hereto; 
 (c)    any consents
or approvals of governmental or regulatory authorities, and any consents or approvals of third parties required under material agreements of any Loan Party, that in either case are necessary in connection with this Agreement or the consummation of
the transactions contemplated hereby shall have been obtained and shall remain in effect; 
 (d)    there shall have
occurred no material adverse change in the business, financial condition or results of operations of the Consolidated Group, taken as a whole, since September 28, 2019, except as disclosed in reports filed by the Consolidated Group, if any,
during the period from September 28, 2019 to the date hereof pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, copies of which have been furnished to the Lenders prior to the date hereof (including by posting on
the website of the SEC at http://www.sec.gov); 
 (e)    all of the representations and warranties contained in
Section 4.01 shall be correct in all material respects on and as of the Effective Date, before and after giving effect to such date (except to the extent that such representations and warranties relate to an earlier date, in which case such
representations and warranties shall have been correct in all material respects on and as of such earlier date); and 

(f)    no event shall have occurred and be continuing, or shall result from the occurrence of the Effective Date, that
constitutes an Event of Default or that with the giving of notice or passage of time or both would constitute an Event of Default. 

  
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 SECTION 3.02. Conditions Precedent to Each Borrowing. The obligation of each Lender
to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall
be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such
statements are true): 
 (a)    the representations and warranties contained in Section 4.01 (other than
Section 4.01(d)) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date
(except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been correct in all material respects on and as of such earlier date); and 

(b)    no event has occurred and is continuing, or would result from such Borrowing or from the application of the
proceeds therefrom, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. 

SECTION 3.03. Determinations Under Section 3.01. For purposes of determining compliance with the conditions
specified in Section 3.01, 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 the Designated Agent shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Designated Agent shall
promptly notify the Lenders and the Loan Parties of the occurrence of the Effective Date. 
 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 

SECTION 4.01. Representations and Warranties. As of the Effective Date and from time to time thereafter as required under this
Agreement, the Borrower represents and warrants: 
 (a)    Each Loan Party is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of incorporation. Each Loan Party is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction (other than its jurisdiction of
incorporation) in which the nature of its activities or the character of the properties it owns or leases make such qualification necessary and in which the failure so to qualify would have a material adverse effect on the financial condition or
operations of the Consolidated Group, taken as a whole. 
 (b)    The execution, delivery and performance by each of the
Loan Parties of this Agreement and, in the case of the Borrower, of each of the Notes, if any, delivered hereunder are, in each case, within such Loan Party’s corporate powers, have been duly authorized by all necessary corporate action on the
part of such Loan Party and do not contravene (i) such Loan Party’s certificate of incorporation or by-laws or (ii) any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or any material contractual restriction binding on or affecting such Loan Party; no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for
the due execution, delivery and performance by each of the Loan Parties of this Agreement or, in the case of the Borrower, of the Notes, if any, in each case, except such as have been obtained or made and are in full force and effect; and this
Agreement is and each of the Notes, when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party or, in the case of the Notes, of the Borrower, enforceable against such Loan Party in accordance with their respective
terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and general principles of equity. 

  
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 (c)    The Borrower’s most recent annual report on Form 10-K, containing the consolidated balance sheet of the Consolidated Group, and the related consolidated statements of income and of cash flows of the Consolidated Group, copies of which have been furnished to each
Lender pursuant to Section 5.01(e)(ii) or as otherwise furnished to the Lenders (including by posting on the website of the SEC at http://www.sec.gov), fairly present the consolidated financial condition of the Consolidated Group as at the date
of such balance sheet and the consolidated results of operations of the Consolidated Group for the fiscal year ended on such date, all in accordance with GAAP consistently applied. 

(d)    There is no pending or, to the Borrower’s knowledge, threatened claim, action or proceeding affecting any
member of the Consolidated Group which could reasonably be expected to have a material adverse effect on the financial condition or operations of the Consolidated Group, taken as a whole, or which could reasonably be expected to affect the legality,
validity or enforceability of this Agreement; and to the Borrower’s knowledge, each member of the Consolidated Group has complied, and is in compliance, with all applicable laws, rules, regulations, permits, orders, consent decrees and
judgments, except for any such matters which have not had, and would not reasonably be expected to have, a material adverse effect on the financial condition or operations of the Consolidated Group, taken as a whole. 

(e)    No ERISA Event has occurred or is reasonably expected to occur that could reasonably be expected to have a material
adverse effect on the financial condition or operations of the Consolidated Group, taken as a whole; neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any material withdrawal liability (as defined in Part I
of Subtitle E of Title IV of ERISA) to any Multiemployer Plan; and no Multiemployer Plan of the Borrower or any ERISA Affiliate is reasonably expected to be terminated, within the meaning of Title IV of ERISA. 

(f)    The Borrower has implemented and will maintain policies and procedures designed to ensure compliance by each member
of the Consolidated Group and their directors, officers and employees with applicable Anti-Corruption Laws and Sanctions Laws, and is in compliance with applicable Anti-Corruption Laws and Sanctions Laws in all material respects. No member of the
Consolidated Group and, to the knowledge of the Borrower, no director, officer or employee of any member of the Consolidated Group acting in connection with or benefitting from the credit facility established hereby, is a Sanctioned Person. No
borrowing of Advances will be made by the Borrower (A) for the purpose of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person, in violation of applicable
Anti-Corruption Laws or (B) for the purpose of financing, funding or facilitating unauthorized transactions with any Sanctioned Person. To the knowledge of the Borrower, no transactions undertaken by any member of the Consolidated Group
hereunder will be undertaken in violation of applicable Anti-Corruption Laws or Sanctions Laws. 
 SECTION 4.02. Additional
Representations and Warranties as of Each Extension Date. The Borrower represents and warrants on each Extension Date that, as of each such date, the following statements shall be true: 

(a)    there has been no material adverse change in the business, financial condition or results of operations of the
Consolidated Group, taken as a whole, since the date of the audited financial statements of the Borrower most recently delivered to the Lenders pursuant to Section 5.01(e)(ii) prior to the applicable Extension Date (except as disclosed in
periodic or other reports filed by the Borrower pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, during the period from the date of the then most recently delivered audited financial statements of the Borrower pursuant
to Section 5.01(e)(ii) to the date of the notice of the Borrower’s request for an extension of the Scheduled Termination Date related to such Extension Date pursuant to Section 2.20); and 

  
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 (b)    the representations and warranties contained in Section 4.01
are correct in all material respects on and as of such date, as though made on and as of such date (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have
been true and correct in all material respects on and as of such earlier date). 
 ARTICLE V 

COVENANTS 
 SECTION
5.01. Affirmative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will, unless the Majority Lenders shall otherwise consent in writing: 

(a)    Compliance with Laws, etc. Comply, and cause each member of the Consolidated Group to comply, in all
material respects with all applicable laws, rules, regulations, permits, orders, consent decrees and judgments binding on any member of the Consolidated Group, including ERISA and the Patriot Act, the failure with which to comply would have a
material adverse effect on the financial condition or operations of the Consolidated Group, taken as a whole. 

(b)    Payment of Taxes, etc. Pay and discharge, and cause each member of the Consolidated Group to pay and
discharge, before the same shall become delinquent, if the failure to pay and discharge would have a material adverse effect on the financial condition or operations of the Consolidated Group, taken as a whole, (i) all taxes, assessments and
governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property; provided, however, that no member of the Consolidated Group shall be required
to pay or discharge any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained in accordance with GAAP. 

(c)    Preservation of Corporate Existence, etc. Subject to Section 5.02(a), preserve and maintain (and, prior
to the Guaranty Release Date, cause the Guarantor to preserve and maintain) its corporate existence, rights (charter and statutory) and franchises; provided, however, that no Loan Party shall be required to preserve any right or
franchise if the loss thereof would not have a material adverse effect on the business, financial condition or operations of the Consolidated Group, taken as a whole. 

(d)    Maintenance of Interest Coverage Ratio. Maintain as of the last day of each fiscal quarter of the Borrower,
commencing with the first fiscal quarter of the Borrower following the Effective Date, the ratio of (i) Consolidated EBITDA for the Measurement Period ending on such day to (ii) Consolidated Interest Expense for the Measurement Period
ending on such day of not less than 3.00 to 1.00. 
 (e)    Reporting Requirements. Furnish to the Designated
Agent, on behalf of the Lenders: 
 (i)    as soon as available and in any event within 50 days after the
end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s quarterly report on Form 10-Q as filed with the SEC, in each case containing a consolidated balance
sheet of the Borrower as of the end of such fiscal quarter and consolidated statements of income and of cash flows of the Borrower for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, and a
certificate of any of the Borrower’s Chairman of the Board of Directors, President, Chief Financial Officer, Treasurer, Assistant Treasurer or Controller (A) stating that no Event of Default, or event that with the giving of notice or
passage of time or both would constitute an Event of Default, has occurred and is continuing (or, if an Event of Default or 

  
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such other event has occurred, setting forth details of such Event of Default or other event continuing on the date of such statement, and the action that the Borrower has taken and proposes to
take with respect thereto) and (B) containing a schedule which shall set forth the computations used by the Borrower in determining compliance with the covenant contained in Section 5.01(d); provided that the quarterly report on
Form 10-Q required to be delivered pursuant to this paragraph shall be deemed to be delivered if such report shall have been posted and shall be available on the website of the SEC at http://www.sec.gov; 

(ii)    as soon as available and in any event within 100 days after the end of each fiscal year of the
Borrower, a copy of the Borrower’s annual report on Form 10-K as filed with the SEC, containing consolidated financial statements of the Borrower for such fiscal year and a certificate of any of the
Borrower’s Chairman of the Board of Directors, President, Chief Financial Officer, Treasurer, Assistant Treasurer or Controller (A) stating that no Event of Default, or event that with the giving of notice or passage of time or both would
constitute an Event of Default, has occurred and is continuing (or, if an Event of Default or such other event has occurred, setting forth details of such Event of Default or other event continuing on the date of such statement, and the action that
the Borrower has taken and proposes to take with respect thereto) and (B) containing a schedule which sets forth the computations used by the Borrower in determining compliance with the covenant contained in Section 5.01(d); provided
that the annual report on Form 10-K required to be delivered pursuant to this paragraph shall be deemed to be delivered if such report shall have been posted and shall be available on the website of the
SEC at http://www.sec.gov; 
 (iii)    promptly after a Responsible Officer of the Borrower obtains
actual knowledge of the occurrence of an Event of Default or an event that with the giving of notice or passage of time or both would constitute an Event of Default, a statement of a Responsible Officer of the Borrower setting forth details of such
Event of Default or event continuing on the date of such statement, and the action which the Borrower has taken and proposes to take with respect thereto; 

(iv)    promptly after a Responsible Officer of the Borrower obtains actual knowledge thereof, notice of
any actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting any member of the Consolidated Group of the type described in Section 4.01(d);

 (v)    promptly after a Responsible Officer of the Borrower obtains actual knowledge thereof, written
notice of any pending or threatened Environmental Claim against any member of the Consolidated Group or any of their respective properties which could reasonably be expected to materially and adversely affect the financial condition or operations of
the Consolidated Group, taken as a whole; 
 (vi)    promptly after a Responsible Officer of the Borrower
obtains actual knowledge of the occurrence of any ERISA Event which could reasonably be expected to materially and adversely affect the financial condition or operations of the Consolidated Group, taken as a whole, a statement of any of the
Borrower’s Chairman of the Board of Directors, President, Chief Financial Officer, Treasurer, Assistant Treasurer or Controller describing such ERISA Event and the action, if any, which the Borrower has taken and proposes to take with respect
thereto; 
 (vii)    promptly after a Responsible Officer of the Borrower obtains actual knowledge of
receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of withdrawal liability (as defined in Part I
of Subtitle E of Title IV of ERISA) by a Multiemployer Plan, which withdrawal liability could reasonably be expected to materially and 

  
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adversely affect the financial condition or operations of the Consolidated Group, taken as a whole, (B) the termination, within the meaning of Title IV of ERISA, of any Multiemployer
Plan, which termination could reasonably be expected to materially and adversely affect the financial condition or operations of the Consolidated Group, taken as a whole, or (C) the amount of liability incurred, or which may be incurred, by the
Borrower or any ERISA Affiliate in connection with any event described in clause (vii)(A) or (vii)(B) above; and 

(viii)    such other material information reasonably related to any Lender’s credit analysis of any
member of the Consolidated Group as any Lender through the Designated Agent may from time to time reasonably request. 
 SECTION 5.02.
Negative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not (and, prior to the Guaranty Release Date, will not permit the Guarantor to), without the written consent
of the Majority Lenders: 
 (a)    Mergers, etc. Merge or consolidate with or into, or convey, transfer, lease or
otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Consolidated Group, taken as a whole (whether now owned or hereafter acquired), to, any Person, or permit any member of
the Consolidated Group to do so, unless (i) immediately after giving effect to such proposed transaction, no Event of Default or event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default would exist
and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving corporation; provided that (x) the Guarantor may merge or consolidate with or into the Borrower in a transaction in which
the Borrower is the surviving corporation and (y) this Section 5.02(a) shall not prohibit any merger or consolidation by the Guarantor that, substantially contemporaneously with the consummation thereof, results in the occurrence of the
Guaranty Release Date. 
 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)    The Borrower shall fail to pay any principal of any Advance when the same becomes due and payable;
or the Borrower shall fail to pay any interest on any Advance, or any fee or other amount payable under this Agreement, in each case within three Business Days after such interest, fee or other amount becomes due and payable; or 

(b)    Any representation or warranty made by any Loan Party herein or by any Loan Party (or any of its officers) in
writing that is identified as delivered in connection with this Agreement shall prove to have been incorrect in any material respect when made; or 

(c)    Any Loan Party shall fail to perform or observe any covenant applicable to it contained in Section 5.01(d),
Section 5.01(e)(iii) or Section 5.02; or 
 (d)    Any Loan Party shall fail to perform or observe any other
term, covenant or agreement contained in this Agreement applicable to such Loan Party on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after
written notice thereof shall have been given to the Borrower by the Designated Agent or the Majority Lenders; or 

  
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 (e)    (i) Any member of the Consolidated Group shall fail to pay any
principal of or premium or interest on any Debt of such member of the Consolidated Group which is outstanding in a principal amount of at least $500,000,000 in the aggregate (but excluding Debt arising hereunder) when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure (A) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt and
(B) shall not have been cured or waived; (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to accelerate the maturity of such Debt; or (iii) any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled
required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; provided that (1) clause (iii) above
shall not apply (and it is understood that clause (ii) above does not apply) to any prepayment, redemption, purchase or defeasance of any such Debt incurred for the purpose of financing, in whole or in part, any acquisition if such prepayment,
redemption, purchase or defeasance is required to be made (A) as a result of such acquisition failing to be consummated or (B) with the proceeds of any sale or other disposition of assets, any incurrence of any other Debt or any issuance
of any equity interests by any member of the Consolidated Group and (2) clause (iii) above shall not apply (and it is understood that clause (ii) above does not apply) to any prepayment, redemption, purchase or defeasance of any such Debt
of any Person acquired by the Borrower or any of its Subsidiaries after the date hereof if such prepayment, redemption, purchase or defeasance is required to be made as a result of the consummation of such acquisition; or 

(f)    The Borrower or any Material Subsidiary shall generally not pay its Debts as such Debts become due, or shall admit
in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any Material Subsidiary seeking to adjudicate it bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for substantially all of its property and, in the case of any such proceeding instituted against it (but not instituted by it),
either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee,
custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any Material Subsidiary shall take any corporate action to authorize any of the actions set forth above in this subsection (f);
or 
 (g)    Any money judgment, writ or warrant of attachment or similar process against the Borrower, any Material
Subsidiary or any of their respective assets in an amount in excess of $500,000,000 (exclusive of any amount covered by a nationally recognized financially sound insurer that has received notice of the claim to which such money judgment, writ or
warrant of attachment or similar process relates and has not denied coverage or otherwise denied liability in respect thereof) is entered and shall remain undischarged, unvacated, unbonded or unstayed for a period of 30 days or, in any case, within
five days of any pending sale or disposition of any asset pursuant to any such process; or 
 (h)    Except as permitted
by Section 9.08, the Guaranty shall for any reason be terminated by the Guarantor or cease to be in full force and effect or to be valid and binding on the Guarantor, or the enforceability thereof shall be contested by the Guarantor; 

then, and in any such event, the Designated Agent shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower,
(A) declare the obligation of each Lender to make Advances 

  
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to be terminated, whereupon the same shall forthwith terminate and/or (B) declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due
and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Loan Party; provided, however, that in the event of an actual or deemed entry of an order for relief with
respect to the Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances 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 notice of any kind, all of which are hereby expressly waived by each Loan Party. 

ARTICLE VII 
 THE DESIGNATED
AGENT 
 SECTION 7.01. Authorization and Action. (a) Each Lender hereby appoints and authorizes the Designated Agent to take
such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Designated Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly
provided for by this Agreement (including, without limitation, enforcement of this Agreement or collection of the Advances), the Designated 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 Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided,
however, that the Designated Agent shall not be required to take any action that, in its opinion, exposes the Designated Agent to personal liability or which is contrary to this Agreement or applicable law. The Designated Agent agrees to give to
each Lender prompt notice of each notice given to it by any Loan Party pursuant to the terms of this Agreement. The Designated Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default, or any
event that with the giving of notice or passage of time or both would constitute an Event of Default, has occurred and is continuing (and it is understood and agreed that the use of the term “agent” herein with reference to the Designated
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an
administrative relationship between contracting parties). 
 (b)    The Designated Agent may perform any of its duties
and exercise its rights and powers hereunder through any of its Affiliates. Notwithstanding anything herein to the contrary, the exculpatory provisions of this Article VII and the provisions of Sections 8.04 and 8.08 shall apply to any such
Affiliate of the Designated Agent and the Designated Agent shall remain responsible for the performance of such duties. 

(c)    The Co-Administrative Agents, the
Co-Syndication Agents, the Co-Documentation Agents, the Managing Agents and the Joint Lead Arrangers and Joint Book Managers named on the cover of this Agreement shall
have no duties under this Agreement other than those afforded to them in their capacities as Lenders, and each Lender hereby acknowledges that the Co-Administrative Agents, the
Co-Syndication Agents, the Co-Documentation Agents, the Managing Agents and the Joint Lead Arrangers and Joint Book Managers have no liability under this Agreement other
than those assumed by them in their capacities as Lenders. 
 SECTION 7.02. Exculpatory Provisions; Designated Agent’s
Reliance. Neither the Designated Agent nor any of its directors, officers, agents or employees shall be liable to any Lender 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 Designated Agent: (i) may treat the Lender which made any Advance as the holder of the


  
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Debt resulting therefrom until the Designated Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.20, as the case may be, or an
Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Loan Party), independent public accountants
and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the 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 be deemed not to have knowledge of any Event of Default, or
any event that with the giving of notice or passage of time or both would constitute an Event of Default, unless and until written notice thereof (stating that it is a “notice of default”) is given to the Designated Agent by any Loan Party
or any Lender and shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Loan Party or to inspect the property (including the books and
records) of any member of the Consolidated Group; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any instrument or document furnished
pursuant hereto; (vi) shall not have any duty to ascertain or to inquire as to whether any Lender is a Defaulting Lender; and (vii) 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 received by telecopier or e-mail) believed by it to be genuine and signed or sent by the proper party or parties. 

SECTION 7.03. The Designated Agent and its Affiliates. With respect to its Commitment and the Advances made by it and any Note or Notes
issued to it, the Designated Agent 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 Designated Agent; and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated, include the Designated Agent in its individual capacity. The Designated Agent and its respective 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 Borrower or any of its Affiliates and any Person who may do business with or own securities of the Borrower or any of its Affiliates, all as if the Designated Agent were not the
Designated Agent and without any duty to account therefor to the Lenders. 
 SECTION 7.04. Lender Credit Decision. Each Lender
acknowledges that it has, independently and without reliance upon the Designated Agent, any Co-Administrative Agent, Co-Syndication Agent,
Co-Documentation Agent, Managing Agent, Joint Lead Arranger or Joint Book Manager named on the cover of this Agreement or any other Lender and based on the financial statements referred to in
Section 4.01(c) 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 Designated Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. 

SECTION 7.05. Indemnification. The Lenders severally agree to indemnify the Designated Agent (to the extent not reimbursed by the Loan
Parties but without affecting any Loan Party’s obligations with respect thereto), ratably according to the respective principal amounts of Advances then owing to each of them (or, if no Advances are at the time outstanding or if any Advances
are then owing to Persons which are not Lenders, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Designated Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Designated Agent under this
Agreement in its capacity as such; provided that no 

  
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Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Designated
Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Designated Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Designated Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal or bankruptcy proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Designated Agent is not reimbursed for such expenses by the Loan
Parties. 
 SECTION 7.06. Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrower and such resignation shall be effective upon the appointment of a successor Designated Agent as provided herein. Upon any such resignation, the Majority Lenders shall have the right (with the consent of the Borrower
unless an Event of Default has occurred and is continuing) to appoint a successor Designated Agent (which shall be a Lender). If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such
appointment, within 30 days after the retiring Designated Agent’s giving of notice of resignation, then the retiring Designated Agent may, on behalf of the Lenders, appoint a successor Designated Agent. Any successor Designated Agent appointed
hereunder shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus of at least $500,000,000. Upon the acceptance
of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Designated
Agent, and the retiring Designated Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Designated Agent’s resignation hereunder as Designated Agent, the provisions of this Article VII shall
inure to its benefit as to any actions taken or omitted to be taken by it while it was Designated Agent under this Agreement. 
 SECTION
7.07. Enforcement of the Guaranty. Each Guaranty Beneficiary hereby agrees that, notwithstanding anything to the contrary in Article IX hereof, no Guaranty Beneficiary shall have any right individually to enforce the Guaranty, it being
understood and agreed that all powers, rights and remedies under the Guaranty may be exercised solely by the Designated Agent, for the benefit of the Guaranty Beneficiaries, in accordance with the terms thereof, and that each Guaranty Beneficiary
hereby authorizes the Designated Agent to be the agent for and representative of the Guaranty Beneficiaries with respect to the Guaranty and to exercise all such powers, rights and remedies on its behalf. For the avoidance of doubt, neither the
Designated Agent nor any Guaranty Beneficiary shall be entitled to enforce the Guaranty after the Guaranty Release Date. 
 SECTION 7.08.
Certain Lender Representations, Etc. 
 (a)    Each Lender (x) represents and warrants, as of the date such
Person became a Lender party hereto, to, and (y) covenants from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Designated Agent and the institutions named as Co-Administrative Agents, Co-Syndication Agents, Co-Documentation Agents, Managing Agents, Joint Lead Arrangers and Joint Book Managers
on the cover page of this Agreement and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any member of the Consolidated Group, that at least one of the following is and will be true: 

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or
more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Commitments or this Agreement, 

  
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 (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a
class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house
asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Commitments and this Agreement, 

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

(iv) such other representation, warranty and covenant as may be agreed in writing between the Designated Agent, in its sole
discretion, and such Lender. 
 (b)    In addition, unless either
(1) sub-clause (i) of the immediately preceding clause (a) is true with respect to a Lender or (2) such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Designated Agent and the institutions named as Co-Administrative Agents, Co-Syndication Agents, Co-Documentation Agents, Managing Agents, Joint Lead Arrangers and Joint Book Managers on the cover page of this Agreement and their respective
Affiliates, and not, for the avoidance of doubt, to or for the benefit of any member of the Consolidated Group, that the Designated Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into,
participation in administration of and performance of the Advances, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Designated Agent under this Agreement, any Loan Document or any
documents related hereto or thereto). 
 The following terms shall for purposes of this Section have the meanings set forth below: 

“Benefit Plan” means (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of
ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the
assets of any such “employee benefit plan” or “plan”. 
 “PTE” means a prohibited transaction
class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. 

  
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 ARTICLE VIII 

MISCELLANEOUS 
 SECTION
8.01. Amendments, etc.    Except as provided in Sections 2.08(e), 8.13 and 9.08, no amendment or waiver of any provision of this Agreement, or consent to any departure by the Borrower, or prior to the Guaranty Release
Date, the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, 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: (a) waive any of the conditions specified in Section 3.01 or 3.02 without the written consent of each Lender, (b) increase
or extend the scheduled date of the expiration of the Commitments without the written consent of each affected Lender, (c) reduce the principal of, or interest on, the Advances or the fees payable hereunder without the written consent of each
affected Lender, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances (other than as provided in Section 2.20) or any fee without the written consent of each affected Lender, (e) change the
percentage of the Commitments or of the aggregate unpaid principal amount of Advances, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder without the written consent of each Lender,
(f) release (except as expressly provided in Section 9.03 or 9.08) the Guarantor from the Guaranty (including by limiting liability in respect thereof) without the written consent of each Lender or (g) amend this Section 8.01
without the written consent of each Lender (it being understood that, for purposes of this proviso, “Lender” shall not include the Borrower or any of its Affiliates, if a Lender, at the time of any such amendment, waiver or consent);
provided further that no amendment, waiver or consent shall, unless in writing and signed by the Designated Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Designated Agent under this
Agreement or any Note. 
 SECTION 8.02. Notices, etc. (a) All notices and other communications provided for hereunder shall,
except as otherwise expressly provided for herein, be in writing (including e-mail and telecopier communication) and mailed, e-mailed, telecopied or delivered, if to the
Borrower, at its address at: 
 The Walt Disney Company      

500 South Buena Vista Street 

Burbank, California 91521 

Attention: Treasurer 
 Telecopier
Number: (818) 563-1682 
 Email: corp.finance@disney.com; 

with a copy to: 
 The Walt Disney Company
     
 500 South Buena Vista Street 

Burbank, California 91521-0523 

Attention: Treasury Operations 

Telecopier Number: (818) 843-7921 

Email: corp.cash.management.group@disney.com; 

with a copy to: 
 The Walt Disney Company
     
 500 South Buena Vista Street 

Burbank, California 91521      

Attention: Assistant General Counsel, Corporate Legal Department 

Email: corp.legal.notices@disney.com; 

  
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 if to the Guarantor, at its address at: 

TWDC Enterprises 18 Corp.      

c/o The Walt Disney Company 
 500
South Buena Vista Street      
 Burbank, California 91521 

Attention: Treasurer 
 Telecopier
Number: (818) 563-1682 
 Email: corp.finance@disney.com; 

with a copy to: 
 TWDC Enterprises 18 Corp. 

c/o The Walt Disney Company 
 500
South Buena Vista Street      
 Burbank, California 91521-0523 

Attention: Treasury Operations 

Telecopier Number: (818) 843-7921 

Email: corp.cash.management.group@disney.com; 

with a copy to: 
 TWDC Enterprises 18 Corp. 

c/o The Walt Disney Company 
 500
South Buena Vista Street      
 Burbank, California 91521 

Attention: Assistant General Counsel, Corporate Legal Department 

Email: corp.legal.notices@disney.com; 
 if to any
Lender, at its Domestic Lending Office specified on Schedule 1.01 hereto or in the Assumption Agreement or in the Assignment and Acceptance pursuant to which it became a Lender, as the case may be; and if to the Designated Agent, at its address
at: 
 Citibank, N.A. 

One Penns Way, Ops II, Floor 2 

New Castle, Delaware 19720      

Attention: Bank Loan Syndications 

Telecopier Number: (646) 274-5080 

Email: AgencyABTFSupport@citi.com with a copy to GLAgentOfficeOps@citi.com; 

with a copy to: 
 Citibank, N.A.

 388 Greenwich Street 
 New
York, NY 10013      
 Attention: Robert F. Parr 

Phone Number: (212) 816-8489      

Telecopier Number: (646) 291-1781 

Email: robert.f.parr@citi.com; 

  
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 or, as to each party, at such other address as shall be designated by such party in a written notice to the
other parties; provided that materials required to be delivered pursuant to Section 5.01(e)(i) or 5.01(e)(ii) shall be delivered to the Designated Agent as specified in Section 8.02(b) or as otherwise specified to the Borrower by
the Designated Agent; and provided further that such materials shall be deemed delivered to the Designated Agent to the extent posted and available on the website of the SEC at www.sec.gov. All such notices and communications shall, when
mailed, telecopied or e-mailed, be effective when deposited in the mails, telecopied or confirmed by e-mail, respectively, except that notices and communications to the
Designated Agent pursuant to Article II or VII shall not be effective until received by the Designated Agent. Delivery by telecopier, e-mail or other electronic means 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 an original executed counterpart thereof. 

(b)    Each Loan Party agrees that the Designated Agent may make materials required to be delivered pursuant to
Section 5.01(e)(i) and 5.01(e)(ii), as well as any other written information, documents, instruments (other than the Notes) and other material relating to any member of the Consolidated Group or any other materials or matters relating to this
Agreement or any of the transactions contemplated hereby (collectively, the “Communications”) available to the Lenders by posting such notices on Debtdomain or a substantially similar electronic system (the
“Platform”). Each Loan Party 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 Designated Agent nor any of its Affiliates 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 Designated 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 reasonably requested by
any Lender, the Designated Agent shall deliver a copy of the Communications to such Lender by e-mail or telecopier. Each Lender agrees (i) to notify the Designated Agent in writing of such Lender’s e-mail addresses 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 Designated Agent has on record effective e-mail addresses for such Lender) and (ii) that any Notice may be sent to such e-mail address. 

SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender or the Designated Agent to exercise, and no delay in
exercising, any right hereunder 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 8.04. Costs and Expenses. (a) The Borrower agrees
promptly to pay all actual, reasonable and documented costs and expenses (including, without limitation, the actual, reasonable and documented fees and expenses of one counsel) of the Designated Agent in connection with the negotiation and execution
of this Agreement and all related documentation and the syndication of the credit facility 

  
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established hereby. The Borrower further agrees to pay, within five Business Days of demand, all actual, reasonable and documented costs and expenses of the Designated Agent and each Lender, if
any, in connection with the enforcement (whether through legal proceedings or otherwise) of this Agreement and the other instruments and documents to be delivered hereunder, including, without limitation, in connection with the enforcement of rights
under this Section 8.04(a); provided, that any such costs and expenses consisting of fees and expenses of counsel shall be limited to the actual, reasonable and documented fees and expenses of one counsel for the Designated Agent and no
more than one additional counsel for the Lenders as a group (together with (i) such local counsel, limited in each case to one such local counsel for the Designated Agent and one such local counsel for the Lenders as a group per jurisdiction,
that may be reasonably required by the Designated Agent or the Lenders and (ii) if any Lender shall have reasonably concluded (based upon the advice of counsel) that its representation by counsel for the Lenders creates a conflict of interest
for such counsel, such separate counsel as such Lender may reasonably require). 
 (b)    If any payment of principal
of, or Conversion of, any Eurocurrency Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.10 or acceleration of the maturity of the Advances
pursuant to Section 6.01 or for any other reason (other than by reason of a payment pursuant to Section 2.12), the Borrower shall, within five Business Days of demand by any Lender (with a copy of such demand to the Designated Agent), pay
to such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss, cost or expense incurred by
reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund or maintain such Advance. All obligations of the Borrower under this Section 8.04 shall survive the making and repayment of the Advances and
the termination of this Agreement. 
 SECTION 8.05. 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 Designated Agent to declare the Advances due and payable pursuant to
the provisions of Section 6.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but
excluding trust accounts) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower or, prior to the Guaranty Release Date, the Guarantor against any and all of the obligations of
the Borrower or the Guarantor, as applicable, now or hereafter existing under this Agreement, whether or not such Lender shall have made any demand under this Agreement. Each Lender agrees promptly to notify the Borrower and the Designated Agent
after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under
this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender may have. 

SECTION 8.06. Binding Effect. This Agreement shall become effective as specified in Section 3.01 and, thereafter, shall be binding
upon and inure to the benefit of the Borrower, the Guarantor (prior to the Guaranty Release Date), the Designated Agent and each Lender and their respective successors and permitted assigns, except that no Loan Party shall have any right to assign
its rights hereunder or any interest herein without the prior written consent of each Lender (and any attempted assignment by any Loan Party without such consent shall be null and void). 

SECTION 8.07. Assignments and Participations. (a) Each Lender may and, if requested by the Borrower upon notice by the Borrower
delivered to such Lender and the Designated Agent pursuant to clause (ii) of Section 2.16 will, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation,
all or a portion of its Commitment and the 

  
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Advances owing to it and any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all the
assigning Lender’s rights and obligations under this Agreement, (ii) the amount (without duplication) of the Commitment and the pro-rata share of outstanding Advances of the assigning Lender being
assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance) shall not be less than $5,000,000 (unless the assigning Lender shall assign its entire interest hereunder or such lesser amount is previously
agreed among such assigning Lender, the Designated Agent and the Borrower) or an integral multiple of $500,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee and (iv) the parties to each such assignment
(other than the Borrower) shall execute and deliver to the Designated Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500, provided that the
Designated Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment
and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights such Lender assignor
may have under Sections 2.11, 2.14, 8.04 and 8.08) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto). 
 (b)    By executing and delivering
an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning
Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any member
of the Consolidated Group or the performance or observance by any Loan Party of any of its obligations under this Agreement or any instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in Section 4.01(c), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment
and Acceptance; (iv) such assignee will, independently and without reliance upon the Designated Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Designated Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to the Designated Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. 

(c)    The Designated Agent shall maintain a copy of each Assignment and Acceptance and each Assumption Agreement
delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount 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 Loan Parties, the Designated Agent and the Lenders may 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 any Loan Party or any Lender at any reasonable time and from time to time upon reasonable prior notice to the Designated Agent. 


  
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 (d)    Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee and, if applicable, the Borrower, together with any Note subject to such assignment, the Designated Agent shall, if such Assignment and Acceptance has been completed and
is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. 

(e)    Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it and any Note issued to it hereunder); provided, however, that (i) such Lender’s obligations
under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Loan
Parties, the Designated Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (iv) such Lender shall not agree in any
participation agreement with any participant or proposed participant to obtain the consent of such participant before agreeing to the amendment, modification or waiver of any of the terms of this Agreement or any Note before consenting to any action
or failure to act by the Borrower or any other party hereunder or under any Note, or before exercising any rights it may have in respect thereof, unless such amendment, modification, waiver, consent or exercise would (A) increase or extend the
scheduled expiration of the amount of such participant’s portion of such Lender’s Commitment, (B) reduce the principal amount of or rate of interest on the Advances or any fee or other amounts payable hereunder to which such
participant would be entitled to receive a share under such participation agreement, or (C) postpone any date fixed for any payment of principal of or interest on the Advances or any fee or other amounts payable hereunder to which such
participant would be entitled to receive a share under such participation agreement. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower,
maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Advances or other obligations under this Agreement (the
“Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a
participant’s interest in any Commitments, Advances, Notes or its other obligations under this Agreement) to any Person except to the extent that such disclosure is requested by such Person and is necessary to establish that such Commitment,
Advance, Note or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Designated Agent
(in its capacity as Designated Agent) shall have no responsibility for maintaining a Participant Register. 
 (f)    Any
Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant any information relating to any
Loan Party furnished to such Lender by or on behalf of any Loan Party in writing and directly related to the transactions contemplated hereunder; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or
participant shall agree to preserve the confidentiality of any confidential information relating to any Loan Party received by it from such Lender in accordance with the terms of Section 8.09(a). 

  
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 (g)    No participation or assignment hereunder shall be made in
violation of the Securities Act of 1933, as amended from time to time, or any applicable state securities laws, and each Lender hereby represents that it will make any Advance for its own account in the ordinary course of its business and not with a
view to the public distribution or sale thereof. 
 (h)    Anything in this Agreement to the contrary notwithstanding,
any Lender may at any time assign or create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and any Note issued to it hereunder) in favor of any Federal Reserve
Bank or any foreign central bank having authority over such Lender in accordance with Regulation A of the Board of Governors of the Federal Reserve System (or any successor regulation thereto), any applicable operating circular of such Federal
Reserve Bank or any other regulation issued by the applicable foreign central bank; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto. 
 SECTION 8.08. Indemnification. The Borrower agrees to indemnify and hold harmless
the Designated Agent, each Lender and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection
with the preparation for a defense of, any investigation, litigation or proceeding (whether or not an Indemnified Party is a party thereto) arising out of, related to or in connection with the Commitments hereunder or the Advances made hereunder or
any transactions in connection herewith, including, without limitation, any transaction in which any proceeds of the Advances are, or are proposed to be, applied (collectively, the “Indemnified Matters”); provided that
the Borrower shall have no obligation to any Indemnified Party under this Section 8.08 with respect to (i) matters for which such Indemnified Party has been reimbursed by or on behalf of the Borrower pursuant to any other provision of this
Agreement, but only to the extent of such reimbursement, or (ii) Indemnified Matters found by a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnified Party. If any action is brought
against any Indemnified Party, such Indemnified Party shall promptly notify the Borrower in writing of the institution of such action and the Borrower shall thereupon have the right, at its option, to elect to assume the defense of such action;
provided, however, that the Borrower shall not, in assuming the defense of any Indemnified Party in any Indemnified Matter, agree to any dismissal or settlement of such Indemnified Matter without the prior written consent of such
Indemnified Party, which consent shall not be unreasonably withheld, if such dismissal or settlement (A) would require any admission or acknowledgment of culpability or wrongdoing by such Indemnified Party or (B) would provide for any non-monetary relief to any Person to be performed by such Indemnified Party. If the Borrower so elects, it shall promptly assume the defense of such action, including the employment of counsel (reasonably
satisfactory to such Indemnified Party) and payment of expenses. Such Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless (1) the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action or (2) the Borrower shall not have properly employed counsel reasonably satisfactory to
such Indemnified Party to have charge of the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an Indemnified Party shall have reasonably concluded (based upon the advice of counsel) that the
representation by one counsel of such Indemnified Party and any Loan Party creates a conflict of interest for such counsel, the reasonable fees and expenses of such counsel shall be borne by the Borrower and the Borrower shall not have the right to
direct the defense of such action on behalf of such Indemnified Party (but shall retain the right to direct the defense of such action on behalf of the Borrower). Anything in this Section 8.08 to the contrary notwithstanding, the Borrower shall
not be liable for the fees and expenses of more than one counsel for any Indemnified Party in any jurisdiction as to any Indemnified Matter or for 

  
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any settlement of any Indemnified Matter effected without its written consent. All obligations of the Borrower under this Section 8.08 shall survive the making and repayment of the Advances
and the termination of this Agreement. This Section 8.08 shall not apply with respect to any Taxes indemnified under Section 2.14 or any Excluded Taxes. 

SECTION 8.09. Confidentiality. (a) None of the Designated Agent or the Lenders may disclose to any Person any confidential,
proprietary or non-public information of the Borrower or any member of the Consolidated Group furnished to the Designated Agent or the Lenders by or on behalf of any member of the Consolidated Group (such
information being referred to collectively herein as the “Borrower Information”), except that each of the Designated Agent and each of the Lenders may disclose Borrower Information (i) to its and its
Affiliates’ employees, officers, directors, agents, auditors and advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Borrower Information and instructed to keep such
Borrower Information confidential on substantially the same terms as provided herein), (ii) to the extent requested by any regulatory authority or self-regulatory body, (iii) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 8.09(a), to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations
under this Agreement, (vii) to the extent such Borrower Information (A) is or becomes generally available to the public on a non-confidential basis, other than as a result of a breach of this
Section 8.09(a) by the Designated Agent or such Lender, or (B) is or becomes available to the Designated Agent or such Lender on a non-confidential basis from a source other than the Borrower, its
Affiliates or their respective officers, directors, agents, auditors and advisors, provided such source is not bound by a confidentiality agreement or other legal or fiduciary obligations of secrecy with the Borrower or its Affiliates with
respect to the Borrower Information, and (viii) with the consent of the Borrower. 
 (b)    Each Loan Party agrees
to maintain the confidentiality of any rate provided by an individual Reference Bank hereunder for purposes of setting the Eurocurrency Rate (and the name of such Reference Bank), except (i) to its and its Affiliates’ employees, officers,
directors, agents, auditors and advisors (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 on substantially the
same terms as provided herein), (ii) as consented to by the applicable Reference Bank, (iii) to the extent requested by any regulatory authority or self-regulatory body, (iv) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder or (vi) to the extent such rate
(A) is or becomes generally available to the public on a non-confidential basis, other than as a result of a breach of this Section 8.09(b) by any Loan Party, or (B) is or becomes available to
any Loan Party on a non-confidential basis from a source other than the applicable Reference Bank, provided, to its knowledge, such source is not bound by a confidentiality agreement or other legal or
fiduciary obligations of secrecy with such Reference Bank with respect to the rate. Notwithstanding the foregoing, it is understood that each Loan Party may disclose to any Lender the average of the rates quoted by the Reference Banks that provide
rate quotes in connection with any determination of the Eurocurrency Rate. 
 SECTION 8.10. Patriot Act. Each Lender and the
Designated Agent hereby notifies each Loan Party 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 each
Loan Party and other information that will allow it to identify each Loan Party in accordance with the Patriot Act. Each Loan Party shall promptly provide such information upon request by any Lender or the Designated Agent. 

  
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 SECTION 8.11. Judgment. If, for the purposes of obtaining judgment in any court, it
is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking
procedures the Designated Agent could purchase Dollars with such other currency at the Designated Agent’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which a final judgment is given. 

SECTION 8.12. Consent to Jurisdiction and Service of Process. All judicial proceedings brought against any Loan Party with respect to
this Agreement or any instrument or other documents delivered hereunder may be brought in any state or Federal court in the Borough of Manhattan in the State of New York, and by execution and delivery of this Agreement, each Loan Party accepts, for
itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement or any
instrument or other document delivered hereunder from which no appeal has been taken or is available. Each Loan Party agrees to receive service of process in any such proceeding in any such court at its office at 77 West 66th Street, 15th Floor, New York, New York 10023, Attention: Kenneth E. Newman (or at such other address in the Borough of Manhattan in the State of
New York as the Borrower shall notify the Designated Agent from time to time) and, if any Loan Party ever ceases to maintain such office in the Borough of Manhattan, irrevocably designates and appoints Corporation Service Company, 1180 Avenue of the
Americas, Suite 210, New York, New York 10036, or any other address in the State of New York communicated by Corporation Service Company to the Designated Agent, as its agent to receive on its behalf service of all process in any such proceeding in
any such court, such service being hereby acknowledged by each Loan Party to be effective and binding service in every respect. 
 SECTION
8.13. [Intentionally Omitted.] 
 SECTION 8.14. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York. 
 SECTION 8.15. Execution in Counterparts; Integration; Electronic Execution.
(a) This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of 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 or other electronic means shall be effective as delivery of an original executed counterpart of this Agreement. A full set of executed
counterparts of this Agreement shall be lodged with the Designated Agent and the Borrower. Any Notes issued hereunder shall be delivered in original hard copy to the Lender requesting such Note. This Agreement and the Notes constitute the entire
contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof, including the commitments of the Lenders and, if applicable,
their Affiliates under any commitment advices with respect to the credit facility established hereby submitted by any Lender (but do not supersede any provisions of any fee letter executed by any Loan Party in connection with this Agreement). 

(b)    The words “execution”, “signed”, “signature”, “delivery” and words of like
import in or relating to any document to be signed in connection with this Agreement or any agreement or instrument contemplated by this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, electronic
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical 

  
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delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in
Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Designated Agent to
accept electronic signatures in any form or format without its prior written consent. 
 SECTION 8.16. Severability. Any provision of
this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the prohibited or unenforceable
provision with valid provisions the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision. 

SECTION 8.17. No Fiduciary Relationship. Each Loan Party, on behalf of itself and its subsidiaries, agrees that in connection with all
aspects of the transactions contemplated hereby and any communications in connection therewith, the Designated Agent, the Lenders and their Affiliates are acting pursuant to a contractual relationship on an
arm’s-length basis, and the parties hereto do not intend that the Designated Agent, the Lenders or their Affiliates act or be responsible as a fiduciary to any Loan Party, its management, stockholders,
creditors or any other Person. Each of the Loan Parties, the Designated Agent, the Lenders and their Affiliates expressly disclaims any fiduciary relationship and agrees they are each responsible for making their own independent judgments with
respect to any transactions entered into between them. 
 SECTION 8.18. Non-Public
Information. Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by any Loan Party or the Designated Agent pursuant to or in connection with, or in the course of administering, this Agreement
will be syndicate-level information, which may contain material non-public information with respect to any Loan Party, its subsidiaries or their securities. Each Lender represents to each Loan Party and the
Designated Agent that (i) it has developed compliance procedures regarding the use of such material non-public information and that it will handle such material
non-public information in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified to the Designated Agent a credit contact who
may receive information that may contain such material non-public information in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws. 

SECTION 8.19. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan
Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority (exercised in accordance with the relevant Bail-In
Legislation) and agrees and consents to, and acknowledges and agrees to be bound by: 
 (a)    the application of any
Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and 

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

  
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 (ii)    a conversion of all, or a portion of, such
liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of
ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership,
in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of
ownership had been accepted; or 
 (iii)    the variation of the terms of such liability in connection
with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. 
 The following terms shall for purposes of this Section
have the meanings set forth below: 
 “Affected Financial Institution” means (a) any EEA Financial Institution
or (b) any UK Financial Institution. 
 “Bail-In Action” means the
exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. 

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

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

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

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

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

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK
Resolution Authority. 
 “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the
PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential 

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

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and
conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel,
reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any
other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers. 
 ARTICLE IX 

GUARANTY 
 SECTION 9.01.
The Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of all obligations of the Borrower under this Agreement and the
other Loan Documents, including, without limitation, (i) the principal of and interest on each Advance made to the Borrower and (ii) all other amounts payable by the Borrower under this Agreement and the other Loan Documents, including,
without limitation, all fees, expenses, reimbursements, indemnities and other monetary obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, including monetary obligations incurred under this Agreement or any
other Loan Document during the pendency of any bankruptcy, insolvency, receivership or other similar process, regardless of whether allowed or allowable in such proceeding (all of the foregoing being referred to collectively as the
“Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually when due any such amount, subject to any applicable grace or notice and cure period, the Guarantor agrees that it shall forthwith pay such amount
at the place and in the manner specified in this Agreement. The Guarantor hereby agrees that the Guaranty is an absolute, irrevocable (except as provided by Section 9.08) and unconditional guaranty of payment and is not a guaranty of
collection. 
 SECTION 9.02. Guaranty Unconditional. The obligations of the Guarantor under the Guaranty shall be unconditional and
absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: 

(a)    any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed
Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission
to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, in each case other
than the payment in full in cash of the Guaranteed Obligations (other than contingent obligations that have not yet arisen); 

  
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 (b)    any modification or amendment of or supplement to this Agreement
or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; provided that the Guarantor has
consented to any such modification, amendment or supplement in writing if its consent thereto is otherwise required under this Agreement or the other Loan Documents; 

(c)    any change in the corporate, partnership, limited liability company or other existence, structure or ownership of
the Borrower or the Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any of its assets, in each case other than the payment in full in cash of the Guaranteed Obligations (other than
contingent obligations that have not yet arisen); 
 (d)    the existence of any claim, setoff or other rights which the
Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, any Guaranty Beneficiary or any other Person, whether in connection with the Guaranty or in connection with any unrelated transactions,
provided that nothing in this Article IX shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; 

(e)    the unenforceability or invalidity of the Guaranteed Obligations or any part thereof or the lack of genuineness,
enforceability or validity of any agreement relating thereto, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations (other than any defense that the Borrower has
for payment in full in cash of the Guaranteed Obligations (other than contingent obligations that have not yet arisen)) for any reason related to this Agreement or any other Loan Document, or any provision of applicable law, decree, order or
regulation purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; or 

(f)    any other act or omission to act or delay of any kind by the Borrower, any Guaranty Beneficiary or any other Person
or any other circumstance whatsoever which might, but for the provisions of this Section 9.02, constitute a legal or equitable discharge of the Guarantor’s obligations under this Article IX or otherwise reduce, release, prejudice or
extinguish its liability under the Guaranty, in each case other than the payment in full in cash of the Guaranteed Obligations (other than contingent obligations that have not yet arisen) or performance by the Borrower of its obligations under this
Agreement and the other Loan Documents. 
 SECTION 9.03. Continuing Guaranty; Discharge and Reinstatement. Subject to
Section 9.08, the Guarantor’s obligations under this Article IX shall constitute a continuing and irrevocable guarantee of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed
Obligations shall have been paid in full in cash (other than contingent obligations that have not yet arisen) and the Commitments shall have terminated or expired, at which time, subject to all the foregoing conditions, the obligations of the
Guarantor under the Guaranty shall automatically terminate. If at any time any payment of the principal of or interest on any Advance or any other Guaranteed Obligation (including a payment effected through exercise of a right of setoff) is
rescinded, or is or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower (including pursuant to any settlement entered into by any Guaranty Beneficiary in its discretion), the Guarantor’s
obligations under the Guaranty with respect to such payment shall be reinstated as though such payment had been due but not made at such time. 

SECTION 9.04. Waivers. The Guarantor irrevocably waives acceptance of the Guaranty, presentment, demand or action on delinquency,
protest, the benefit of any statute of limitations and, to the 

  
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fullest extent permitted by law, any notice not provided for in this Agreement or under any other Loan Document, as well as any requirement that at any time any action be taken by any Person
against the Borrower, any other guarantor of the Guaranteed Obligations or any other Person. Notwithstanding anything to the contrary in this Article IX, the Guarantor hereby absolutely, unconditionally, knowingly, and expressly waives, to the
fullest extent permitted by law: 
 (a)    any right it may have to revoke the Guaranty as to future indebtedness or
notice of acceptance hereof; 
 (b)    (i) notice of acceptance of the Guaranty; (ii) notice of any Advances or
other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (iii) notice of the amount of the Guaranteed Obligations, subject, however, to the Guarantor’s right to
make inquiry of the Guaranty Beneficiaries to ascertain the amount of the Guaranteed Obligations at any reasonable time; (iv) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase the
Guarantor’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents, other than demand for payment under the Guaranty; (vi) notice of any Event of
Default or any event or condition that constitutes, or upon notice, lapse of time or both would constitute, an Event of Default; and (vii) all other notices (except if such notice is expressly required to be given to the Guarantor hereunder)
and demands to which the Guarantor might otherwise expressly be entitled; and 
 (c)    its right, if any, to require
any Guaranty Beneficiary or any other Person to institute suit against, or to exhaust any rights and remedies which any Guaranty Beneficiary or any other Person have or may have against, any third party. 

SECTION 9.05. Subrogation. The Guarantor shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar
rights against the Borrower with respect to any payments it makes under the Guaranty until all of the Guaranteed Obligations and any amounts payable under the Guaranty have been paid in full in cash (other than contingent obligations that have not
yet arisen) and all Commitments have terminated. If any amounts are paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Guaranty Beneficiaries and shall forthwith be paid to
such Persons to reduce the amount of the Guaranteed Obligations, whether matured or unmatured. 
 SECTION 9.06. Stay of Acceleration.
If acceleration of the time for payment of any amount payable by the Borrower under this Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of the Borrower or any of its Affiliates, all such amounts
otherwise subject to acceleration under the terms of this Agreement or any other Loan Document shall nonetheless be payable by the Guarantor under the Guaranty forthwith on demand by the Designated Agent. 

SECTION 9.07. Taxes. The Guarantor agrees that the provisions of Section 2.14 shall be applicable, mutatis mutandis,
to all payments required to be made by the Guarantor under the Guaranty, as if each reference in such Section to the Borrower were a reference to the Guarantor. 

SECTION 9.08. Release of Guarantor. (a) The Guarantor shall, upon the occurrence of any of the following events, be automatically
and unconditionally released and discharged from the Guaranty and, subject to Section 9.08(c), all of its other obligations under this Agreement, and shall cease to have any rights hereunder and shall automatically cease to be a party hereto,
in each case, without any action required on the part of the Designated Agent, any Lender or any other Guaranty Beneficiary: 

  
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 (i)    upon written notice to the Designated Agent, at
such time as (A) the Guarantor is not (x) a borrower under the 2018 Credit Agreement or an issuer of any debt securities or (y) a guarantor under the 2018 Credit Agreement or debt securities of the Borrower (or, in each case under
this clause (i), the Guarantor is released or discharged from all such indebtedness substantially concurrently with the release and discharge of the Guaranty), or (B) the aggregate principal amount of indebtedness for borrowed money (without
duplication) issued or borrowed by all Subsidiaries of the Borrower (collectively) (other than any indebtedness for borrowed money represented by the Guaranty or guarantees of third party indebtedness) constitutes (or, as a result of any event or
circumstance occurring or arising substantially concurrently therewith, will constitute) no more than 10.0% of the aggregate principal amount of indebtedness for borrowed money of the Borrower and its Subsidiaries (other than any indebtedness for
borrowed money represented by guarantees of third party indebtedness), on a consolidated basis, as of such time; or 

(ii)    upon the sale, transfer or disposition (including by way of consolidation or merger) of all or
substantially all of the equity interests or assets of the Guarantor to another Person (other than to the Borrower or any of its subsidiaries). 

(b)    From and after the Guaranty Release Date, any reference to “any Loan Party”, “each Loan Party”
or “the Loan Parties”, or references of similar import, shall be deemed to refer solely to the Borrower. 

(c)    Notwithstanding the occurrence of the Guaranty Release Date or anything else to the contrary set forth in this
Section 9.08, the Guarantor shall remain bound by its agreements set forth in Sections 8.09(b) and 8.17 as if no Guaranty Release Date shall have occurred and the Guarantor continued to be a party hereto. 

[Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective representatives thereunto duly authorized, as of the date first above written. 
  

			
	THE WALT DISNEY COMPANY, as Borrower
		
	 by
	 	 /s/ Jonathan S. Headley

	Name:	 	Jonathan S. Headley
	Title:	 	Senior Vice President, Treasurer and Corporate Real Estate


 SIGNATURE PAGE TO THE 364-DAY CREDIT AGREEMENT (APRIL 2020) 












 
			
	TWDC ENTERPRISES 18 CORP., as Guarantor
		
	By	 	 /s/ Jonathan S. Headley

	Name:	 	Jonathan S. Headley
	Title:	 	Treasurer


 SIGNATURE PAGE TO THE 364-DAY CREDIT AGREEMENT (APRIL 2020) 












 
			
	 CITIBANK, N.A., individually and as

Designated Agent,

		
	by	 	 /s/ Michael Vondriska

	Name:	 	Michael Vondriska
	Title:	 	Vice President


 SIGNATURE PAGE TO THE 364-DAY CREDIT AGREEMENT (APRIL 2020) 












 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020,

OF THE WALT DISNEY COMPANY

	
	 Name of Lender:
  

JPMORGAN CHASE BANK, N.A.

		
	by	 	 /s/ Ryan Zimmerman

	Name:	 	Ryan Zimmerman
	Title:	 	Vice President














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	
	Name of Lender:
	
	 BNP Paribas

		
	by	 	 /s/ Nicole Rodriguez

	Name:	 	Nicole Rodriguez
	Title:	 	Director
	
	For any Lender requiring a second signature line:
		
	By	 	 /s/ Karim Remtoula

	Name:	 	Karim Remtoula
	Title:	 	Vice President














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	
	 Name of Lender:
  

DEUTSCHE BANK AG NEW YORK BRANCH

		
	by	 	 /s/ Ming K Chu

	Name:	 	Ming K Chu        ming.k.chu@db.com
	Title:	 	Director               
+1-212-250-5451
	
	For any Lender requiring a second signature line:
		
	by	 	 /s/ Annie Chung

	Name:	 	Annie Chung
	Title:	 	 Director

annie.chung@db.com/212.250.6375















 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	
	 Name of Lender:
  

BANK OF AMERICA, N.A.

		
	by	 	 /s/ Jonathan Tristan

	Name:	 	Jonathan Tristan
	Title:	 	Vice President














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	
	 ROYAL BANK OF CANADA:
  

		
	by	 	 /s/ Alfonse Simone

	Name:	 	Alfonse Simone
	Title:	 	Authorized Signatory
	  
 For any Lender requiring a second signature line:

 

	by	 	  

	Name:	 	
	Title:	 	














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender:

 
 TRUIST BANK

		
	by	 	 /s/ Paige Scheper

	Name:	 	Paige Scheper
	Title:	 	Vice President














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender:

 
 Credit Suisse AG, Cayman Islands Branch

		
	by	 	 /s/ William O’Daly

	Name:	 	William O’Daly
	Title:	 	Authorized Signatory
	  
 For any Lender requiring a second signature line:

 

	by	 	 /s/ D. Andrew Maletta

	Name:	 	D. Andrew Maletta
	Title:	 	Authorized Signatory














 
			
	LENDER SIGNATURE PAGE TO
THE 364-DAY CREDIT AGREEMENT
DATED AS OF APRIL 10, 2020, OF
THE WALT DISNEY COMPANY
	  
 Name of Lender:

 
 Mizuho Bank, Ltd.

		
	by	 	 /s/ Tracy Rahn

	Name:	 	Tracy Rahn
	Title:	 	Executive Director














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender: MORGAN STANLEY BANK, N.A.

	  

		
	by	 	 /s/ Julie Lilienfeld

		 	Name: Julie Lilienfeld
		 	Title: Authorized Signatory














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender: MUFG UNION BANK N.A.

	
	  

		
	by	 	 /s/ Marlon Mathews

	Name:	 	Marlon Mathews
	Title:	 	Director














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender:

 
 SOCIETE GENERALE

		
	by	 	 /s/ Shelley Yu

	Name:	 	Shelley Yu
	Title:	 	Director














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender:

 
 SUMITOMO MITSUI BANKING CORPORATION

		
	by	 	 /s/ Jun Ashley

	Name:	 	Jun Ashley
	Title:	 	Director














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender:

 
 The Toronto-Dominion Bank, New York
Branch

		
	by	 	 /s/ Brian MacFarlane

	Name:	 	Brian MacFarlane
	Title:	 	Authorized Signatory














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender:

 
 U.S. Bank National Association

		
	by	 	 /s/ Steven J. Correll

	Name:	 	Steven J. Correll
	Title:	 	Senior Vice President
	  
 For any Lender requiring a second signature line:

 

	by	 	  

	Name:	 	
	Title:	 	














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender: GOLDMAN SACHS BANK USA

 

	by	 	 /s/ Rebecca Kratz

	Name:	 	Rebecca Kratz
	Title:	 	Authorized Signatory














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender:

 
 HSBC BANK USA, N.A.

		
	by	 	 /s/ David Wagstaff

	Name:	 	David Wagstaff
	Title:	 	Managing Director














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender:

 
 SANTANDER BANK, N.A.

		
	by	 	 /s/ Pablo Urgoiti

	Name:	 	Pablo Urgoiti
	Title:	 	Managing Director
	
	 For any Lender requiring a second signature line:

		
	by	 	 /s/ Nuno Dias Andrade

	Name:	 	Nuno Dias Andrade
	Title:	 	Managing Director














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender:

 
 Bank of China, Los Angeles Branch

		
	by	 	 /s/ Yong Ou

	Name:	 	Yong Ou
	Title:	 	SVP & Branch Manager
	  
 For any Lender requiring a second signature line:

 

	by	 	  

	Name:	 	
	Title:	 	














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender: Industrial and Commercial Bank of China
Limited., New York Branch

		
	by	 	 /s/ Tony Huang

	Name:	 	Tony Huang
	Title:	 	Director
	
	For any Lender requiring a second signature line:
		
	by	 	 /s/ Dayi Liu

	Name:	 	Dayi Liu
	Title:	 	Executive Director














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender:

 
 STANDARD CHARTERED BANK

 

	by	 	 /s/ James Beck

	Name:	 	James Beck
	Title:	 	Associate Director














 
			
	 LENDER SIGNATURE PAGE TO
 THE 364-DAY CREDIT AGREEMENT
 DATED AS OF APRIL 10, 2020, OF

THE WALT DISNEY COMPANY

	  
 Name of Lender:

 
 WESTPAC BANKING CORPORATION

		
	by	 	 /s/ Richard Yarnold

	Name:	 	Richard Yarnold
	Title:	 	Tier Two Attorney
	
	For any Lender requiring a second signature line:
		
	by	 	  

	Name:	 	
	Title: