EX-10.1




 Exhibit 10.1 

Execution Version 

AMENDMENT NO. 1 

AMENDMENT NO. 1, dated as of December 23, 2022 (this “Amendment”), to the Amended and Restated Loan Agreement dated as
of January 7, 2022 (as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”) among WESTERN DIGITAL CORPORATION, a Delaware corporation (the
“Lead Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the
“Administrative Agent”) and the other parties thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement. 

WHEREAS, pursuant to Section 10.11 of the Loan Agreement, the Lead Borrower has requested certain amendments to the Loan Agreement and
the other Loan Documents, and the Lenders party hereto constitute the Lenders required pursuant to Section 10.11 of the Loan Agreement with respect to the amendments provided for in Section 2 below; 

WHEREAS, JPMorgan Chase Bank, N.A., will act as sole lead arranger and sole bookrunner (the “Lead Arranger”) for this
Amendment; 
 NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 

Section 1. Defined Terms. 

Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Amended Loan Agreement. 

Section 2. Amendments. 

(a) Effective as of the Amendment No. 1 Effective Date (as defined below), the Loan Agreement is hereby amended and restated in its
entirety in the form attached as Annex A hereto (the “Amended Loan Agreement”). 
 (b) Effective as of the Amendment
No. 1 Effective Date, the schedules to the Loan Agreement are hereby amended by adding Schedule 6.17 hereto. 
 Section 3.
Representations and Warranties. 
 The Lead Borrower represents and warrants as of the Amendment No. 1 Effective Date that:

 (a) Immediately before and after giving effect to this Amendment, each of the representations and warranties set forth in the Amended Loan
Agreement and in the other Loan 

  
 1 












 
Documents shall be and remain true and correct in all material respects (or, if qualified as to “materiality,” “material adverse effect” or similar language, shall be true and
correct in all respects (after giving effect to any such qualification therein)) as of said time, except to the extent the same expressly relate to an earlier date. 

(b) At the time of and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. 

Section 4. Conditions to Effectiveness. 

This Amendment shall become effective on the date on which each of the following conditions is satisfied (the “Amendment
No. 1 Effective Date”): 
 (a) The Administrative Agent’s receipt of counterparts of this Amendment
executed by the Lead Borrower and the Lenders who constitute the Required Lenders, which shall be originals or facsimiles or electronic copies (and, to the extent requested by the Administrative Agent, followed promptly by originals) unless
otherwise specified. 
 (b) The Administrative Agent’s receipt of a certificate signed by a Responsible Officer of the Lead Borrower
certifying as to the satisfaction of the conditions set forth in paragraphs (e) and (f) of this Section 4 as of the Amendment No. 1 Effective Date, which shall be an original or facsimile or electronic copy (and, to the extent
requested by the Administrative Agent, followed promptly by an original) unless otherwise specified. 
 (c) The Lead Borrower shall have
paid to the Administrative Agent, for the ratable account of each Lender who delivers a counterpart to this Amendment at or prior to 3:00 p.m., New York City time, on December 22, 2022, a consent fee equal to 0.10% of the aggregate principal
amount of Term A-2 Loans and Revolving Credit Commitments of such Lender immediately prior to the Amendment No. 1 Effective Date. 

(d) All reasonable and documented out-of-pocket fees and
expenses due to the Administrative Agent and the Lead Arranger and required to be paid on the Amendment No. 1 Effective Date (including pursuant to Section 8 hereof) shall have been paid (or the Lead Borrower shall have made arrangements
reasonably satisfactory to the Administrative Agent for such payment). 
 (e) At the time and immediately after giving effect to this
Amendment, no Default or Event of Default shall have occurred and be continuing. 
 (f) Each of the representations and warranties of the
Lead Borrower set forth in the Loan Agreement, Section 3 of this Amendment and in the other Loan Documents shall be and remain true and correct in all material respects (or, if qualified as to “materiality,” “material adverse
effect” or similar language, shall be true and correct in all respects (after giving effect to any such qualification therein)) as of the Amendment No. 1 Effective Date, except to the extent the same expressly relate to an earlier date.

 The Administrative Agent shall notify the Lead Borrower and the Lenders of the Amendment No. 1 Effective Date and such notice shall
be conclusive and binding. 

  
 2 












 Notwithstanding the foregoing, the amendments effected hereby shall not become effective if each of the
conditions set forth or referred to in this Section 4 has not been satisfied at or prior to 5:00 p.m., New York City time, on December 23, 2022. 

Section 5. Acknowledgments. 

The Lead Borrower hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, the covenants and agreements
contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby. 

Section 6. Entire Agreement. 

This Amendment, the Loan Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Amendment and the
Loan Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Loan Agreement, nor alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Loan Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall not constitute a novation of the Loan
Agreement or any of the Loan Documents. It is understood and agreed that each reference in each Loan Document to the “Loan Agreement,” whether direct or indirect, shall hereafter be deemed to be a reference to the Loan Agreement as amended
by this Amendment and that this Amendment is a “Loan Document.” 
 Section 7. Amendment,
Modification and Waiver. 
 This Amendment may not be amended, modified or waived except pursuant to a writing signed by each of the
parties hereto. 
 Section 8. Expenses. 

The Lead Borrower agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of Cahill Gordon & Reindel LLP,
counsel for the Administrative Agent. 
 Section 9. Counterparts. 

This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so
executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or electronic
transmission shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like


  
 3 












 
import in or relating to this Amendment shall be deemed to include Electronic Signatures, 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 delivery thereof or the use of a paper-based recordkeeping system, as the case may be. 

Section 10. Governing Law and Waiver of Right to Trial by Jury. 

THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 10.22 OF THE LOAN AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY
HERETO. 
 Section 11. Headings. 

The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 

Section 12. Effect of Amendment. 

Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise
affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Loan Agreement or any other provision of the Loan Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Additionally, the Lenders party hereto (such
Lenders constituting the Required Lenders) hereby consent to the terms of this Amendment. 

  
 4 












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

			
	WESTERN DIGITAL CORPORATION
		
	By:	 	/s/ Grace Lin
	Name:	 	Grace Lin
	Title:	 	Authorized Signatory



  
 [Signature Page to
Amendment No. 1] 












 
					
	 JPMORGAN CHASE BANK, N.A., as Administrative Agent

		
	By:	 	 /s/ Timothy Lee

		 	Name:	 	 Timothy Lee

		 	Title:	 	 Executive Director




  
 [Signature Page to
Amendment No. 1] 












 
					
	Bank of the West, as a Lender
		
	By:	 	 /s/ David Hobert

		 	Name:	 	David Hobert
		 	Title:	 	Managing Director



  
 [Signature Page to
Amendment No. 1] 












 
					
	CITIBANK N.A., as a Lender
		
	By:	 	 /s/ Robert G. Shaw

		 	Name:	 	Robert G. Shaw
		 	Title:	 	Corporate Vice President



  
 [Signature Page to
Amendment No. 1] 












 
					
	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Ilene Hernandez

		 	Name:	 	Ilene Hernandez
		 	Title:	 	Vice President



  
 [Signature Page to
Amendment No. 1] 












 
					
	Mizuho Bank, Ltd., as a Lender
		
	By:	 	 /s/ Tracy Rahn

		 	Name:	 	Tracy Rahn
		 	Title:	 	Executive Director



  
 [Signature Page to
Amendment No. 1] 












 
					
	MUFG Bank Ltd., as a Lender
		
	By:	 	 /s/ Colin Donnarumma

		 	Name:	 	Colin Donnarumma
		 	Title:	 	Vice President



  
 [Signature Page to
Amendment No. 1] 












 
					
	Wells Fargo Bank, N.A., as a Lender
		
	By:	 	 /s/ Sid Khanolkar

		 	Name:	 	Sid Khanolkar
		 	Title:	 	Managing Director



  
 [Signature Page to
Amendment No. 1] 












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

		 	Name:	 	Cara Younger
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Miriam Trautmann

		 	Name:	 	Miriam Trautmann
		 	Title:	 	Managing Director



  
 [Signature Page to
Amendment No. 1] 












 
					
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ Sean Duggan

		 	Name:	 	Sean Duggan
		 	Title:	 	Director



  
 [Signature Page to
Amendment No. 1] 












 
					
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Harsh Grewal

		 	Name:	 	Harsh Grewal
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Amendment No. 1] 












 
					
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	 /s/ Irlen Mak

		 	Name:	 	Irlen Mak
		 	Title:	 	Director



  
 [Signature Page to
Amendment No. 1] 












 
					
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Brian Seipke

		 	Name:	 	Brian Seipke
		 	Title:	 	Senior Vice President



  
 [Signature Page to
Amendment No. 1] 












 
					
	BNP Paribas, as a Lender
		
	By:	 	 /s/ Theodore Olson

		 	Name:	 	Theodore Olson
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Gregory R. Paul

		 	Name:	 	Gregory R. Paul
		 	Title:	 	Managing Director



  
 [Signature Page to
Amendment No. 1] 












 
					
	Truist Bank, as a Lender
		
	By:	 	 /s/ Alfonso Brigham

		 	Name:	 	Alfonso Brigham
		 	Title:	 	Director



  
 [Signature Page to
Amendment No. 1] 












 
					
	The Bank of Nova Scotia, as a Lender
		
	By:	 	 /s/ Michelle Phillips

		 	Name:	 	Michelle Phillips
		 	Title:	 	Managing Director



  
 [Signature Page to
Amendment No. 1] 












 
					
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Skyler Zweifel

		 	Name:	 	Skyler Zweifel
		 	Title:	 	Vice President



  
 [Signature Page to
Amendment No. 1] 












 
					
	Bank of America, N.A., as a Lender
		
	By:	 	 /s/ Puneet Lakhotia

		 	Name:	 	Puneet Lakhotia
		 	Title:	 	Director



  
 [Signature Page to
Amendment No. 1] 












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

		 	Name:	 	David Perlman
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Amendment No. 1] 












 
					
	OVERSEA CHINESE BANKING CORPORATION LIMITED LOS ANGELES AGENCY, as a Lender
		
	By:	 	 /s/ Charles Ong

		 	Name:	 	Charles Ong
		 	Title:	 	General Manager and Head USA



  
 [Signature Page to
Amendment No. 1] 












 
					
	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED., NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Tony Huang

		 	Name:	 	Tony Huang
		 	Title:	 	Director
		
	By:	 	 /s/ Yuanyuan Peng

		 	Name:	 	Yuanyuan Peng
		 	Title:	 	Executive Director



  
 [Signature Page to
Amendment No. 1] 












 
					
	The Bank of East Asia, Limited, New York Branch, as a Lender
		
	By:	 	 /s/ Chong Tan

		 	Name:	 	Chong Tan
		 	Title:	 	SVP
		
	By:	 	 /s/ Manny Kwok

		 	Name:	 	Manny Kwok
		 	Title:	 	SVP



  
 [Signature Page to
Amendment No. 1] 












 
					
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Timothy Lee

		 	Name:	 	Timothy Lee
		 	Title:	 	Executive Director



  
 [Signature Page to
Amendment No. 1] 












 Schedule 6.17 

Priority Debt 
  

	1.	 $300.0 million Second Amended and Restated Uncommitted Receivables Purchase Agreement, dated as of
September 21, 2018, by and among Western Digital Technologies, Inc., Western Digital (UK) Limited, Western Digital (Singapore) Pte. Ltd., Western Digital Corporation and Bank of the West, as amended. 













 ANNEX A 

Amended Loan Agreement 

[See attached.] 

  












 Annex A 

 
 AMENDED AND RESTATED LOAN AGREEMENT

 AMONG 
 WESTERN DIGITAL
CORPORATION, 
 a Delaware corporation, as Lead Borrower, 

VARIOUS LENDERS 
 FROM TIME TO TIME
PARTY HERETO, 
 JPMORGAN CHASE BANK, N.A., 

as Administrative Agent, 
 JPMORGAN
CHASE BANK, N.A., 
 BOFA SECURITIES INC., 

BNP PARIBAS SECURITIES CORP., 

CITIBANK, N.A., 
 HSBC SECURITIES
(USA) INC., 
 MIZUHO BANK, LTD., 

MUFG BANK, LTD., 
 PNC BANK,
NATIONAL ASSOCIATION, 
 RBC CAPITAL MARKETS,1 

SUMITOMO MITSUI BANKING CORPORATION, 

TD SECURITIES (USA) LLC, 
 TRUIST
SECURITIES, INC. 
 and 
 WELLS
FARGO SECURITIES, LLC,  
 as Joint Lead Arrangers and Joint Bookrunners, 

and 
 JPMORGAN CHASE BANK, N.A.,

 BANK OF AMERICA, N.A., 
 BNP
PARIBAS SECURITIES CORP., 
 CITIBANK, N.A., 

HSBC SECURITIES (USA) INC., 
 MIZUHO
BANK, LTD., 
 MUFG BANK, LTD., 

PNC BANK, NATIONAL ASSOCIATION, 

RBC CAPITAL MARKETS, 
 SUMITOMO
MITSUI BANKING CORPORATION, 
 TD SECURITIES (USA) LLC, 

TRUIST BANK 
 and 

WELLS FARGO SECURITIES, LLC,  

as Co-Syndication Agents, 

Dated as of January 7, 2022 

as amended by Amendment No. 1, dated as of December 23, 2022 

 
  

	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 1. DEFINITIONS; INTERPRETATION
	  	 	1	 
			
	 Section 1.1
	 	 Definitions
	  	 	1	 
	 Section 1.2
	 	 Interpretation
	  	 	33	 
	 Section 1.3
	 	 Certain Determinations
	  	 	33	 
	 Section 1.4
	 	 Change in Accounting Principles
	  	 	34	 
	 Section 1.5
	 	 Currency Generally
	  	 	34	 
	 Section 1.6
	 	 Interest Rates; Benchmark Notifications
	  	 	34	 
	 Section 1.7
	 	 Divisions
	  	 	34	 
	 Section 1.8
	 	 Additional Currencies
	  	 	35	 
		
	 ARTICLE 2. THE LOAN FACILITIES
	  	 	35	 
			
	 Section 2.1
	 	 The Term Loans
	  	 	35	 
	 Section 2.2
	 	 Revolving Credit Commitments
	  	 	36	 
	 Section 2.3
	 	 Letters of Credit
	  	 	36	 
	 Section 2.4
	 	 Applicable Interest Rates
	  	 	39	 
	 Section 2.5
	 	 Manner of Borrowing Loans and Designating Applicable Interest Rates
	  	 	41	 
	 Section 2.6
	 	 Minimum Borrowing Amounts; Maximum Term Benchmark Loans
	  	 	42	 
	 Section 2.7
	 	 Maturity of Loans
	  	 	42	 
	 Section 2.8
	 	 Prepayments
	  	 	43	 
	 Section 2.9
	 	 Place and Application of Payments
	  	 	44	 
	 Section 2.10
	 	 Commitment Terminations
	  	 	45	 
	 Section 2.11
	 	 [Reserved]
	  	 	45	 
	 Section 2.12
	 	 Evidence of Indebtedness
	  	 	45	 
	 Section 2.13
	 	 Fees
	  	 	46	 
	 Section 2.14
	 	 Incremental Credit Extensions
	  	 	47	 
	 Section 2.15
	 	 Extensions of Term Loans and Revolving Credit Commitments
	  	 	48	 
	 Section 2.16
	 	 Refinancing Facilities
	  	 	50	 
	 Section 2.17
	 	 Lead Borrower
	  	 	53	 
	 Section 2.18
	 	 Defaulting Lenders
	  	 	54	 
		
	 ARTICLE 3. CONDITIONS PRECEDENT
	  	 	55	 
			
	 Section 3.1
	 	 All Credit Extensions
	  	 	55	 
		
	 ARTICLE 4. THE GUARANTY
	  	 	55	 
			
	 Section 4.1
	 	 [Reserved]
	  	 	55	 
	 Section 4.2
	 	 [Reserved]
	  	 	55	 
	 Section 4.3
	 	 Guaranty
	  	 	56	 
	 Section 4.4
	 	 Further Assurances
	  	 	56	 
		
	 ARTICLE 5. REPRESENTATIONS AND WARRANTIES
	  	 	56	 
			
	 Section 5.1
	 	 Financial Statements
	  	 	56	 
	 Section 5.2
	 	 Organization and Qualification
	  	 	56	 
	 Section 5.3
	 	 Authority and Enforceability
	  	 	57	 
	 Section 5.4
	 	 No Material Adverse Change
	  	 	57	 


  
 ii 













							
	 Section 5.5
	 	 Litigation and Other Controversies
	  	 	57	 
	 Section 5.6
	 	 True and Complete Disclosure
	  	 	57	 
	 Section 5.7
	 	 Margin Stock
	  	 	57	 
	 Section 5.8
	 	 Taxes
	  	 	58	 
	 Section 5.9
	 	 ERISA
	  	 	58	 
	 Section 5.10
	 	 Subsidiaries
	  	 	58	 
	 Section 5.11
	 	 Compliance with Laws
	  	 	58	 
	 Section 5.12
	 	 Environmental Matters
	  	 	58	 
	 Section 5.13
	 	 Investment Company
	  	 	58	 
	 Section 5.14
	 	 Intellectual Property
	  	 	59	 
	 Section 5.15
	 	 Good Title
	  	 	59	 
	 Section 5.16
	 	 Labor Relations
	  	 	59	 
	 Section 5.17
	 	 Capitalization
	  	 	59	 
	 Section 5.18
	 	 Governmental Authority and Licensing
	  	 	59	 
	 Section 5.19
	 	 Approvals
	  	 	59	 
	 Section 5.20
	 	 Solvency
	  	 	59	 
	 Section 5.21
	 	 Anti-Corruption Laws, Sanctions and Anti-Money Laundering
	  	 	60	 
		
	 ARTICLE 6. COVENANTS
	  	 	60	 
			
	 Section 6.1
	 	 Information Covenants
	  	 	60	 
	 Section 6.2
	 	 Inspections
	  	 	62	 
	 Section 6.3
	 	 Maintenance of Property, Insurance, Environmental Matters, etc.
	  	 	62	 
	 Section 6.4
	 	 Books and Records
	  	 	63	 
	 Section 6.5
	 	 Preservation of Existence
	  	 	63	 
	 Section 6.6
	 	 Compliance with Laws
	  	 	63	 
	 Section 6.7
	 	 ERISA
	  	 	63	 
	 Section 6.8
	 	 Payment of Taxes
	  	 	64	 
	 Section 6.9
	 	 [Reserved]
	  	 	64	 
	 Section 6.10
	 	 Use of Proceeds
	  	 	64	 
	 Section 6.11
	 	 Sale/Leaseback Transactions
	  	 	64	 
	 Section 6.12
	 	 [Reserved]
	  	 	64	 
	 Section 6.13
	 	 [Reserved]
	  	 	64	 
	 Section 6.14
	 	 Limitation on Subsidiary Indebtedness and Issuance of Subsidiary Preferred Stock
	  	 	64	 
	 Section 6.15
	 	 Liens
	  	 	67	 
	 Section 6.16
	 	 Fundamental Changes
	  	 	70	 
	 Section 6.17
	 	 Limitation on Priority Debt
	  	 	71	 
	 Section 6.18
	 	 [Reserved]
	  	 	71	 
	 Section 6.19
	 	 Limitation on Restrictions
	  	 	71	 
	 Section 6.20
	 	 [Reserved]
	  	 	72	 
	 Section 6.21
	 	 OFAC
	  	 	72	 
	 Section 6.22
	 	 Financial Covenant
	  	 	72	 
		
	 ARTICLE 7. EVENTS OF DEFAULT AND REMEDIES
	  	 	73	 
			
	 Section 7.1
	 	 Events of Default
	  	 	73	 
	 Section 7.2
	 	 Non-Bankruptcy Defaults
	  	 	74	 
	 Section 7.3
	 	 Bankruptcy Defaults
	  	 	74	 
	 Section 7.4
	 	 Collateral for Undrawn Letters of Credit
	  	 	75	 
	 Section 7.5
	 	 Notice of Default
	  	 	75	 
		
	 ARTICLE 8. CHANGE IN CIRCUMSTANCES AND CONTINGENCIES
	  	 	75	 
			
	 Section 8.1
	 	 Funding Indemnity
	  	 	75	 
	 Section 8.2
	 	 Illegality
	  	 	76	 


  
 iii 













							
	 Section 8.3
	 	 Alternate Rate of Interest
	  	 	76	 
	 Section 8.4
	 	 Yield Protection
	  	 	78	 
	 Section 8.5
	 	 Substitution of Lenders
	  	 	79	 
	 Section 8.6
	 	 Lending Offices
	  	 	80	 
		
	 ARTICLE 9. THE ADMINISTRATIVE AGENT
	  	 	80	 
			
	 Section 9.1
	 	 Appointment and Authorization of Administrative Agent
	  	 	80	 
	 Section 9.2
	 	 Administrative Agent and its Affiliates
	  	 	80	 
	 Section 9.3
	 	 Action by Administrative Agent
	  	 	80	 
	 Section 9.4
	 	 Consultation with Experts
	  	 	81	 
	 Section 9.5
	 	 Liability of Administrative Agent; Credit Decision; Delegation of Duties
	  	 	81	 
	 Section 9.6
	 	 Indemnity
	  	 	82	 
	 Section 9.7
	 	 Resignation of Administrative Agent and Successor Administrative Agent
	  	 	83	 
	 Section 9.8
	 	 L/C Issuer
	  	 	83	 
	 Section 9.9
	 	 [Reserved]
	  	 	83	 
	 Section 9.10
	 	 No Other Duties
	  	 	83	 
	 Section 9.11
	 	 [Reserved]
	  	 	83	 
	 Section 9.12
	 	 Authorization to Release Guarantees
	  	 	83	 
	 Section 9.13
	 	 Withholding Taxes
	  	 	84	 
	 Section 9.14
	 	 Erroneous Payment
	  	 	85	 
	 Section 9.15
	 	 Certain ERISA Matters
	  	 	85	 
		
	 ARTICLE 10. MISCELLANEOUS
	  	 	86	 
			
	 Section 10.1
	 	 Taxes
	  	 	86	 
	 Section 10.2
	 	 No Waiver; Cumulative Remedies; Collective Action
	  	 	89	 
	 Section 10.3
	 	 Non-Business Days
	  	 	89	 
	 Section 10.4
	 	 Documentary Taxes
	  	 	89	 
	 Section 10.5
	 	 Survival of Representations
	  	 	89	 
	 Section 10.6
	 	 Survival of Indemnities
	  	 	89	 
	 Section 10.7
	 	 Sharing of Set-Off
	  	 	89	 
	 Section 10.8
	 	 Notices
	  	 	90	 
	 Section 10.9
	 	 Counterparts
	  	 	91	 
	 Section 10.10
	 	 Successors and Assigns; Assignments and Participations
	  	 	92	 
	 Section 10.11
	 	 Amendments
	  	 	95	 
	 Section 10.12
	 	 Heading
	  	 	97	 
	 Section 10.13
	 	 Costs and Expenses; Indemnification
	  	 	97	 
	 Section 10.14
	 	 Set-off
	  	 	98	 
	 Section 10.15
	 	 Entire Agreement
	  	 	98	 
	 Section 10.16
	 	 Governing Law
	  	 	98	 
	 Section 10.17
	 	 Severability of Provisions
	  	 	98	 
	 Section 10.18
	 	 Excess Interest
	  	 	98	 
	 Section 10.19
	 	 Construction
	  	 	99	 
	 Section 10.20
	 	 Lender’s Obligations Several
	  	 	99	 
	 Section 10.21
	 	 USA Patriot Act
	  	 	99	 
	 Section 10.22
	 	 Submission to Jurisdiction; Waiver of Jury Trial
	  	 	99	 
	 Section 10.23
	 	 Treatment of Certain Information; Confidentiality
	  	 	99	 
	 Section 10.24
	 	 No Fiduciary Relationship
	  	 	100	 
	 Section 10.25
	 	 Platform; Borrower Materials
	  	 	100	 
	 Section 10.26
	 	 Acknowledgement and Consent to Bail-In of Affected
Financial Institutions
	  	 	101	 
	 Section 10.27
	 	 Additional Borrowers
	  	 	101	 
	 Section 10.28
	 	 Effectiveness of Amendment and Restatement
	  	 	102	 


  
 iv 













							
	 EXHIBIT A
	  	 	—	 	  	Notice of Payment Request
	 EXHIBIT B
	  	 	—	 	  	Notice of Borrowing
	 EXHIBIT C
	  	 	—	 	  	Notice of Continuation/Conversion
	 EXHIBIT D-1
	  	 	—	 	  	Term A-2 Note
	 EXHIBIT D-2
	  	 	—	 	  	[Reserved]
	 EXHIBIT D-3
	  	 	—	 	  	[Reserved]
	 EXHIBIT D-4
	  	 	—	 	  	Revolving Note
	 EXHIBIT E
	  	 	—	 	  	Solvency Certificate
	 EXHIBIT F
	  	 	—	 	  	Compliance Certificate
	 EXHIBIT G
	  	 	—	 	  	Assignment and Assumption
	 EXHIBIT H
	  	 	—	 	  	U.S. Tax Compliance Certificate
			
	 SCHEDULE 1
	  	 	—	 	  	Term Loan Commitments and Revolving Credit Commitments as of the Amendment and Restatement Effective Date
	 SCHEDULE 2.3(a)
	  	 	—	 	  	Existing Letters of Credit
	 SCHEDULE 5.5
	  	 	—	 	  	Litigation
	 SCHEDULE 5.10
	  	 	—	 	  	Subsidiaries
	 SCHEDULE 5.17
	  	 	—	 	  	Capitalization
	 SCHEDULE 6.05
	  	 	—	 	  	Restrictive Agreements
	 SCHEDULE 6.14
	  	 	—	 	  	Indebtedness
	 SCHEDULE 6.15
	  	 	—	 	  	Liens
	 SCHEDULE 6.17
	  	 	—	 	  	Priority Debt


  
 v 












 AMENDED AND RESTATED LOAN AGREEMENT 

This Amended and Restated Loan Agreement is entered into as of January 7, 2022, as amended by Amendment No. 1, dated as of
December 23, 2022, by and among WESTERN DIGITAL CORPORATION, a Delaware corporation (the “Lead Borrower”), the Additional Borrowers party hereto from time to time, the various institutions from time to time party to this
Agreement, as Lenders, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 

Preliminary Statements 

The Lead Borrower requested that (i) the Revolving Lenders provide a revolving credit facility to the Lead Borrower on the Amendment and
Restatement Effective Date in an aggregate principal amount of $2,250,000,000 pursuant to this Agreement and (ii) the Term A-2 Lenders extend the Term A-2 Loans to
the Lead Borrower on the Amendment and Restatement Effective Date in an aggregate principal amount of $3,000,000,000 pursuant to this Agreement. 

The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. 

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 

ARTICLE 1.    DEFINITIONS; INTERPRETATION. 

Section 1.1    Definitions. The following terms when used herein shall have the following meanings: 

“2022 Revolving Credit Commitments” means, as to any Lender, the obligation of such Lender to make Revolving Loans and to
participate in Letters of Credit issued for the account of a Borrower hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Revolving Lender’s name on Schedule 1 and made
a part hereof, as the same may be reduced, increased or otherwise modified at any time or from time to time pursuant to the terms hereof. The aggregate amount of the Revolving Lenders’ 2022 Revolving Credit Commitments on the Amendment and
Restatement Effective Date is $2,250.0 million. 
 “2024 Convertible Notes” means the $1,100.0 million aggregate
principal amount of 1.50% Convertible Notes due 2024 of the Lead Borrower including, as the same may be amended, supplemented, waived or otherwise modified from time to time. 

“2029 Senior Unsecured Notes” means the $500.0 million aggregate principal amount of 2.850% Senior Unsecured Notes due
2029 of the Lead Borrower including, as the same may be amended, supplemented, waived or otherwise modified from time to time. 

“2032 Senior Unsecured Notes” means the $500.0 million aggregate principal amount of 3.100% Senior Unsecured Notes due
2032 of the Lead Borrower including, as the same may be amended, supplemented, waived or otherwise modified from time to time. 

“Acquired Debt” means, with respect to any specified Person: 

(1)    Indebtedness of any other Person existing at the time such other Person is merged with or into or became a
Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such other Person merging with or into, or
becoming a Subsidiary of, such specified Person; provided, however, that any Indebtedness of such acquired Person that is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the
transactions by which such Person merges with or into, consolidates, amalgamates or otherwise combines with or becomes a Subsidiary of such Person shall not be considered to be Acquired Debt; and 











 (2)    Indebtedness secured by an existing Lien encumbering any asset
acquired by such specified Person (other than the proceeds or products thereof, replacements, accessions or additions thereto, or improvements thereon, or customary security deposits with respect thereto, and other than after-acquired property
subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired
property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition). 

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or
indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any line of business or division of a Person, (b) the acquisition of in excess of 50.00% of the capital stock, partnership interests,
membership interests or equity of any Person (other than a Person that is a Subsidiary), but, at the Lead Borrower’s option, including acquisitions of Equity Interests increasing the ownership of the Lead Borrower or a Subsidiary in an existing
Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary); provided that the Lead Borrower or a Subsidiary is the surviving entity or the surviving entity
becomes a Subsidiary. 
 “Acquisition Indebtedness” means any Indebtedness of the Lead Borrower or any Subsidiary that has
been incurred for the purpose of financing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (x) the release of the proceeds thereof to the Lead Borrower and its Subsidiaries is contingent upon the
substantially simultaneous consummation of such Acquisition (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is otherwise not consummated by the date specified
in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be,
promptly applied to satisfy and discharge all obligations of the Lead Borrower and the Subsidiaries in respect of such Indebtedness) or (y) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision)
if such Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such indebtedness (and, if the definitive agreement for such Acquisition is
terminated prior to the consummation of such Acquisition or such Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is
required to be, redeemed or otherwise satisfied and discharged promptly after such termination or such specified date, as the case may be). 

“Additional Borrower” means any Subsidiary of the Lead Borrower that becomes a Borrower pursuant to Section 10.27. 

“Additional Revolving Lender” means, at any time, any bank or other financial institution that agrees to provide any portion
of any Revolving Credit Commitment Increase pursuant to an Incremental Amendment in accordance with Section 2.14; provided that the relevant Persons under Section 10.10(b) (including those specified in the definition of
“Eligible Assignee”) shall have consented to such Additional Revolving Lender’s providing such Revolving Credit Commitment Increases, if such consent would be required under Section 10.10(b) for an assignment of Revolving Credit
Commitments to such Additional Revolving Lender. 
 “Additional Term A-1 Loan”
means a Loan that was made pursuant to Section 2.1(b) of the Original Loan Agreement. 
 “Additional Term A-2 Commitment” means, with respect to an Additional Term A-2 Lender, the commitment of such Additional Term A-2 Lender to
make an Additional Term A-2 Loan hereunder on the Amendment and Restatement Effective Date, in the amount set forth opposite such Lender’s name on Schedule 1 and made a part hereof. The aggregate amount
of the Additional Term A-2 Commitments of all Additional Term A-2 Lenders shall equal the outstanding aggregate principal amount of
Non-Exchanged Term A-1 Loans. 
 “Additional Term A-2 Lender” means a Person with an Additional Term A-2 Commitment to make Additional Term A-2 Loans to the Lead Borrower on
the Amendment and Restatement Effective Date. 

  
 2 












 “Additional Term A-2 Loan” means a
Loan that is made pursuant to Section 2.1(a) of this Agreement on the Amendment and Restatement Effective Date. 
 “Adjusted
Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be
deemed to be equal to the Floor for the purposes of this Agreement. 
 “Adjusted Term SOFR Rate” means, for any Interest
Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to
the Floor for the purposes of this Agreement. 
 “Administrative Agent” means JPMorgan Chase Bank, N.A. and its affiliates
(including J.P. Morgan Europe Limited), as contractual representative for itself and the other Lenders and any successor pursuant to Section 9.7 hereof. 

“Administrative Questionnaire” means, with respect to each Lender, an Administrative Questionnaire in a form supplied by the
Administrative Agent and duly completed by such Lender. 
 “Affected Financial Institution” means (a) any EEA
Financial Institution or (b) any UK Financial Institution. 
 “Affected Lender” is defined in Section 8.5 hereof.

 “Affiliate” means any Person directly or indirectly controlling or controlled by, or under direct or indirect common
control with, another Person. A Person shall be deemed to control another Person for the purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the
other Person, whether through the ownership of voting securities, by contract or otherwise. 
 “Agent” means the
Administrative Agent or any Co-Syndication Agent, as applicable. 
 “Agreement”
means this Loan Agreement, as the same may be amended, modified, restated, amended and restated or supplemented from time to time pursuant to the terms hereof. 

“Amendment and Restatement Effective Date” means January 7, 2022, the date on which all conditions precedent set forth
in Section 6 of Amendment No. 11 are satisfied. 
 “Amendment and Restatement Effective Date Transactions” means,
collectively, (a) the transactions contemplated by this Agreement and the other Loan Documents (including the Restatement Agreement) and (b) the payment of fees and expenses in connection with the foregoing. 

“Amendment No. 1” means Amendment No. 1 to the Amended and Restated Loan Agreement dated as of the Amendment
No. 1 Effective Date. 
 “Amendment No. 1 Effective Date” means December 23, 2022, the date on
which all conditions precedent set forth in Section 4 of Amendment No. 1 are satisfied. 
 “Anti-Corruption Laws”
means all laws, rules and regulations of any jurisdiction, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act, as amended, applicable to the Lead Borrower, the Lead
Borrower’s Subsidiaries or any Guarantor from time to time concerning or relating to bribery or corruption. 
 “Applicable
Laws” means, as to any Person, any law (including common law), statute, regulation, ordinance, rule, order, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement


  
 3 












 
enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding on such Person or any of its property or assets or to which such
Person or any of its property or assets is subject. 
 “Applicable Margin” means, with respect to any Term A-2 Loan or any Revolving Loan, on and after the Amendment and Restatement Effective Date, the applicable rate set forth below under the caption “Term A Term Benchmark Spread,” “Term A RFR
Spread,” “Term A Base Rate Spread,” “Term Benchmark Revolving Spread,” “RFR Revolving Spread” or “Base Rate Revolving Spread” based upon the corresponding corporate family ratings of the Lead Borrower
(from at least two of S&P, Moody’s and Fitch). 
  

																													
	 Corporate Family

Rating                
    
	  	Term A
Term
Benchmark
Spread	 	 	Term
Benchmark
Revolving
Spread	 	 	Term A
RFR
Spread	 	 	RFR
Revolving
Spread	 	 	Term A
Base Rate
Spread	 	 	Base Rate
Revolving
Spread	 	 	Commitment
Fee	 
	 Category 1

BBB+/Baa1/BBB+
	  	 	1.125	% 	 	 	1.125	% 	 	 	1.125	% 	 	 	1.125	% 	 	 	0.125	% 	 	 	0.125	% 	 	 	0.120	% 
	 Category 2

BBB/Baa2/BBB
	  	 	1.250	% 	 	 	1.250	% 	 	 	1.250	% 	 	 	1.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.150	% 
	 Category 3

BBB-/Baa3/BBB-
	  	 	1.375	% 	 	 	1.375	% 	 	 	1.375	% 	 	 	1.375	% 	 	 	0.375	% 	 	 	0.375	% 	 	 	0.200	% 
	 Category 4

BB+/Ba1/BB+
	  	 	1.500	% 	 	 	1.500	% 	 	 	1.500	% 	 	 	1.500	% 	 	 	0.500	% 	 	 	0.500	% 	 	 	0.250	% 
	 Category 5

BB/Ba2/BB
	  	 	1.750	% 	 	 	1.750	% 	 	 	1.750	% 	 	 	1.750	% 	 	 	0.750	% 	 	 	0.750	% 	 	 	0.300	% 
	 Category 6

< BB-/Ba3/BB-
	  	 	2.000	% 	 	 	2.000	% 	 	 	2.000	% 	 	 	2.000	% 	 	 	1.000	% 	 	 	1.000	% 	 	 	0.350	% 

 For purposes of the foregoing, (i) if the ratings established by two or more rating agencies for the Lead
Borrower shall fall within the same Category, the Applicable Margin shall be determined by reference to such Category, (ii) if none of Moody’s, S&P or Fitch shall have in effect a rating for the Lead Borrower, then the Applicable
Margin shall be based on Category 6; (iii) if only one rating agency shall have in effect a rating for the Lead Borrower, the Applicable Margin shall be determined by reference to the Category in which such rating falls, (iv) if each of
Moody’s, S&P and Fitch have a ratings in effect and the ratings established or deemed to have been established by Moody’s, S&P and Fitch for the Lead Borrower shall fall within different Categories, the Applicable Margin shall be
based on the middle of the three ratings; and (v) if only two of S&P, Moody’s and Fitch shall have in effect a rating for the Lead Borrower and such ratings shall fall within different Categories, the Applicable Margin shall be based
on the higher of the two ratings unless one of the two ratings is two or more Categories lower than the other, in which case the Applicable Margin shall be determined by reference to the Category below that of the higher of the two ratings. 

Initially the Applicable Margin shall be determined based on Category 3. Thereafter, if the ratings established or deemed to have been
established by Moody’s, S&P and Fitch for the Lead Borrower shall be changed (other than as a result of a change in the rating system of Moody’s, S&P or Fitch), such change shall be effective as of the date on which it is first
announced by the applicable rating agency. Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such
change. If the rating system of Moody’s, S&P or Fitch shall change, or if any such rating agency shall cease to be in the business of rating corporations, unless the Lead Borrower has exercised its option in the last sentence of this
paragraph with respect to such rating agency, the Lead Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or if the unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating most recently in effect prior to such change or cessation. In 

  
 4 












 
addition, the Lead Borrower shall have the right to cease maintaining ratings from one ratings agency and, upon notice of such election to the Administrative Agent, the Applicable Margin shall be
determined by reference to the ratings of the two remaining ratings agencies. 
 “Application” is defined in
Section 2.3(b) hereof. 
 “Approved Fund” means any Person (other than a natural person) that is engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity
or an Affiliate of an entity that administers or manages a Lender. 
 “Assignment and Assumption” means an assignment and
assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.10), and accepted by the Administrative Agent, in substantially the form of Exhibit G or any other form
approved by the Administrative Agent and the Lead Borrower. 
 “Attributable Debt” means, with respect to any
Sale/Leaseback Transaction, as of any date of determination, the present value (discounted at the rate set forth or implicit in the terms of the lease included in such Sale/Leaseback Transaction) of the total obligations of the lessee for rental
payments (other than amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights) during the remaining term
of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease that is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of
the Attributable Debt determined assuming termination on the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated) or the Attributable Debt determined assuming no such termination. 

“Authorized Representatives” means those persons shown on the list of officers provided by the Lead Borrower pursuant to
Section 3.2(a)(iv) of the Original Loan Agreement or on any update of any such list provided by the Lead Borrower to the Administrative Agent, or any further or different officers of the Lead Borrower so named by any Authorized Representative
of the Lead Borrower in a written notice to the Administrative Agent. 
 “Available Tenor” means, as of any date of
determination and with respect to the then-current Benchmark, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be
used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt,
any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 8.3. 

“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). 

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S.
Government Securities Business Days prior to such day (or if such day 

  
 5 












 
is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR
Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the
Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the
Base Rate is being used as an alternate rate of interest pursuant to Section 8.3 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 8.3(c)), then the Base Rate shall be the greater of
clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00%
for purposes of this Agreement. 
 “Base Rate Loan” means a Term Loan or Revolving Loan bearing interest based on the Base
Rate. 
 “Benchmark” means, initially, with respect to any (i) RFR Loan, the Daily Simple SOFR or (ii) Term
Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFR Rate, as applicable, or the then-current Benchmark,
then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 8.3. 

“Benchmark Replacement” means, for any Available Tenor, the sum of: (a) the alternate benchmark rate that has been
selected by the Administrative Agent and the Lead Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate
or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated
syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment. 
 If the Benchmark Replacement as
determined pursuant to the above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. 

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted
Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive
or negative value or zero) that has been selected by the Administrative Agent and the Lead Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for
calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any
evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
dollar-denominated syndicated credit facilities at such time. 
 “Benchmark Replacement Conforming Changes” means, with
respect to any Benchmark Replacement and/or any Term Benchmark Revolving Loan, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the
definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or
continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides after consultation with the Lead Borrower may be
appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that
adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as


  
 6 












 
the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). 

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect
to such then-current Benchmark: 
 (1)    in the case of clause (1) or (2) of the definition of “Benchmark
Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation
thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or 

(2)    in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which
such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided,
that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such
component thereof) continues to be provided on such date. 
 For the avoidance of doubt, (i) if the event giving rise to the Benchmark
Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the
“Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current
Available Tenors of such Benchmark (or the published component used in the calculation thereof). 
 “Benchmark Transition
Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark: 

(1)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the
published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time
of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); 

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

(3)    a public statement or publication of information by the regulatory supervisor for the administrator of such
Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative. 

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

  
 7 












 “Benchmark Unavailability Period” means, with respect to any Benchmark, the
period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clause (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes
hereunder and under any Loan Document in accordance with Section 8.3 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with
Section 8.3. 
 “Beneficial Ownership Certification” means a certification regarding beneficial ownership or control
as required by the Beneficial Ownership Regulation. 
 “Beneficial Ownership Regulation” means 31 C.F.R. §
1010.230. 
 “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is
subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA
or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. 

“Borrowers” means the Lead Borrower and any Additional Borrower that becomes a Borrower hereunder pursuant to
Section 10.27. 
 “Borrower Materials” has the meaning assigned to such term in Section 10.25. 

“Borrowing” means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted
from a different type into such type by the Lenders under the applicable Facility on a single date and, in the case of Term Benchmark Loans, for a single Interest Period. Borrowings of Loans are made and maintained ratably from each of the Lenders
under the applicable Facility according to their Percentages of such Facility. A Borrowing of Loans is “advanced” on the day Lenders advance funds comprising such Borrowing to a Borrower, is “continued” on the date a new Interest
Period for the same type of Loans commences for such Borrowing, and is “converted” when such Borrowing is changed from one (1) type of Loan to the other, all as requested by a Borrower pursuant to Section 2.5(a) hereof. Base Rate
Loans and Term Benchmark Loans are each a “type” of Loan. 
 “Business Day” means, any day (other than a Saturday
or Sunday) on which banks are not authorized or required to close in the State of New York; provided, however, that, in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such
RFR Loan, or any other dealings of such RFR Loan, any such day that is only a U.S. Government Securities Business Day. 
 “Capital
Lease” means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee; provided that, notwithstanding the foregoing, only those leases and obligations that would constitute
Capital Leases prior to the implementation of Accounting Standards Codification 842, Leases, will be considered to be Capital Leases for purposes of this Agreement. 

“Capitalized Lease Obligation” means, for any Person, the amount of the liability shown on the balance sheet of such Person
in respect of a Capital Lease determined in accordance with GAAP. 
 “Captive Insurance Subsidiary” means any Subsidiary of
the Lead Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof). 
 “Cash Equivalents”
means, as to any Person: (a) investments in direct obligations of the United States of America or any member of the European Union or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the
United States of America or any member of the European Union or obligations guaranteed by the United States of America or any member of the European Union or any agency thereof; provided that any such obligations shall mature within one
(1) year of the date of issuance thereof; (b) investments in commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time
neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating service) maturing 

  
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within 90 days from the date of issuance thereof; (c) investments in certificates of deposit or bankers’ acceptances issued by any Lender or by any domestic or foreign bank having
capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million in the case of non-U.S. banks which have a maturity of one (1) year or less; (d) investments
in repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (c) above;
provided that all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System; (e) marketable short-term money market or similar
securities having a rating of at least P-2 by Moody’s or A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an
equivalent rating from another nationally recognized rating service), (f) (i) Dollars, Canadian dollars, pounds, Euros or any national currency of any participating member state of the EMU; or (ii) in the case of any Foreign Subsidiary or
any jurisdiction in which the Lead Borrower and the Subsidiaries conduct business, such local currencies held by it from time to time in the ordinary course of business and (g) investments in money market funds that invest at least 90.0% of
their assets in investments of the type described in the immediately preceding clauses (a) through (f) above. In the case of investments by any Foreign Subsidiary or investments made in a country outside the United States of America, Cash
Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (g) above of foreign obligors, which investments or obligors (or the parents of such obligors) have ratings described in such clauses
or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing
investments in clauses (a) through (g) and in this sentence. 
 “Cash Management Services” means treasury, depository,
overdraft, credit or debit card, including noncard payables services, purchase card, electronic funds transfer, automated clearing house fund transfer services and other cash management services. 

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code. 

“CFC Holdco” means any Domestic Subsidiary with no material assets other than equity interests of one or more Foreign
Subsidiaries that are CFCs. 
 A “Change of Control” shall be deemed to have occurred if any “person” or
“group” (as such terms (and each other reference thereto in this clause) are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such Person and its subsidiaries, and any
Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than 35.00% of outstanding Voting Stock of the Lead Borrower. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control
if (x) the Lead Borrower becomes a direct or indirect wholly-owned Subsidiary of another Person and (y) (i) the shares of the Lead Borrower’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted
into or exchanged for, a majority of the Voting Stock of such Person immediately after giving effect to such transaction or (ii) immediately following that transaction, no Person (other than a Person satisfying the requirements of this
sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Voting Stock of such Person. 

“changed date” shall have the meaning assigned to such term in the definition of the term “Fiscal Quarter End
Date.” 
 “Charges” means any charge, expense, cost, accrual or reserve of any kind. 

“Class” means (a) with respect to Lenders, each of the following classes of Lenders: (i) Lenders having Term A-2 Loan Commitments or outstanding Term A-2 Loans or (ii) Lenders having Revolving Exposure and (b) with respect to Loans, each of the following classes of Loans:
(i) Term A-2 Loans and (ii) Revolving Loans. 
 “Closing Date” means
April 29, 2016. 

  
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 “CME Term SOFR Administrator” means CME Group Benchmark Administration
Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator). 
 “Co-Syndication Agents” means, collectively, JPMorgan Chase Bank, N.A., Bank of America, N.A., BNP Paribas Securities Corp., Citibank, N.A., HSBC Securities (USA) Inc., Mizuho Bank, Ltd., MUFG Bank, Ltd.,
PNC Bank, National Association, Royal Bank of Canada, Sumitomo Mitsui Banking Corporation, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC. 

“Code” means the Internal Revenue Code of 1986. 

“Collateral Account” is defined in Section 7.4(b) hereof. 

“Commitment Fee” is defined in Section 2.13(a) hereof. 

“Commitments” means, with respect to any Lender, such Lender’s applicable Revolving Credit Commitment and/or Term A-2 Loan Commitment. 
 “Commodity Exchange Act” means the Commodity Exchange Act (7
U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. 
 “Compliance Certificate” means
the Compliance Certificate to be delivered pursuant to Section 6.1(e) hereof, substantially in the form of Exhibit F hereof. 

“Consolidated Adjusted EBITDA” means, for any period, the Consolidated Net Income for such period, plus: 

(a)    without duplication and to the extent already deducted (and not added back) in arriving at such
Consolidated Net Income (other than in the case of clause (xii) below), the sum of the following amounts for such period: 

(i)     interest expense (including, to the extent deducted and not added back in computing Consolidated
Net Income, (A) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (B) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’
acceptances, (C) non-cash interest payments, (D) the interest component of Capitalized Lease Obligations, (E) net payments, if any, made (less net amounts, if any, received) pursuant to interest
rate hedging obligations with respect to Indebtedness, (F) amortization or write-off of deferred financing fees, debt issuance costs, commissions, fees and expenses, including commitment, letter of credit
and administrative fees and charges with respect to Indebtedness permitted to be incurred hereunder and (G) any expensing of bridge, commitment and other financing fees), after giving effect to the impact of interest rate risk hedging, and, to
the extent not reflected in such interest expense, unused line fees and letter of credit fees payable hereunder, 

(ii)     provision for taxes based on income, profits or capital, including federal, foreign, state,
franchise, excise and similar taxes paid or accrued during such period (including in respect of repatriated funds), 

(iii)    depreciation and amortization, including amortization of intangible assets established through
purchase accounting and amortization of deferred financing fees or costs (which shall include, without duplication, payments by the Lead Borrower or the Subsidiaries to Flash Partners Ltd., Flash Alliance Ltd., Flash Forward Ltd. or any other joint
venture with Toshiba Corporation or Toshiba Memory Corporation (or any of their Affiliates) with respect to the Lead Borrower or a Subsidiary’s 50% (or other) share of such joint venture’s expense related to equipment depreciation), 

  
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 (iv)    any Charges (other than depreciation or
amortization expense) related to any equity offering, investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness (including a refinancing or amendment, waiver or other modification thereof) (whether or not
successful), including in connection with the Transactions (as defined in the Original Loan Agreement), 

(v)     Non-Cash Charges, 

(vi)    (A) extraordinary Charges and (B) unusual or nonrecurring Charges, in each case, to the extent
not of a type described in clause (viii), 
 (vii)    [reserved], 

(viii)    Charges attributable to the undertaking and/or implementation of cost savings initiatives,
operating expense reductions and other restructuring, integration or transformational charges (including inventory optimization expenses, business optimization expenses, transaction costs and costs related to the opening, closure, consolidation or
separation of facilities and curtailments, costs related to entry into new markets, consulting fees, recruiter fees, signing costs, retention or completion bonuses, transition costs, relocation costs, severance payments, and modifications to pension
and post-retirement employee benefit plans); provided that amounts added back pursuant to this clause (viii), together with any amounts added back pursuant to clause (xii) below and the amount of any Pro Forma Adjustment to Consolidated
Adjusted EBITDA for such period, shall not exceed the greater of $500 million and 15% of Consolidated Adjusted EBITDA for such period (calculated prior to giving effect to any such add-back), 

(ix)    the amount of any minority interest expense consisting of subsidiary income attributable to
minority Equity Interests of third parties in any non-Wholly-owned Subsidiary, 

(x)     [reserved], 

(xi)    [reserved], 

(xii)    expected cost savings, operating expense reductions, restructuring charges and expenses and
synergies (net of the amount of actual amounts realized) reasonably identifiable and factually supportable and reasonably anticipated to be realized within 18 months of the date thereof (in the good faith determination of the Lead Borrower) related
to permitted asset sales, acquisitions, investments, dispositions, operating improvements, restructurings, cost savings initiatives and certain other similar initiatives and specified transactions conducted after the Amendment and Restatement
Effective Date; provided that amounts added back pursuant to this clause (xii), together with any amounts added back pursuant to clause (viii) above and the amount of any Pro Forma Adjustment to Consolidated Adjusted EBITDA for such
period, shall not exceed the greater of $500 million and 15% of Consolidated Adjusted EBITDA for such period (calculated prior to giving effect to any such add-back), 

(xiii)    transaction fees, costs and expenses incurred to the extent reimbursable by third parties
pursuant to indemnification provisions or insurance; provided that the Lead Borrower in good faith expects to receive reimbursement for such fees, costs and expenses within the next four (4) fiscal quarters (it being understood that to
the extent not actually received within such fiscal quarters, such reimbursement amounts shall be deducted in calculating Consolidated Adjusted EBITDA at the end of such four fiscal quarter period), 

(xiv)    earn-out obligations incurred in connection with any
Acquisitions or other investment and paid or accrued during the applicable period and on similar acquisitions, and 

  
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 (xv)    casualty or business interruption insurance in
an amount representing the losses for the applicable period that such proceeds are intended to replace (whether or not yet received so long as the Lead Borrower in good faith expects to receive the same within the next four (4) fiscal quarters
(it being understood that to the extent not actually received within such fiscal quarters, such proceeds shall be deducted in calculating Consolidated Adjusted EBITDA for such fiscal quarters in the future)); less 

(b)    without duplication and to the extent included in arriving at such Consolidated Net Income, the sum
of the following amounts for such period: 
 (i)     extraordinary gains and unusual or non-recurring gains, and 
 (ii)    
non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated
Adjusted EBITDA in any prior period); provided, in each case, that, if any non-cash gain represents an accrual or asset for future cash items in any future period, the cash payment in respect thereof
shall in such future period be added to Consolidated Adjusted EBITDA for such period to the extent excluded from Consolidated Adjusted EBITDA in any prior period, 

(c)    increased or decreased by (without duplication): 

(i)     any net gain or loss resulting in such period from Hedging Obligations and the application of
Accounting Standards Codification Topic 815 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable, 

(ii)     any net gain or loss resulting in such period from currency translation gains or losses related to
currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk), 

(iii)    any effects of purchase accounting adjustments (including the effects of such adjustments pushed
down to such person and such Subsidiaries) in amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or
write-off of any amounts thereof, net of Taxes, and 

(iv)    any adjustments resulting from the application of Accounting Standards Codification Topic 460,
Guarantees, or any comparable regulation, 
 in each case, as determined on a consolidated basis for the Lead Borrower and its Subsidiaries in accordance
with GAAP. 
 “Consolidated Net Income” means, for any period, the net income (loss) attributable to the Lead Borrower and
its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) the cumulative effect of a change in accounting principles during such period to the extent included in net income
(loss), (b) accruals and reserves that are established or adjusted as a result of the Transactions (as defined in the Original Loan Agreement) in accordance with GAAP or changes as a result of the adoption or modification of accounting policies
during such period, (c) the income (or loss) of any Person in which any other Person has an ownership interest, except to the extent of the amount of dividends or other distributions actually paid to the Lead Borrower or any of its Subsidiaries
by such Person during such period, (d) the income of any Subsidiary of the Lead Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is subject to an absolute prohibition
during such period by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary (other than any prohibition that has been waived or otherwise
released), except to the extent of the amount of dividends or other distributions actually paid by such Subsidiary to the Lead Borrower or any other Subsidiary 

  
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that is not subject to such prohibitions, (e) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Lead Borrower or is merged into or consolidated with
the Lead Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Lead Borrower or any of its Subsidiaries (except as provided in the definition of “Pro Forma Basis”), (f) after tax gains or Charges (less
all fees and expenses chargeable thereto) attributable to any asset dispositions outside the ordinary course of business (including asset retirement costs) or of returned surplus assets of any employee benefit plan, (g) any net gains or Charges
with respect to (i) disposed, abandoned, divested and/or discontinued assets, properties or operations (other than assets, properties or operations pending the disposal, abandonment, divestiture and/or termination thereof) and
(ii) facilities that have been closed during such period, (h) any net income or loss (less all fees and expenses or charges related thereto) attributable to the early extinguishment of Indebtedness, hedging obligations or other derivative
instruments and (i) any write-off or amortization made in such period of deferred financing costs and premiums paid or other expenses incurred directly in connection with any early extinguishment of
Indebtedness. 
 “Consolidated Net Tangible Assets” means the Lead Borrower’s Consolidated Total Assets, less net
goodwill and other intangible assets, less total current liabilities, all as shown on the most recently prepared consolidated balance sheet of the Lead Borrower as of the end of the most recent fiscal quarter for which such balance sheet is
available, prepared on a consolidated basis in accordance with GAAP and after giving pro forma effect to any acquisitions or dispositions which occur after such balance sheet date. 

“Consolidated Total Assets” means, at any time, all assets that would, in conformity with GAAP, be set forth under the
caption “total assets” (or any like caption) on a consolidated balance sheet of the Lead Borrower and the Subsidiaries at such date. 

“Contingent Obligation” means as to any Person, any obligation of such Person guaranteeing any Indebtedness (“primary
obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such
primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such
Person in good faith. 
 “Controlled Group” means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) or of an affiliated service group under common control which, together with the Lead Borrower, are treated as a single employer under Section 414 of the Code. 

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

“Covenant Relief Period” means the period from the Amendment No. 1 Effective Date until the date the financial
statements for the fiscal quarter ending September 27, 2024 are required to be delivered pursuant to Section 6.1(a). 

“Credit Extension” means the advancing of any Loan or the issuance or extension of, or increase in the amount of, any Letter
of Credit. 
 “Daily Simple SOFR” means, for any day (a “SOFR
Rate Day”), a rate per annum equal SOFR for the day that is five (5) U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such
SOFR Rate Day is not a U.S. Government Securities 

  
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Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR
Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Lead Borrower. 

“Damages” means all damages including, without limitation, punitive damages, liabilities, costs, expenses, losses, judgments,
diminutions in value, fines, penalties, demands, claims, cost recovery actions, lawsuits, administrative proceedings, orders, response action, removal and remedial costs, compliance costs, investigation expenses, consultant fees, attorneys’ and
paralegals’ fees and litigation expenses. 
 “Default” means any event or condition the occurrence of which would,
with the passage of time or the giving of notice, or both, constitute an Event of Default. 
 “Default Excess” has the
meaning provided in Section 2.8(d) hereof. 
 “Defaulting Lender” means any Lender that (a) has failed to fund
any portion of the Loans or participations in Reimbursement Obligations required to be funded by it hereunder within three (3) Business Days of the date required to be funded by it hereunder unless such failure has been cured, unless such
Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not
been satisfied, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good
faith dispute or unless such failure has been cured, (c) has notified the Lead Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its
funding obligations hereunder or generally under other agreements in which it commits to extend credit unless such Lender notifies the Administrative Agent in writing or such public statement that such failure is the result of such Lender’s
good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (d) has failed, within three (3) Business Days after request by the
Administrative Agent, to confirm to the Administrative Agent in a reasonably satisfactory manner that it will comply with its funding obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (d) upon
receipt by the Administrative Agent of such written confirmation) or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a bankruptcy or insolvency proceeding, (ii) had a receiver, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to,
approval of or acquiescence in any such proceeding or appointment or (iv) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of
clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.18) upon delivery of written notice of such determination to the Lead
Borrower, the Lenders and the L/C Issuer. 
 “Departing Administrative Agent” is defined in Section 9.7 hereof. 

“Dollars” and “$” each means the lawful currency of the United States of America. 

“Domestic Subsidiary” means each Subsidiary of the Lead Borrower that is organized under the Applicable Laws of the United
States, any state thereof, or the District of Columbia. 
 “EEA Financial Institution” means (a) any credit
institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause
(a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with
its parent. 

  
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 “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. 

“Electronic Signature” means an electronic 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, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of, a natural person) approved in writing by (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Credit Commitment, the L/C Issuers, and (iii) unless an Event of Default has occurred and is
continuing under Section 7.1(a), (j) or (k) hereof, the Lead Borrower (each such approval not to be unreasonably withheld or delayed); provided that, notwithstanding the foregoing, (A) “Eligible Assignee” shall not include
(x) any Prohibited Lenders, (y) any natural person or any holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (z) except to the extent provided in
Section 10.10(h), the Lead Borrower or any Subsidiary or Affiliate of the Lead Borrower and (B) in the case of assignments of Revolving Credit Commitments or Revolving Exposure, no Person shall be an Eligible Assignee pursuant to clause
(a), (b) or (c) above unless such Person is, or is an Affiliate or an Approved Fund of, an existing Lender under the Revolving Facility. 

“EMU” means the economic and monetary union as contemplated in the Treaty on European Union. 

“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, land surface, sediments, and
subsurface strata and natural resources such as wetlands, flora and fauna. 
 “Environmental Claim” means any
investigation, written notice, violation, written demand, written allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising
pursuant to, or in connection with (a) an actual or alleged violation of, any Environmental Law, (b) from any actual or threatened abatement, removal, remedial, corrective or response action in connection with the Release of Hazardous
Material, (c) an order of a Governmental Authority under Environmental Law or (d) from any actual or alleged damage, injury, threat or harm to human health or safety as it relates to exposure to Hazardous Materials or the Environment. 

“Environmental Law” means any current or future Applicable Law pertaining to (a) the protection of the Environment, or
health and safety as it relates to exposure to Hazardous Materials or (b) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, Release, threatened Release, abatement, removal, remediation or
handling of, or exposure to, any Hazardous Material. 
 “Environmental Liability” means any liability, claim, action, suit,
agreement, judgment or order arising under or relating to any Environmental Law for any damages, injunctive relief, losses, fines, penalties, fees, expenses (including reasonable fees and expenses of attorneys and consultants) or costs, whether
contingent or otherwise, including those directly or indirectly resulting from or relating to: (a) any actual or alleged violation of any Environmental Law or permit, license or approval issued thereunder, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threat of Release of any Hazardous Materials or (e) any contract or written agreement
pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
 “Equity Interests” means any and
all shares, interests, participations or other equivalents (however designated) of capital stock or in the share capital of a corporation or company, any and all equivalent ownership interests 

  
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in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to
acquire any of the foregoing, but excluding any debt security that is convertible into, or exchangeable for, any of the foregoing. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto. 

“ERISA Event” means any one or more of the following: (a) the failure to make a required contribution to any Single
Employer Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance; (b) a
Reportable Event with respect to any Single Employer Plan; (c) the filing of a notice of intent to terminate any Single Employer Plan, if such termination would require material additional contributions in order to be considered a standard
termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Single Employer Plan or the termination of any Single Employer Plan under Section 4041(c) of
ERISA; (d) the institution by the PBGC of proceedings to terminate a Single Employer Plan pursuant to Section 4042 of ERISA; or (e) the complete or partial withdrawal of Buyer or its Subsidiaries or any Controlled Group member from a
Multiemployer Plan. 
 “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. 

“Euro” or “€” means the official lawful currency of the participating member states of the EMU. 

“Event of Default” means any event or condition identified as such in Section 7.1 hereof. 

“Excess Interest” is defined in Section 10.18 hereof. 

“Exchanged Term A-1 Loans” means each Term
A-1 Loan extended under the Original Loan Agreement (or portion thereof) and held by a Rollover Term A-1 Lender on the Amendment and Restatement Effective Date
immediately prior to the extension of credit hereunder on the Amendment and Restatement Effective Date and as to which the Rollover Term A-1 Lender thereof has consented to exchange into a Term A-2 Loan and the Administrative Agent has allocated into a Term A-2 Loan. 

“Excluded Subsidiary” means (a) any Subsidiary that is prohibited by any applicable law, rule or regulation or by any
contractual obligation existing on the Amendment No. 1 Effective Date (or, if later, the date of the acquisition of such Subsidiary and not incurred in contemplation of such acquisition) from guaranteeing the Obligations (only to the extent
such prohibition is applicable and not rendered ineffective) or would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such guarantee, (b) any Foreign Subsidiary, (c) any CFC
Holdco or any Subsidiary of a Foreign Subsidiary that is a CFC, (d) any Subsidiary that is not a Material Subsidiary, (e) any Receivables Financing Subsidiary, (f) any Captive Insurance Subsidiary, (g) any not-for-profit subsidiary, (h) any Subsidiary that is not a Wholly-owned Subsidiary, and (i) any other Subsidiary with respect to which the cost or other
consequences (including any adverse tax consequences) of guaranteeing the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom as reasonably determined by the Administrative Agent and the Lead Borrower. 

“Excluded Taxes” means, with respect to the Administrative Agent and each Lender, (i) any Taxes imposed on or measured
by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case imposed as a result of the Administrative Agent or such Lender, as applicable, being organized or having its principal executive office (or, in the case of
a Lender, its applicable Lending Office) located in, such jurisdiction (or any political subdivision thereof), or as a result of any other present or former connection between the Administrative Agent or such Lender, as applicable, and such
jurisdiction (or any political subdivision thereof), other than a connection arising from executing, delivering, entering into, performing its obligations under, receiving payments under, receiving or perfecting a security interest under, engaging
in any other transaction pursuant to, or enforcing any Loan Document, or selling or assigning an interest in any Loan or Loan Document, (ii) any Taxes attributable to a Lender’s failure to comply with Section 10.1(c), (iii) in the
case of a Lender (other than a Lender becoming a party hereto 

  
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pursuant to the Lead Borrower’s request under Section 8.5), any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender pursuant to a law in
effect at the time such Lender becomes a party to this Agreement (or designates a new Lending Office), except to the extent such Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Lending Office (or
assignment), to receive additional amounts or indemnification under Section 10.1, or (iv) any U.S. federal withholding Taxes imposed under FATCA. 

“Existing Letters of Credit” is defined in Section 2.3(a) hereof. 

“Extended Revolving Credit Commitment” is defined in Section 2.15(a)(ii) hereof. 

“Extended Revolving Loans” is defined in Section 2.15(a)(ii) hereof. 

“Extended Term A Loans” means any Term A-2 Loans extended pursuant to an Extension.

 “Extended Term Loans” is defined in Section 2.15(a)(iii) hereof. 

“Extension” is defined in Section 2.15(a) hereof. 

“Extension Offer” is defined in Section 2.15(a) hereof. 

“Facility” means any of the Revolving Facility and any Term Facility. 

“FATCA” means Sections 1471-1474 of the Code, as of the Closing Date (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), and any current or future Treasury Regulations promulgated thereunder or official guidance or interpretations issued pursuant thereto and any agreement entered into pursuant
to Section 1471(b)(1) of the Code as of the Closing Date (or any amended or successor version described above), any intergovernmental agreement implementing such sections of such Code, and any fiscal or regulatory legislation, rules or
practices adopted implementing such intergovernmental agreement. 
 “Federal Funds Rate” means, for any day, the rate
calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business
Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Rate as so determined would be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement. 

“Final Revolving Termination Date” means, as at any date, the latest to occur of (a) the Revolving Credit Termination
Date and (b) the latest termination date in respect of any outstanding Extended Revolving Credit Commitments. 
 “Fiscal
Quarter End Date” means the last day of each fiscal quarter of the Lead Borrower, which shall be April 1, 2022, July 1, 2022, September 30, 2022, December 30, 2022, March 31, 2023, June 30, 2023,
September 29, 2023, December 29, 2023, March 29, 2024, June 28, 2024, September 27, 2024, December 27, 2024, March 28, 2025, June 27, 2025, October 3, 2025, January 2, 2026, April 3, 2026,
July 3, 2026, October 2, 2026, and January 1, 2027; provided that in each case if such day is not a Business Day, the Fiscal Quarter End Date shall be the immediately preceding Business Day; provided, further, that if the Lead
Borrower changes the last day of any fiscal quarter to a date (a “changed date”) on or about the date specified above (a “specified date”), such changed date shall be deemed to be the Fiscal Quarter End Date with
respect to such specified date. 
 “Fitch” means Fitch, Inc. 

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement,
the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as applicable. For the avoidance of doubt the initial Floor for each of Adjusted Term SOFR Rate and
Adjusted Daily Simple SOFR shall be 0%. 

  
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 “Foreign Subsidiary” means each Subsidiary of the Lead Borrower that is not
a Domestic Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States of America, as in
effect from time to time. 
 “Governmental Authority” means the government of the United States of America, any other
nation or any political subdivision thereof, whether federal, state, provincial, territorial, local or otherwise, 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). 

“Guarantor” is defined in Section 4.3 hereof. 

“Guarantee Date” is defined in Section 9.12 hereof. 

“Guarantee Documents” means: 

(i)    a Guaranty duly executed by each Guarantor; 

(ii)    legal opinions of counsel to the Loan Parties reasonably requested by the Administrative Agent,
addressed to the Administrative and the Lenders in form reasonably satisfactory to the Administrative Agent; 

(iii)    with respect to each Guarantor: 

(A)    copies of the certificate of formation, certificate of incorporation, certificate of organization,
operating agreement, articles of incorporation, memorandum and articles of association and bylaws, as applicable (or comparable organizational documents) of such Guarantor and any amendments thereto, certified in each instance by its Director,
Secretary, Assistant Secretary or Chief Financial Officer and, with respect to organizational documents filed with a Governmental Authority, by the applicable Governmental Authority; 

(B)    copies of resolutions of the board of directors, manager or similar governing body of such Guarantor
approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, together with specimen signatures of the persons authorized to execute such documents on each Loan Party’s behalf, all certified as
of the Guarantee Date, in each instance by a Director, Secretary, Assistant Secretary, Chief Executive Officer, Chief Financial Officer or any other Responsible Officer as being in full force and effect without modification or amendment; 

(C)    copies of the certificates of good standing (if available) for such Guarantor from the office of the
secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization, as applicable; 

(iv)    all documentation and other information regarding each Guarantor required by bank regulatory
authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender; and 

(v)    such other documents as the Administrative Agent may reasonably request. 

“Guarantee Event” means any day during the Covenant Relief Period on which the Lead Borrower’s corporate family rating
shall be less than the following from at least two of the following three ratings agencies: (x) Baa3 from Moody’s, (y) BBB- from S&P and (z) BBB-
from Fitch. 
 “Guarantee Period” is defined in Section 9.12 hereof. 

  
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 “Guarantee Termination Date” means any Business Day following the Guarantee
Date on which (a) the Lead Borrower has achieved a corporate family rating equal to or higher than the following from at least two of the following three ratings agencies: (i) at least Baa3 from Moody’s, (ii) at least BBB- from S&P and (iii) at least BBB- from Fitch, (b) the Administrative Agent shall have received a certificate from a Responsible Officer of the Lead Borrower
certifying as to the satisfaction (or concurrent satisfaction) of the foregoing and (c) no Default or Event of Default has occurred and is continuing. 

“Guarantee Termination Period” is defined in Section 9.12 hereof. 

“Guaranty” is defined in Section 4.3 hereof. 

“Guaranty Supplement” means an assumption and supplement to the Guaranty Agreement. 

“Hazardous Material” means any (a) asbestos, asbestos-containing materials, polychlorinated biphenyls and petroleum
(including crude oil or any fraction thereof) and (b) any substance, waste or material classified or regulated as “hazardous,” “toxic,” “contaminant” or “pollutant” or words of like import pursuant to any
Environmental Law. 
 “Hedge Agreement” means any interest rate, currency or commodity swap agreements, cap agreements,
collar agreements, floor agreements, exchange agreements, forward contracts, option contracts or similar interest rate or currency or commodity arrangements or precious metal hedging arrangements. 

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under Hedge Agreements. 

“Immaterial Subsidiary” has the meaning set forth in the definition of “Material Subsidiary.” 

“Incremental Amendment” is defined in Section 2.14(a) herein. 

“Incremental Facility” means the commitments (if any) of Additional Revolving Lenders to make Incremental Revolving Loans in
respect of any Revolving Credit Commitment Increase and the Incremental Revolving Loans in respect thereof. 
 “Incremental
Revolving Loans” means any revolving loans made under any Revolving Credit Commitment Increase. 
 “Incremental Term A-1 Loan” means a Loan that was made pursuant to Section 2.1(c) of the Original Loan Agreement. 

“Indebtedness” means for any Person (without duplication): 

(a)    all indebtedness of such Person for borrowed money, whether current or funded, or secured or
unsecured, 
 (b)    all indebtedness for the deferred purchase price of Property, 

(c)    all indebtedness secured by a purchase money mortgage or other Lien to secure all or part of the
purchase price of Property subject to such mortgage or Lien, 
 (d)    all obligations under leases which
shall have been or must be, in accordance with GAAP, recorded as Capital Leases in respect of which such Person is liable as lessee, 

(e)    any liability in respect of banker’s acceptances or letters of credit, 

  
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 (f)    any indebtedness of another Person, whether or
not assumed, of the types described in clauses (a) through (c) above or clauses (g) and (h) below, secured by Liens on Property acquired by the Lead Borrower or its Subsidiaries at the time of acquisition thereof, 

(g)    [reserved], and 

(h)    all Contingent Obligations in respect of indebtedness of the types described in clauses
(a) through (g) hereof, 
 provided that the term “Indebtedness” shall not include (i) trade payables and accrued expenses
arising in the ordinary course of business, (ii) any earn-out obligation in connection with an Acquisition except to the extent that the amount payable pursuant to such earnout becomes payable,
(iii) prepaid or deferred revenue arising in the ordinary course of business, (iv) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warrants or other
unperformed obligations of the seller of such asset and (v) any leases or guarantees of leases, in each case that is not a Capital Lease, including of joint ventures. The amount of Indebtedness of any person for purposes of clause
(f) above shall (unless such indebtedness has been assumed by such person or is otherwise recourse to such person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such indebtedness and (B) the fair market
value of the property encumbered thereby. 
 “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed
on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes. 

“Information” has the meaning provided in Section 10.23. 

“Interest Period” means, with respect to Term Benchmark Loans, the period commencing on the date a Borrowing of Term
Benchmark Loans is advanced, continued or created by conversion and ending 1 or 3 months thereafter (as selected by the applicable Borrowers); provided, however, that: 

(i)     whenever the last day of any Interest Period would otherwise be a day that is not a Business Day,
the last day of such Interest Period shall be extended to the next succeeding Business Day; and 

(ii)     a month means a period starting on one (1) day in a calendar month and ending on the
numerically corresponding day in the next calendar month; provided, however, that, if there is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins on the last
Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end. 

“IRS” means the United States Internal Revenue Service. 

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

“Joint Lead Arrangers” means, collectively, JPMorgan Chase Bank, N.A., BofA Securities Inc., BNP Paribas Securities Corp.,
Citibank, N.A., HSBC Securities (USA) Inc., Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, Royal Bank of Canada, Sumitomo Mitsui Banking Corporation, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities,
LLC. 
 “L/C Backstop” means, in respect of any Letter of Credit, (a) a letter of credit delivered to the L/C Issuer
which may be drawn by the L/C Issuer to satisfy any obligations of a Borrower in respect of such Letter of Credit or (b) cash or Cash Equivalents deposited with the “L/C Issuer” to satisfy any obligation of a Borrower in respect of
such Letter of Credit, in each case, in an amount not to exceed 101.00% of the undrawn face amount and any unpaid 

  
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Reimbursement Obligations with respect to such Letter of Credit and on terms and pursuant to arrangements (including, if applicable, any appropriate reimbursement agreement) reasonably
satisfactory to the respective L/C Issuer. 
 “L/C Disbursement” means a payment or disbursement made by an L/C Issuer
pursuant to a Letter of Credit. 
 “L/C Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of
all outstanding Letters of Credit at such time plus (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed by or on behalf of a Borrower at such time. The L/C Exposure of any Lender at any time shall be its
Revolver Percentage of the total L/C Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of
Rule 3.13 or 3.14 of the ISP or Article 36 of the UCP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any
time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in
effect at such time. 
 “L/C Issuer” means each of (a) JPMorgan Chase Bank, N.A., with respect to up to $44,350,000 of
Letters of Credit, (b) Bank of America, N.A., with respect to up to $44,350,000 of Letters of Credit, (c) Royal Bank of Canada, with respect to up to $37,100,000 of Letters of Credit (provided that it shall only be required to issue
standby letters of credit), (d) Wells Fargo Bank, National Association, with respect to up to $37,100,000 of Letters of Credit (e) Mizuho Bank, Ltd, with respect to up to $37,100,000 of Letters of Credit, (f) with respect to the Existing
Letters of Credit, MUFG Bank, Ltd., in each case, acting through any of its Affiliates or branches, and (g) and any other L/C Issuer designated pursuant to Section 2.3(j) in each case in its capacity as an L/C Issuer, and its successors in
such capacity as provided in Section 2.3(i). An L/C Issuer may, in its discretion, arrange for one (1) or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case the term L/C Issuer shall include any such
Affiliates with respect to Letters of Credit issued by such Affiliate. 
 “L/C Obligations” means the aggregate undrawn
face amounts of all outstanding Letters of Credit and all unpaid Reimbursement Obligations. 
 “L/C Sublimit” means
$200.0 million, as reduced pursuant to the terms hereof. 
 “Lead Borrower” is defined in the introductory paragraph
of this Agreement. 
 “Lead Borrower SEC Documents” means all reports, schedules, forms, proxy statements,
prospectuses (including prospectus supplements), registration statements and other information filed by the Lead Borrower with the U.S. Securities and Exchange Commission or furnished by the Lead Borrower to the U.S. Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934. 
 “Lenders” means the several banks and other financial
institutions and other lenders from time to time party to this Agreement (excluding Prohibited Lenders), including each assignee Lender pursuant to Section 10.10 hereof. 

“Lending Office” is defined in Section 8.6 hereof. 

“Letter of Credit” is defined in Section 2.3(a) hereof. 

“Letter of Credit Commitment” has the meaning set forth in Section 2.3 hereof. 

  
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 “Letter of Credit Usage” means, as at any date of determination, the sum of
(i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by the L/C
Issuer and not theretofore reimbursed by or on behalf of a Borrower. 
 “Leverage Ratio” means, as of the date of
determination thereof, the ratio of Total Funded Debt of the Lead Borrower and its Subsidiaries as of such date to Consolidated Adjusted EBITDA for the period of four (4) fiscal quarters then ended. 

“Lien” means, with respect to any Property, any deed of trust, mortgage, lien, security interest, pledge, charge or
encumbrance in the nature of security in respect of such Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement; provided that in no event shall a lease that is
not a Capital Lease be deemed to constitute a Lien. 
 “Liquidity” means the aggregate amount of cash and Cash Equivalents
of the Lead Borrower and its Subsidiaries, excluding cash and Cash Equivalents which are listed as “restricted” on the consolidated balance sheet of the Lead Borrower, plus availability under the Revolving Facility, less the aggregate
principal amount of Indebtedness incurred pursuant to clause (a) of the definition thereof (but excluding any intercompany Indebtedness) of the Lead Borrower and its Subsidiaries that matures within 12 months of the relevant date of
determination, excluding the 2024 Convertible Notes and Priority Debt that exists on the Amendment No. 1 Effective Date and that is listed on Schedule 6.17. 

“Loan” means any Revolving Loan, Term Loan, any loan issued under any Incremental Facility, any Extended Revolving Loan or
Extended Term Loan, any loan issued pursuant to the final paragraph of Section 10.11(a) hereof or any Refinancing Term Loans or Loans under any Replacement Revolving Facility. 

“Loan Documents” means this Agreement, the Guaranty (solely during a Guarantee Period (or if the Guaranty is otherwise in
effect at the Lead Borrower’s option)), and, other than for purposes of Section 10.11, the Notes (if any), the Letters of Credit and Amendment No. 1. 

“Loan Parties” means the Borrowers and each Guarantor (solely during a Guarantee Period (or if the Guaranty is otherwise in
effect at the Lead Borrower’s option)). 
 “Material Adverse Effect” means (a) a material adverse effect upon the
business, assets, financial condition or results of operations, in each case, of the Lead Borrower and its Subsidiaries taken as a whole, or (b) a material adverse effect upon the rights and remedies, taken as a whole, of the Administrative
Agent and the Lenders under any Loan Document. 
 “Material Indebtedness” means Indebtedness (other than the Obligations),
of any one (1) or more of the Lead Borrower and the Subsidiaries in an aggregate principal amount exceeding $500 million. 

“Material Plan” is defined in Section 7.1(h) hereof. 

“Material Subsidiary” means and includes (i) each Subsidiary (other than an Excluded Subsidiary), except any Subsidiary
that does not have (together with its Subsidiaries) at any time, Consolidated Total Assets the book value of which constitutes more than 5.00% of the book value of the Consolidated Total Assets of the Lead Borrower and its Subsidiaries at such time
(any such Subsidiary, an “Immaterial Subsidiary” and all such Subsidiaries, the “Immaterial Subsidiaries”; provided that at no time shall the book value of the Consolidated Total Assets of all Immaterial
Subsidiaries equal or exceed 10.00% of the book value of the Consolidated Total Assets of the Lead Borrower and its Subsidiaries and (ii) each Subsidiary that the Lead Borrower has designated to the Administrative Agent in writing as a Material
Subsidiary. 
 “Maximum Rate” is defined in Section 10.18 hereof. 

“Minimum Extension Condition” is defined in Section 2.15(b) hereof. 

  
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 “Moody’s” means Moody’s Investors Service, Inc. 

“Multiemployer Plan” means any “employee pension benefit plan” covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one (1) employer makes contributions and to which a member of the Controlled
Group (including the Lead Borrower) is then making or accruing an obligation to make contributions or has within the preceding five (5) plan years made contributions. 

“Non-Cash Charges” means (a) any impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities pursuant to GAAP, (b) all
non-cash losses from investments recorded using the equity method, (c) all Non-Cash Compensation Expenses, (d) the
non-cash impact of purchase or recapitalization accounting and (e) all other non-cash charges (provided that, in each case, if any non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA to such
extent, and excluding amortization of a prepaid cash item that was paid in a prior period). 

“Non-Cash Compensation Expense” means any
non-cash expenses and costs that result from the issuance of stock-based awards, limited liability company or partnership interest-based awards and similar incentive-based compensation awards or arrangements.

 “Non-Consenting Lender” is defined in Section 8.5 hereof. 

“Non-Exchanged Term A-1 Loan” means each Term
A-1 Loan extended pursuant to the Original Loan Agreement (or portion thereof) other than an Exchanged Term A-1 Loan. 

“Note” and “Notes” is defined in Section 2.12(d) hereof. 

“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. on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further,
that if any of the aforesaid rates 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.

 “Obligations” means all obligations of the Borrowers to pay principal and interest on the Loans, all Reimbursement
Obligations owing under the Applications, all fees and charges payable hereunder, and all other payment obligations of the Lead Borrower or any of its Subsidiaries arising under or in relation to any Loan Document, in each case whether now existing
or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, including all interest, fees and other amounts which, but for the filing of any insolvency or bankruptcy proceeding
with respect to any Loan Party, would have accrued on any Obligations, whether or not a claim is allowed against such Loan Party for such interest, fees or other amounts in such proceeding. 

“Original Loan Agreement” means this Agreement as in effect immediately prior to the Amendment and Restatement Effective
Date. 
 “Original Revolving Credit Commitments” means, as to any Lender, the obligation of such Lender to make Revolving
Loans and to participate in Letters of Credit as set forth in this Agreement immediately prior to the Amendment and Restatement Effective Date. 

  
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 “Other Taxes” is defined in Section 10.4 hereof. 

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar
transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding
Business Day by the NYFRB as an overnight bank funding rate. 
 “Participant” is defined in Section 10.10(d) hereof.

 “Participant Register” is defined in Section 10.10(d) hereof. 

“Participating Interest” is defined in Section 2.3(d) hereof. 

“Participating Lender” is defined in Section 2.3(d) hereof. 

“Patriot Act” is defined in Section 5.21(b) hereof. 

“PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.

 “Percentage” means for any Lender its Revolver Percentage or Term Loan Percentage, as applicable; and where the term
“Percentage” is applied on an aggregate basis, such aggregate percentage shall be calculated by aggregating the separate components of the Revolver Percentage and Term Loan Percentage, and expressing such components on a single percentage
basis. 
 “Permitted Liens” is defined in Section 6.15 hereof. 

“Permitted Receivables Financing” means any transaction or series of transactions that may be entered into by the Lead
Borrower or any Subsidiary pursuant to which it sells, conveys or contributes to capital or otherwise transfers (which sale, conveyance, contribution to capital or transfer may include or be supported by the grant of a security interest in)
Receivables or interests therein and all collateral securing such Receivables, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such Receivables, any guarantees,
indemnities, warranties or other obligations in respect of such Receivables, any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions
involving receivables similar to such Receivables and any collections or proceeds of any of the foregoing (collectively, the “Related Assets”), all of which such sales, conveyances, contributions to capital or transfers shall be
made by the transferor for fair value as reasonably determined by the Lead Borrower (calculated in a manner typical for such transactions including a fair market discount from the face value of such Receivables) (a) to a trust, partnership,
corporation or other Person (other than the Lead Borrower or any Subsidiary other than any Receivables Financing Subsidiary), which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or
any successor transferee of Indebtedness, fractional undivided interests or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Receivables and Related Assets or interests in such
Receivables and Related Assets, or (b) directly to one or more investors or other purchasers (other than the Lead Borrower or any Subsidiary), it being understood that a Permitted Receivables Financing may involve (i) one or more
sequential transfers or pledges of the same Receivables and Related Assets, or interests therein (such as a sale, conveyance or other transfer to any Receivables Financing Subsidiary followed by a pledge of the transferred Receivables and Related
Assets to secure Indebtedness incurred by the Receivables Financing Subsidiary), and all such transfers, pledges and Indebtedness incurrences shall be part of and constitute a single Permitted Receivables Financing, and (ii) periodic transfers
or pledges of Receivables and/or revolving transactions in which new Receivables and Related Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Receivables and Related Assets, or interests
therein, provided that any such transactions shall provide for recourse to such Subsidiary (other than any Receivables Financing Subsidiary) or the Lead Borrower (as applicable) only in respect of the cash flows in respect of such Receivables
and Related Assets and to the extent of breaches of representations and warranties relating 

  
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to the Receivables, dilution of the Receivables, customary indemnities and other customary securitization undertakings in the jurisdiction relevant to such transactions. 

“Person” means any natural person, partnership, corporation, limited liability company, association, trust, unincorporated
organization or any other entity or organization, including a government or agency or political subdivision thereof. 

“Plan” means any Single Employer Plan or Multiemployer Plan. 

“Platform” has the meaning assigned to such term in Section 10.25. 

“Post-Transaction Period” means, with respect to any Specified Transaction, the period beginning on the date such Specified
Transaction is consummated and ending on the last day of the fourth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated. 

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

“Priority Debt” means (i) Indebtedness (including any guaranty of Indebtedness and any Permitted Receivables
Financing) incurred pursuant to clause (a) of the definition thereof (but excluding any intercompany Indebtedness) of the Lead Borrower or any Subsidiary that is secured by Liens on Property of the Lead Borrower or any Subsidiary and
(ii) Indebtedness (including any guaranty of Indebtedness and any Permitted Receivables Financing) incurred pursuant to clause (a) of the definition thereof (but excluding any intercompany Indebtedness) of Subsidiaries that are not
Guarantors; provided that neither clause (i) nor (ii) hereof shall limit Indebtedness of the Lead Borrower or any Subsidiary that is secured by a Lien that is a Permitted Lien, except for a Permitted Lien incurred pursuant to
Section 6.15(g), (r) or (u) hereof. 
 “Pro Forma Adjustment” means, for any period that includes all or any part
of a fiscal quarter included in any Post-Transaction Period, the pro forma increase or decrease in Consolidated Adjusted EBITDA projected by the Lead Borrower in good faith based on the Lead Borrower’s reasonable assumptions as a result of
(a) actions taken, prior to or during such Post-Transaction Period, for the purposes of realizing reasonably identifiable and factually supportable cost savings within 18 months of the date thereof, or (b) any additional costs incurred
prior to or during such Post-Transaction Period to effect operating expense reductions and other operating improvements or synergies reasonably expected to result from a Specified Transaction; provided that, (A) so long as such actions
are taken prior to or during such Post-Transaction Period or such costs are incurred prior to or during such Post-Transaction Period it may be assumed, for purposes of projecting such pro forma increase or decrease to Consolidated Adjusted EBITDA,
that such cost savings will be realizable during the entirety of such period, or such additional costs will be incurred during the entirety of such period, and (B) any such pro forma increase or decrease to Consolidated Adjusted EBITDA shall be
without duplication for cost savings or additional costs already included in Consolidated Adjusted EBITDA for such period. Notwithstanding the foregoing, any Pro Forma Adjustment to Consolidated Adjusted EBITDA for any period, together with any
amounts added back pursuant to clauses (a)(viii) and (a)(xii) of the definition of “Consolidated Adjusted EBITDA” for such period, shall not exceed the greater of $500 million and 15% of Consolidated Adjusted EBITDA for such period
(calculated prior to such add-back). 
 “Pro Forma Basis,” “Pro Forma
Compliance” and “Pro Forma Effect” means, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified
Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative)
attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all capital stock in any Subsidiary of the Lead Borrower or any division or product
line of the Lead Borrower or any of its Subsidiaries, shall be excluded, 

  
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and (ii) in the case of an Acquisition or investment described in the definition of the term “Specified Transaction,” shall be included, (b) any retirement or repayment of
Indebtedness, (c) any Indebtedness incurred by the Lead Borrower or any of its Subsidiaries in connection therewith and if such indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for
purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date of determination and (d) the acquisition of any Consolidated Total Assets, whether pursuant to any
Specified Transaction or any Person becoming a Subsidiary or merging, amalgamating or consolidating with or into the Lead Borrower or any of its Subsidiaries or the Lead Borrower or any of its Subsidiaries; provided that, without limiting the
application of the Pro Forma Adjustment pursuant to clause (A) above (but without duplication thereof or in addition thereto), the foregoing pro forma adjustments described in clause (a) above may be applied to any such test or covenant
solely to the extent that such adjustments are consistent with the definition of “Consolidated Adjusted EBITDA” and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such
transaction, (y) expected to have a continuing impact on the Lead Borrower and its Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of the term “Pro Forma Adjustment.” 

“Prohibited Lender” means (a) any Person identified in writing upon two (2) Business Days’ notice by the Lead
Borrower to the Administrative Agent that is at the time a competitor of the Lead Borrower or any of its Subsidiaries or (b) any Affiliate of any Person described in clause (a) to the extent such Affiliate is clearly identifiable solely on
the basis of the similarity of such Affiliate’s name to any Person described in clause (a) (but excluding any Affiliate of such Person that is a bona fide debt fund or investment vehicle that is primarily engaged, or that advises funds or other
investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which such Person does not, directly or
indirectly, possess the power to direct or cause the direction of the investment policies of such entity), in each case, solely to the extent the list of Prohibited Lenders described in clause (a) is made available to all Lenders (either by the
Lead Borrower or by the Administrative Agent with the Lead Borrower’s express authorization) on the Platform); it being understood that to the extent the Lead Borrower provides such list (or any supplement thereto) to the Administrative Agent,
the Administrative Agent is authorized to and shall post such list (and any such supplement thereto)) on the Platform; provided that no supplement to the list of Prohibited Lenders described in clause (a) shall apply retroactively to
disqualify any Persons that have previously acquired an assignment or participation interest in the Loans. 
 “Property”
means, as to any Person, all types of real, personal, tangible, intangible or mixed property owned by such Person whether or not included in the most recent balance sheet of such Person and its Subsidiaries under GAAP. 

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be
amended from time to time. 
 “Public Lender” has the meaning assigned to such term in Section 10.25(a). 

“Qualified Acquisition” means an Acquisition (a) of (i) assets comprising all or substantially all or any significant
portion of a business or an operating unit or division of a business or (ii) at least a majority (in number of votes) of the capital stock or other Equity Interests of a Person, (b) the aggregate cash consideration for which equals or
exceeds $200 million, (c) the Leverage Ratio after giving Pro Forma Effect to such Qualified Acquisition is greater than the Leverage Ratio immediately prior to such Qualified Acquisition and (d) that the Lead Borrower notifies the
Administrative Agent in writing at least five (5) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the consummation of such Acquisition that such Acquisition shall be a “Qualified
Acquisition” for purposes of this Agreement along with a certificate signed by a Responsible Officer of the Lead Borrower setting forth a calculation of (x) the Leverage Ratio immediately prior to such Qualified Acquisition and
(y) the Leverage Ratio after giving Pro Forma Effect to such Qualified Acquisition; provided that if the Lead Borrower publicly announces such Acquisition later than five (5) Business Days prior to consummation of the Acquisition,
the Lead Borrower shall deliver such notice (and certificate, if applicable) on the date of announcement. 

  
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 “RCRA” means the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq., and any future amendments. 

“Receivables” means accounts receivable (including all rights to payment created by or arising from the sale of goods, leases
of goods or the rendition of services, no matter how evidenced (including in the form of a chattel paper)). 
 “Receivables
Financing Subsidiary” means any Wholly-owned Subsidiary of the Lead Borrower formed solely for the purpose of, and that engages only in, one or more Permitted Receivables Financings. 

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR
Rate, 5:00 a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting, (2) if the RFR for such Benchmark is Daily Simple SOFR, then four Business Days prior to such setting or (3) if such Benchmark is none
of the Term SOFR Rate, or Daily Simple SOFR, the time determined by the Administrative Agent in its reasonable discretion. 

“Refinancing Amendment” is defined in Section 2.16(f) hereof. 

“Refinancing Effective Date” has the meaning set forth in Section 2.16 hereof. 

“Refinancing Indebtedness” means any incurrence by any Subsidiary of Indebtedness which serves to refund or refinance other
Indebtedness or any Indebtedness issued to so refund, replace or refinance (herein, “refinance”) such Indebtedness, including, in each case, additional Indebtedness incurred to pay accrued but unpaid interest, premiums (including
tender premiums), defeasance costs and fees and expenses in connection therewith. 
 “Refinancing Term Loans” is defined in
Section 2.16(a) hereof. 
 “Register” is defined in Section 10.10(c)(i) hereof. 

“Reimbursement Obligations” is defined in Section 2.3(c) hereof. 

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, trustees,
officers, administrators, employees and agents of such Person and of such Person’s Affiliates. 
 “Release” means any
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migration on, at, under, into or through the Environment. 

“Relevant Governmental Body” means the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as
applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto. 

“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing, the Adjusted Term SOFR Rate or (ii) with
respect to any RFR Borrowing, the Adjusted Daily Simple SOFR, as applicable. 
 “Replacement Revolving Credit Commitments”
is defined in Section 2.16(c) hereof. 
 “Replacement Revolving Facility” is defined in Section 2.16(c) hereof.

 “Replacement Revolving Facility Effective Date” is defined in Section 2.16(c) hereof. 

“Replacement Revolving Loans” is defined in Section 2.16(c) hereof. 

  
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 “Reportable Event” means any of the events set forth in
Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections 27, 28, 29, 30, 31, 32, 34 or 35 of PBGC Regulation Section 4043. 

“Required Lenders” means, as of the date of determination thereof, Lenders whose outstanding Loans and interests in Letters
of Credit and Unused Revolving Credit Commitments constitute more than 50.00% of the sum of the total outstanding Loans, interests in Letters of Credit and Unused Revolving Credit Commitments; provided that the Revolving Credit Commitment of,
and the portion of the outstanding Loans, interests in Letters of Credit and Unused Revolving Credit Commitments held or deemed held by, any Defaulting Lender (so long as such Lender is a Defaulting Lender) or the Borrowers or any Borrower’s
Affiliates shall be excluded for purposes of making a determination of Required Lenders. 
 “Required RC Lenders” means, at
any time, Lenders having Revolving Exposures and unused Revolving Credit Commitments representing more than 50% of the sum of the total Revolving Exposures and unused Revolving Credit Commitments at such time; provided that the Revolving
Exposures and unused Revolving Credit Commitments held or deemed held by any Defaulting Lender (so long as such Lender is a Defaulting Lender) or the Borrowers or any Borrower’s Affiliates shall be excluded for purposes of making a
determination of Required RC Lenders. 
 “Resolution Authority” means an EEA Resolution Authority or, with respect to any
UK Financial Institution, a UK Resolution Authority. 
 “Responsible Officer” of any person means any executive officer
(including, without limitation, the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, director, controller, any vice president, secretary and assistant secretary), any authorized person or financial officer
of such person, any other officer or similar official or authorized person thereof with responsibility for the administration of the obligations of such person in respect of this Agreement and with respect to any Loan Party that is a limited
liability company, any manager thereof appointed pursuant to the organizational documents of such Loan Party. 
 “Restatement
Agreement” means Restatement Agreement to the Loan Agreement dated as of the Amendment and Restatement Effective Date. 

“Revolver Percentage” means, for each Revolving Lender, the percentage of the aggregate Revolving Credit Commitments
represented by such Revolving Lender’s Revolving Credit Commitment or, if the Revolving Credit Commitments have been terminated, the percentage held by such Revolving Lender (including through participation interests in Reimbursement
Obligations) of the aggregate principal amount of all Revolving Loans and L/C Obligations then outstanding. 
 “Revolving Credit
Commitment” means, (i) prior to the Amendment and Restatement Effective Date, the Original Revolving Credit Commitments, and (ii) on or after the Amendment and Restatement Effective Date, the 2022 Revolving Credit Commitments.

 “Revolving Credit Commitment Increase” is defined in Section 2.14(a) hereof. 

“Revolving Credit Termination Date” means the earliest of (a) January 7, 2027, (b) such earlier date on which the
Revolving Credit Commitments are terminated in whole pursuant to Section 2.10, 7.2 or 7.3 hereof, (c) to the extent any 2024 Convertible Notes are outstanding on the date that is 91 days prior to the date of the maturity of such 2024
Convertible Notes, the date that is 91 days prior to the date of the maturity of the 2024 Convertible Notes unless on such date the Lead Borrower has Liquidity in the amount of at least (x) $1,000 million plus (y) the principal amount the 2024
Convertible Notes outstanding on such date and (d) to the extent the Lead Borrower amends this Agreement to release all or substantially all of the value of the guarantees provided by the Guarantors (except as expressly provided in the Loan
Documents) during a Guarantee Period without the consent of each Lender, the date of effectiveness of such amendment. 

  
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 “Revolving Exposure” means, with respect to any Lender as of any date of
determination, (i) prior to the termination of the Revolving Credit Commitments, that Lender’s Revolving Credit Commitment; and (ii) after the termination of the Revolving Credit Commitments, the sum of (a) the aggregate
outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of an L/C Issuer, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such
Letters of Credit) and (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit. 

“Revolving Facility” means the credit facility for making Revolving Loans and issuing Letters of Credit described in Sections
2.2 and 2.3 hereof. 
 “Revolving Lender” means any Lender holding all or a portion of the Revolving Facility. 

“Revolving Loan” is defined in Section 2.2 hereof and, as so defined, includes a Base Rate Loan or a Term Benchmark
Loan, each of which is a “type” of Revolving Loan hereunder. 
 “Revolving Note” is defined in
Section 2.12(d) hereof. 
 “RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing. 

“RFR Loan” means a Loan that bears interest at a rate based on the Adjusted Daily Simple SOFR. 

“Rollover Term A-1 Lender” means each Term
A-1 Lender with a Term A-1 Loan extended pursuant to the Original Loan Agreement that has consented to exchange such Term A-1
Loan into a Term A-2 Loan, and that has been allocated such Term A-2 Loan by the Administrative Agent. 

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC
business. 
 “Sale/Leaseback Transaction” means an arrangement relating to property owned by the Lead Borrower or a
Subsidiary of the Lead Borrower on the Amendment and Restatement Effective Date or thereafter acquired by the Lead Borrower or a Subsidiary of the Lead Borrower whereby the Lead Borrower or such Lead Borrower’s Subsidiary transfers such
property to a Person and the Lead Borrower or the Lead Borrower’s Subsidiary leases it from such Person. 
 “Sanctioned
Country” means, at any time, any country or territory that is, or whose government is, the subject or target of any Sanctions that broadly restrict or prohibit trade and investment or other dealings with that country, territory or
government. As of the Amendment No. 1 Effective Date, the following countries or territories are “Sanctioned Countries”: Crimea, Cuba, Iran, North Korea, Syria, the so-called Donetsk
People’s Republic, the so-called Luhansk People’s Republic and the non-Ukrainian government controlled areas of the Kherson and Zaporizhzhia regions of
Ukraine. 
 “Sanctioned Person” means, at any time, any Person with whom dealings are restricted or prohibited under
Sanctions, including, without limitation, (a) any Person listed in any Sanctions-related list of designated Persons maintained and published by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of
State, the U.S. Department of Commerce, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, (b) any Person located, organized or resident in, or any Governmental Authority or
governmental instrumentality of, a Sanctioned Country or (c) any Person controlled by, or acting for the benefit of or on behalf of, any such Person. 

“Sanctions” means any economic or trade sanctions enacted, imposed, administered or enforced by the U.S. government
(including the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the U.S. Department of Commerce), the United Nations Security Council, the European Union, any European Union member state, His
Majesty’s Treasury of the United Kingdom. 
 “SEC Documents” means the Lead Borrower SEC Documents. 

  
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 “Significant Subsidiary” means any Subsidiary of the Lead Borrower that
would be a “significant subsidiary” of the Lead Borrower within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC. 

“Single Employer Plan” means any “employee pension benefit plan” covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code that either is maintained by a member of the Controlled Group (including the Lead Borrower) for current or former employees of a member of the Controlled Group (including the Lead
Borrower). 
 “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

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

“SOFR Administrator’s Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor
source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. 
 “SOFR Rate
Day” has the meaning specified in the definition of “Daily Simple SOFR”. 
 “Solvency Certificate” means
a Solvency Certificate substantially in the form of Exhibit E to this Agreement. 
 “specified date” has the meaning
assigned to such term in the definition of the term “Fiscal Quarter End Date.” 
 “Specified Transaction” means,
with respect to any period, (a) the Transactions (as defined in the Original Loan Agreement), (b) any Acquisition or the making of other investments pursuant to which all or substantially all of the assets or stock of a Person (or any line of
business or division thereof) are acquired, (c) the disposition of all or substantially all of the assets or stock of a Subsidiary (or any line of business or division of the Lead Borrower or such Subsidiary ), (d) any retirement or repayment
of Indebtedness or (e) any other event that by the terms of the Loan Documents requires Pro Forma Compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a Pro Forma Basis or after giving Pro Forma
Effect thereto. 
 “Subsidiary” means, as to any particular parent corporation or organization, any other corporation or
organization more than 50.00% of the outstanding Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one (1) or more other entities which are themselves subsidiaries of such
parent corporation or organization. Unless otherwise expressly noted herein, the term “Subsidiary” means a Subsidiary of the Lead Borrower or of any of its direct or indirect Subsidiaries. 

“Subsidiary Indebtedness” means any Indebtedness of a Subsidiary; provided that Indebtedness of an
Additional Borrower solely as it relates to the Obligations under this Agreement shall not be included as “Subsidiary Indebtedness”. 

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

“Term A-1 Lender” means a Lender with an outstanding Term A-1 Loan prior to the Amendment and Restatement Effective Date. 
 “Term A-1 Loan” means an Additional Term A-1 Loan, a Loan that is deemed made pursuant to Section 2.1(b) of the Original Loan Agreement or an Incremental Term A-1 Loan. 
 “Term A-2 Facility” means the credit
facility for the Term A-2 Loans described in Section 2.1(a) hereof. 

  
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 “Term A-2 Lender” means a Lender
with an outstanding Term A-2 Loan Commitment or an outstanding Term A-2 Loan. 

“Term A-2 Loan Commitment” means, with respect to a Lender, the agreement of such
Lender to exchange the entire principal amount of its Term A-1 Loans (or such lesser amount allocated to it by the Administrative Agent) for an equal principal amount of Term
A-2 Loans on the Amendment and Restatement Effective Date. 
 “Term A-2 Loan” means an Additional Term A-2 Loan or a Loan that is deemed made pursuant to Section 2.1(a) hereof. 

“Term A-2 Loan Percentage” means, for any Term
A-2 Lender, the percentage held by such Term A-2 Lender of the aggregate principal amount of all Term A-2 Loans then outstanding.

 “Term A-2 Note” is defined in Section 2.12(d) hereof. 

“Term A-2 Termination Date” means the earliest of (a) January 7, 2027, (b)
to the extent any 2024 Convertible Notes are outstanding on the date that is 91 days prior to the date of the maturity of such 2024 Convertible Notes, the date that is 91 days prior to the date of the maturity of the 2024 Convertible Notes unless
Lead Borrower has Liquidity in the amount of at least (x) $1,000 million plus (y) the principal amount the 2024 Convertible Notes outstanding on such date and (c) to the extent the Lead Borrower amends this Agreement to release all or
substantially all of the value of the guarantees provided by the Guarantors (except as expressly provided in the Loan Documents) during a Guarantee Period without the consent of each Lender, the date of effectiveness of such amendment. 

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the Adjusted Term SOFR Rate. 
 “Term Facility” means
the Term A-2 Facility. 
 “Term Loan Percentage” means the Term A-2 Loan Percentage. 
 “Term Loans” means the Term
A-2 Loans. 
 “Term SOFR Determination Day” has the meaning assigned to it under
the definition of Term SOFR Reference Rate. 
 “Term SOFR Rate” means, with respect to any Term Benchmark Borrowing and for
any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest
Period, as such rate is published by the CME Term SOFR Administrator. 
 “Term SOFR Reference Rate” means, for any day and
time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the
Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term
SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first
preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term
SOFR Determination Day. 
 “Termination Date” is defined in the lead-in to Article
6 hereof. 

  
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 “Total Funded Debt” means, at any time the same is to be determined, the
aggregate amount of all Indebtedness under clauses (a), (c), (d) and (e) of such definition (to the extent, in the case of clause (e), that such obligations are funded obligations that have not been reimbursed within two (2) Business Days
following the funding thereof) of the Lead Borrower and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP. 

“tranche” is defined in Section 2.15(a) hereof. 

“Treasury Regulations” means the regulations issued by the Internal Revenue Service under the Code, as such regulations may
be amended from time to time. 
 “UK Financial Institutions” means any BRRD Undertaking (as such term is defined under the
PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial
Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for
the resolution of any UK Financial Institution. 
 “Unadjusted Benchmark Replacement” means the applicable Benchmark
Replacement excluding the related Benchmark Replacement Adjustment. 
 “Unused Revolving Credit Commitments” means, at any
time, the difference between the Revolving Credit Commitments then in effect and the aggregate outstanding principal amount of Revolving Loans and L/C Obligations. 

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a
day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. 

“U.S. Tax Compliance Certificate” is defined in Section 10.1(c) hereof. 

“Voting Stock” of any Person means capital stock, shares or other Equity Interests of any class or classes (however
designated) having ordinary power for the election of directors or other similar governing body of such Person (including, without limitation, general partners of a partnership), other than stock, shares or other Equity Interests having such power
only by reason of the happening of a contingency. 
 “Weighted Average Life to Maturity” means, when applied to any
Indebtedness at any date, the quotient obtained by dividing: 
 (a)    the sum of the products of the
number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such payment; by 

(b)    the sum of all such payments. 

“Welfare Plan” means a “welfare plan” as defined in Section 3(1) of ERISA. 

“Wholly-owned Subsidiary” means, at any time, any Subsidiary of which all of the issued and outstanding shares of capital
stock (other than directors’ qualifying shares and shares held by a resident of the jurisdiction, in each case, as required by law) or other Equity Interests are owned by any one (1) or more of the Lead Borrower and the Lead
Borrower’s other Wholly-owned Subsidiaries at such time. 

  
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 “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. 

Section 1.2    Interpretation. With reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document: 
 (a)    Terms Generally. The meanings of
defined terms are equally applicable to the singular and plural forms of the defined terms. The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document
shall refer to such Loan Document as a whole and not to any particular provision thereof. Unless otherwise specified therein, references in a particular agreement to an Exhibit, Schedule, Article, Section, clause or
sub-clause refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or sub-clause in, such agreement. The term “including” is by way of
example and not limitation. The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.” The words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Unless the context requires otherwise, any definition of or reference to any
agreement, instrument or other document herein or in any Loan Document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified,
extended, refinanced or replaced (subject to any restrictions or qualifications on such amendments, restatements, amendment and restatements, supplements or modifications, extensions, refinancings or replacements set forth herein or in any other
Loan Document). All terms that are used in this Agreement or any other Loan Document which are defined in the UCC of the State of New York shall have the same meanings herein as such terms are defined in the New York UCC, unless this Agreement or
such other Loan Document shall otherwise specifically provide. 
 (b)    Times of Day. All
references to time of day herein are references to New York City, New York time unless otherwise specifically provided. 

(c)    Accounting Terms; GAAP. Where the character or amount of any asset or liability or item of
income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP, (a) except as otherwise provided herein in
the definition of “Capital Lease” and (b) without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously
referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities by the Lead Borrower
or any Subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any
other Account Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the
full stated principal amount thereof. 
 Section 1.3    Certain Determinations. Notwithstanding anything to the
contrary herein, financial ratios and tests (including the Leverage Ratio and the components thereof) and the amount of Consolidated Total Assets 

  
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(and the components there) contained in this Agreement that are calculated with respect to any test period shall be calculated on a Pro Forma Basis. 

Section 1.4    Change in Accounting Principles. If, after the Amendment and Restatement Effective Date, there
shall occur any change in GAAP (except as otherwise provided herein in the definition of “Capital Lease”) from those used in the preparation of the financial statements referred to in Section 6.1 hereof and such change shall result in
a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Lead Borrower or the Required Lenders may by notice to the Lenders and the Lead Borrower, respectively, require that the Lenders
and the Lead Borrower negotiate in good faith to amend such covenants, standards, and term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the
Lead Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Lead Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after
such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with Section 1.3, financial covenants (and all related defined terms) shall be computed and determined in accordance with GAAP in effect
prior to such change in accounting principles. Without limiting the generality of the foregoing, the Lead Borrower shall neither be deemed to be in compliance with any covenant hereunder nor out of compliance with any covenant hereunder if such
state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the Amendment and Restatement Effective Date. 

Section 1.5    Currency Generally. Each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time specify with the Lead Borrower’s consent to appropriately reflect a change in currency of any country, the adoption of the Euro by any member state of the European Union
and any relevant market convention or practice relating to such change in currency or relating to the Euro. 

Section 1.6    Interest Rates; Benchmark Notifications. The interest rate on a Loan denominated in Dollars may
be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 8.3(b) provides a mechanism for determining
an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest
rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement
reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability.
The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark
Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this
Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind,
including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component
thereof) provided by any such information source or service. 
 Section 1.7    Divisions. For all purposes
under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have
been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time. 

  
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 Section 1.8    Additional Currencies. 

(a)    The Lead Borrower may from time to time request that Revolving Loans be made and/or Letters of Credit be issued in a
currency other than Dollars; provided that each such currency is a lawful currency that is readily available, freely transferable and not restricted and able to be converted into Dollars. In the case of any such request with respect to the
making of Revolving Loans, such request shall be subject to the approval of the Administrative Agent and each Revolving Lender; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to
the approval of the Administrative Agent and the L/C Issuer. 
 (b)    Any such request shall be made to the
Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining
to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Revolving Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof; and in the case of any such request
pertaining to Letters of Credit, the Administrative Agent shall promptly notify the applicable L/C Issuers thereof. Each Revolving Lender (in the case of any such request pertaining to Revolving Loans) or the L/C Issuer (in the case of a request
pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Revolving Loans or the
issuance of Letters of Credit, as the case may be, in such requested currency. 
 (c)    Any failure by a Revolving
Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding clause (b) shall be deemed to be a refusal by such Revolving Lender or the L/C Issuer, as the case may be, to permit
Revolving Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Revolving Lenders consent to making Revolving Loans in such requested currency and the Administrative Agent and such
Revolving Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify the Lead Borrower and, upon the Lead Borrower’s consent to the appropriate
interest rate, (i) the Administrative Agent, such Revolving Lenders or the Lead Borrower may amend this Agreement to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate (and any other
administrative changes in the Administrative Agent’s reasonable discretion in consultation with the Lead Borrower) and (ii) to the extent this Agreement has been amended to reflect the appropriate rate for such currency, such currency
shall thereupon be deemed for all purposes to be an available currency for purposes of any Borrowings of Revolving Loans. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the
Administrative Agent shall so notify the Lead Borrower and (i) the Administrative Agent, the L/C Issuer or the Lead Borrower may amend this Agreement to the extent necessary to add the applicable rate for such currency and any applicable
adjustment for such rate (and any other administrative changes in the Administrative Agent’s reasonable discretion in consultation with the Lead Borrower) and (ii) to the extent this Agreement has been amended to reflect the appropriate
rate for such currency, such currency shall thereupon be deemed for all purposes to be an available currency for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional
currency under this Section 1.8, the Administrative Agent shall promptly so notify the Lead Borrower. 
 ARTICLE 2.    THE LOAN
FACILITIES. 
 Section 2.1    The Term Loans. 

(a)    Subject to the terms and conditions set forth herein and in the Restatement Agreement, each Rollover Term A-1 Lender severally agrees to exchange its Exchanged Term A-1 Loans for a like principal amount of Term A-2 Loans on the Amendment and
Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Restatement Agreement, each Additional Term A-2 Lender severally agrees to make an Additional Term A-2 Loan (which shall be considered an increase to (and part of) the Term A-2 Loans) to the Lead Borrower on the Amendment and Restatement Effective Date in the principal
amount equal to its Additional Term A-2 Commitment on the Amendment and Restatement Effective Date. The Lead Borrower shall prepay the Non-Exchanged Term A-1 Loans with a like amount of the gross proceeds of the Additional Term A-2 Loans, concurrently with the receipt thereof. The Lead Borrower shall pay to the Term A-1 Lenders immediately prior to the effectiveness of the Restatement Agreement all accrued and unpaid interest on the Term A-1 Loans to, but not including, the Amendment and
Restatement Effective Date on such Amendment and Restatement Effective Date. The Term A-2 Loans shall have the terms set forth in this Agreement and Loan Documents, including as modified by the Restatement


  
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Agreement; it being understood that the Term A-2 Loans (and all principal, interest and other amounts in respect thereof) will constitute
“Obligations” under this Agreement and the other Loan Documents. As provided in Section 2.5(a) and subject to the terms hereof, the Lead Borrower may elect that the Term A-2 Loans comprising the
Borrowing hereunder of Term A-2 Loans be Base Rate Loans, Term Benchmark Loans or RFR Loans. 

(b)    Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. 

Section 2.2    Revolving Credit Commitments. Prior to the Revolving Credit Termination Date, each Revolving
Lender severally and not jointly agrees, subject to the terms and conditions hereof, to make revolving loans (each individually a “Revolving Loan” and, collectively, the “Revolving Loans”) in Dollars to the
Borrowers from time to time during the period from the Amendment and Restatement Effective Date to the Revolving Credit Termination Date up to the amount of such Lender’s Revolving Credit Commitment in effect at such time; provided,
however, that the sum of the aggregate principal amount of Revolving Loans and L/C Obligations at any time outstanding shall not exceed the sum of the total Revolving Credit Commitments in effect at such time. Each Borrowing of Revolving
Loans shall be made ratably by the Lenders in proportion to their respective Revolver Percentages. As provided in Section 2.5(a), and subject to the terms hereof, the Borrowers may elect that each Borrowing of Revolving Loans be Base Rate
Loans, Term Benchmark Loans or RFR Loans. Revolving Loans may be repaid and reborrowed before the Revolving Credit Termination Date, subject to the terms and conditions hereof. 

Section 2.3    Letters of Credit. 

(a)    General Terms. Subject to the terms and conditions hereof, as part of the Revolving Facility, commencing with
the Amendment and Restatement Effective Date, the L/C Issuers shall issue standby and documentary letters of credit (each a “Letter of Credit”) for any Borrower’s account and/or its Subsidiaries’ account (provided that
each shall be jointly and severally liable) in an aggregate undrawn face amount up to the L/C Sublimit; provided, however, that the sum of the Revolving Loans and L/C Obligations at any time outstanding shall not exceed the sum
of all Revolving Credit Commitments in effect at such time; and provided further that (i) no L/C Issuer shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, the aggregate L/C Obligations in
respect of Letters of Credit issued by such L/C Issuer would exceed the amount stipulated for it in the definition of “L/C Issuer” (such amount, such L/C Issuer’s “Letter of Credit Commitment”), (ii) Credit Suisse AG,
Cayman Islands Branch, Royal Bank of Canada and their respective Affiliates shall not be obligated to issue any documentary Letters of Credit and (iii) no L/C Issuer shall be required to issue any Letter of Credit if doing so would result in
the aggregate Revolving Loans and Letters of Credit extended by such L/C Issuer to exceed its Revolving Credit Commitment. Each Revolving Lender shall be obligated to reimburse the L/C Issuers for such Revolving Lender’s Revolver Percentage of
the amount of each drawing under a Letter of Credit and, accordingly, each Letter of Credit shall constitute usage of the Revolving Credit Commitment of each Revolving Lender pro rata in an amount equal to its Revolver Percentage of the L/C
Obligations then outstanding. The Lead Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any L/C Issuer with the consent of such L/C Issuer; provided that the Lead Borrower shall not reduce the Letter
of Credit Commitment of any L/C Issuer if, after giving effect of such reduction, the conditions set forth in clauses (i) and (iii) above shall not be satisfied. 

(b)    Applications. At any time after the Amendment and Restatement Effective Date and before the Revolving Credit
Termination Date, the L/C Issuers shall, at the request of a Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the applicable L/C Issuer, with expiration dates no later than the earlier of (i) 12
months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as
requested by such Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the applicable
L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuers thereof). Notwithstanding anything contained in any
Application to the contrary: (i) the Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the applicable L/C Issuer is not timely reimbursed for the amount of any
drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrowers’ obligation to reimburse such L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby promise to
pay) from and after the date such drawing is 

  
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paid to but excluding the date of reimbursement by the Borrowers at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in
effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, each L/C Issuer’s obligation to issue a Letter of Credit or increase the amount of a Letter
of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3). 

(c)    The Reimbursement Obligations. Subject to Section 2.3(b) hereof, the Borrowers shall reimburse the
applicable L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) by no later than (x) 2:00 p.m. (New York time) on the Business Day after the date of such payment by such L/C Issuer under a Letter of
Credit, if the applicable Borrower has been informed of such drawing by the applicable L/C Issuer on or before 10:00 a.m. (New York time) on the date of the payment of such drawing, or (y) if notice of such drawing is given to the applicable
Borrower after 10:00 a.m. (New York time) on the date of the payment of such drawing, reimbursement shall be made within two Business Days following the date of the payment of such drawing, by the end of such day, in all instances in immediately
available funds at the Administrative Agent’s principal office in New York, New York or such other office as the Administrative Agent may designate in writing to such Borrower, and the Administrative Agent shall thereafter cause to be
distributed to the applicable L/C Issuer such amount(s) in like funds. If the applicable Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in
Section 2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 2.3(d) below. In addition, for the
benefit of the Administrative Agent, the L/C Issuers and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers may otherwise have against the
Administrative Agent, the L/C Issuers or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the
provisions of any Loan Document; (iii) the existence of any claim of set-off the Borrowers may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be
acting), the Administrative Agent, the L/C Issuers, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement
or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an
L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that the Administrative Agent’s or an
L/C Issuer’s determination that documents presented under the Letter of Credit complied with the terms thereof did not constitute gross negligence, bad faith or willful misconduct of the Administrative Agent or an L/C Issuer (as determined by
the final, non-appealable judgment of a court of competent jurisdiction); or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any
other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.3(c), constitute a legal or equitable discharge of each Borrower’s obligations hereunder or under an Application. 

(d)    The Participating Interests. Each Revolving Lender (other than the Lender acting as L/C Issuer) severally
and not jointly agrees to purchase from the L/C Issuers, and each L/C Issuer hereby agrees to sell to each such Revolving Lender (a “Participating Lender”), an undivided participating interest (a “Participating
Interest”) to the extent of its Revolver Percentage in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuers. Upon a Borrower’s failure to pay any Reimbursement Obligation on the date and at the
time required, or if an L/C Issuer is required at any time to return to a Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not
later than the Business Day it receives a certificate in the form of Exhibit A hereto from such L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 12:00 noon, or not later than 12:00
noon the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of such L/C Issuer an amount equal to such Participating Lender’s Revolver Percentage of such unpaid Reimbursement
Obligation together with interest on such amount accrued from the date such L/C Issuer made the related payment to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date such L/C Issuer made the
related payment to the date two (2) Business Days after payment by such 

  
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Participating Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating
Lender to the date such payment is made by such Participating Lender, the Base Rate in effect for each such day. Each such Participating Lender shall, after making its appropriate payment, be entitled to receive its Revolver Percentage of each
payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with each L/C Issuer retaining its Revolver Percentage thereof as a Revolving Lender hereunder. 

The several obligations of the Participating Lenders to the L/C Issuers under this Section 2.3 shall be absolute, irrevocable and
unconditional under any and all circumstances and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Lender may have or has had against a Borrower, the L/C Issuers,
the Administrative Agent, any Lender or any other Person. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of the Revolving Credit
Commitment of any Revolving Lender, and each payment by a Participating Lender under this Section 2.3 shall be made without any offset, abatement, withholding or reduction whatsoever. 

(e)    Indemnification. The Participating Lenders shall, to the extent of their respective Revolver Percentages,
indemnify the L/C Issuers (to the extent not reimbursed by the applicable Borrower and without relieving such Borrower of its obligation to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand,
action, loss or liability (except as a result from any L/C Issuer’s gross negligence or willful misconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction) that
such L/C Issuer may suffer or incur in connection with any Letter of Credit issued by it. The obligations of the Participating Lenders under this Section 2.3(e) and all other parts of this Section 2.3 shall survive termination of this
Agreement and of all Applications, Letters of Credit, and all drafts and other documents presented in connection with drawings thereunder. 

(f)    Manner of Requesting a Letter of Credit. The applicable Borrower shall provide at least three
(3) Business Days’ advance written notice to the Administrative Agent and the applicable L/C Issuer (or such lesser notice as the Administrative Agent and the L/C Issuers may agree in their sole discretion) of each request for the issuance
of a Letter of Credit, each such notice to be accompanied by a properly completed and executed Application for the requested Letter of Credit and, in the case of an extension or amendment or an increase in the amount of a Letter of Credit, a written
request therefor, in a form acceptable to the Administrative Agent and the applicable L/C Issuer, in each case, together with the fees called for by this Agreement. The L/C Issuers shall promptly notify the Administrative Agent and the Lenders of
the issuance, extension or amendment of a Letter of Credit. 
 (g)    Conflict with Application. In the event of
any conflict or inconsistency between this Agreement and the terms of any Application, the terms of this Agreement shall control. 

(h)    Existing Letters of Credit. Notwithstanding anything to the contrary provided in this Agreement, each letter
of credit listed on Schedule 2.3(a) (each, an “Existing Letter of Credit”) shall be deemed issued under this Agreement from and after the Amendment and Restatement Effective Date. 

(i)    Resignation or Replacement of L/C Issuer. An L/C Issuer may resign as an L/C Issuer hereunder at any time
upon at least thirty (30) days’ prior written notice to the Lenders, the Administrative Agent and the Lead Borrower. An L/C Issuer may be replaced at any time by written agreement among the Lead Borrower, the Administrative Agent, the
replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of an L/C Issuer. At the time any such resignation or replacement shall become effective, the Borrowers shall pay all unpaid
fees accrued for the account of the replaced L/C Issuer pursuant to Section 2.13(b). From and after the effective date of any such resignation or replacement, (i) the successor L/C Issuer shall have all the rights and obligations of the
replaced L/C Issuer under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to refer to such successor or to any previous L/C Issuer, or to
such successor and all previous L/C Issuers, as the context shall require. After the resignation or replacement of an L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations
of such L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement but shall not be required to issue additional Letters of Credit. 

  
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 (j)    Additional L/C Issuers. From time to time, the Lead
Borrower may by notice to the Administrative Agent designate additional Lenders as an L/C Issuer each of which agrees (in its sole discretion) to act in such capacity and is reasonably satisfactory to the Administrative Agent. Each such additional
L/C Issuer shall execute a counterpart of this Agreement upon the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall thereafter be an L/C Issuer hereunder for all purposes. 

(k)    Provisions Related to Extended Revolving Credit Commitments. If the maturity date in respect of any tranche
of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit issued under such tranche, then (i) if one (1) or more other tranches of Revolving Credit Commitments in respect of which the maturity date shall not
have occurred are then in effect, (x) the outstanding Revolving Loans shall be repaid pursuant to Section 2.7(b) on such maturity date to the extent and in an amount sufficient to permit the reallocation of the Letter of Credit Usage
relating to the outstanding Letters of Credit contemplated by clause (y) below and (y) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase
participations therein and to make payments in respect thereof pursuant to Section 2.3(d)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Credit Commitments in respect of such
non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the Revolving Credit Commitments in respect of such non-terminating
tranches at such time (it being understood that (1) the participations therein of Revolving Lenders under the maturing tranche shall be correspondingly released and (2) no partial face amount of any Letter of Credit may be so reallocated)
and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), but without limiting the obligations with respect thereto, the Borrowers shall provide an L/C Backstop with respect to any such Letter of Credit in a
manner reasonably satisfactory to the applicable L/C Issuer. If, for any reason, such L/C Backstop is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their
participating interests in the Letters of Credit; provided that, notwithstanding anything to the contrary contained herein, upon any subsequent repayment of the Revolving Loans, the reallocation set forth in clause (i) shall
automatically and concurrently occur to the extent of such repayment (it being understood that no partial face amount of any Letter of Credit may be so reallocated). Except to the extent of reallocations of participations pursuant to clause
(i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in
any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the L/C Sublimit under any tranche of Revolving Credit Commitments that has not so then matured shall be as
agreed with such Revolving Lenders; provided that in no event shall such sublimit be less than the sum of (x) the Letter of Credit Usage with respect to the Revolving Lenders under such extended tranche immediately prior to such maturity
date and (y) the face amount of the Letters of Credit reallocated to such tranche of Revolving Credit Commitments pursuant to clause (i) of the first sentence of this clause (k) (assuming Revolving Loans are repaid in accordance with
clause (i)(x)). 
 (l)    Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by the
applicable L/C Issuer and the Borrowers when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Borrowers for, and no L/C
Issuer’s rights and remedies against the Borrowers shall be impaired by, any action or inaction of an L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this
Agreement, including the Law or any order of a jurisdiction where L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the
Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. 

Section 2.4    Applicable Interest Rates. 

(a)    Term Base Rate Loans. Each Term Loan that is a Base Rate Loan made or maintained by a Lender shall bear
interest (computed on the basis of a year of 360 days (or, at times when the Base Rate is based on the Prime Rate, 365 or 366 days, as the case may be) and the actual days elapsed) on the unpaid principal amount thereof from the date such Loan is
advanced or created by conversion from a Term Benchmark Loan until, but excluding, the date of repayment thereof at a rate per annum equal to the sum of the Applicable Margin plus the Base 

  
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Rate from time to time in effect, payable in arrears on each Fiscal Quarter End Date and at maturity (whether by acceleration or otherwise). 

(b)    Term Benchmark Term Loans. Each Term Loan that is a Term Benchmark Loan made or maintained by a Lender shall
bear interest during each Interest Period it is outstanding (computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced, continued or created by conversion from a
Base Rate Loan until, but excluding, the date of repayment thereof at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted Term SOFR Rate applicable for such Interest Period, payable in arrears on the last day of the
Interest Period and at maturity (whether by acceleration or otherwise), and, if the applicable Interest Period is longer than three (3) months, on each day occurring every three (3) months after the commencement of such Interest Period.

 (c)    Term RFR Loans. Each Term Loan that is a RFR Loan made or maintained by a Lender shall bear interest
(computed on the basis of a year of 360 days and the actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or created by conversion from a Base Rate Loans until, but excluding, the date of repayment thereof
at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted Daily Simple SOFR from time to time in effect, payable in arrears on each date that is on the numerically corresponding day in each calendar month that is one
month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and at maturity (whether by acceleration or otherwise). 

(d)    Revolving Base Rate Loans. Each Revolving Loan that is a Base Rate Loan made or maintained by a Lender shall
bear interest (computed on the basis of a year of 360 days (or, at times when the Base Rate is based on the Prime Rate, 365 or 366 days, as the case may be) and the actual days elapsed) on the unpaid principal amount thereof from the date such Loan
is advanced or created by conversion from a Term Benchmark Loan until, but excluding, the date of repayment thereof at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect, payable in
arrears on each Fiscal Quarter End Date and at maturity (whether by acceleration or otherwise). 
 (e)    Revolving
Term Benchmark Loans. Each Revolving Loan that is a Term Benchmark Loan made or maintained by a Lender shall bear interest during each Interest Period it is outstanding (computed on the basis of a year of 360 days and actual days elapsed) on the
unpaid principal amount thereof from the date such Loan is advanced, continued or created by conversion from a Base Rate Loan until, but excluding, the date of repayment thereof at a rate per annum equal to the sum of the Applicable Margin plus
the Adjusted Term SOFR Rate applicable for such Interest Period, payable in arrears on the last day of the Interest Period and at maturity (whether by acceleration or otherwise), and, if the applicable Interest Period is longer than three
(3) months, on each day occurring every three (3) months after the commencement of such Interest Period. 

(f)    Revolving RFR Loans. Each Revolving Loan that is a RFR Loan made or maintained by a Lender shall bear
interest (computed on the basis of a year of 360 days and the actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or created by conversion from a Base Rate Loans until, but excluding, the date of repayment
thereof at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted Daily Simple SOFR from time to time in effect, payable in arrears on each date that is on the numerically corresponding day in each calendar month that is
one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and at maturity (whether by acceleration or otherwise). 

(g)    Default Rate. While any Event of Default under Section 7.1(a) (with respect to the late payment of
principal, interest, Reimbursement Obligations or fees), or, with respect to any Borrower, Section 7.1(j) or (k) exists or after acceleration, such Borrower shall pay interest (after as well as before entry of judgment thereon to the
extent permitted by law) on the overdue amounts of all Loans, Reimbursement Obligations, interest or fees owing hereunder by it at a rate equal to 2.00% per annum plus (i) in the case of Loans, the interest rate otherwise applicable
thereto and (ii) otherwise, the rate applicable to Revolving Loans that are Base Rate Loans. Such interest shall be paid on demand subject, except in the case of any Event of Default under Section 7.1(j) or (k), to the request of the
Administrative Agent at the request or with the consent of the Required Lenders. 

  
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 (h)    Rate Determinations. The Administrative Agent shall
determine each interest rate applicable to the Revolving Loans and the Reimbursement Obligations hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error. 

Section 2.5    Manner of Borrowing Loans and Designating Applicable Interest Rates. 

(a)    Notice to the Administrative Agent. The applicable Borrower shall give notice to the Administrative Agent by
no later than: (i) 1:00 p.m. (New York time) at least three (3) Business Days before the date on which such Borrower requests the Lenders to advance a Borrowing of Loans that are Term Benchmark Loans denominated in Dollars, (ii) 1:00 p.m. (New
York time) at least five (5) Business Days before the date on which such Borrower requests the Lenders to advance a Borrowing of Loans that are RFR Loans denominated in Dollars and (iii) 1:00 p.m. (New York time) on the date such Borrower
requests the Lenders to advance a Borrowing of Loans that are Base Rate Loans. The Loans included in each Borrowing of Loans shall bear interest initially at the type of rate specified in such notice. Thereafter, with respect to Base Rate Loans, RFR
Loans and Term Benchmark Loans that are denominated in Dollars, the Borrowers may from time to time elect to change or continue the type of interest rate borne by each Borrowing of Loans or, subject to Section 2.6 hereof, a portion thereof, as
follows: (i) if such Borrowing of Loans is of Term Benchmark Loans, on the last day of the Interest Period applicable thereto, the Borrowers may continue part or all of such Borrowing as Term Benchmark Loans or convert part or all of such
Borrowing into Base Rate Loans, (ii) if such Borrowing of Loans is of Base Rate Loans, on any Business Day, the Borrowers may convert all or part of such Borrowing into RFR Loans or Term Benchmark Loans for an Interest Period or Interest
Periods specified by the applicable Borrower or (iii) if such Borrowing of Loans is of RFR Loans, on any Business Day, the Borrowers may convert all or part of such Borrowing into Base Rate Loans. The Borrowers shall give all such notices
requesting the advance, continuation or conversion of a Borrowing of Loans to the Administrative Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing),
substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Administrative Agent. Notice of the continuation of a
Borrowing of Loans that are Term Benchmark Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Loans that are Base Rate Loans into Term Benchmark Loans must be given by no later than 1:00 p.m. (New York
time) at least three (3) Business Days before the date of the requested continuation or conversion of a Borrowing of Loans that are denominated in Dollars. All notices concerning the advance, continuation or conversion of a Borrowing of Loans
shall specify the date of the requested advance, continuation or conversion of a Borrowing of Loans (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans (Base Rate Loans,
Term Benchmark Loans and if Term Benchmark Loans have been replaced by RFR Loans pursuant to Section 8.3, RFR Loans) to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Term Benchmark Loans, the
Interest Period applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Borrowing of Term Benchmark Loans, the applicable Borrower shall be deemed to have selected an Interest
Period of one (1) month’s duration. The Borrowers agree that the Administrative Agent may rely on any such telephonic or telecopy notice given by any person the Administrative Agent in good faith believes is an Authorized Representative
without the necessity of independent investigation (the Borrowers hereby indemnify the Administrative Agent from any liability or loss ensuing from such reliance) and, in the event any such notice by telephone conflicts with any written
confirmation, such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon. 

(b)    Notice to the Lenders. The Administrative Agent shall give prompt telephonic or telecopy notice to each
Lender of any notice from a Borrower received pursuant to Section 2.5(a) above and, if such notice requests the Lenders to make Term Benchmark Loans, the Administrative Agent shall give notice to the applicable Borrower and each Lender of the
interest rate applicable thereto promptly after the Administrative Agent has made such determination. 
 (c)    A
Borrower’s Failure to Notify; Automatic Continuations and Conversions. If a Borrower fails to give proper notice of the continuation or conversion of any outstanding Borrowing of Loans that are Term Benchmark Loans before the last day of
its then current Interest Period within the period required by Section 2.5(a) and such Borrowing is not prepaid in accordance with Section 2.8(a) or (b), such Borrowing shall, at the end of the Interest Period applicable thereto,
automatically be converted into a Borrowing of Base Rate Loans. In the event a Borrower 

  
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fails to give notice pursuant to Section 2.5(a) of a Borrowing of Loans equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 1:00 p.m. (New York
time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, such Borrower shall be deemed to have requested a Borrowing of Loans that are Base
Rate Loans on such day in the amount of the Reimbursement Obligation then due, which Borrowing, if otherwise available hereunder, shall be applied to pay the Reimbursement Obligation then due. 

(d)    Disbursement of Loans. Not later than 2:00 p.m. on the date of any requested advance of a new Borrowing of
Loans, subject to Article 3 hereof, each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available at the principal office of the Administrative Agent in New York, New York. The Administrative Agent shall
promptly wire transfer the proceeds of each new Borrowing of Loans to an account designated by the applicable Borrower in the applicable notice of borrowing. 

(e)    Administrative Agent Reliance on Lender Funding. Unless the Administrative Agent shall have been notified by
a Lender prior to the date (or, in the case of a Borrowing of Base Rate Loans, by 1:00 p.m. on such date) on which such Lender is scheduled to make payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon
receipt) that such Lender does not intend to make such payment, the Administrative Agent may assume that such Lender has made such payment when due and the Administrative Agent, in reliance upon such assumption may (but shall not be required to)
make available to a Borrower the proceeds of the Loan to be made by such Lender and, if any Lender has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, pay to the Administrative Agent the amount made available
to such Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to such Borrower and ending on (but excluding) the date such Lender pays such
amount to the Administrative Agent at a rate per annum equal to: (i) from the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the greater of,
for each such day, (x) the Federal Funds Rate and (y) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any standard administrative or processing fees
charged by the Administrative Agent in connection with such Lender’s non-payment and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such
payment is made by such Lender, the Base Rate in effect for each such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrowers will, on demand, repay to the Administrative Agent the
proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under Section 8.1
hereof so that the Borrowers will have no liability under such Section with respect to such payment. 

Section 2.6    Minimum Borrowing Amounts; Maximum Term Benchmark Loans. Each Borrowing of Base Rate Loans and
RFR Loans advanced under the applicable Facility shall be in an amount not less than $1.0 million or such greater amount that is an integral multiple of $1.0 million. Each Borrowing of Term Benchmark Loans advanced, continued or converted
under the applicable Facility shall be in an amount equal to $1.0 million or such greater amount that is an integral multiple of $1.0 million. Without the Administrative Agent’s consent, there shall not be more than fifteen
(15) Borrowings of Term Benchmark Loans outstanding at any one time. 
 Section 2.7    Maturity of Loans.

 (a)    Scheduled Payments of Term A-2 Loans. Subject to
Section 2.15, the Lead Borrower shall make principal payments on the Term A-2 Loans in installments on each Fiscal Quarter End Date, commencing with the first full fiscal quarter ending after the
Amendment and Restatement Effective Date, in an aggregate amount equal to the following percentages of the aggregate principal amount of the Term A-2 Loans made on the Amendment and Restatement Effective Date:
(i) for the first (1st) through the fourth (4th) full fiscal quarters following the Amendment and Restatement Effective Date, 0.625% and (ii) for the fifth (5th) through the nineteenth (19th) full fiscal quarters following the Amendment
and Restatement Effective Date, 1.25%, in each case per fiscal quarter (which payments in each case shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.8(a),
Section 2.8(c) and Section 2.8(e), as applicable); it being further agreed that a final payment comprised of all principal and interest not sooner paid on the Term A-2 Loans, shall be due and payable
on the Term A-2 Termination Date. 

  
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 (b)    Revolving Loans. Each Revolving Loan, both for principal
and interest, shall mature and become due and payable by the Borrowers on the Revolving Credit Termination Date. 

Section 2.8    Prepayments. 

(a)    Voluntary Prepayments of Term Loans. 

(i)     The Lead Borrower may, at its option, upon notice as herein provided, prepay without premium or penalty (except as
set forth in Section 8.1 below) at any time all, or from time to time any part of, the Term Loans, in each case, in a minimum aggregate amount of $5.0 million or such greater amount that is an integral multiple of $1.0 million or, if
less, the entire principal amount thereof then outstanding. The Lead Borrower will give the Administrative Agent written notice (or telephone notice promptly confirmed by written notice) of each prepayment under this Section 2.8 prior to 1:00
p.m. (New York time) at least one (1) Business Day in the case of Base Rate Loans, two (2) Business Days in the case of Term Benchmark Loans or five (5) Business Days in the case of RFR Loans prior to the date fixed for such
prepayment (which notice may be revoked at the Lead Borrower’s option). Each such notice shall specify the date of such prepayment (which shall be a Business Day), the principal amount of such Term Loans to be prepaid and the interest to be
paid on the prepayment date with respect to such principal amount being repaid. Such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other
transactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayments made pursuant to this
Section 2.8(a) shall be applied against the Class of Term Loans and the remaining scheduled installments of principal due in respect of such Term Loans in the manner specified by the Lead Borrower or, if not so specified on or prior to the
date of such optional prepayment, on a pro rata basis to all Classes of Term Loans in direct order of maturity and may not be reborrowed. 

(ii)     [Reserved]. 

(b)    Voluntary Prepayments of Revolving Loans. The Borrowers may prepay without premium or penalty (except as set
forth in Section 8.1 below) and in whole or in part any Borrowing of (i) Revolving Loans that are Term Benchmark Loans at any time upon at least two (2) Business Days’ prior notice by the applicable Borrower to the Administrative
Agent, (ii) Revolving Loans that are RFR Loans at any time upon at least five (5) Business Days’ prior notice by the applicable Borrower to the Administrative Agent or (iii) Revolving Loans that are Base Rate Loans at any time
upon at least one (1) Business Day’s prior notice by the applicable Borrower to the Administrative Agent (in the case of each of clauses (i), (ii) and (iii), such notice must be in writing (or telephone notice promptly confirmed by written
notice) and received by the Administrative Agent prior to 2:00 p.m. (New York time) on such date), in each case, such prepayment to be made by the payment of the principal amount to be prepaid and, in the case of any Term Benchmark Loans, accrued
interest thereon to the date fixed for prepayment plus any amounts due the Lenders under Section 8.1; provided, however, that no Borrower may partially repay a Borrowing (i) if such Borrowing is of Base Rate
Loans or RFR Loans, in a principal amount less than $0.5 million, and (ii) if such Borrowing is of Term Benchmark Loans, in a principal amount less than $1.0 million, except, in each case, in such lesser amount of the entire principal
amount thereof then outstanding. Any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be
revoked by a Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 

(c)    Mandatory Prepayments. 

(i)     [Reserved]. 

(ii)     [Reserved]. 

(iii)    [Reserved]. 

(iv)    [Reserved]. 

  
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 (v)     The Borrowers shall, on each date the Revolving Credit
Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary after such Revolving Loans have been repaid in full, replace or cause to be cancelled (or provide an L/C Backstop or make other arrangements
reasonably satisfactory to the L/C Issuers) outstanding Letters of Credit by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the
Revolving Credit Commitments have been so reduced. Each prefunding of L/C Obligations that the Borrowers choose to make to the Administrative Agent as a result of the application of this clause (v) by the deposit of cash or Cash Equivalents
with the Administrative Agent shall be made in accordance with Section 7.4. 
 (vi)    [Reserved]. 

(vii)    [Reserved]. 

(viii)    Unless the applicable Borrower otherwise directs, prepayments of Revolving Loans under this Section 2.8(c)
shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Term Benchmark Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this
Section 2.8(c) shall be made by the payment of the principal amount to be prepaid together with any amounts due the Lenders under Section 8.1. 

(d)    Defaulting Lenders. Until such time as the Default Excess (as defined below) with respect to any Defaulting
Lender has been reduced to zero, (i) any voluntary prepayment of the Revolving Loans pursuant to Section 2.8(b) shall, if the applicable Borrower so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans
of other Lenders as if such Defaulting Lender had no loans outstanding and the Revolving Credit Commitments of such Defaulting Lender were zero and (ii) any mandatory prepayment of the Loans pursuant to Section 2.8(c) shall, if the
applicable Borrower so directs at the time of making such mandatory prepayment, be applied to the Loans of other Lenders (but not to the Loans of such Defaulting Lender) as if such Defaulting Lender has funded all defaulted Loans of such Defaulting
Lender, it being understood and agreed that the Borrowers shall be entitled to retain any portion of any mandatory prepayment of the Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this
clause (d). “Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Percentage of the aggregate outstanding principal amount of the applicable Loans of all the applicable
Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of their respective defaulted Loans) over the aggregate outstanding principal amount of the applicable Loans of such Defaulting Lender. 

(e)    The Administrative Agent will promptly advise each Lender of any notice of prepayment it receives from a Borrower,
and in the case of any partial prepayment under Section 2.8(a) hereof, such prepayment shall be applied to the Class of Term Loans and the remaining amortization payments on such Term Loans in the manner specified by the Lead Borrower or,
if not so specified on or prior to the date of such optional prepayment, on a pro rata basis to all Classes of Term Loans in the direct order of maturity. 

Section 2.9    Place and Application of Payments. All payments of principal of and interest on the
Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrowers under this Agreement and the other Loan Documents, shall be made by the Borrowers to the Administrative Agent by no later than 2:00 p.m. on the due date
thereof at the office of the Administrative Agent in New York, New York (or such other location as the Administrative Agent may designate to the Borrowers in writing) for the benefit of the Lender or Lenders entitled thereto. Any payments received
after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim, except as provided in Section 10.7. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on
Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance
with the terms of this Agreement. 
 Anything contained herein to the contrary notwithstanding, (x) pursuant to the exercise of
remedies under Sections 7.2 and 7.3 hereof or (y) after written instruction by the Required Lenders, after the occurrence and during the continuation of an Event of Default, all payments and collections received in respect of the Obligations by
the 

  
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 Administrative Agent or any of the Lenders, shall be remitted to the Administrative Agent and distributed as
follows: 
 (a)    first, to the payment of any outstanding costs and expenses incurred by the
Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have agreed to pay the Administrative Agent under Section 10.13 hereof (such
funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments
theretofore made to the Administrative Agent); 
 (b)    second, to the payment of any outstanding
interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; 

(c)    third, to the payment of principal on the Term Loans, Revolving Loans and unpaid
Reimbursement Obligations (together with amounts to be held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 7.4 hereof (until the Administrative Agent is holding an amount of cash equal
to the then outstanding amount of all Letters of Credit, to the extent the same have not been replaced or cancelled or otherwise provided for to the reasonable satisfaction of the L/C Issuers)), the aggregate amount paid to (or held as collateral
security for) the Lenders, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; 

(d)    fourth, to the payment of all other unpaid Obligations to be allocated pro rata in
accordance with the aggregate unpaid amounts owing to each holder thereof; and 
 (e)    fifth, to
the Borrowers or whoever else may be lawfully entitled thereto. 
 Section 2.10    Commitment Terminations. The
Term A-2 Loan Commitments and Additional Term A-2 Commitments shall automatically terminate upon the making, conversion or continuance, as applicable, of the Term A-2 Loans and Additional Term A-2 Loans on the Amendment and Restatement Effective Date. The Borrowers shall have the right at any time and from time to time, upon three
(3) Business Days’ prior written notice to the Administrative Agent (which notice may conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be
revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), to terminate the Revolving Credit Commitments in whole or in part, any partial termination to be
(i) in an amount not less than $1.0 million or any greater amount that is an integral multiple of $0.1 million and (ii) allocated ratably among the Lenders in proportion to their respective Revolver Percentages; provided
that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Revolving Loans and of L/C Obligations then outstanding; provided further that all Revolving Credit
Commitments shall terminate automatically on the Revolving Credit Termination Date. Any termination of the Revolving Credit Commitments below the L/C Sublimit then in effect shall reduce the L/C Sublimit by a like amount. The Administrative Agent
shall give prompt notice to each Lender of any such termination (in whole or in part) of the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to this Section 2.10 may not be reinstated. 

Section 2.11    [Reserved]. 

Section 2.12    Evidence of Indebtedness. 

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

(b)    The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made
hereunder, with respect to Revolving Loans, the type thereof and, with respect to Term Benchmark 

  
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Loans, the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder from the Borrowers and each Lender’s share thereof. 

(c)    The entries maintained in the accounts maintained pursuant to clauses (a) and (b) above shall be prima
facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any
manner affect the obligation of the Borrowers to repay the Obligations in accordance with their terms. 
 (d)    Any
Lender may request that its Loans be evidenced by a promissory note or notes in the forms of Exhibit D-1 (in the case of its Term A-2 Loan and referred to herein
as a “Term A-2 Note”), Exhibit D-4 (in the case of its Revolving Loans and referred to herein as a “Revolving Note”), as
applicable (the Term A-2 Notes and Revolving Notes being hereinafter referred to collectively as the “Notes” and individually as a “Note”). In such event, the Borrowers shall
prepare, execute and deliver to such Lender a Note payable to such Lender in the amount of such Lender’s Percentage of the applicable Term Loan or Revolving Credit Commitment, as applicable. Thereafter, the Loans evidenced by such Note or Notes
and interest thereon shall at all times (including after any assignment pursuant to Section 10.10) be represented by one (1) or more Notes, except to the extent that any such Lender or assignee subsequently returns any such Note for
cancellation and requests that such Loans once again be evidenced as described in subsections (a) and (b) above. 
 Section
2.13    Fees. 
 (a)    Revolving Credit Commitment Fee. The Borrowers shall pay to the
Administrative Agent for the ratable account of the Lenders according to their Revolver Percentages a commitment fee at a rate per annum equal to the Applicable Margin (computed on the basis of a year of 360 days and the actual number of days
elapsed) on the average daily Unused Revolving Credit Commitments (the “Commitment Fee”); provided, however, that no Commitment Fee shall accrue to the Unused Revolving Credit Commitment of a Defaulting Lender,
or be payable for the benefit of such Lender, so long as such Lender shall be a Defaulting Lender. Such Commitment Fee shall be payable quarterly in arrears on each Fiscal Quarter End Date (commencing on the first such date occurring after the
Amendment and Restatement Effective Date). 
 (b)    Letter of Credit Fees. Quarterly in arrears, on each Fiscal
Quarter End Date, commencing on the first such date occurring after the Amendment and Restatement Effective Date, and on the Revolving Credit Termination Date, the Borrowers shall pay to the L/C Issuer for its own account a fronting fee equal to
0.125% of the face amount of (or of the increase in the face amount of) each outstanding Letter of Credit. Quarterly in arrears, on each Fiscal Quarter End Date, commencing on the first such date occurring after the Amendment and Restatement
Effective Date, and on the Revolving Credit Termination Date, the Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders according to their Revolver Percentages, a letter of credit fee at a rate per annum equal to
the Applicable Margin then in effect with respect to Term Benchmark Loans under the Revolving Facility (computed on the basis of a year of 360 days and the actual number of days elapsed) during each day of such quarter applied to the daily average
face amount of Letters of Credit outstanding during such quarter; provided that while any Event of Default under Section 7.1(a) (with respect to the late payment of principal, interest, Reimbursement Obligations or fees) or
Section 7.1(j) or Section 7.1(k) exists or after acceleration (but without duplication of the rate set forth in Section 2.4(g)), such rate with respect to overdue fees shall increase by 2.00% over the rate otherwise payable and such
fee shall be paid on demand subject, except in the case of any Event of Default under Section 7.1(j) or (k), to the request of the Administrative Agent at the request or with the consent of the Required Lenders; provided further that no
letter of credit fee shall accrue to the Revolver Percentage of a Defaulting Lender, or be payable for the benefit of such Lender, so long as such Lender shall be a Defaulting Lender. In addition, the Borrowers shall pay to the L/C Issuers for their
own account the L/C Issuers’ standard drawing, negotiation, amendment, transfer and other administrative fees for each Letter of Credit. Such standard fees referred to in the preceding sentence may be established by the L/C Issuers from time to
time. 
 (c)    [Reserved]. 

  
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 (d)    Administrative Agent Fees. The Lead Borrower agrees to pay
to the Administrative Agent, for its own account, the administrative fees payable in the amounts and at the times separately agreed upon between the Lead Borrower and the Administrative Agent. 

(e)    Fees Generally. All fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, if and as appropriate, among the applicable Lenders, except that the Borrowers shall pay the fronting fees directly to the applicable L/C Issuer. Once paid when due and payable, none of the fees shall be
refundable under any circumstances. 
 Section 2.14    Incremental Credit Extensions. 

(a)    At any time and from time to time after the Amendment and Restatement Effective Date, subject to the terms and
conditions set forth herein, the Lead Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make such notice available to each of the Revolving Lenders), pursuant to an Incremental Amendment
(“Incremental Amendment”) request to effect increases in the aggregate amount of the Revolving Credit Commitments (each such increase, a “Revolving Credit Commitment Increase”) from Additional Revolving Lenders;
provided that, unless otherwise provided below, upon the effectiveness of each Incremental Amendment: 

(A)    except as otherwise agreed by the Additional Revolving Lenders providing an Incremental Facility to
finance an Acquisition or other investment permitted under this Agreement, no Default or Event of Default shall have occurred and be continuing or would exist after giving effect thereto, 

(B)    the Lead Borrower shall have delivered to the Administrative Agent a certificate of a financial
officer certifying to the effect set forth in subclause (A) above, and 
 (C)    all fees or other
payments owing pursuant to Section 10.13 or as otherwise agreed in writing in respect of such Revolving Credit Commitment Increase to the Administrative Agent and the Additional Revolving Lenders shall have been paid. 

(b)    Notwithstanding anything to contrary herein, the aggregate principal amount of all Revolving Credit Commitment
Increases incurred after the Amendment and Restatement Effective Date shall not exceed $2,000.0 million. Each Revolving Credit Commitment Increase shall be in a minimum principal amount of $50.0 million and integral multiples of
$1.0 million in excess thereof; provided that such amount may be less than $50.0 million if such amount represents all the remaining availability under the aggregate principal amount of Revolving Credit Commitment Increases set
forth above. No Lender shall be obligated to provide any Revolving Credit Commitment Increase unless it so agrees. 

(c)    Each notice from the Lead Borrower pursuant to this Section 2.14 shall set forth the requested amount of the
relevant Revolving Credit Commitment Increase. 
 (d)    Upon the implementation of any Revolving Credit Commitment
Increase pursuant to this Section 2.14, (A) each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each relevant Additional Revolving Lender, and each relevant
Additional Revolving Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Lender’s Participating Interests such that, after giving effect to each deemed assignment and assumption of
participations, all of the Revolving Lenders’ (including each Additional Revolving Lender’s) Participating Interests shall be held on a pro rata basis on the basis of their Revolver Percentage (after giving effect to any Revolving
Credit Commitment Increase) and (B) the existing Revolving Lenders of the applicable Class shall assign Revolving Loans to certain other Revolving Lenders of such Class (including the Additional Revolving Lenders providing the relevant
Revolving Credit Commitment Increase), and such other Revolving Lenders (including the Additional Revolving Lenders providing the relevant Revolving Credit Commitment Increase) shall purchase such Revolving Loans, in each case to the extent
necessary so that all of the Revolving Lenders of such Class participate in each outstanding Borrowing of Revolving Loans of such Class pro rata on the basis of their Revolver Percentage (after giving effect to any


  
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Revolving Credit Commitment Increase); it being understood and agreed that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this
Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. 

(e)    Effective on the date of each Revolving Credit Commitment Increase the maximum amount of Letter of Credit Usage
permitted hereunder shall increase by an amount, if any, agreed upon by the Administrative Agent, the L/C Issuers and the Lead Borrower; provided that the Letter of Credit Usage shall not exceed the Revolving Credit Commitment after giving
effect to the Revolving Credit Commitment Increase. 
 (f)    An Incremental Amendment may, subject to
Section 2.14(a), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the
provisions of this Section 2.14 (including to reallocate Revolving Exposure on a pro rata basis among the relevant Revolving Lenders). 

Section 2.15    Extensions of Term Loans and Revolving Credit Commitments. 

(a)    Notwithstanding anything to the contrary in this Agreement, pursuant to one (1) or more offers (each, an
“Extension Offer”) made from time to time by the Lead Borrower after the Amendment and Restatement Effective Date to all Lenders holding Term A-2 Loans with a like maturity date or Revolving
Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be)
and on the same terms to each such Lender, the Lead Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a
portion of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including by increasing
the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension,” and each
group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any
Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments
from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: 

(i)    no Default or Event of Default shall have occurred and be continuing at the time the offering
document in respect of an Extension Offer is delivered to the Lenders; 
 (ii)    except as to interest
rates, fees and final maturity (which shall be determined by the Lead Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment
extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related
outstandings, as the case may be) with the same terms (or terms not less favorable to existing Lenders) as the original Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of
Section 2.3(k) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated in on a
pro rata basis by all Lenders with Extended Revolving Credit Commitments in accordance with their Revolver Percentages (and except as provided in Section 2.3(k), without giving effect to changes thereto on an earlier maturity date with
respect to Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments
required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments) of Extended
Revolving Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments and (z) at no time shall there be Revolving Credit Commitments hereunder (including Extended


  
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Revolving Credit Commitments and any original Revolving Credit Commitments) that have more than three (3) different maturity dates; 

(iii)    except as to interest rates, fees, amortization, final maturity date, premium, required prepayment
dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Lead Borrower and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an
extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer until the
maturity of such Term Loans; 
 (iv)    (A) the final maturity date of any Extended Term A Loans shall be
no earlier than the Term A-2 Termination Date; 
 (v)    (A) the
Weighted Average Life to Maturity of any Extended Term A Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term A-2 Loans extended thereby; 

(vi)    any Extended Term Loans may participate on a pro rata basis or a less than pro rata
basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments in respect of the applicable Term Facility, in each case as specified in the respective Extension Offer; 

(vii)    if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or
Revolving Credit Commitments, as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be,
offered to be extended by the Lead Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Loans, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts
(but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; 

(viii)    the Extensions shall be in a minimum amount of $50.0 million; 

(ix)    any applicable Minimum Extension Condition shall be satisfied or waived by the Lead Borrower; and

 (x)    all documentation in respect of such Extension shall be consistent with the foregoing. 

(b)    With respect to all Extensions consummated by the Lead Borrower pursuant to this Section 2.15, (i) such
Extensions shall not constitute voluntary or mandatory payments or prepayments or commitment reductions for purposes of Section 2.8, 2.9, 2.10 or 2.12, (ii) the amortization schedules (insofar as such schedule affects payments due to Lenders
participating in the relevant Facility) set forth in Section 2.7 shall be adjusted to give effect to the Extension of the relevant Facility and (iii) except as required by clause (a)(viii) above, no Extension Offer is required to be in any
minimum amount or any minimum increment; provided that the Lead Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined
and specified in the relevant Extension Offer in the Lead Borrower’s sole discretion and which may be waived by the Lead Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches to be tendered.
The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended
Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 2.8, 2.9, 2.10 or 2.12) or any other Loan Document that may
otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15. 
 (c)    No
consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one (1) or more of its Term Loans and/or Revolving Credit
Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolving Credit Commitments (or a portion thereof), the consent of the L/C Issuers, which consent shall not be 

  
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unreasonably withheld or delayed. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement. The Lenders
hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Lead Borrower as may be necessary in order to establish new tranches or
sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the
Lead Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.15. In addition, if so provided in such amendment and with the
consent of the L/C Issuers, participants in Letters of Credit expiring on or after the latest maturity date (but in no event later than the date that is five (5) Business Days prior to the Final Revolving Termination Date) in respect of the
Revolving Credit Commitments shall be re-allocated from Lenders holding non-extended Revolving Credit Commitments to Lenders holding Extended Revolving Credit
Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation
interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. 

(d)    In connection with any Extension, the Lead Borrower shall provide the Administrative Agent at least ten
(10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable
administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.15.

 Section 2.16    Refinancing Facilities. 

(a)    Notwithstanding anything to the contrary in this Agreement, the Lead Borrower may by written notice to the
Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all net cash proceeds of which are used to refinance in whole or in part any Class of
Term Loans pursuant to Section 2.8(c)(i). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date
not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided that: 

(i)    before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing
Effective Date each of the conditions set forth in Section 3.1 shall be satisfied; 
 (ii)    the
final maturity date of the Refinancing Term Loans shall be no earlier than the maturity date of the refinanced Term Loans; 

(iii)    the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the
then-remaining Weighted Average Life to Maturity of the refinanced Term Loans; 
 (iv)    the aggregate
principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest
associated therewith; 
 (v)    all other terms applicable to such Refinancing Term Loans (other than
provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Lead Borrower and the Lenders
providing such Refinancing Term Loans) shall be substantially similar to, or no less favorable to the Lead Borrower and its Subsidiaries, when taken as a whole, than (as reasonably determined by the Lead Borrower), the terms, taken as a whole,
applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the latest maturity date applicable to the Term Loans being refinanced unless less favorable terms are added for the
benefit of the existing Lenders); provided that a certificate of a Responsible Officer of the Lead Borrower delivered to the Administrative Agent for posting to the Lenders at least five (5) Business Days prior to the incurrence of such
Refinancing Term 

  
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Loans, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Lead Borrower
has determined in good faith that such terms and conditions satisfy the requirements in this clause (v) shall be conclusive evidence that such terms and conditions satisfy the requirements in this clause (v) unless the Required Lenders
through the Administrative Agent notify the Lead Borrower within such five (5) Business Day period that they disagree with such determination (including a reasonable description of the basis upon which they disagree); and 

(vi)    there shall be no borrower (other than the Lead Borrower) and no guarantors (other than the
Guarantors) in respect of such Refinancing Term Loans; 
 (b)    The Lead Borrower may approach any Lender or any other
person that would be an Eligible Assignee to provide all or a portion of the Refinancing Term Loans; provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole
discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that
any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Lead Borrower. 

(c)    Notwithstanding anything to the contrary in this Agreement, the Lead Borrower may by written notice to the
Administrative Agent establish one or more additional Facilities (“Replacement Revolving Facility”) providing for revolving commitments (“Replacement Revolving Credit Commitments” and the revolving loans thereunder,
“Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility
Effective Date”) on which the Lead Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered
to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that: 

(i)    before and after giving effect to the establishment of such Replacement Revolving Credit Commitments
on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 3.1 shall be satisfied; 

(ii)    after giving effect to the establishment of any Replacement Revolving Credit Commitments and any
concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding immediately prior to
the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; 

(iii)    no Replacement Revolving Credit Commitments shall have a final maturity date (or require
commitment reductions or amortizations) prior to the Revolving Credit Termination Date for the Revolving Credit Commitments being replaced; 

(iv)    all other terms applicable to such Replacement Revolving Facility (other than provisions relating
to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Lead Borrower and the Lenders providing such Replacement Revolving Credit Commitments
and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Lead Borrower, the Lenders providing such Replacement Revolving Credit Commitments, the
Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Credit Commitments), when taken as a whole, shall be substantially similar to, or no less favorable to the Lead Borrower
and its Subsidiaries than (as reasonably determined by the Lead Borrower), those, taken as a whole, applicable to the Revolving Credit Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the
latest Revolving Credit Termination Date in effect at the time of incurrence or added for the benefit of the existing Lenders); provided that a certificate 

  
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of a Responsible Officer of the Lead Borrower delivered to the Administrative Agent for posting to the Lenders at least five (5) Business Days prior to the incurrence of such Replacement
Revolving Credit Commitments, together with a reasonably detailed description of the material terms and conditions of such Replacement Revolving Credit Commitments or drafts of the documentation relating thereto, stating that the Lead Borrower has
determined in good faith that such terms and conditions satisfy the requirements in this clause (iv) shall be conclusive evidence that such terms and conditions satisfy the requirements in this clause (iv) unless the Required Lenders
through the Administrative Agent notify the Lead Borrower within such five (5) Business Day period that they disagree with such determination (including a reasonable description of the basis upon which they disagree); and 

(v)    there shall be no borrower (other than the Borrowers) and no guarantors (other than the Guarantors)
in respect of such Replacement Revolving Facility. 
 (d)    In addition, the Lead Borrower may establish Replacement
Revolving Credit Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of
such Replacement Revolving Credit Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and
accrued interest associated therewith (it being understood that such Replacement Revolving Credit Commitment may be provided by the Lenders holding the Term Loans being repaid and/or by any other person that would be a permitted assignee hereunder)
so long as (i) before and after giving effect to the establishment such Replacement Revolving Credit Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 3.1 shall be satisfied to the
extent required by the relevant agreement governing such Replacement Revolving Credit Commitments, (ii) the remaining life to termination of such Replacement Revolving Credit Commitments shall be no shorter than the Weighted Average Life to
Maturity then applicable to the refinanced Term Loans, (iii) the final termination date of the Replacement Revolving Credit Commitments shall be no earlier than the termination date of the refinanced Term Loans, (iv) there shall be no
borrower (other than the Borrowers) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility; and (v) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to
(x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Lead Borrower and the Lenders providing such Replacement Revolving Credit Commitments
and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Lead Borrower, the Lenders providing such Replacement Revolving Credit Commitments, the
Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Credit Commitments), when taken as a whole, shall be substantially similar to, or no more restrictive to the Lead
Borrower and its Subsidiaries than (as reasonably determined by the Lead Borrower), those applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the latest maturity date
applicable to the Term Loans being refinanced or are added for the benefit of the Lenders). Solely to the extent that an L/C Issuer is not a replacement issuing bank under a Replacement Revolving Facility, it is understood and agreed that such L/C
Issuer shall not be required to issue any letters of credit under such Replacement Revolving Facility and, to the extent it is necessary for such L/C Issuer to withdraw as an L/C Issuer at the time of the establishment of such Replacement Revolving
Facility, such withdrawal shall be on terms and conditions reasonably satisfactory to such L/C Issuer in its sole discretion. The Lead Borrower agrees to reimburse each L/C Issuer in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal. 

(e)    The Lead Borrower may approach any Lender or any other person that would be an Eligible Assignee of a Revolving
Credit Commitment to provide all or a portion of the Replacement Revolving Credit Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in
its sole discretion, to provide a Replacement Revolving Credit Commitment. Any Replacement Revolving Credit Commitment made on any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Credit
Commitments for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established
Class of Revolving Credit Commitments. 
 (f)    The Lead Borrower and each Lender providing the applicable
Refinancing Term Loans and/or Replacement Revolving Credit Commitments (as applicable) shall execute and deliver to the Administrative Agent an 

  
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amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans
and/or Replacement Revolving Credit Commitments (as applicable). For purposes of this Agreement and the other Loan Documents, (A) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have a Term Loan having the terms
of such Refinancing Term Loan and (B) if a Lender is providing a Replacement Revolving Credit Commitment, such Lender will be deemed to have a Revolving Credit Commitment having the terms of such Replacement Revolving Credit Commitment.
Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.16), (i) no Refinancing Term Loan or Replacement Revolving Credit Commitment is required to be in any
minimum amount or any minimum increment, (ii) there shall be no condition to any incurrence of any Refinancing Term Loan or Replacement Revolving Credit Commitment at any time or from time to time other than those set forth in clauses (a)
or (c) above, as applicable, and (iii) all Refinancing Term Loans, Replacement Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement. 

Section 2.17    Lead Borrower. 

(a)    Each Additional Borrower hereby designates the Lead Borrower as its representative and agent for all purposes under
the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers,
amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such
appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by the Lead Borrower on behalf of any
Additional Borrower. The Administrative Agent and the Lenders may give any notice or communication with a Borrower hereunder to the Lead Borrower on behalf of such Borrower. Each of the Administrative Agent, the L/C Issuers and the Lenders shall
have the right, in its discretion, to deal exclusively with the Lead Borrower for any or all purposes under the Loan Documents. Each Additional Borrower agrees that any notice, election, communication, representation, agreement or undertaking made
on its behalf by the Lead Borrower shall be binding upon and enforceable against it. 
 (b)    The Lead Borrower hereby
accepts joint and several liability hereunder and under the other Loan Documents in consideration of the Credit Extensions to be provided by the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and
indirectly, of each of the Borrowers. The Lead Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with each other Borrower, with respect to the
payment and performance of all of the Obligations of such other Borrower. If and to the extent that a Borrower shall fail to make any payment with respect to any of such Borrower’s Obligations as and when due or to perform any of such
Borrower’s Obligations in accordance with the terms thereof, then in each such event, the Lead Borrower will make such payment with respect to, or perform, such Borrower’s Obligation. 

(c)    Each Additional Borrower is liable only for their portion of the Obligation. Subject to the terms and conditions
hereof, the Obligations of each Borrower under the provisions of this Section 2.17 constitute the absolute and unconditional, full recourse Obligations of such Borrower, enforceable against such Borrower to the full extent of its properties and
assets, irrespective of the validity, regularity or enforceability of this Agreement, the other Loan Documents or any other circumstances whatsoever. The provisions of this Section 2.17 are made for the benefit of the Agents, the Lenders and
their successors and assigns, and may be enforced by them from time to time against any or all of the applicable Borrowers as often as occasion therefor may arise and without requirement on the part of the Agents, the Lenders or such successors or
assigns first to marshal any of its or their claims or to exercise any of its or their rights against any other applicable Borrower or to exhaust any remedies available to it or them against any other applicable Borrowers or to resort to any other
source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. 
 (d)    No
Additional Borrower shall have liability with respect to the obligations, including any Credit Extension hereunder, of any other Additional Borrower. Any representation, covenant or other obligation included in this Agreement shall only be made with
respect to itself and on its own behalf. 

  
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 (e)    The provisions of this Section 2.17 shall remain in effect
until all of the Obligations shall have been paid in full or otherwise fully satisfied; provided that each Additional Borrower shall be released from these provisions to the extent it is released as an Additional Borrower pursuant to
Section 10.27. 
 Section 2.18    Defaulting Lenders. Notwithstanding any provision of this Agreement to the
contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 

(a)    Fees shall cease to accrue for such Defaulting Lender pursuant to Section 2.13. 

(b)    The Commitments, Loans and Revolving Exposure of such Defaulting Lender shall not be included in determining
whether the Required Lenders or Required RC Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.11); provided that this Section 2.18(b)
shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification effecting (i) an increase or extension of such Defaulting Lender’s Revolving Credit Commitment or (ii) the reduction or
excuse of principal amount of, or interest or fees payable on, such Defaulting Lender’s Loans or the postponement of the scheduled date of payment of such principal amount, interest or fees to such Defaulting Lender. 

(c)    If any Letters of Credit exist at the time such Lender becomes a Defaulting Lender then: 

(i)    Such Defaulting Lender’s L/C Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Revolver Percentages (but excluding the Revolving Credit Commitments of all the Defaulting Lenders from both the numerator and the denominator) but only to
the extent (x) the sum of all the Revolving Exposure owed to all non-Defaulting Lenders does not exceed the total of all non-Defaulting Lenders’ unused
Revolving Credit Commitments, (y) the representations and warranties of each Loan Party set forth in the Loan Documents to which it is a party are true and correct at such time, except to the extent that any such representation and warranty
relates to an earlier date (in which case such representation and warranty shall be true and correct as of such earlier date), and (z) no Default shall have occurred and be continuing at such time; 

(ii)    If the reallocation described in clause (i) above cannot, or can only partially, be effected,
the Borrowers shall, within two Business Days following notice by the Administrative Agent, cash collateralize for the benefit of relevant L/C Issuers such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation
pursuant to clause (i) above) for so long as any Letters of Credit are outstanding; 
 (iii)    If
the Borrowers cash collateralize any portion of such Defaulting Lender’s L/C Exposure pursuant clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.13(b) with respect
to such Defaulting Lender’s L/C Exposure during the period such Defaulting Lender’s L/C Exposure is cash collateralized by the Borrowers; 

(iv)    If L/C Exposures of the non-Defaulting Lenders are
reallocated pursuant to clause (i) above, then the fees payable to the Revolving Lenders pursuant to Section 2.13(a) and Section 2.13(b) shall be adjusted to reflect such non-Defaulting
Lenders’ L/C Exposure as reallocated; and 
 (v)    If any Defaulting Lender’s L/C Exposure is
neither cash collateralized nor reallocated pursuant to clauses (i) or (ii) above, then, without prejudice to any rights or remedies of the L/C Issuers or any Revolving Lender hereunder, all letter of credit fees payable under
Section 2.13(b) with respect to such Defaulting Lender’s L/C Exposure shall be payable to each applicable L/C Issuer until such L/C Exposure is cash collateralized and/or reallocated. 

(d)    So long as such Defaulting Lender is a Defaulting Lender, the L/C Issuers shall not be required to issue, amend or
increase any Letter of Credit, unless it is satisfied that the related L/C Exposure will be 100% covered by the unused Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be


  
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provided by the Borrowers in accordance with Section 2.18(c)(ii), and the participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.18(c)(i) (and such Defaulting Lender shall not participate therein). 

The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that Borrowers may have against such
Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. In the event that the Administrative Agent, the Borrowers and each
applicable L/C Issuer each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Revolving Exposure shall be readjusted to reflect the inclusion of such Lender’s unused
Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause such outstanding Revolving
Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Revolving Lenders (including such Lender) in accordance with their applicable percentages, whereupon such Lender will cease to be a
Defaulting Lender and will be a non-Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrowers and any L/C Exposure of such Lender reallocated pursuant to the requirements
above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender;
provided that, subject to Section 10.26 and except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to non-Defaulting Lender will constitute
a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. 
 ARTICLE
3.    CONDITIONS PRECEDENT. 
 Section 3.1    All Credit Extensions. At the time of each
Credit Extension made after the Amendment and Restatement Effective Date under the Revolving Facility hereunder: 

(a)    each of the representations and warranties set forth herein and in the other Loan Documents shall be
and remain true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date; 

(b)    no Default or Event of Default shall have occurred and be continuing or would occur as a result of
such Credit Extension; 
 (c)    after giving effect to any requested extension of credit, the aggregate
principal amount of all Revolving Loans and L/C Obligations under this Agreement shall not exceed the aggregate Revolving Credit Commitments; and 

(d)    (i) in the case of a Borrowing, the Administrative Agent shall have received the notice required by
Section 2.5 hereof, (ii) in the case of the issuance of any Letter of Credit the applicable L/C Issuer shall have received a duly completed Application, and/or (iii) in the case of an extension or increase in the amount of a Letter of
Credit, a written request therefor in a form reasonably acceptable to the applicable L/C Issuer. 
 Each request for a Borrowing covered
under this Section 3.1 and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 shall be deemed to be a representation and warranty by the
applicable Borrower on the date of such Credit Extension as to the facts specified in subsections (a) through (d), both inclusive, of this Section 3.1. 

ARTICLE 4.    THE GUARANTY. 

Section 4.1    [Reserved]. 

Section 4.2    [Reserved]. 

  
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 Section 4.3    Guaranty. As of the initial Guarantee Date
(other than during any Guarantee Termination Period), the payment and performance of the Obligations shall at all times be guaranteed by each Material Subsidiary (other than an Excluded Subsidiary), including any Immaterial Subsidiary which becomes
a Material Subsidiary (each, a “Guarantor” and, collectively, the “Guarantors”) pursuant to a guaranty agreement in substantially the form attached to the Original Loan Agreement (the “Guaranty”).

 Section 4.4    Further Assurances. In the event any Borrower or any Subsidiary (other than an
Excluded Subsidiary) forms or acquires any other Subsidiary (other than an Excluded Subsidiary), or any Immaterial Subsidiary becomes a Material Subsidiary (other than an Excluded Subsidiary) after the initial Guarantee Date (other than during any
Guarantee Termination Period), on or prior to the later to occur of (a) 60 days following the date of such acquisition or formation or event and (b) the date of the required delivery of the Compliance Certificate following the date of such
acquisition, formation or event (or such longer period as to which the Administrative Agent may consent), the Lead Borrower shall cause such Subsidiary to execute such guaranties (or supplements, assumptions or amendments to existing guaranty
documents) as the Administrative Agent may then require, and the Lead Borrower shall also deliver to the Administrative Agent, or cause such Subsidiary to deliver to the Administrative Agent, at the Lead Borrower’s cost and expense, such other
documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. 
 ARTICLE
5.    REPRESENTATIONS AND WARRANTIES. 
 On the Amendment and Restatement Effective Date and on the dates to the extent
required pursuant to Section 3.1 hereof, (i) the Lead Borrower, on behalf of itself, and (ii) solely with respect to Sections 5.2, 5.3, 5.4, 5.5, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17, 5.18, 5.19 and 5.21(c),
the Lead Borrower on behalf of each Additional Borrower and each Additional Borrower, severally and jointly in the case of the Lead Borrower and severally but not jointly in the case of any Additional Borrower, represent and warrant to each Lender
and the Administrative Agent that: 
 Section 5.1     Financial Statements. 

(a)    The Lead Borrower’s audited consolidated balance sheet and related audited consolidated statements of income,
comprehensive income, cash flows and shareholders’ equity as of and for the fiscal years ended July 2, 2021, July 3, 2020 and June 28, 2019, (i) were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects in accordance with GAAP the financial condition of the Lead Borrower and its Subsidiaries as of such dates and for such periods and
their results of operations for the periods covered thereby. 
 (b)    [Reserved]. 

(c)    The unaudited consolidated balance sheet and related unaudited statements of income, comprehensive income and cash
flows of the Lead Borrower as of and for the fiscal quarter ended October 1, 2021, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and
(ii) fairly present in all material respects in accordance with GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case
of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. 

Section 5.2     Organization and Qualification. Such Borrower and each of its Subsidiaries (i) is duly
organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation, except to the extent the failure of any Subsidiary to be in existence and good standing would not reasonably be
expected to have a Material Adverse Effect, (ii) has the power and authority to own its property and to transact the business in which it is engaged and proposes to engage, except where the failure to do so would not reasonably be expected to
have a Material Adverse Effect, and (iii) is duly qualified and in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except, in each case, under
this clause (iii) where the same would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. 

  
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 Section 5.3     Authority and Enforceability. Such Borrower
has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), and to perform all of its obligations hereunder and under the other Loan
Documents executed by it. The Loan Documents delivered by the Loan Parties have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such Person and constitute valid and binding obligations of
such Person enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity
(regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Loan Party, if any, of any of the
matters and things herein or therein provided for, (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Loan Party, (b) contravene or constitute a default under any provision of the organizational
documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute
a default under any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, or (d) result in the creation or imposition of any Lien on any Property of any Loan Party other than Permitted Liens, except with
respect to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien would not reasonably be expected to result in a Material Adverse
Effect. 
 Section 5.4    No Material Adverse Change. Since July 2, 2021, there has been no event or
circumstance which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. 
 Section
5.5    Litigation and Other Controversies. Except as specifically disclosed in any SEC Documents filed or furnished and publicly available on or before the Amendment and Restatement Effective Date (but excluding any
disclosure in the “Risk Factors” or “Forward-Looking Statements” sections of any SEC Document and similar statements included in any SEC Document that are solely forward looking in nature) or on Schedule 5.5, there is no
litigation, arbitration or governmental proceeding pending or, to the knowledge of the Borrowers and their respective Subsidiaries, threatened in writing against a Borrower or any of its Subsidiaries that would reasonably be expected to have a
Material Adverse Effect. 
 Section 5.6    True and Complete Disclosure. 

(a)    As of the Amendment and Restatement Effective Date, all written information (other than projections and any other
forward-looking information of a general economic or industry nature) furnished by or on behalf of the Lead Borrower or any of its Subsidiaries to the Administrative Agent, any L/C Issuer or any Lender for purposes of or in connection with this
Agreement, or any transaction contemplated herein, is complete and correct when taken as a whole, in all material respects, and does not, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements contained therein, in the light of the circumstances under which they were made, not materially misleading (after giving effect to all supplements and updates with respect thereto); provided that, with respect to
projected financial information furnished by or on behalf of the Lead Borrower or any of its Subsidiaries, the Lead Borrower only represents and warrants that such information has been prepared in good faith based upon assumptions believed to be
reasonable at the time furnished (it being understood that such projections are as to future events and are not viewed as facts or a guarantee of financial performance or achievement and that such projections are subject to significant uncertainties
and contingencies, many of which are beyond the control of the Lead Borrower, that actual results may differ significantly from the projections and such differences may be material). 

(b)    As of the Amendment and Restatement Effective Date, the information included in the Beneficial Ownership
Certification provided on or prior to the Amendment and Restatement Effective Date to any Lender in connection with this Agreement is true and correct in all respects. 

Section 5.7    Margin Stock. Neither the making of any Loan or other extension of credit hereunder nor the use of
the proceeds thereof will violate the provisions of Regulations U or X of the Board of Governors of the Federal Reserve System and any successor to all or any portion of such regulations. None of the Loan Parties is engaged nor will it engage,
principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), or


  
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extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System). 

Section 5.8     Taxes. Such Borrower and each of its Subsidiaries has filed or caused to be filed all Tax
returns required to be filed by such Borrower and/or any of its Subsidiaries, except where failure to so file would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. Such Borrower and each of its
Subsidiaries has paid all Taxes payable by them (whether or not shown on any Tax returns, and including in its capacity as withholding agent), except those (a) not overdue by more than thirty (30) days or (b) if more than 30 days
overdue, (i) those that are being contested in good faith and by proper legal proceedings and as to which appropriate reserves have been provided for in accordance with GAAP or (ii) those the
non-payment of which would not be reasonably expected to result, either individually or in the aggregate, in a Material Adverse Effect. 

Section 5.9     ERISA. Such Borrower and each other member of its Controlled Group has fulfilled its
obligations under the minimum funding standards of, and is in compliance in all material respects with, ERISA and the Code to the extent applicable to it and, other than a liability for premiums under Section 4007 of ERISA, has not incurred any
liability to the PBGC or a Plan, except where the failure, noncompliance or incurrence of such would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Such Borrower and its Subsidiaries have no
contingent liabilities with respect to any post-retirement benefits under a Welfare Plan, other than liability for continuation coverage described in article 6 of Title 1 of ERISA, and except as would not be reasonably expected to have a Material
Adverse Effect. 
 Section 5.10     Subsidiaries. Schedule 5.10 correctly sets forth, as of the
Amendment and Restatement Effective Date, each Subsidiary of the Lead Borrower, its respective jurisdiction of organization or incorporation and the percentage ownership (whether directly or indirectly) of the Lead Borrower in each class of capital
stock or other Equity Interests of each of its Subsidiaries. 
 Section 5.11     Compliance with Laws. Such
Borrower and each of its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authority in respect of the conduct of their businesses and the ownership of
their property, except such noncompliance as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 

Section 5.12     Environmental Matters. Except as would not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect: 
 (a)    Such Borrower and each of its
Subsidiaries is in compliance with all Environmental Laws and has obtained and is in compliance with all permits issued under such Environmental Laws; 

(b)    There are no pending or, to the knowledge of such Borrower or any of its Subsidiaries, threatened
Environmental Claims against the Borrowers or any of their respective Subsidiaries or any real property, including leaseholds, currently or, to the knowledge of the Borrowers, formerly owned or operated by the Borrowers or any of their respective
Subsidiaries; 
 (c)    To the knowledge of the Borrowers or any of their respective Subsidiaries, there
are no facts, circumstances, conditions or occurrences that could reasonably be expected to (i) form the basis of an Environmental Claim against or result in an Environmental Liability of a Borrower or any Subsidiary, or (ii) cause any
real property of a Borrower or any Subsidiary to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property by a Borrower or any of its Subsidiaries under any Environmental Law. 

(d)    Hazardous Materials have not been Released on, at, under or from any facility currently or, to the
knowledge of the Borrowers, formerly owned or operated by any Borrower or any of its Subsidiaries that would reasonably be expected to result in any liability of a Borrower or any of its Subsidiaries. 

Section 5.13     Investment Company. No Borrower is required to register as an “investment company”
under the Investment Company Act of 1940, as amended. 

  
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 Section 5.14     Intellectual Property. Such Borrower and
each of its Subsidiaries own all the patents, trademarks, service marks, trade names, copyrights, trade secrets, know-how or other intellectual property rights, or each has obtained licenses or other rights of
whatever nature necessary for the present conduct of its businesses, in each case without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, would reasonably be expected to result in a Material
Adverse Effect. 
 Section 5.15     Good Title. Such Borrower and its Subsidiaries have good and
indefeasible title, to, or valid leasehold interests in, to their material properties and assets as reflected on the Lead Borrower’s most recent consolidated balance sheet provided to the Administrative Agent (except for sales of assets
permitted hereunder, and such defects in title or the validity of leasehold interests that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect) and is subject to no Liens, other than Permitted
Liens. 
 Section 5.16     Labor Relations. Neither any Borrower nor any of its Subsidiaries is engaged in
any unfair labor practice that would reasonably be expected to have a Material Adverse Effect. There is (i) no strike, labor dispute, slowdown or stoppage pending against any Borrower or any of its Subsidiaries or, to the knowledge of such
Borrower and its Subsidiaries, threatened in writing against a Borrower or any of its Subsidiaries and (ii) to the knowledge of such Borrower and its Subsidiaries, no union representation proceeding is pending with respect to the employees of a
Borrower or any of its Subsidiaries and no union organizing activities are taking place, except (with respect to any matter specified in clause (i) or (ii) above, either individually or in the aggregate) such as would not reasonably be expected
to have a Material Adverse Effect. 
 Section 5.17     Capitalization. Except as set forth on Schedule
5.17, all outstanding Equity Interests of the Lead Borrower and its Subsidiaries have been duly authorized and validly issued, and, to the extent applicable, are fully paid and nonassessable, and as of the Amendment and Restatement Effective
Date there are no outstanding commitments or other obligations of any Subsidiary to issue, and no rights of any Person to acquire, any Equity Interests in any Subsidiary. 

Section 5.18     Governmental Authority and Licensing. Such Borrower and its Subsidiaries have received all
licenses, permits, and approvals of each Governmental Authority necessary to conduct their businesses, in each case where the failure to obtain or maintain the same would reasonably be expected to have a Material Adverse Effect. No investigation or
proceeding that could reasonably be expected to result in revocation or denial of any license, permit or approval is pending or, to the knowledge of the Borrowers, threatened in writing, except where such revocation or denial would not reasonably be
expected to have, either individually or in the aggregate, a Material Adverse Effect. 
 Section 5.19    
Approvals. No authorization, consent, license or exemption from, or filing or registration with, any Governmental Authority, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or
performance by the Borrowers of any Loan Document, except (a) for such approvals which have been obtained prior to the Amendment and Restatement Effective Date and remain in full force and effect, (b) filings necessary to perfect Liens
created by the Loan Documents and (c) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which would not be reasonably expected to have a Material Adverse Effect. 

Section 5.20     Solvency. As of the Amendment and Restatement Effective Date, as applicable, and after giving
effect to the Amendment and Restatement Effective Date Transactions and the incurrence of the indebtedness and obligations being incurred in connection with this Agreement and the Amendment and Restatement Effective Date Transactions, (a) the
fair value of assets of the Lead Borrower and its Subsidiaries is more than the existing debts of the Lead Borrower and its Subsidiaries as they become absolute and matured, (b) the present fair saleable value of the assets of the Lead Borrower
and its Subsidiaries is greater than the amount that will be required to pay the probable liability on existing debts of the Lead Borrower and its Subsidiaries as they become absolute and matured, (c) the capital of the Lead Borrower and its
Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Lead Borrower or its Subsidiaries, taken as a whole, contemplated as of the Amendment and Restatement Effective Date and as proposed to be conducted
following the Amendment and Restatement Effective Date; and (d) the Lead Borrower and its Subsidiaries are able to meet their debts as they generally become due. For the purposes of this Section 5.20, the amount of any contingent liability
at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. 

  
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 Section 5.21     Anti-Corruption Laws, Sanctions and
Anti-Money Laundering. 
 (a)    Anti-Corruption and Sanctions. The Lead Borrower has implemented and
maintains in effect policies and procedures designed to promote compliance by the Lead Borrower and its Subsidiaries and, in connection with the activities of the Lead Borrower and its Subsidiaries, their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions, and the Lead Borrower and its Subsidiaries and, in connection with the activities of the Lead Borrower and its Subsidiaries, their respective directors and officers and, to the knowledge
of a Responsible Officer of the Lead Borrower, its employees, agents and Affiliates are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (i) the Lead Borrower or its Subsidiaries or any of their
respective directors or officers or (ii) to the knowledge of a Responsible Officer of the Lead Borrower, any of the respective employees or Affiliates of the Lead Borrower or any of its Subsidiaries is a Sanctioned Person or located, organized
or resident in a Sanctioned Country. 
 (b)    Patriot Act. The Lead Borrower and its Subsidiaries are in
compliance in all material respects with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), Sanctions, anti-money-laundering laws
and Anti-Corruption Laws. 
 (c)    Use of Proceeds. The proceeds of any Loans or Letter of Credit will not
(x) be made available to any Person, directly or indirectly, (I) for the purpose of financing or facilitating any activity in any Sanctioned Country, or any activity with any Sanctioned Person or (II) in any other manner which would
result in violation of Sanctions by any Person party to this Agreement or (y) be used for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else
acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the U.S. Foreign Corrupt Practices Act, as amended, or any other Anti-Corruption Laws. 

ARTICLE 6.     COVENANTS. 

The Lead Borrower covenants and agrees that, from and after the Amendment and Restatement Effective Date until the Loans or other Obligations
hereunder shall have been paid in full and all Letters of Credit have terminated (other than with respect to contingent indemnification obligations for which no claim has been made and Letters of Credit that have been cash collateralized or
otherwise backstopped (including by “grandfathering” into future credit agreements)) and the Commitments shall have been terminated (the “Termination Date”): 

Section 6.1     Information Covenants. The Lead Borrower will furnish to the Administrative Agent (for
delivery to the Lenders): 
 (a)    Quarterly Reports. Within 45 days after the end of each fiscal
quarter of the Lead Borrower not corresponding with the fiscal year end, commencing with the fiscal quarter ending September 30, 2016, the Lead Borrower’s consolidated balance sheet as at the end of such fiscal quarter and the related
consolidated statements of income, comprehensive income and cash flows for such fiscal quarter and for the elapsed portion of the fiscal year-to-date period then ended,
each in reasonable detail, prepared by the Lead Borrower in accordance with GAAP, and setting forth comparative figures for the corresponding fiscal quarter in the prior fiscal year, all of which shall be certified by the chief financial officer or
other financial or accounting officer of the Lead Borrower that they fairly present in all material respects in accordance with GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated and the results of their
operations and changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes. 

(b)    Annual Statements. Within 90 days after the close of each fiscal year of the Lead Borrower
(commencing with the fiscal year ending July 1, 2016), a copy of the Lead Borrower’s consolidated balance sheet as of the last day of the fiscal year then ended and the Lead Borrower’s consolidated statements of income, comprehensive
income, cash flows and shareholders’ equity for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail and showing in comparative form the figures for the previous fiscal year, accompanied by a report thereon of
KPMG LLP or another firm of independent public accountants of recognized national standing, selected by the Lead Borrower, to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly


  
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in accordance with GAAP the consolidated financial condition of the Lead Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for
the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards (which report shall be unqualified as to scope of such audit and
shall not contain any “going concern” or like qualification; provided that such report may contain a “going concern” qualification, explanatory paragraph or emphasis solely as a result of an impending maturity within 12
months of any of the Facilities (including Incremental Facilities)). 
 (c)    Annual Budget.
Within 45 days after the commencement of each fiscal year of the Lead Borrower, an annual budget for the Lead Borrower and its Subsidiaries for such fiscal year in a form customarily prepared by management of the Lead Borrower for its internal use
(including a projected consolidated balance sheet and consolidated statements of profits and losses and capital expenditures as of the end of and for such fiscal year). 

(d)    [Reserved] 

(e)    Compliance Certificate. At the time of the delivery of the financial statements provided for
in Sections 6.1(a) and (b), a certificate of the chief financial officer or other financial or accounting officer of the Lead Borrower substantially in the form of Exhibit F (w) stating no Default or Event of Default has occurred and is
then continuing or, if a Default or Event of Default exists, a detailed description of the Default or Event of Default and all actions the Lead Borrower is taking with respect to such Default or Event of Default, (x) during a Guarantee Period,
designating any applicable Domestic Subsidiary as a Material Subsidiary and (y) showing the Lead Borrower’s compliance with the covenant set forth in Section 6.22. 

(f)    Notice of Default or Litigation. Promptly after any senior executive officer of the Lead
Borrower obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Lead Borrower
proposes to take with respect thereto and (ii) the commencement of, or threat in writing of, or any significant development in, any litigation, labor controversy, arbitration or governmental proceeding pending against the Lead Borrower or any
of its Subsidiaries which would reasonably be expected to result in a Material Adverse Effect. 

(g)    Other Reports and Filings. To the extent not required by any other clause in this
Section 6.1, promptly, copies of all financial information, proxy materials and other material information which the Lead Borrower or any of its Subsidiaries has delivered to holders of, or to any agent or trustee with respect to, Indebtedness
of the Lead Borrower or any of its Subsidiaries in their capacity as such a holder, agent or trustee to the extent that the aggregate principal amount of such Indebtedness exceeds (or upon the utilization of any unused commitments may exceed)
$500.0 million. 
 (h)    [Reserved]. 

(i)    Environmental Matters. Promptly after the Lead Borrower obtains knowledge thereof, notice of
one (1) or more of the following environmental matters which individually, or in the aggregate, may reasonably be expected to have a Material Adverse Effect: (i) any notice of an Environmental Claim against the Lead Borrower or any of its
Subsidiaries or any real property owned or operated by the Lead Borrower or any of its Subsidiaries; (ii) any condition or occurrence on or arising from any real property owned or operated by the Lead Borrower or any of its Subsidiaries that
(a) results in noncompliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law or (b) could reasonably be expected to form the basis of an Environmental Claim against the Lead Borrower or any of its Subsidiaries or
any such real property; (iii) any condition or occurrence on any real property owned or operated by the Lead Borrower or any of its Subsidiaries that could reasonably be expected to cause such real property to be subject to any restrictions on
the ownership, occupancy, use or transferability by the Lead Borrower or any of its Subsidiaries of such real property under any Environmental Law; and (iv) any removal or remedial actions to be taken in response to the actual or alleged
presence of any Hazardous Material on any real property owned or operated by the Lead Borrower or any of its Subsidiaries as required by any 

  
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Environmental Law or any Governmental Authority. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action
and the Lead Borrower’s or such Subsidiary’s response thereto. In addition, the Lead Borrower agrees to provide the Lenders with copies of all material non-privileged written communications by the
Lead Borrower or any of its Subsidiaries with any Person or Governmental Authority relating to any of the matters set forth in clauses (i) through (iv) above, and such detailed reports relating to any of the matters set forth in clauses
(i) through (iv) above as may reasonably be requested by, and at the expense of, the Administrative Agent or the Required Lenders. 

(j)    Other Information. From time to time, such other information or documents (financial or
otherwise) as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; provided that the Administrative Agent and any Lender (through the Administrative Agent) may request such information in their
respective capacities as Administrative Agent and Lender only and may not use such information for any purpose other than a purpose reasonably related to its capacity as Administrative Agent or Lender, as applicable. 

Information and documents required to be delivered pursuant to this Section 6.1 may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the date (i) on which the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s website on the Internet at the website address provided to the Administrative Agent
or on an Intralinks or similar site to which the Lenders have been granted access; or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent. 

Notwithstanding the foregoing, the obligations in clauses (a), (b) and (d) of this Section 6.1 may be satisfied by furnishing the
Lead Borrower’s Form 10-K or 10-Q, as applicable, filed with the Securities and Exchange Commission. 

The Lead Borrower acknowledges and agrees that all financial statements furnished pursuant to clauses (a) and (b) above are hereby deemed
to be Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 10.25 and may be treated by the Administrative Agent and the Lenders as if the same had been marked “PUBLIC” in
accordance with such paragraph (unless the Lead Borrower otherwise notifies the Administrative Agent in writing on or prior to delivery thereof). 

Section 6.2     Inspections. The Lead Borrower will, and will cause each Subsidiary to, permit officers,
designated representatives and agents of the Administrative Agent (or any Lender solely if accompanying the Administrative Agent), to visit and inspect any tangible Property of the Lead Borrower or such Subsidiary, and to examine the books of
account of the Lead Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Lead Borrower or such Subsidiary with its and their officers and independent accountants, all at such reasonable times during normal business hours
as the Administrative Agent may request, in each case, subject to Section 10.23; provided that (i) reasonable prior written notice of any such visit, inspection or examination shall be provided to the Lead Borrower and such visit,
inspection or examination shall be performed at reasonable times to be agreed to by the Lead Borrower, which agreement will not be unreasonably withheld, (ii) excluding any such visits and inspections during the continuation of an Event of
Default, the Administrative Agent shall not exercise its rights under this Section 6.2 more often than one (1) time during any such fiscal year, the Lead Borrower is not obligated to compensate the Administrative Agent for more than one
(1) inspection and examination by the Administrative Agent during any calendar year and any such compensation shall be subject to the limitations of Section 10.13, and (iii) the Administrative Agent may conduct inspections pursuant to
this Section 6.2 in its respective capacity as Administrative Agent only and may not conduct inspections or utilize information from such inspections for any purpose other than a purpose reasonably related to its capacity as Administrative
Agent. The Administrative Agent shall give the Lead Borrower a reasonable opportunity to participate in any discussions with the Lead Borrower’s independent public accountants. 

Section 6.3     Maintenance of Property, Insurance, Environmental Matters, etc. 

(a)    The Lead Borrower will, and will cause each of its Subsidiaries to, (i) keep its tangible property, plant and
equipment in good repair, working order and condition, (ii) prosecute, maintain and renew its intellectual property, except to the extent permitted herein, except (A) in the case of clause (i) with respect to normal wear and


  
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tear and casualty and condemnation and (B) in the case of clauses (i) and (ii) to the extent that failure to do so would not reasonably be expected to result in a Material Adverse
Effect and (iii) maintain in full force and effect with insurance companies that the Lead Borrower believes are financially sound and reputable insurance against loss or damage of the kinds customarily insured against by Persons engaged in the
same or similar business of the Lead Borrower of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Lead Borrower and the
Subsidiaries) as are customarily carried under similar circumstances by such other Persons and shall furnish to the Administrative Agent upon its reasonable request (but not more than once per fiscal year in the absence of an Event of Default)
reasonably detailed information as to the insurance so carried. 
 (b)    Without limiting the generality of
Section 6.3(a), the Lead Borrower and its Subsidiaries: (i) shall comply with, and maintain all real property in compliance with, any Environmental Laws; (ii) shall obtain and maintain in full force and effect all permits issued under
Environmental Law required for its operations at or on its facilities; (iii) shall cure as soon as reasonably practicable any material violation of applicable Environmental Laws with respect to any of its real properties; (iv) shall not,
and shall not permit any other Person to, own or operate on any of its real properties any landfill or dump or hazardous waste treatment, storage or disposal facility as defined pursuant to the RCRA, or any comparable state law; and (v) shall
not use, generate, treat, store, release or dispose of Hazardous Materials at, under, from or on any of the real property except in the ordinary course of its business and in compliance with all Environmental Laws; except, with respect to clauses
(i), (ii), (iv) and (v), to the extent, either individually or in the aggregate, all of the same would not be reasonably expected to have a Material Adverse Effect. With respect to any Release of Hazardous Materials, the Lead Borrower and its
Subsidiaries shall conduct any necessary or required investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other response action necessary to remove, cleanup or abate any material quantity of Hazardous Materials
released as required by any applicable Environmental Law. 
 Section 6.4     Books and Records. The Lead
Borrower will, and will cause each Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all
material financial transactions and matters involving the assets and business of the Lead Borrower or its Subsidiary, as the case may be. 

Section 6.5     Preservation of Existence. The Lead Borrower will, and will cause each of its Subsidiaries to,
do or cause to be done, all things necessary to preserve and keep in full force and effect (a) its existence under the laws of its jurisdiction of organization and (b) its franchises, authority to do business and governmental licenses,
except, (i) in the case of clause (a) with respect to each Subsidiary and (ii) in the case of clause (b), in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided,
however, that nothing in this Section 6.5 shall prevent the Lead Borrower or any Subsidiary from consummating any transaction permitted by Section 6.16. 

Section 6.6     Compliance with Laws. The Lead Borrower shall, and shall cause each Subsidiary to, comply in
all respects with the requirements of all laws, rules, regulations, ordinances and orders applicable to its property or business operations of any Governmental Authority, where any such non-compliance,
individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or result in a Lien upon any of its Property (other than a Permitted Lien). The Lead Borrower will maintain in effect and enforce policies and
procedures designed to promote compliance by the Lead Borrower, its Subsidiaries and their respective directors, officers and employees in connection with the Lead Borrower or its Subsidiaries with Anti-Corruption Laws, applicable Sanctions and the
Patriot Act and other applicable anti-money laundering laws. 
 Section 6.7     ERISA. The Lead Borrower
shall, and shall cause each Subsidiary to, promptly pay and discharge all obligations and liabilities arising under ERISA of a character which if unpaid or unperformed would reasonably be expected to have a Material Adverse Effect. The Lead Borrower
shall, and shall cause each Subsidiary to, promptly notify the Administrative Agent of: (a) the occurrence of any Reportable Event with respect to a Plan, (b) receipt of any notice from the PBGC of its intention to seek termination of any
Plan or appointment of a trustee therefor and (c) its intention to terminate or withdraw from any Plan, in each case, except as could not reasonably be expected to have a Material Adverse Effect. 

  
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 Section 6.8     Payment of Taxes. The Lead Borrower will,
and will cause each of its Subsidiaries to, pay and discharge all material Taxes (whether or not shown on any Tax return, and including in its capacity as withholding agent) imposed upon it or any of its Property, before becoming delinquent and
before any material penalties accrue thereon, unless and to the extent that (a) such Taxes are being contested in good faith and by proper proceedings and as to which appropriate reserves are provided in accordance with GAAP or (b) the
failure to pay such Taxes could not be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect. 

Section 6.9     [Reserved]. 

Section 6.10     Use of Proceeds. The Borrowers shall use the proceeds of the Revolving Loans on or after the
Amendment and Restatement Effective Date for working capital needs and for other general corporate purposes of the Borrowers and their respective Subsidiaries. The Lead Borrower shall use the proceeds of the Term
A-2 Loans on the Amendment and Restatement Effective Date, together with the proceeds of the 2029 Senior Unsecured Notes and 2032 Senior Unsecured Notes and cash on the balance sheet, to refinance the Term A-1 Loans and to pay fees and expenses incurred in connection with the Amendment and Restatement Effective Date Transactions. The proceeds of any Loans or Letter of Credit will not (x) be made available to any
Person, directly or indirectly, (I) for the purpose of financing or facilitating any activity in any Sanctioned Country, or any activity with any Sanctioned Person or (II) in any other manner which would result in violation of Sanctions by
any Person party to this Agreement or (y) be used for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order
to obtain, retain or direct business or obtain any improper advantage, in violation of the U.S. Foreign Corrupt Practices Act, as amended, or any other Anti-Corruption Laws. 

Section 6.11     Sale/Leaseback Transactions. The Lead Borrower will not, and will not permit any Subsidiary
to, enter into any Sale/Leaseback Transaction, except the following: 
 (a)    the Sale/Leaseback Transaction is solely
with a Borrower or another Subsidiary; 
 (b)    the lease is for a period not in excess of 36 months (or which may be
terminated by the applicable Borrower or such Subsidiary), including renewals; 
 (c)    the Sale/Leaseback Transaction
was entered into prior to the Amendment and Restatement Effective Date; 
 (d)    a Borrower or a Subsidiary within 365
days after the sale of such property in connection with such Sale/Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such property to (a) the repayment of Indebtedness hereunder, other Indebtedness
ranked on a pari passu basis with the Indebtedness hereunder or Indebtedness of a Subsidiary, (b) the purchase, construction, development, expansion or improvement of property; or (c) a combination thereof; or 

(e)    the Attributable Debt of the Borrowers and Subsidiaries of the Lead Borrower in respect of such Sale/ Leaseback
Transaction and all other Sale/Leaseback Transactions entered into after the Amendment and Restatement Effective Date (other than any such Sale/Leaseback Transaction as would be permitted as described in clauses (a)-(d) of this sentence), together
with the aggregate outstanding principal amount of Indebtedness of Subsidiaries permitted by Section 6.14(b)(xviii) and the aggregate principal amount of the outstanding Indebtedness secured by Liens permitted by Section 6.15(r) in an
amount that does not exceed at any one time outstanding the greater of $1,688 million and 15% of Consolidated Net Tangible Assets. 

Section 6.12     [Reserved]. 

Section 6.13     [Reserved]. 

Section 6.14     Limitation on Subsidiary Indebtedness and Issuance of Subsidiary Preferred Stock. 


  
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 (a)    The Lead Borrower will not permit any Subsidiary to create,
incur, assume, guarantee or permit to exist, with respect to (collectively, “incur”) any Subsidiary Indebtedness (including Acquired Debt). Notwithstanding the foregoing, this Section 6.14 shall not apply to Indebtedness of any
Additional Borrower solely as it relates to the Obligations under this Agreement. 
 (b)    The foregoing restriction
shall not apply to the following items: 
 (i)    Indebtedness owed pursuant to Hedge Agreements entered
into in the ordinary course of business and not for speculative purposes; 
 (ii)    Indebtedness of any
Subsidiary owed to the Lead Borrower or any other Subsidiary; provided that such Indebtedness shall not have been transferred to any Person other than the Lead Borrower or a Subsidiary; 

(iii)    (A) Indebtedness (including Capitalized Lease Obligations and other Indebtedness arising under
Capital Leases) the proceeds of which are used to finance the acquisition, lease, construction, repair, replacement, expansion or improvement of fixed or capital assets or otherwise incurred in respect of capital expenditures, whether through the
direct purchase of assets or the purchase of capital stock of any Person owning such assets and (B) Indebtedness incurred in connection with the leases of precious metals and/or commodities; provided that, the aggregate principal amount
of Indebtedness outstanding under this clause (b)(iii), together with any Refinancing Indebtedness incurred under clause (b)(xiv) below in respect thereof, shall not exceed the greater of $500.0 million and 2.50% of Consolidated Total Assets
(measured as of the date such Indebtedness is issued or incurred and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1(a) or (b), but giving effect to any Specified Transaction
occurring thereafter and on or prior to the date of determination); 
 (iv)    Contingent Obligations
incurred by any Subsidiary in respect of Indebtedness of a Borrower or any other Subsidiary that is permitted to be incurred under this Agreement. 

(v)    Contingent Obligations incurred in the ordinary course of business in respect of obligations to
suppliers, customers, franchisees, lessors, licensees or distribution partners; 
 (vi)    (i) unsecured
(other than vendor’s liens arising by operation of law) Indebtedness in respect of obligations of any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services;
provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedge Agreements and
(ii) unsecured Indebtedness in respect of intercompany obligations of any Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the
borrowing of money; 
 (vii)    Indebtedness arising from agreements providing for earn outs,
indemnification, adjustment of purchase price or similar obligations, in each case, entered into in connection with the disposition of any business, assets or capital stock permitted hereunder, other than Contingent Obligations incurred by any
Person acquiring all or any portion of such business, assets or capital stock for the purpose of financing such acquisition; 

(viii)    Indebtedness arising from agreements providing for earn outs, indemnification, adjustment of
purchase price or similar obligations, in each case, entered into in connection with any acquisitions or other investments; 

(ix)    Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance
and completion guarantees and similar obligations incurred in the ordinary course of business and not in connection with the borrowing of money or Hedge Agreements; 

  
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 (x)    Indebtedness consisting of (i) obligations
to pay insurance premiums or (ii) take-or-pay obligations contained in supply agreements, in each case arising in the ordinary course of business and not in
connection with the borrowing of money or Hedge Agreements; 
 (xi)    Indebtedness representing deferred
compensation or similar arrangements to employees, consultants or independent contractors of the Lead Borrower and its Subsidiaries incurred in the ordinary course of business or otherwise incurred in connection with any Acquisition or other
investment; 
 (xii)    Indebtedness consisting of promissory notes issued to current or former officers,
managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of capital stock of the Lead Borrower; 

(xiii)    Indebtedness in respect of Cash Management Services, netting services, automatic clearing house
arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; 

(xiv)    Indebtedness in existence on the Amendment and Restatement Effective Date and if such Indebtedness
is in excess of $50 million as set forth in all material respects on Schedule 6.14 and intercompany Indebtedness in existence on the Amendment and Restatement Effective Date; 

(xv)    Indebtedness constituting reimbursement obligations with respect to bankers’ acceptances and
letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation laws, unemployment insurance laws or similar legislation, or other Indebtedness with respect to reimbursement type
obligations regarding workers’ compensation laws, unemployment insurance laws or similar legislation; provided, however, that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such
Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; 

(xvi)    the incurrence of any Refinancing Indebtedness with respect to any Indebtedness permitted under
clauses (b)(iii), (b)(xiv) and (b)(xviii); 
 (xvii)    Indebtedness of Persons that are acquired or
merged into a Subsidiary in an Acquisition or that is assumed by a Subsidiary in connection with such Acquisition; provided that such Indebtedness is not incurred in contemplation of such Acquisition; 

(xviii)    other Subsidiary Indebtedness; provided that the aggregate principal amount of
Indebtedness outstanding under this clause (b)(xviii) (together with any Refinancing Indebtedness incurred under clause (b)(xvi) above in respect thereof) together with the Attributable Debt in respect of all outstanding Sale/Leaseback Transactions
permitted under Section 6.11 and the aggregate principal amount of the outstanding Indebtedness secured by Liens permitted by Section 6.15(r), shall not exceed the greater of $1,688 million and 15% of Consolidated Net Tangible Assets,
measured as of the date such Indebtedness is issued or incurred and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1, but giving effect to any Specified Transaction occurring
thereafter and on or prior to the date of determination; 
 (xix)    endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary course of business; 

(xx)    obligations of any Subsidiary incurred in connection with rebate programs; 

(xxi)    Permitted Receivables Financing shall not to exceed the greater of $1,000 million and 4.0% of
Consolidated Total Assets at any time outstanding; and 

  
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 (xxii)    solely during a Guarantee Period,
(x) Indebtedness in the form of a Guaranty and (y) guarantees of any Indebtedness of the Lead Borrower, except for Indebtedness in respect of the 2029 Senior Unsecured Notes and 2032 Senior Unsecured Notes. 

For purposes of determining compliance with this Section 6.14 or Section 6.15, the amount of any Indebtedness
denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect on the date on which such Indebtedness was incurred (in respect of term Indebtedness) or committed (in respect of revolving
Indebtedness); provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars (or in a different currency from the Indebtedness being refinanced), and such refinancing would cause
the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall not be deemed to have been exceeded so long as the
principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount, as applicable, of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting
discounts, premiums (including tender premiums), defeasance costs and other costs and expenses incurred in connection with such refinancing. 

Further, for purposes of determining compliance with this Section 6.14, (A) Indebtedness need not be permitted solely by
reference to one category of permitted Indebtedness (or any portion thereof) described in this Section 6.14 but may be permitted in part under any relevant combination thereof (and subject to compliance, where relevant, with Section 6.15)
and (B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof) described in this Section 6.14, the Lead Borrower may, in its
sole discretion, classify or divide such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.14 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion
thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant only to such clause or clauses (or any portion thereof). 

Section 6.15     Liens. The Lead Borrower will not, and will not permit any of its Subsidiaries to, create,
incur or suffer to exist any Lien on any of its Property; provided that the foregoing shall not prevent the following (the Liens described below in this Section 6.15 (the “Permitted Liens”): 

(a)    Liens for the payment of taxes which are not yet due and payable and Liens (or deposits as security)
for taxes which are being contested in good faith by appropriate proceedings and as to which appropriate reserves have been provided for in accordance with GAAP; 

(b)    Liens (i) arising by statute in connection with worker’s compensation, unemployment
insurance, old age benefits, social security obligations, statutory obligations or other similar charges, (ii) in connection with bids, tenders, contracts or leases to which the Lead Borrower or any Subsidiary is a party or (iii) to secure
public or statutory obligations of such Person or deposits of cash or Cash Equivalents to secure surety or appeal bonds to which such Person is a party, or deposits as security or for the payment of rent, in each case, incurred in the ordinary
course of business; 
 (c)    mechanics’, workmen’s, materialmen’s, landlords’,
carriers’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not overdue by a period of more than 60 days or if more than 60 days overdue (i) which would not reasonably be expected to
have a Material Adverse Effect or (ii) which are being contested in good faith by appropriate proceedings; 

(d)    Liens created by or pursuant to this Agreement; 

(e)    Liens on property of the Lead Borrower or any Subsidiary created solely for the purpose of securing
indebtedness permitted by Section 6.14(b)(iii) hereof; provided that no such Lien shall extend to or cover other Property of the Lead Borrower or such Subsidiary other than the respective Property so acquired or similar Property acquired
from the same lender or its Affiliates, and the principal amount of indebtedness secured by any such Lien shall at no time exceed the purchase price of all such Property; 

  
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 (f)    easements, rights-of-way, restrictions, and other similar encumbrances as to the use of real property of the Lead Borrower or any Subsidiary incurred in the ordinary course of business which do not impair their use in
the operation of the business of such Person; 
 (g)    Liens in connection with Sale/Leaseback
Transactions permitted hereunder; 
 (h)    Liens arising from judgments or decrees for the payment of
money in circumstances not constituting an Event of Default under Section 7.1; 
 (i)    any
interest or title of a lessor, sublessor, licensor or sublicensor or Lien securing a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under any lease not prohibited by this Agreement and leases, licenses, subleases or
sublicenses granted to others that do not (x) interfere in any material respect with the business of the Lead Borrower and its Subsidiaries, taken as a whole, or (y) secure any Indebtedness; 

(j)    licenses, sublicenses, covenants not to sue or other grants of rights to intellectual property
rights granted (i) in the ordinary course of business or (ii) in the reasonable business judgment of the Lead Borrower in the conduct of its business (including in the settlement of litigation or entering into cross-licenses); 

(k)    any zoning, building or similar law or right reserved to, or vested in, any Governmental Authority
to control or regulate the use of any real property that does not materially interfere with the ordinary course of conduct of the business of the Lead Borrower and its Subsidiaries, taken as a whole; 

(l)    Liens (i) of a collection bank arising under
Section 4-210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and
(iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right to set off), which are within the general parameters customary in the banking industry; 

(m)    Liens (i) on cash advances in favor of the seller of any property to be acquired in an
investment to be applied against the purchase price for such investment or (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property; 

(n)    Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents;

 (o)    Liens that are contractual rights of set-off
(i) relating to the establishment of depository relations with banks not given in connection with the issuance of indebtedness, (ii) relating to pooled deposit, automatic clearing house or sweep accounts of the Lead Borrower or any
Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Lead Borrower and its Subsidiaries, (iii) relating to purchase orders and other agreements entered into with customers of
the Lead Borrower or any Subsidiary in the ordinary course of business or (iv) relating to the credit cards and credit accounts of the Lead Borrower or any of its Subsidiaries in the ordinary course of business; 

(p)    Liens solely on any cash earnest money deposits or escrow arrangements made by the Lead Borrower or
any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; 

(q)    Liens on insurance policies and the proceeds thereof securing the financing of the premiums with
respect thereto; 
 (r)    Liens incurred to secure any obligations; provided that the aggregate
principal amount of all such obligations secured by such Liens (together with all Refinancing Indebtedness in respect thereof) 

  
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together with the Attributable Debt in respect of all outstanding Sale/Leaseback Transactions permitted under Section 6.11 and the aggregate outstanding principal amount of Indebtedness of
Subsidiaries permitted by Section 6.14(b)(xviii), shall not exceed the greater of $1,688 million and 15% of Consolidated Net Tangible Assets (measured as of the date such Liens are incurred and based upon the financial statements most
recently delivered on or prior to such date pursuant to Section 6.1, but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination); 

(s)    Liens in favor of the issuer of customs, stay, performance, bid, appeal or surety bonds or
completion guarantees and other obligations of a like nature or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 

(t)    Liens existing on the Amendment and Restatement Effective Date or pursuant to agreements in
existence on the Amendment and Restatement Effective Date and to the extent securing Indebtedness in excess of $50 million, as described on Schedule 6.15 and any modifications, replacements, renewals or extensions thereof;
provided that such Liens shall secure only those obligations that they secure on the Amendment and Restatement Effective Date (and any Refinancing Indebtedness in respect of such obligations permitted by Section 6.14) and shall not
subsequently apply to any other property or assets of the Lead Borrower or any Subsidiary other than (x) after-acquired property that is affixed or incorporated into the property covered by such Lien and (y) proceeds and products thereof;

 (u)    Liens arising under any Permitted Receivables Financing permitted under
Section 6.14(b)(xxii); 
 (v)    Liens on property or shares of stock of a Person at the time such
Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary or concurrently therewith; provided further
that such Liens may not extend to any other property owned by the Lead Borrower or any of its Subsidiaries; provided further that such Liens secure Indebtedness permitted to be incurred under Section 6.14(b)(xvii); 

(w)    Liens on property at the time such Subsidiary acquired the property or concurrently therewith,
including any acquisition by means of a merger or consolidation with or into such Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided
further that the Liens may not extend to any other property owned by such Subsidiary; provided further that such Liens secure Indebtedness permitted to be incurred under Section 6.14(b)(xvii); 

(x)    Liens on specific items of inventory or other goods and the proceeds thereof of any Person securing
such Person’s obligations under any agreement to facilitate the purchase, shipment or storage of such inventory or other goods, and pledges or deposits in the ordinary course of business securing inventory purchases from vendors; 

(y)    assignments of the right to receive income effected as a part of the sale of a business unit or for
collection purposes; 
 (z)    Liens to secure any Indebtedness permitted by Section 6.14(b)(i) to
the extent that the Lead Borrower or any other Subsidiary is required to post segregated collateral to any clearing agency in respect of any such Indebtedness as required, or as may be required, by the Commodity Exchange Act, any regulations
thereto, or any other applicable legislation or regulations in connection therewith; 
 (aa)    Liens
arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding leases that are not Capital Leases entered into by the Lead Borrower and the Subsidiaries in the ordinary course of
business; 

  
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 (bb)    deposits of cash with the owner or lessor of
premises leased and operated by the Lead Borrower or any Subsidiary to secure the performance of its obligations under the lease for such premises, in each case in the ordinary course of business; 

(cc)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of
customs duties in connection with the importation of goods; 
 (dd)    the prior rights of consignees and
their lenders under consignment arrangements entered into in the ordinary course of business; 

(ee)    Liens on cash and cash equivalents deposited with a trustee or a similar Person to defease or to
satisfy and discharge any Indebtedness; provided that such defeasance or satisfaction and discharge is permitted hereunder; 

(ff)    Liens arising from precautionary UCC financing statements or consignments entered into in
connection with any transaction otherwise permitted under this Agreement; 
 (gg)    in the case of
(i) any Subsidiary that is not a wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such
Subsidiary or such other Person set forth in the organizational documents of such Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement; 

(hh)    Liens on the net cash proceeds of any Acquisition Indebtedness held in escrow by a third party
escrow agent prior to the release thereof from escrow; and 
 (ii)    ground leases or subleases,
licenses or sublicenses in respect of real property on which facilities owned or leased by the Lead Borrower or any of its Subsidiaries are located. 

For purposes of determining compliance with this Section 6.15, (A) a Lien securing an item of Indebtedness need not be
permitted solely by reference to one category of permitted Liens (or any portion thereof) described in this Section 6.15 but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of
Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in this Section 6.15, the Lead Borrower may, in its sole discretion, classify or divide such Lien
securing such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.15 and will be entitled to only include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any
portion thereof) in one of the above clauses and such Lien securing such item of Indebtedness (or portion thereof) will be treated as being incurred or existing pursuant to only such clause or clauses (or any portion thereof). 

Section 6.16     Fundamental Changes. 

(a)    The Lead Borrower will not, and will not permit any Subsidiary to, amalgamate with, merge into or
consolidate with any other Person, or permit any other Person to amalgamate with, merge into or consolidate with it, or liquidate or dissolve, except that if at the time thereof and immediately after giving effect thereto no Event of Default shall
have occurred and be continuing and, in the case of clause (D) below, the Company shall be in compliance on a pro forma basis with the covenant set forth in Section 6.22(a), (A) any Person may amalgamate, merge or consolidate with a
Borrower in a transaction in which such Borrower is the surviving entity, (B) the Borrowers may amalgamate, merge or consolidate with any Person in a transaction in which such Person is the surviving entity, provided that (1) such
Person is a corporation or limited liability company organized under the laws of either the United States, any State thereof, or the District of Columbia or the same jurisdiction as the applicable Borrower, (2) prior to or substantially
concurrently with the consummation of such amalgamation, merger or consolidation, (x) such Person shall execute and deliver to the Administrative Agent an assumption agreement (the “Assumption Agreement”), in form and substance
reasonably satisfactory to the Administrative Agent, pursuant to which 

  
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such Person shall assume all of the obligations of the applicable Borrower under this Agreement and the other Loan Documents, and (y) such Person shall deliver to the Administrative Agent
such documents, certificates and opinions as the Administrative Agent may reasonably request relating to such Person, such amalgamation, merger or consolidation or the Assumption Agreement, and (3) the Lenders shall have received, at least five
Business Days prior to the date of the consummation of such amalgamation, merger or consolidation, (x) all documentation and other information regarding such Person required by bank regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender and (y) to the extent such Person qualifies as a
“legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Person, it being agreed that upon the execution and delivery to the Administrative Agent of the Assumption
Agreement and the satisfaction of the other conditions set forth in this clause (B), such Person shall become a party to this Agreement, shall succeed to and assume all the rights and obligations of the applicable Borrower under this Agreement and
the other Loan Documents (including all obligations in respect of outstanding Loans) and shall thenceforth, for all purposes of this Agreement and the other Loan Documents, be “Lead Borrower or an “Additional Borrower”, as applicable,
(C) any Person (other than the Borrowers) may amalgamate, merge or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (D) any Subsidiary (other than an Additional Borrower) may amalgamate with,
merge into or consolidate with any Person (other than another Borrower) in a transaction not prohibited under paragraph (b) of this Section in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and
(E) any Subsidiary may liquidate or dissolve if the Lead Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Lead Borrower and its Subsidiaries taken as a whole and is not materially
disadvantageous to the Lenders: and 
 (b)    The Lead Borrower will not, and will not permit any
Subsidiary to, sell, transfer, lease or otherwise dispose of, directly or through any amalgamation, merger or consolidation and whether in one transaction or in a series of transactions, assets (including Equity Interests in Subsidiaries)
representing all or substantially all of the assets of the Lead Borrower and its Subsidiaries (whether now owned or hereafter acquired), taken as a whole. 

Section 6.17    Limitation on Priority Debt. During the Covenant Relief Period, the Lead Borrower will not, and
will not permit any Subsidiary to create, incur, assume, guarantee or permit to exist any Priority Debt, other than: 

(a)    any Priority Debt that exists on the Amendment No. 1 Effective Date and that is listed on Schedule 6.17; and

 (b)    Priority Debt in an amount not to exceed $300 million at any one time outstanding. 

Section 6.18     [Reserved]. 

Section 6.19     Limitation on Restrictions. The Lead Borrower will not, and will not permit any Subsidiary to
enter into, incur or permit to exist any agreement or other arrangement with any Person (other than any such agreements or arrangements between or among the Company and the Subsidiaries) that prohibits, restricts or imposes any condition upon the
ability of any Subsidiary to pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to the Company or any Subsidiary, in each case, except to the extent the Company has reasonably determined
that such agreement or arrangement will not materially impair the Borrowers’ ability to make payments under this Agreement when due; provided that the foregoing shall not apply to (a) prohibitions, restrictions or conditions imposed by law
or by the Loan Documents, (b) prohibitions, restrictions or conditions contained in, or existing by reason of, any agreement or instrument set forth on Schedule 6.05 (but shall apply to any amendment or modification expanding the scope of any
such prohibition, restriction or condition), (c) in the case of any Subsidiary that is not a wholly owned Subsidiary, prohibitions, restrictions and conditions imposed by its organizational documents or any related joint venture, shareholders’
or similar agreement; provided that such prohibitions, restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (d) customary prohibitions, restrictions and conditions contained in agreements
relating to the sale of a 

  
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Subsidiary that are applicable solely pending such sale; provided that such prohibitions, restrictions and conditions apply only to the Subsidiary that is to be sold, (e) prohibitions,
restrictions and conditions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and not created in contemplation thereof or in connection therewith (but shall apply to any
amendment or modification expanding the scope of any such restriction or condition); provided that such prohibitions, restrictions and conditions apply only to such Subsidiary, (f) prohibitions, restrictions and conditions imposed by agreements
relating to any Indebtedness of the Company or any Subsidiary permitted hereunder to the extent, in the good faith judgment of the Company, such prohibitions, restrictions and conditions, at the time such Indebtedness is incurred, are on customary
market terms for Indebtedness of such type and (g) customary provisions in leases or licenses (or sublicenses) of intellectual or similar property restricting the assignment, subletting or transfer thereof. 

Section 6.20     [Reserved]. 

Section 6.21     OFAC. The Lead Borrower will not, and will not permit any of its Subsidiaries to,
(i) become a Person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Party and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001)), (ii) engage in any dealings or transactions prohibited by Section 2 of such executive order, or be otherwise associated with any such Person in any manner violative of
Section 2, and (iii) become a Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control
regulation or executive order. 
 Section 6.22     Financial Covenant. 

(a)    Leverage Ratio. The Lead Borrower shall not, as of the last day of each fiscal quarter of the
Lead Borrower during each of the periods specified below, permit the Leverage Ratio to be greater than: 
  

					
	FROM AND INCLUDING	  	TO AND INCLUDING	  	 THE LEVERAGE RATIO

SHALL NOT BE GREATER

THAN:

	 Amendment and Restatement Effective Date
	  	March 31, 2022	  	3.75 to 1.00
			
	 April 1, 2022
	  	August 31, 2022	  	3.50 to 1.00
			
	 September 1, 2022
	  	December 30, 2022	  	3.25 to 1.00
			
	 December 31, 2022
	  	March 31, 2023	  	3.75 to 1.00
			
	 April 1, 2023
	  	June 30, 2023	  	4.75 to 1.00
			
	 July 1, 2023
	  	September 29, 2023	  	5.00 to 1.00
			
	 September 30, 2023
	  	December 29, 2023	  	4.75 to 1.00
			
	 December 30, 2023
	  	March 29, 2024	  	4.50 to 1.00
			
	 March 30, 2024
	  	June 28, 2024	  	4.25 to 1.00
			
	 June 29, 2024
	  	September 27, 2024	  	3.75 to 1.00
			
	 September 28, 2024
	  	At all times thereafter	  	3.25 to 1.00

 ; provided that following the consummation of a Qualified Acquisition after the Covenant Relief Period,
the Leverage Ratios set forth above shall increase by (i) 0.50 to 1.00 for each of the four (4) fiscal quarters of the Lead Borrower ending following the consummation of such Qualified Acquisition and (ii) 0.25 to 1.00 for the fifth and sixth
fiscal quarters of the Lead Borrower ending following the consummation of such Qualified Acquisition (such increase, a “Covenant Increase”); provided further that there must be at least two (2) consecutive fiscal
quarters without a Covenant Increase. 

  
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 (b)    Pro Forma Compliance. Compliance with the
financial covenant set forth in clause (a) above shall always be calculated on a Pro Forma Basis. 
 ARTICLE 7.     EVENTS OF
DEFAULT AND REMEDIES. 
 Section 7.1    Events of Default. Any one or more of the following shall constitute an
“Event of Default” hereunder: 
 (a)    default (i) in the payment when due
(whether at the stated maturity thereof or at any other time provided for in this Agreement) of all or any part of the principal of any Loan or Reimbursement Obligation or (ii) in the payment when due of interest on any Loan or any other
Obligation payable hereunder or under any other Loan Document and such default shall continue unremedied for a period of five (5) Business Days; 

(b)    default in the observance or performance of any covenant set forth in Sections 6.1(f)(i), 6.5 (with
respect to the Lead Borrower), 6.11, 6.14, 6.15, 6.16, 6.17, 6.19, 6.21 or 6.22 hereof; 
 (c)    default
in the observance or performance of any other provision hereof or of any other Loan Document which is not remedied within 30 days after written notice of such default is given to the Lead Borrower by the Administrative Agent; 

(d)    any representation or warranty made or deemed made herein or in any other Loan Document or in any
certificate delivered to the Administrative Agent or the Lenders pursuant hereto or thereto proves untrue in any material respect (or in all respects, if qualified by a materiality threshold) as of the date of the issuance or making thereof and,
solely to the extent such representation or warranty is capable of being corrected or cured, shall remain incorrect for 30 days after the earlier of (x) the Lead Borrower’s knowledge of such default and (y) receipt by the Lead
Borrower of written notice thereof from the Administrative Agent; 
 (e)    any of the Loan Documents
shall for any reason not be or shall cease to be in full force and effect or is declared to be null and void (other than pursuant to the terms thereof or as a result of the gross negligence, bad faith or willful misconduct of the Administrative
Agent as determined by the final, non-appealable judgment of a court of competent jurisdiction), or any Loan Party terminates, repudiates in writing or rescinds any Loan Document executed by it or any of its
obligations thereunder (other than pursuant to the terms hereof); 
 (f)    default shall occur under any
Material Indebtedness, or under any indenture, agreement or other instrument under which the same may be issued, the effect of which default is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on
behalf of such holder or holders) to cause any such Indebtedness to become due or required to be prepaid, repurchased, defeased or redeemed prior to its stated maturity, or the principal or interest under any such Material Indebtedness shall not be
paid when due (whether by demand, lapse of time, acceleration or otherwise) after giving effect to applicable grace or cure periods, if any; provided that this clause (f) shall not apply to termination events or any other similar event
under the documents governing Hedge Agreements for so long as such termination event or other similar event does not result in (x) the occurrence of an early termination date or (y) a failure to pay amounts owed resulting from any
acceleration or prepayment of any amounts or other Indebtedness payable thereunder; provided further that this clause (f) shall not apply to any Indebtedness represented by the 2024 Convertible Notes; 

(g)    any final judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar
process or processes, shall be entered or filed against a Borrower or any of its Subsidiaries that are Significant Subsidiaries, or against any of its Property, in an aggregate amount in excess of $500 million (except to the extent paid or
covered by insurance (other than the applicable deductible) and the insurer has not denied coverage therefor in writing), and which remains undischarged, unvacated, unbonded or unstayed for a period of 60 days from the entry thereof; 

  
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 (h)    an ERISA Event shall have occurred which could
reasonably be expected to result in a Material Adverse Effect; 
 (i)    any Change of Control shall
occur; 
 (j)    a Borrower or any of its Subsidiaries that are Significant Subsidiaries shall
(i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, and such period shall continue for a period of sixty (60) days, (ii) admit in writing its inability to pay its debts
generally as they become due, (iii) make a general assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, provisional liquidator, liquidator
or similar official for it or any substantial part of its Property (other than for a solvent liquidation of any Foreign Subsidiary permitted by Section 6.16(a)(E)), or (v) institute any proceeding seeking to have entered against it an
order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors; or 
 (k)    a custodian, receiver,
trustee, examiner, provisional liquidator, liquidator or similar official shall be appointed for a Borrower or any of its Subsidiaries that are Significant Subsidiaries, or any substantial part of any of its Property (other than for a solvent
liquidation of any Foreign Subsidiary permitted by Section 6.16(a)(E)), or a proceeding described in Section 7.1(j)(v) shall be instituted against a Borrower or any Subsidiary that is a Significant Subsidiary, and such appointment
continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 days. 

Section 7.2    Non-Bankruptcy Defaults. When any Event of Default
other than those described in subsection (j) or (k) of Section 7.1 hereof has occurred and is continuing, the Administrative Agent shall, by written notice to the Lead Borrower: (a) if so directed by the Required RC Lenders, terminate
the remaining Revolving Credit Commitments, and if so directed by the Required Lenders, terminate all other obligations of the Lenders hereunder on the date stated in such notice (which may be the date thereof); (b) if so directed by the Required
Lenders, declare the principal of and the accrued interest on all outstanding Loans to be forthwith due and payable and thereupon all outstanding Loans, including both principal and interest thereon, shall be and become immediately due and payable
together with all other amounts payable under the Loan Documents without further demand, presentment, protest or notice of any kind; (c) after a breach or default by the Lead Borrower under Section 6.22, if so directed by the Required
Lenders, terminate the remaining Revolving Credit Commitments and declare the principal of and the accrued interest on all outstanding Revolving Loans and Term A-2 Loans to be forthwith due and payable, and
thereafter, if so directed by the Required Lenders, terminate all other obligations of the Revolving Lenders and Term A-2 Lenders hereunder on the date stated in such notice (which may be the date thereof) and
(d) if so directed by the Required RC Lenders, demand that the Lead Borrower immediately pay to the Administrative Agent, as cash collateral, the full amount then available for drawing under each or any Letter of Credit, whether or not any
drawings or other demands for payment have been made under any Letter of Credit. The Administrative Agent, after giving notice to the Lead Borrower pursuant to Section 7.1(c) or this Section 7.2, shall also promptly send a copy of such
notice to the other Lenders, but the failure to do so shall not impair or annul the effect of such notice. 

Section 7.3    Bankruptcy Defaults. When any Event of Default described in subsection (j) or (k) of
Section 7.1 hereof has occurred and is continuing, then all outstanding Loans shall immediately become due and payable together with all other amounts payable under the Loan Documents without presentment, demand, protest or notice of any kind,
the Revolving Credit Commitments and any and all other obligations of the Lenders to extend further credit pursuant to any of the terms hereof shall immediately terminate and the Lead Borrower shall immediately pay to the Administrative Agent, as
cash collateral, the full amount then available for drawing under all outstanding Letters of Credit, whether or not any draws or other demands for payment have been made under any of the Letters of Credit. 

  
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 Section 7.4    Collateral for Undrawn Letters of Credit.

 (a)    If the prepayment of the amount available for drawing under any or all outstanding Letters of Credit is
required under Section 2.8(c)(v) or under Section 7.2 or 7.3 above, the Lead Borrower shall forthwith pay the amount required to be so prepaid, to be held by the Administrative Agent as provided in subsection (b) below. 

(b)    All amounts prepaid pursuant to clause (a) above shall be held by the Administrative Agent in one (1) or
more separate collateral accounts (each such account, and the credit balances, properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of
the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “Collateral Account”) as security for, and for application by the Administrative Agent (to the extent available) to, the
reimbursement of any payment under any Letter of Credit then or thereafter made by the L/C Issuers, and to the payment of the unpaid balance of any other Obligations in respect of any Letter of Credit. The Collateral Account shall be held in the
name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent, the Lenders and the L/C Issuers. If and when requested by the Lead Borrower, the Administrative Agent shall invest
funds held in the Collateral Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one (1) year or
less; provided that the Administrative Agent is irrevocably authorized to sell investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts due and owing from the
Borrowers to the L/C Issuers, the Administrative Agent or the Lenders in respect of any Letter of Credit; provided, however, that if (i) the Lead Borrower shall have made payment of all such obligations referred to in clause
(a) above and (ii) no Letters of Credit remain outstanding hereunder, then the Administrative Agent shall release to the Lead Borrower any remaining amounts held in the Collateral Account. 

Section 7.5    Notice of Default. The Administrative Agent shall give notice to the Lead Borrower under
Section 7.1(c) hereof promptly upon being requested to do so by the Required Lenders and shall at such time also notify all the Lenders thereof. 

ARTICLE 8.    CHANGE IN CIRCUMSTANCES AND CONTINGENCIES. 

Section 8.1    Funding Indemnity. 

(a)    With respect to Loans that are not RFR Loans, in the event of (i) the payment of any principal
of any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the conversion of any Term Benchmark Loan other
than on the last day of the Interest Period applicable thereto, (iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto or (iv) the assignment of any
Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Lead Borrower pursuant to Section 8.5, then, in any such event, the Lead Borrower shall compensate each Lender for the
loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section and the basis for requesting such amounts shall be delivered to
the Lead Borrower and shall be conclusive absent manifest error. The Lead Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 

(b)    With respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan
other than on the interest payment date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow or prepay any RFR Loan on the date specified in any notice
delivered pursuant hereto or (iii) the assignment of any RFR Loan other than on the interest payment date applicable thereto as a result of a request by the Lead Borrower pursuant to Section 8.5, then, in any such event, the Lead Borrower
shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section and the basis for
requesting such amounts shall be delivered to the Lead Borrower and shall be conclusive absent 

  
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manifest error. The Lead Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 

Section 8.2    Illegality. Notwithstanding any other provisions of this Agreement or any other Loan Document,
if at any time any change in applicable law, rule or regulation or in the interpretation thereof makes it unlawful for any Lender to make or continue to maintain any Term Benchmark Loans whose interest is determined by reference to Adjusted Term
SOFR Rate, or to perform its obligations as contemplated hereby with respect to such Term Benchmark Loans, such Lender shall promptly give notice thereof to the Lead Borrower and the Administrative Agent and such Lender’s obligations to make or
maintain Term Benchmark Loans in the affected currency or currencies under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Term Benchmark Loans in such affected currency or currencies. In the case
of Term Benchmark Loans denominated in Dollars, such Lender may require that such affected Term Benchmark Loans be converted to Base Rate Loans from such Lender automatically on the effective date of the notice provided above, and such Base Rate
Loans shall not be made ratably by the Lenders but only from such affected Lender. Each Lender agrees to notify the Administrative Agent and the Lead Borrower in writing promptly following any date on which it becomes lawful for such Lender to make
and maintain Term Benchmark Loans or give effect to its obligations as contemplated hereby with respect to any Term Benchmark Loan. 

Section 8.3    Alternate Rate of Interest. 

(a)    Subject to clauses (b), (c), (d), (e) and (f) of this Section 8.3, if: 

(i)    the Administrative Agent determines (which determination shall be conclusive absent manifest
error) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR
Reference Rate is not available or published on a current basis), and such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR or Daily Simple SOFR; or

 (ii)    the Administrative Agent is advised by the Required Lenders that (A) prior to the
commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan)
included in such Borrowing for such Interest Period or (B) at any time, the applicable Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan)
included in such Borrowing; 
 then the Administrative Agent shall give notice thereof to the Lead Borrower and the Lenders by telephone, telecopy or
electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark
and (y) a Borrower delivers a new interest election request in accordance with the terms of Section 2.5 or a new Notice of Borrowing in accordance with the terms of Section 2.5, (1) any interest election request that requests the
conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Notice of Borrowing that requests a Term Benchmark Borrowing shall instead be deemed to be an interest election request or a Notice of Borrowing,
as applicable, for (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 8.3(a)(i) or (ii) above or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR also is the subject of
Section 8.3(a)(i) or (ii) above and (2) any Notice of Borrowing that requests an RFR Borrowing shall instead be deemed to be a Notice of Borrowing for a Base Rate Loan; provided that if the circumstances giving rise to
such notice affect only one type of Borrowings, then all other types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Lead Borrower’s receipt of the notice from the
Administrative Agent referred to in this Section 8.3(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Lead Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) a Borrower delivers a new interest election request in accordance with the terms of Section 2.5 or a new Notice of Borrowing in
accordance with the terms of Section 2.5, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or 

  
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the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily
Simple SOFR is not also the subject of Section 8.3(a)(i) or (ii) above or (y) an Base Rate Loan if the Adjusted Daily Simple SOFR also is the subject of Section 8.3(a)(i) or (ii) above, on such day, and (2) any RFR Loan
shall on and from such day be converted by the Administrative Agent to, and shall constitute an ABR Loan. 

(b)    Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be
deemed not to be a “Loan Document” for purposes of this Section 8.3), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the
date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by
such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. 

(c)    Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have
the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become
effective without any further action or consent of any other party to this Agreement or any other Loan Document. 

(d)    The Administrative Agent will promptly notify the Lead Borrower and the Lenders of (i) any occurrence of a
Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to
clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders)
pursuant to this Section 8.3, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or
refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in
each case, as expressly required pursuant to this Section 8.3. 
 (e)    Notwithstanding anything to the contrary
herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such
Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such
Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for
any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently
displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark
Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. 

(f)    Upon the Lead Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the
Borrowers may revoke any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either the
Borrowers will be deemed to have converted any request for (1) a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (A) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark
Transition Event or (B) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available
Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in 

  
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any determination of Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Lead Borrower’s receipt of notice of the commencement of a Benchmark
Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 8.3, (1) any Term Benchmark Loan shall on the last
day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily
Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be
converted by the Administrative Agent to, and shall constitute a Base Rate Loan. 
 Section 8.4    Yield
Protection. 
 (a)    If, on or after the Amendment and Restatement Effective Date, the adoption of any applicable
law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending
Office) or L/C Issuer with any request or directive (whether or not having the force of law) of any such Governmental Authority: 

(i)    shall subject any Lender (or its Lending Office) or L/C Issuer to any Taxes (other than
(A) Indemnified Taxes and Other Taxes indemnifiable under Section 10.1 and (B) Excluded Taxes), with respect to its Term Benchmark Loans, its Revolving Notes, its Letter(s) of Credit, or its participation in any thereof, any
Reimbursement Obligations owed to it or its obligation to make Term Benchmark Loans, issue a Letter of Credit, or to participate therein, or its deposits, reserves or other liabilities or capital attributable to any of the foregoing; or 

(ii)    shall impose, modify or deem applicable any reserve, special deposit or similar requirement against
assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or L/C Issuer or shall impose on any Lender (or its Lending Office) or L/C Issuer or on the interbank market any other condition affecting its
Term Benchmark Loans, its Revolving Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Term Benchmark Loans, or to issue a Letter of Credit, or to participate
therein; 
 and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) or L/C Issuer of making or maintaining any
Term Benchmark Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) or L/C Issuer under this Agreement or under any other Loan
Document with respect thereto, by an amount deemed by such Lender or L/C Issuer to be material, then, within 30 days after written demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall be obligated to pay
to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction; provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant
to this Section 8.4(a) for any increased costs or reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Lead Borrower of the change in law giving rise to such increased
costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the
180-day period referred to above shall be extended to include such period of retroactive effect). 

(b)    If, after the Amendment and Restatement Effective Date, any Lender, L/C Issuer or the Administrative Agent shall
have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority
charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy or
liquidity (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s, L/C Issuer’s or corporation’s capital as a consequence of its obligations
hereunder to a level below that which such Lender, L/C Issuer or corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, L/C Issuer’s or corporation’s policies with respect
to capital adequacy or liquidity) by an amount deemed by such Lender 

  
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or L/C Issuer to be material, then from time to time, within 30 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall pay to such Lender or
L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such reduction; provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(b) for any
reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Lead Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C
Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be
extended to include such period of retroactive effect). 
 (c)    Notwithstanding anything herein to the contrary,
(i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory
authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in
implementation thereof, shall, in each case, be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented (but solely to the extent the relevant increased costs or loss of yield would otherwise have been subject to
compensation by the Borrowers under the applicable increased cost provisions). 
 (d)    A Lender or L/C Issuer claiming
compensation under this Section 8.4 shall only be entitled to reimbursement by the Borrowers (i) if such Lender or L/C Issuer has delivered to Lead Borrower a certificate claiming compensation under this Section 8.4 and setting forth
the additional amount or amounts to be paid to it hereunder at the time of such demand, which shall be conclusive absent manifest error (it being understood that in determining such amount, such Lender may use any reasonable averaging and
attribution methods) and (ii) to the extent the applicable Lender is generally requiring reimbursement therefor from similarly situated United States borrowers under comparable syndicated credit facilities; provided that, in connection
with asserting any such claim, no confidential information need be disclosed. No failure or delay by a Lender or L/C Issuer in exercising any right or power pursuant to this Section 8.4 shall operate as a waiver thereof. 

Section 8.5    Substitution of Lenders. In the event that (a) the Lead Borrower receives a claim from any
Lender for compensation under Section 8.4, Section 10.1 or Section 10.4 hereof, (b) the Lead Borrower receives a notice from any Lender of any illegality pursuant to Section 8.2 hereof, (c) any Lender is a Defaulting
Lender or (d) any Lender fails to consent to any amendment, waiver, supplement or other modification pursuant to Section 10.11 requiring the consent of all Lenders or each Lender directly affected thereby (and such Lender is so affected),
and as to which the Required Lenders or a majority of all Lenders directly affected thereby have otherwise consented (any such Lender referred to in clause (d) above being hereinafter referred to as a
“Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b) or (c) above being hereinafter referred to
as an “Affected Lender”), the Lead Borrower may, in addition to any other rights the Lead Borrower may have hereunder or under applicable law, (i) require, at its expense, any such Affected Lender to assign, at par plus
accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving Loans and participation interests in Letters of Credit and other amounts at
any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Lead Borrower; provided that (A) such assignment shall not conflict with or violate any law, rule or regulation or order of any
Governmental Authority, (B) if the assignment is to a Person other than a Lender, the Lead Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuers, which
consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Lead Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 8.1 hereof as if the Loans
owing to it were prepaid rather than assigned) other than principal, interest and fees owing to it hereunder, (D) the Lead Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other
than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance with the other requirements of Section 10.10 hereof and
(F) any such assignment shall not be deemed to be a waiver of any rights that the Lead Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such
Affected Lender and repay all Obligations of the Lead Borrower owing to such Lender as of such termination date. Each party hereto agrees that an assignment required 

  
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pursuant to this Section 8.5 may be effected pursuant to an Assignment and Assumption executed by the Lead Borrower, the Administrative Agent and the assignee and that the Affected Lender
required to make such assignment need not be a party thereto. 
 Section 8.6    Lending Offices. Each Lender
may, at its option, elect to make its Loans hereunder at the branch, office or affiliate specified on the appropriate signature page hereof (each a “Lending Office”) for each type of Loan available hereunder or at such other of its
branches, offices or affiliates as it may from time to time elect and designate in a written notice to the Lead Borrower and the Administrative Agent. To the extent reasonably possible, a Lender shall designate an alternative branch or funding
office with respect to its Term Benchmark Loans to reduce any liability of the Borrowers to such Lender under Section 8.4 hereof (or with respect to any payment by or on behalf of any Loan Party under this Agreement or any other Loan Document,
to reduce any liability of the Borrowers to such Lender under section 10.1 hereof), or to avoid the unavailability of Term Benchmark Loans under Section 8.2 hereof, so long as such designation is not disadvantageous to the Lender. 

ARTICLE 9.    THE ADMINISTRATIVE AGENT. 

Section 9.1    Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan
Chase Bank, N.A., as the Administrative Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents
as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan
Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly agree that the
Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative
Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party
beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and
does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Lead Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the
maintenance of the Register. 
 Section 9.2    Administrative Agent and its Affiliates. The Administrative
Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any other Lender and may exercise or refrain from exercising such rights and power as though it were not the Administrative Agent, and the
Administrative Agent and its affiliates may accept deposits from, lend money to, own securities of and generally engage in any kind of banking, trust, financial advisory or other business with the Borrowers or any Affiliate of the Borrowers as if it
were not the Administrative Agent under the Loan Documents, and may accept fees and other consideration from the Borrowers for services in connection herewith and otherwise without having to account for the same to the Lenders. The term
“Lender” as used herein and in all other Loan Documents, unless the context otherwise clearly requires, includes the Administrative Agent in its individual capacity as a Lender. References in Article 2 hereof to the amount owing to the
Administrative Agent for which an interest rate is being determined, refer to the Administrative Agent in its individual capacity as a Lender. 

Section 9.3    Action by Administrative Agent. If the Administrative Agent receives from a Borrower a written
notice of an Event of Default pursuant to Section 6.1(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. Without limiting the generality of the foregoing, the Administrative Agent shall not be
required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in the Loan Documents. Unless and until the Required Lenders give such direction, the Administrative Agent may (but shall not be
obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of Applicable Law or of any
provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it 

  
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first receives any further assurances of its indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any
and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing
to the contrary by a Lender or the Lead Borrower. In all cases in which the Loan Documents do not require the Administrative Agent to take specific action, the Administrative Agent shall be fully justified in using its discretion in failing to take
or in taking any action thereunder. Any instructions of the Required Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding upon all the Lenders and the holders of the Obligations.

 Section 9.4    Consultation with Experts. The Administrative Agent may consult with legal counsel,
independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. 

Section 9.5    Liability of Administrative Agent; Credit Decision; Delegation of Duties. 

(a)    Neither the Administrative Agent nor any of its officers, partners, directors, employees or agents shall be liable
to the Lenders for any action taken or omitted by the Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or any of its
officers, partners, directors, employees or agents, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The Administrative Agent shall be entitled to refrain from any act or
the taking of any action (including the failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until the
Administrative Agent shall have received instructions in respect thereof from the Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.11) and, upon receipt of such instructions from Required
Lenders (or such other Lenders, as the case may be), the Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without
prejudice to the generality of the foregoing, (i) the Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have
been signed or sent by the proper party or parties, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for the Lead Borrower and its Subsidiaries), accountants, experts and
other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against the Administrative Agent as a result of it acting or (where so instructed) refraining from acting hereunder or any of the other
Loan Documents in accordance with the instructions of Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.11). In particular and without limiting any of the foregoing, the Administrative Agent
shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Loan Documents. Neither the Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into or verify: (i) any statement, warranty, representation or recital made in connection with this Agreement, any other Loan Document or any Credit Extension, or made in any
written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to the Lenders or by or on behalf of any Loan Party to the Administrative
Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party or any other Person liable for the payment of any Obligations; (ii) the
performance or observance of any of the terms, conditions, provisions, covenants or agreements of the Borrowers or any Subsidiary contained herein or in any other Loan Document or any Credit Extension or the use of the proceeds of the Loans or as to
the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing; (iii) the satisfaction of any condition specified in Article 3 hereof, except receipt of items required to be
delivered to the Administrative Agent; or (iv) the execution, validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectability hereof or of any other Loan Document or of any other documents or writing furnished
in connection with any Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the
Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, the Borrowers, or any other Person for the default or
misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent may treat the payee of any Note as the holder thereof until
written notice of transfer shall have 

  
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been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Lender acknowledges, represents and warrants that it has independently and
without reliance on the Administrative Agent or any other Lender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrowers in the manner set
forth in the Loan Documents. It shall be the responsibility of each Lender to keep itself informed as to the creditworthiness of the Lead Borrower and its Subsidiaries, and the Administrative Agent shall have no liability to any Lender with respect
thereto. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information
provided to Lenders. 
 (b)    Delegation of Duties. The Administrative Agent may perform any and all of
its duties and exercise its rights and powers under this Agreement or under any other Loan Document by or through any one (1) or more sub-agents appointed by the Administrative Agent (and not otherwise
reasonably objected to by the Lead Borrower within ten (10) days after notice of such appointment). The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its
rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.5 and of Section 9.6 shall apply to any Affiliates of the Administrative Agent and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification
provisions) of this Section 9.5 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their
respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by the Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and
privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including
exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of Loan Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and
rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the
Administrative Agent and not to any Loan Party, Lender or any other Person and no Loan Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent. 
 Section 9.6    Indemnity. The Lenders shall ratably, in
accordance with their respective Percentages, indemnify the Administrative Agent, to the extent that the Administrative Agent has not been reimbursed by any Loan Party and without relieving any such Loan Party from its obligation to do so, for and
against any and all liabilities, obligations, losses, damages, taxes, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to
or arising out of this Agreement or the other Loan Documents within ten (10) days after the date the Administrative Agent makes written demand therefor; provided that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, taxes, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct or bad faith of, or material breach of the Loan
Documents as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the
Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in
no event shall this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, tax, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s ratable share
thereof, in accordance with such Lender’s respective Percentage; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage,
tax, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. The obligations of the Lenders under this Section 9.6 shall survive termination of this Agreement.


  
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The Administrative Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the Administrative Agent
hereunder (whether as fundings of participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Lender arising outside of this Agreement and the other Loan Documents. 

Section 9.7    Resignation of Administrative Agent and Successor Administrative Agent. The Administrative
Agent may resign at any time by giving ten (10) days written notice thereof to the Lenders and the Lead Borrower (such retiring Administrative Agent, the “Departing Administrative Agent”). The Administrative Agent shall have
the right to appoint a financial institution (which shall be a commercial bank with an office in the U.S. having combined capital and surplus in excess of $1 billion) to act as Administrative Agent hereunder, with the written consent of the Lead
Borrower and the Required Lenders (not to be unreasonably withheld, and provided that the consent of the Lead Borrower shall not be required during the continuance of an Event of Default), and the Administrative Agent’s resignation shall become
effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Administrative Agent by the Lead Borrower and the Required Lenders or (iii) such other date, if any, agreed to by
the Lead Borrower and the Required Lenders. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, the Required Lenders shall have the right, upon the written
consent of the Lead Borrower (not to be unreasonably withheld, and provided that the consent of the Lead Borrower shall not be required during the continuance of an Event of Default), to appoint a successor Administrative Agent. If neither the
Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, the Required Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the Departing Administrative Agent and the Departing Administrative Agent shall promptly transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Administrative Agent under the Loan Documents, whereupon such Departing Administrative Agent shall be discharged from its duties and obligations hereunder. After any Departing Administrative Agent’s
resignation or replacement hereunder as Administrative Agent, the provisions of this Article 9 and all protective provisions of the other Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent, but no successor Administrative Agent shall in any event be liable or responsible for any actions of its predecessor. 

Section 9.8    L/C Issuer. The L/C Issuers shall act on behalf of the Revolving Lenders with respect to any
Letters of Credit issued by them and the documents associated therewith. The L/C Issuers shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article 9 with respect to any acts taken or omissions
suffered by the L/C Issuers in connection with Letters of Credit issued by them or proposed to be issued by them and the Applications pertaining to such Letters of Credit as fully as if the term “Administrative Agent,” as used in this
Article 9, included the L/C Issuers with respect to such acts or omissions (it being understood and agreed that for purposes of this Section 9.8, all references to “Lenders” in this Article 9 shall be deemed to be references to
“Revolving Lenders”) and (ii) as additionally provided in this Agreement with respect to such L/C Issuer. 

Section 9.9    [Reserved]. 

Section 9.10    No Other Duties. Anything herein to the contrary notwithstanding, none of the Joint Lead
Arrangers, Co-Syndication Agents or other agents or arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except
in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder. 

Section 9.11    [Reserved]. 

Section 9.12    Authorization to Release Guarantees. The Administrative Agent is hereby irrevocably authorized
by each of the Lenders, without the further consent of any Lender (and shall, upon the written request of the Lead Borrower) to (and to execute any agreements, documents or instruments necessary to): 

  
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 (i)    upon the Termination Date, release the Borrowers
and each of the Guarantors from its Obligations under the Loan Documents (other than those that specifically survive termination of this Agreement); 

(ii)    release any Guarantor from its obligations under any Loan Document to which it is a party if such
Person ceases to be a Material Subsidiary as a result of a transaction or designation permitted by this Agreement; and 

(iii)    upon the written request of the Lead Borrower during a Guarantee Termination Period, release any
of the Guarantors from their obligations under the Guaranty. 
 The Lenders hereby irrevocably agree that if (a) all of the Equity
Interests of any Guarantor or any of its successors in interest hereunder shall be transferred, sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof to a Person that is not a Loan
Party or (b) a Guarantor or any of its successors in interest hereunder becomes an Excluded Subsidiary after the initial Guarantee Date, then, in each case, the Guaranty of such Guarantor or such successor in interest, as the case may be,
hereunder shall automatically be discharged and released without any further action by any Person effective as of (or if a Guarantor becomes an Excluded Subsidiary, immediately prior to) the time of such transfer, sale, disposal or occurrence. 

Any representation, warranty or covenant contained in any Loan Document relating to any Guarantor released pursuant to this Section 9.12
shall no longer be deemed to be repeated with respect to such released Guarantor. 
 If, at any time during the Covenant Relief Period, a
Guarantee Event occurs, the Lead Borrower shall cause the Guarantors to provide a Guaranty of all the Obligations, and the Loan Parties shall, at their sole cost and expense, take all actions and execute and deliver all Guarantee Documents to the
Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, within 60 days of such Guarantee Event (or such longer period as the Administrative Agent may agree in its sole discretion) (any date on which such
Guarantee Documents are required to be delivered pursuant to the foregoing, the “Guarantee Date”). It is understood and agreed that no Guarantee Event may occur after the end of the Covenant Relief Period but a Guarantee Termination
Date may occur after the end of the Covenant Relief Period if a Guarantee Period is in effect at the end of the Covenant Relief Period. 

For purposes of this Agreement, (i) the period of time between the Amendment No. 1 Effective Date and the initial Guarantee Date and
any other period after the corresponding Guarantee Termination Date, but prior to any subsequent Guarantee Date, is referred to as the “Guarantee Termination Period,” and (ii) any period of time between a Guarantee Date and a
subsequent Guarantee Termination Date, is referred to as a “Guarantee Period”. 

Section 9.13    Withholding Taxes. To the extent required by any applicable laws, the Administrative
Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 10.1, each Lender shall indemnify and hold harmless the Administrative Agent
against, within ten (10) days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by
or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of any Lender for any reason
(including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of
withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set
off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.13. For the avoidance of doubt, a “Lender” shall,
for purposes of this Section 9.13, include any L/C Issuer. The agreements in this Section 9.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the
termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. 

  
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 Section 9.14     Erroneous Payment(a). (i) Each Lender and
L/C Issuer hereby agrees that (x) if the Administrative Agent notifies such Lender or L/C Issuer that the Administrative Agent has determined in its sole discretion that any funds received by such Lender or L/C Issuer from the
Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or L/C
Issuer (whether or not known to such Lender or L/C Issuer), and demands the return of such Payment (or a portion thereof), such Lender or L/C Issuer shall promptly, but in no event later than one Business Day thereafter, return to the Administrative
Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such
Lender or L/C Issuer to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to
time in effect, and (y) to the extent permitted by applicable law, such Lender or L/C Issuer shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of
set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge
for value” or any similar doctrine. A notice of the Administrative Agent to any Lender or L/C Issuer under this Section 9.17 shall be conclusive, absent manifest error. 

(ii)    Each Lender and L/C Issuer hereby further agrees that if it receives a Payment from the
Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a
“Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and L/C Issuer agrees that,
in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or L/C Issuer shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative
Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest
thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or L/C Issuer to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. 

(iii)    The Borrowers hereby agree that (x) in the event an erroneous Payment (or portion thereof)
are not recovered from any Lender or L/C Issuer that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or L/C Issuer with respect to such amount and
(y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers. 

(iv)    Each party’s obligations under this Section 9.14 shall survive the resignation or
replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document. 

Section 9.15    Certain ERISA Matters. 

(a)     Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the
Borrowers, that at least one of the following is and will be true: 
 (i)    such Lender is not using
“plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of
Credit, 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 Loans, the Letters of Credit, the Commitments and this Agreement,

 (iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset
Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and
perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the
requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of
Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
or 
 (iv)    such other representation, warranty and covenant as may be agreed in writing between the
Administrative Agent, in its sole discretion, and such Lender. 
 (b)     In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that the Administrative
Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including
in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto). 

ARTICLE 10.    MISCELLANEOUS. 

Section 10.1    Taxes. 

(a)    Payments Free of Withholding. Except as otherwise required by law, each payment by or on behalf of any Loan
Party under this Agreement or any other Loan Document shall be made without withholding or deduction for or on account of any Taxes. If any such withholding or deduction is so required, such withholding or deduction shall be made by the applicable
withholding agent, the amount withheld shall be paid to the appropriate Governmental Authority before penalties attach thereto or interest accrues thereon, and the relevant Loan Party shall pay such additional amount as may be necessary to ensure
that the net amount actually received by each Lender (or, in the case of any amount received by the Administrative Agent for its own account, the Administrative Agent) after withholding or deduction for Taxes has been made (including such
withholding or deduction of Taxes on such additional amount payable under this Section 10.1) is equal to the amount that such Lender (or, in the case of any amount received by the Administrative Agent for its own account, the Administrative
Agent) would have received had such withholding or deduction not been made. 
 (b)    Indemnification by the
Borrowers. The Borrowers shall indemnify the Administrative Agent and each Lender for the full amount of any Indemnified Taxes (including any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section 10.1) paid or payable by Administrative Agent or such Lender, as applicable, and any reasonable expenses arising therefrom or with respect thereto, in the currency in which such payment was made, whether or not such amounts were
correctly or legally imposed or asserted by the relevant Governmental Authority, within ten (10) days after the date the Lender or the Administrative Agent makes written demand therefor, which demand shall be accompanied by a certificate
describing in reasonable detail the basis thereof. 

  
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 (c)    Status of Lenders. 

(i)    Each Lender shall, at such times as are reasonably requested by the Lead Borrower or the
Administrative Agent, provide the Lead Borrower and the Administrative Agent with any documentation reasonably requested by the Lead Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or
reduction in, withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific
documentation required below in this Section 10.1(c)) obsolete, expired or inaccurate in any material respect, deliver promptly to the Lead Borrower and the Administrative Agent updated or other appropriate documentation (including any new
documentation reasonably requested by the Lead Borrower or the Administrative Agent) or promptly notify the Lead Borrower and the Administrative Agent in writing of its legal ineligibility to do so. 

(ii)    Without limiting the generality of the foregoing: 

(A)    Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of
the Code) shall deliver to the Lead Borrower and the Administrative Agent on or prior to the date such Lender becomes a Lender hereunder (and from time to time thereafter upon reasonable request of the Lead Borrower or the Administrative Agent), two
(2) duly completed and signed copies of IRS Form W-9 certifying that such Lender is entitled to an exemption from U.S. backup withholding. 

(B)    Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30)
of the Code) shall deliver to the Lead Borrower and the Administrative Agent on or prior to the date such Lender becomes a Lender hereunder (and from time to time thereafter upon reasonable request of the Lead Borrower or the Administrative Agent),
whichever of the following is applicable: 
  

	 	(i)	 two (2) duly completed and signed IRS Forms W-8BEN or IRS Forms W-8BEN-E, as applicable, claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under
the Code; 


  

	 	(ii)	 two (2) duly completed and signed IRS Forms W-8ECI;



  

	 	(iii)	 in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 871(h)
or Section 881(c) of the Code, (x) two (2) duly completed and signed certificates substantially in the form of Exhibit H-1 (any such certificate, a “U.S. Tax Compliance
Certificate”) and (y) two (2) duly completed and signed IRS Forms W-8BEN or IRS Forms W-8BEN-E, as applicable;



  

	 	(iv)	 to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership or a
participating Lender), two (2) duly completed and signed IRS Forms W-8IMY of the Lender, together with an IRS FormW-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certifications documents from each beneficial owner, as applicable, provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the
portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; or



  

	 	(v)	 two (2) duly completed and signed copies of any other form prescribed by applicable U.S. federal income
tax laws as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, together with such supplementary documentation as may be prescribed by Applicable Laws to permit the Lead Borrower or the Administrative Agent to
determine any withholding or deduction required to be made. 



  
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 (C)    If a payment made to the Administrative Agent or
a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if the Administrative Agent or such Lender were to fail to comply with the requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), the Administrative Agent or such Lender, as applicable, shall deliver to the Lead Borrower and (other than in the case of a payment to the Administrative Agent) the Administrative Agent at the time or times
prescribed by Applicable Laws and at such time or times reasonably requested by the Lead Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and
such additional documentation reasonably requested by the Lead Borrower or the Administrative Agent as may be necessary for the Lead Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine whether the
Administrative Agent or such Lender has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to
FATCA after the Closing Date. 
 (iii)    Notwithstanding any other provision of this
Section 10.1(c), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver. 

(iv)    Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any
successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 10.1(c). 

(d)    Evidence of Payments. After any payment of Taxes by any Loan Party to a Governmental Authority pursuant to
this Section 10.1 or Section 10.4, such Loan Party shall deliver official tax receipts evidencing that payment or certified copies thereof (or, if such receipts are not available, other evidence of payment reasonably acceptable to the
relevant Lender or Administrative Agent) to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

 (e)    Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in
good faith, that it has received a refund of Taxes as to which it has been indemnified (including by the payment of additional amounts) pursuant to this Section 10.1 or Section 10.4, it shall pay over an amount equal to such refund to the
applicable Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of all reasonable
out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided that the each Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to such Borrower plus any
penalties, interest or other charges imposed by the relevant Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this
Section 10.1(e), in no event will the indemnified party be required to pay any amount to a Borrower pursuant to this Section 10.1(e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with
respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the
Borrowers or any other Person. 
 (f)    [Reserved]. 

(g)    Survival. Each party’s obligations under this Section 10.1 and Section 10.4 shall survive the
resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, and the Termination Date. 

(h)    Lenders. For the avoidance of doubt, a “Lender” shall, for purposes of this Section 10.1,
include any L/C Issuer. 

  
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 Section 10.2    No Waiver; Cumulative Remedies; Collective
Action. No delay or failure on the part of the Administrative Agent or any Lender or on the part of the holder or holders of any of the Obligations in the exercise of any power or right under any Loan Document shall operate as a waiver thereof
or as an acquiescence in any default, nor shall any single or partial exercise of any power or right preclude any other or further exercise thereof or the exercise of any other power or right. The rights and remedies hereunder of the Administrative
Agent, the Lenders and of the holder or holders of any of the Obligations are cumulative to, and not exclusive of, any rights or remedies which any of them would otherwise have. 

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 7.2, Section 7.3 and Section 7.4 for the benefit of all the Lenders and the L/C Issuers, and each Lender and each L/C Issuer hereby agree with each other Lender and each other L/C
Issuer, as applicable, that no Lender or L/C Issuer shall take any action to protect or enforce its rights under this Agreement or any other Loan Document (including exercising any rights of set-off) without
first obtaining the prior written consent of the Administrative Agent or the Required Lenders (such consent not to be unreasonably withheld or delayed); provided, however, that the foregoing shall not prohibit (a) the
Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer from exercising the
rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the
pendency of a proceeding relative to any Loan Party under any debtor relief law. 
 Section 10.3    Non-Business Days. Except as otherwise provided herein, if any payment hereunder or date for performance becomes due and payable or performable (in each case, including as a result of the expiration of any
relevant notice period) on a day which is not a Business Day, the due date of such payment or the date for such performance shall be extended to the next succeeding Business Day on which date such payment shall be due and payable or such other
requirement shall be performed. In the case of any payment of principal falling due on a day which is not a Business Day, interest on such principal amount shall continue to accrue during such extension at the rate per annum then in effect, which
accrued amount shall be due and payable on the next scheduled date for the payment of interest. 

Section 10.4    Documentary Taxes. The Borrowers shall timely pay to the relevant Governmental Authority in
accordance with Applicable Law, or at the option of the Administrative Agent shall timely reimburse the Administrative Agent for the payment of, any and all present or future documentary, court, stamp, excise, property, intangible, recording, filing
or similar Taxes that arise from any payment made under, from the execution, deliver, performance, enforcement, or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any
other Loan Document (“Other Taxes”). 
 Section 10.5    Survival of Representations. All
representations and warranties made herein or in any other Loan Document or in certificates given pursuant hereto or thereto shall survive the execution and delivery of this Agreement and the other Loan Documents, and shall continue in full force
and effect with respect to the date as of which they were made until the Termination Date. 

Section 10.6    Survival of Indemnities. All indemnities and other provisions relative to reimbursement to the
Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Loans and Letters of Credit, including, but not limited to, Sections 8.1, 8.4, 10.4 and 10.13 hereof, shall survive the termination of this Agreement and the other
Loan Documents and the payment of the Obligations. 
 Section 10.7    Sharing of
Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of
deposit balances or otherwise (except pursuant to a valid assignment or participation pursuant to Section 10.10 or as provided in or contemplated by Sections 2.14, 2.15 or 2.16), on any of the Loans or Reimbursement Obligations in excess of its
ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement
Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to 

  
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cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess
payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without
interest. For purposes of this Section 10.7, amounts owed to or recovered by an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or
recovered by such L/C Issuer as a Lender hereunder. 
 Section 10.8    Notices. Except as otherwise
specified herein, all notices hereunder and under the other Loan Documents shall be in writing (including, without limitation, notice by facsimile or email transmission) and shall be given to the relevant party at its physical address, facsimile
number or email address set forth below, or such other physical address, facsimile number or email address as such party may hereafter specify by notice to the Administrative Agent and the Lead Borrower given by courier, by United States certified
or registered mail, by facsimile, email transmission or by other telecommunication device capable of creating a written record of such notice and its receipt. Notices under the Loan Documents to any Lender shall be addressed to its physical address
or facsimile number or email address set forth on its Administrative Questionnaire; and notices under the Loan Documents to the Lead Borrower or the Administrative Agent shall be addressed to their respective physical addresses, facsimile numbers or
email addresses set forth below: 
  

			
	 to the Lead Borrower:
  

Western Digital Corporation. 
3355 Michelson Drive, Suite 100 
Irvine, California 92612 
Attention: Chief Legal Officer 
Telephone: (949) 672-7000 
Facsimile: (949) 672-9612 

	  	 to the Administrative Agent:
  

JPMorgan Chase Bank, N.A.
 10 South Dearborn, Floor L2

Suite IL1-0480
 Chicago,
IL, 60603-2300
 Attention: Loan & Agency Services Group

Phone No: +1-302-634-7052

Email: david.poppiti@jpmchase.com
  

With copy(s) to:
  

JPMorgan Chase Bank, N.A.
 Middle Market Servicing

10 South Dearborn, Floor L2
 Suite
IL1-0480
 Chicago, IL, 60603-2300

Attention: Commercial Banking Group
 Fax No: (844) 490-5663
 Email: jpm.agency.cri@jpmorgan.com

            jpm.agency.servicing.1@jpmorgan.com


  

	
	 With a copy of any notice of any Default or Event 
of Default (which shall not constitute notice to the 
Lead Borrower) to:

 
 Cleary Gottlieb Steen & Hamilton LLP 
One Liberty Plaza 
New York, New
York 10006 
Attention: Duane McLaughlin 
Telephone: 212-225-2000 
Facsimile:
212-225-3999 
Email: dmclaughlin@cgsh.com


 Each such notice, request or other communication shall be effective (i) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Section 10.8 or in the relevant Administrative 

  
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Questionnaire and a confirmation of such telecopy has been received by the sender, (ii) if given by mail, five (5) days after such communication is deposited in the mail, certified or
registered with return receipt requested, addressed as aforesaid, (iii) if by email, when delivered (all such notices and communications sent by email shall be deemed delivered upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgement)), or (iv) if given by any other means, when delivered at the addresses specified in this
Section 10.8 or in the relevant Administrative Questionnaire; provided that any notice given pursuant to Article 2 hereof shall be effective only upon receipt. 

Section 10.9    Counterparts. 

(a)    This Agreement may be executed in any number of counterparts, and by the different parties hereto on separate
counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument. 

(b)    Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan
Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.8), certificate, request, statement, disclosure or authorization
related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other
electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words
“execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic
Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to
accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept
any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Lead Borrower or any other Loan Party without further verification thereof and
without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed
counterpart. Without limiting the generality of the foregoing, the Lead Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies,
bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Lead Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent and
each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course
of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C)
waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other
Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender or any of its Affiliates and controlling Persons and the respective directors,
officers, employees, partners, advisors, agents and other representatives of the foregoing for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or
transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any liabilities arising as a result of the failure of the Lead Borrower and/or any Loan Party to use any
available security measures in connection with the execution, delivery or transmission of any Electronic Signature. 

  
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 Section 10.10    Successors and Assigns; Assignments and
Participations. 
 (a)    Successors and Assigns Generally. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations under any Loan Document without the prior
written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of clause (b) of
this Section 10.10, (ii) by way of participation in accordance with the provisions of clause (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) of this
Section 10.10. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause
(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b)    Assignments by Lenders. 

(i)     Any Lender may at any time assign to one (1) or more Eligible Assignees all or a portion of its rights and
obligations under this Agreement with respect to all or a portion of its Revolving Credit Commitment(s) and the Loans at the time owing to it. 

(ii)     Assignments shall be subject to the following additional conditions: 

(A)    except in the case of an assignment of the entire remaining amount of the assigning Lender’s
Revolving Credit Commitment(s) and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Credit Commitment(s)
(which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of such Trade Date) shall not be
less than $5.0 million, in the case of any assignment in respect of the Revolving Facility, or less than $1.0 million, in the case of any assignment in respect of the Term Facility (calculated, in each case, in the aggregate with respect
to multiple, simultaneous assignments by two (2) or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor and/or two (2) or more lenders that are Affiliates) unless each of the Administrative Agent
and the Lead Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); 

(B)    each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement with respect to the Facility or the Revolving Credit Commitment assigned, except that this clause (B) shall not prohibit any Lender from assigning all or a portion of its rights and
obligations among separate Facilities on a non-pro rata basis; 
 (C)    the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (unless otherwise waived or reduced by the Administrative Agent in its sole discretion), and the
Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and 

(D)    the Eligible Assignee provides the Lead Borrower and the Administrative Agent the forms required by
Section 10.1(c) prior to the assignment. 
 Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause
(c) of this Section 10.10, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder 

  
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shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 8.4, 10.1(a) and 10.13 and subject to any obligations
hereunder with respect to facts and circumstances occurring prior to the effective date of such assignment. All parties hereto consent that assignments to the Borrowers permitted by the terms hereof shall not be construed as violating pro
rata, optional redemption or any other provisions hereof, it being understood that, notwithstanding anything to the contrary elsewhere in this Agreement, immediately upon receipt by a Borrower of any Loans and/or Revolving Credit Commitments the
same shall be deemed cancelled and no longer outstanding for any purpose under this Agreement, including without limitation, Section 10.11, and in no event shall the Borrowers have any rights of a Lender under this Agreement or any other Loan
Document. 
 (c)    Register. 

(i)     The Administrative Agent, acting solely for this purpose as agent of the Borrowers, shall maintain a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, the Revolving Credit Commitment(s) of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to
the terms hereof from time to time, and each repayment in respect of the principal amount (and any interest thereon) (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the
Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrowers and any Lender (as to its own interest, but not the interest of any other Lender), at any reasonable time and from time to time upon reasonable prior notice. 

(ii)     The Administrative Agent shall (A) accept the Assignment and Assumption and (B) promptly record the
information contained therein in the Register once all the requirements of clause (a) above have been met. No assignment shall be effective unless it has been recorded in the Register. 

(d)    Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers, the
Administrative Agent or any L/C Issuer, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) or a Prohibited
Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment(s) and/or the Loans owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the
Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification, supplement or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification, supplement or waiver described in subclause (A) (to the extent that such Participant is directly affected) or (B) of Section 10.11. Subject to clause (e) of this Section 10.10,
each Borrower agrees that each Participant shall be entitled to the benefits of Sections 8.1, 8.4, 10.1, and 10.4 (subject to the requirements and limitations therein (including the requirements under Section 10.1(c), it being understood that
the documentation required to be provided under Section 10.1(c) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this
Section 10.10. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.14 as though it were a Lender; provided that such Participant agrees to be subject to Section 10.7 as though
it were a Lender. 
 Each Lender that sells a participation pursuant to this Section 10.10(d), acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain a register for the recordation of the names and addresses of the Participants, the commitments of, and principal amounts (and stated interest) of the Loans owing
to, each Participant 

  
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pursuant to the terms hereof from time to time, and each repayment in respect of the principal amount (and any interest thereon) (each, a “Participant Register”). The entries in
the Participant Register shall be conclusive absent manifest error, and such Lender and the Borrowers shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of a participation for all
purposes of this Agreement, notwithstanding notice to the contrary; provided that no Lender shall have the 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 Loan or other Obligations under any Loan Document) to any Person except to the extent such disclosure is necessary in connection with a tax audit or other proceeding to establish that any such
Obligations are in registered form for U.S. federal income tax purposes. 
 (e)    Limitations upon Participant
Rights. A Participant shall not be entitled to receive any greater payment under Section 8.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant shall not
be entitled to receive any greater payment under Section 10.1 or Section 10.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement
to a greater payment results from a change in law after the sale of the participation. 
 (f)    Certain Pledges.
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (other than to any Prohibited Lender) to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank or other central bank having jurisdiction over such lender, and this Section 10.10 shall not apply to any pledge or assignment of a security interest; provided that no such pledge or assignment shall
release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(g)    [Reserved]. 

(h)    [Reserved]. 

(i)    Prohibited Lenders. If any assignment or participation under this Section 10.10 is made (or attempted
to be made) (i) to a Prohibited Lender without the Lead Borrower’s prior written consent or (ii) to the extent the Lead Borrower’s consent is required under the terms of this Section 10.10 and such consent shall have not
been obtained or deemed to have been obtained, to any other Person without the Lead Borrower’s consent, then the Lead Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (A) in the case of
any outstanding Term Loans, purchase such Loans by paying the lesser of par or the same amount that such Lender paid to acquire such Loans, or (B) require such Lender to assign and delegate, without recourse (in accordance with and subject to
the restrictions contained in this Section 10.10), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) such Lender shall have received payment of an amount equal to the lesser of par or the amount such Lender paid for such Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Lead Borrower (in the case of all other amounts), (ii) the Borrowers shall be liable to such Lender under
Section 8.1 if any Term Benchmark Loan owing to such Lender is repaid or purchased other than on the last day of the Interest Period relating thereto, and (iii) such assignment shall otherwise comply with this Section 10.10
(provided that no registration and processing fee referred to in this Section 10.10 shall be owing in connection with any assignment pursuant to this clause). Each Lender hereby grants to the Administrative Agent an irrevocable power of
attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder to an assignee as
contemplated hereby in the circumstances contemplated by this Section 10.10(i). Nothing in this Section 10.10(i) shall be deemed to prejudice any rights or remedies the Borrowers may otherwise have at law or equity. Each Lender
acknowledges and agrees that the Borrowers would suffer irreparable harm if such Lender breaches any of its obligations under Section 10.10(a), 10.10(d) or 10.10(f) insofar as such Sections relate to any assignment, participation or pledge to a
Prohibited Lender without the Lead Borrower’s prior written consent. Additionally, each Lender agrees that the Lead Borrower may seek to obtain specific performance or other equitable or injunctive relief to enforce this Section 10.10(i)
against such Lender with respect to such breach without posting a bond or presenting evidence of irreparable harm. The Administrative Agent shall not be responsible or have liability for, or have any duty to ascertain, inquire into, monitor or
enforce, compliance 

  
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with the provisions hereof relating to Prohibited Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or
inquire as to whether any Lender is a Prohibited Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Prohibited Lender. 

(j)    If the Lead Borrower wishes to replace the Loans or Commitments under any Facility with ones having different
terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three (3) Business Days’ advance notice to the Lenders under such Facility, instead of prepaying the Loans or reducing or terminating the
Commitments to be replaced, to (i) require the Lenders under such Facility to assign such Loans or Commitments to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Section 10.11 (with such
replacement, if applicable, deemed to have been made pursuant to Section 2.16). Pursuant to any such assignment, all Loans and Commitments to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same
manner as would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the Lead Borrower), accompanied by payment by the Borrowers of any accrued interest and fees thereon and any
amounts owing pursuant to Section 10.13(c) to the extent demanded in writing prior to the date of such assignment. By receiving such purchase price, the Lenders under such Facility shall automatically be deemed to have assigned the Loans or
Commitments under such Facility pursuant to the terms of the form of Assignment and Assumption attached hereto as Exhibit G and accordingly no other action by such Lenders shall be required in connection therewith. 

Section 10.11    Amendments. 

(a)    Except as provided in Section 2.14 with respect to any Incremental Facility, Section 2.15 with respect to
any Extension and Section 2.16 with respect to any Refinancing Term Loans or Replacement Revolving Facility, (a) no provision of this Agreement or the other Loan Documents may be amended, modified, supplemented or waived unless such
amendment, modification, supplement or waiver is in writing and is signed by (i) the Borrowers, (ii) the Required Lenders, (iii) if the rights or duties of the Administrative Agent are adversely affected thereby, the Administrative
Agent, and (iv) if the rights or duties of the L/C Issuers are affected thereby, the L/C Issuers; provided that: 

(A)    no amendment, modification, supplement or waiver pursuant to this Section 10.11 shall
(i) increase any Commitment or extend the expiry date of any such Commitment of any Lender without the consent of such Lender (it being understood that any such amendment, modification, supplement or waiver that provides for the payment of
interest in kind in addition to, and not as substitution for or as conversion of, the interest otherwise payable hereunder shall only require the consent of the Required Lenders and that a waiver of any condition precedent or the waiver of any
Default or Event of Default or mandatory prepayment shall not constitute an extension or increase of any Commitment), (ii) reduce the amount of, postpone the date for any scheduled payment of any principal of or interest or fee on, or extend the
final maturity of any Loan or of any Reimbursement Obligation or of any fee payable hereunder (other than with respect to a waiver of default interest and it being understood that any change in the definitions of any ratio used in the calculation of
such rate of interest or fees (or the component definitions) shall not constitute a reduction in any rate of interest or fees) without the consent of each Lender (but not the Required Lenders) to which such payment is owing or which has committed to
make such Loan or Letter of Credit (or participate therein) hereunder, (iii) change the application of payments set forth in Section 2.9 hereof without the consent of any Lender adversely affected thereby or (iv) subject to
Section 1.8 hereof, amend this Agreement in a manner that could cause any Revolving Lender to be required to lend Loans in any currency other than Dollars without the written consent of such Revolving Lender; 

(B)    no amendment, modification, supplement or waiver pursuant to this Section 10.11 shall, unless
signed by each Lender, change the definition of Required Lenders in a manner that reduces the voting percentages set forth therein, change the provisions of this Section 10.11, affect the number of Lenders required to take any action hereunder
or under any other Loan Document, or change or waive any provision of any Loan Document that provides for the pro rata nature of disbursements or payments to Lenders; 

(C)    no amendment, modification, supplement or waiver pursuant to this Section 10.11 shall amend or
otherwise modify Section 2.8 or any other provisions of any Loan Document in a manner that by 

  
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its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the consent of
Lenders representing a majority in interest of each affected Class (it being understood that the Required Lenders may waive, in whole or in part, any prepayment of Loans hereunder so long as the application, as between Classes, of any portion of
such prepayment that is still required to be made is not altered); and 
 (D)    no amendment,
modification, supplement or waiver pursuant to this Section 10.11 shall amend or modify the provisions of Section 2.3 or any letter of credit application and any bilateral agreement between the applicable Borrower and an L/C Issuer
regarding such L/C Issuer’s Letter of Credit Commitment or the respective rights and obligations between such Borrower and such L/C Issuer in connection with the issuance of Letters of Credit without the prior written consent of the
Administrative Agent and such L/C Issuer, respectively. 
 Notwithstanding anything to the contrary herein, (a) except as set forth in
clause (A) above, no Defaulting Lender shall have any right to approve or disapprove any amendment, modification, supplement, waiver or consent hereunder or otherwise give any direction to the Administrative Agent; (b) the Lead Borrower
and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Lead Borrower and the Administrative Agent to
effect the provisions of Sections 2.8(d), 2.14, 2.15, 2.16, 10.10(i) or (j); (c) guarantees, collateral security documents and related documents and related documents executed by the Lead Borrower or any of its Subsidiaries in connection with this
Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (i) comply with local law
or advice of local counsel, (ii) cure ambiguities, omissions, mistakes or defects or (iii) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents and
(d) the Administrative Agent may, with the consent of Lead Borrower only, amend, modify or supplement this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or
supplement does not adversely affect the rights of any Lender and the Lenders shall have received, at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five
(5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. 

Notwithstanding the foregoing, only the consent of the Required RC Lenders shall be required with respect to waivers of any conditions to the
Borrowing of any Revolving Loans, and any such amendment, modification or waiver may be made without the consent of any other Lender (including, for the avoidance of doubt, the Required Lenders). 

In addition, notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required
Lenders (as determined hereunder prior to any such amendment or amendment and restatement), the Administrative Agent and the Lead Borrower (i) to add one (1) or more additional credit facilities to this Agreement and to permit the
extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in
respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, the Required RC Lenders and other definitions related to such new credit facilities; provided that
no Lender shall be obligated to commit to or hold any part of such credit facilities. 
 (b)    [Reserved]. 

(c)    Each waiver, amendment, modification, supplement or consent made or given pursuant to this Section 10.11 shall
be effective only in the specific instance and for the specific purpose for which given, and such waiver, amendment, modification or supplement shall apply equally to each of the Lenders and shall be binding on the Loan Parties, the Lenders, the
Administrative Agent and all future holders of the Loans and Revolving Credit Commitments. 

  
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 Section 10.12    Heading. Section headings and the Table of
Contents used in this Agreement are for reference only and shall not affect the construction of this Agreement. 

Section 10.13    Costs and Expenses; Indemnification. 

(a)    The Borrowers agree to pay all reasonable and documented out-of-pocket costs and expenses (on the Closing Date or within thirty (30) days of a written demand therefor, together with reasonable backup documentation supporting such reimbursement request) of
(i) the Administrative Agent, L/C Issuers and Joint Lead Arrangers in connection with the syndication of the Facilities and the preparation, execution, delivery and administration of the Loan Documents, (ii) the Administrative Agent and
the L/C Issuers in connection with any amendment, modification, supplement, waiver or consent related to the Loan Documents, together with any fees and charges suffered or incurred by the Administrative Agent in connection with collateral filing
fees and lien searches and (iii) the Administrative Agent, L/C Issuers and the Lenders (within thirty (30) days of a written demand therefor together with reasonable backup documentation supporting such reimbursement request) in connection
with the enforcement of the Loan Documents. 
 (b)    No Joint Lead Arranger, L/C Issuer or Lender or their respective
Affiliates and controlling Persons and the respective directors, officers, employees, partners, advisors, agents and other representatives of the foregoing (each, a “Lender-Related Person”) and no Loan Party shall have any liability
for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that
nothing in this sentence shall limit any Loan Party’s indemnity and reimbursement obligations to the extent that such special, punitive, indirect or consequential damages are included in any claim by a third party unaffiliated with any of the
indemnified persons with respect to which the applicable indemnified person is entitled to indemnification as set forth in the immediately preceding sentence. No Lender-Related Person nor any other party hereto shall be liable for any damages
arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or
the transactions contemplated hereby or thereby, except to the extent any such damages arise from the gross negligence, bad faith or willful misconduct of, or material breach of the Loan Documents by, such Lender-Related Person or such other party
hereto, as applicable, in each case to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment. 

(c)    The Borrowers further agree to indemnify the Administrative Agent in its capacity as such, each Joint Lead
Arranger, each L/C Issuer and each Lender, their respective Affiliates and controlling Persons and the respective directors, officers, employees, partners, advisors, agents and other representatives of the foregoing against all Damages (including,
without limitation, reasonable attorney’s fees and other expenses of litigation or preparation therefor, whether or not the indemnified person is a party thereto, or any settlement arrangement arising from or relating to any such litigation)
which any of them may pay or incur arising out of or relating to (x) any Loan Document, any of the transactions contemplated thereby, the Facilities, the syndication of the Facilities, the direct or indirect application or proposed application
of the proceeds of any Loan or Letter of Credit or the Transactions (as defined in the Original Loan Agreement) or (y) any Environmental Liability relating to the Lead Borrower or any Subsidiary, including without limitation, with respect to
the actual or alleged presence, Release or threat of Release of any Hazardous Materials at, on, under or from any property currently or formerly owned or operated by the Lead Borrower or any Subsidiary, other than those in each of the cases of
clauses (x) and (y) above which (i) arise from the gross negligence, willful misconduct or bad faith of, or material breach of the Loan Documents by, the party claiming indemnification (or any of its respective directors, officers,
employees, advisors, agents and Affiliates), in each case, to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) arise out of any dispute solely
among indemnified persons (other than in connection with any agent or arranger acting in its capacity as the Administrative Agent, an L/C Issuer, a Joint Lead Arranger or any other agent, co-agent, arranger or
similar role, in each case in their respective capacities as such, or in connection with any syndication activities) that did not arise out of any act or omission of a Borrower or any of its Affiliates. Notwithstanding the foregoing, each
indemnified person shall be obligated to refund and return any and all amounts paid by the Borrowers to such indemnified person for fees, expenses or damages to the extent such indemnified person is not entitled to payment of such amounts in
accordance with the terms hereof. 

  
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 (d)    Notwithstanding any of the foregoing clauses (a) or (c) to
the contrary, in no event shall the Borrowers be obligated to pay for the legal expenses or fees of more than one (1) firm of outside counsel and, if reasonably necessary, one (1) local counsel in any relevant jurisdiction or otherwise
retained with the Lead Borrower’s consent (not to be unreasonably withheld or delayed), to the Administrative Agent, or the Administrative Agent, the L/C Issuers, the Joint Lead Arrangers and the Lenders, taken as a whole, as the case may be,
except, solely in the case of a conflict of interest under clauses (a)(iii) or (c) above, one (1) additional counsel to all affected persons similarly situated, taken as a whole, and if reasonably necessary, one (1) additional local
counsel in each relevant jurisdiction or otherwise retained with Lead Borrower’s consent (not to be unreasonably withheld or delayed) to all affected persons similarly situated, taken as a whole. The obligations of the Borrowers under this
Section 10.13 shall survive the termination of this Agreement. 
 Section 10.14    Set-off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, but subject to Section 10.2, upon the occurrence and during the continuation
of any Event of Default, each Lender and each subsequent holder of any Obligation is hereby authorized by the Borrowers at any time or from time to time, without prior notice to the Borrowers or to any other Person, any such notice being hereby
expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness at any time held or owing by that Lender or that subsequent holder to or for the credit or the account of a Borrower, whether or not
matured, against and on account of any amount due and payable by such Borrower hereunder. Each Lender or any such subsequent holder of any Obligations agrees to promptly notify the applicable Borrower and the Administrative 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 set-off and application. 

Section 10.15    Entire Agreement. The Loan Documents constitute the entire understanding of the parties
thereto with respect to the subject matter thereof and any prior agreements, whether written or oral, with respect thereto are superseded hereby. 

Section 10.16    Governing Law. This Agreement and the rights and obligations of the parties hereunder shall
be governed by, and construed by and interpreted in accordance with, the law of the State of New York. 

Section 10.17     Severability of Provisions. Any provision of any Loan Document which is unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All
rights, remedies and powers provided in this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions of law, and all the provisions of this Agreement
and other Loan Documents are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement or the other Loan Documents invalid or
unenforceable. 
 Section 10.18    Excess Interest. Notwithstanding any provision to the contrary contained
herein or in any other Loan Document, no such provision shall require the payment or permit the collection of any amount of interest in excess of the maximum amount of interest permitted by Applicable Law to be charged for the use or detention, or
the forbearance in the collection, of all or any portion of the Loans or other obligations outstanding under this Agreement or any other Loan Document (“Excess Interest”). If any Excess Interest is provided for, or is adjudicated to
be provided for, herein or in any other Loan Document, then in such event (a) the provisions of this Section 10.18 shall govern and control, (b) neither any Borrower nor any guarantor or endorser shall be obligated to pay any Excess
Interest, (c) any Excess Interest that the Administrative Agent or any Lender may have received hereunder shall, at the option of the Administrative Agent, be (i) applied as a credit against the then outstanding principal amount of
Obligations hereunder and accrued and unpaid interest thereon (not to exceed the maximum amount permitted by Applicable Law), (ii) refunded to the applicable Borrower, or (iii) any combination of the foregoing, (d) the interest rate
payable hereunder or under any other Loan Document shall be automatically subject to reduction to the maximum lawful contract rate allowed under applicable usury laws (the “Maximum Rate”), and this Agreement and the other Loan
Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in the relevant interest rate, and (e) neither any Borrower nor any guarantor or endorser shall have any


  
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action against the Administrative Agent or any Lender for any Damages whatsoever arising out of the payment or collection of any Excess Interest. Notwithstanding the foregoing, if for any period
of time interest on any of a Borrower’s Obligations is calculated at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate of interest payable on
such Borrower’s Obligations shall remain at the Maximum Rate until the Lenders have received the amount of interest which such Lenders would have received during such period on such Borrower’s Obligations had the rate of interest not been
limited to the Maximum Rate during such period. 
 Section 10.19    Construction. The parties acknowledge
and agree that the Loan Documents shall not be construed more favorably in favor of any party hereto based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation of the Loan
Documents. The provisions of this Agreement relating to Subsidiaries shall apply only during such times as the Lead Borrower has one (1) or more Subsidiaries. In the event of any conflict or inconsistency between or among this Agreement and the
other Loan Documents, the terms and conditions of this Agreement shall govern and control. 

Section 10.20    Lender’s Obligations Several. The obligations of the Lenders hereunder are
several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder except as otherwise set forth in this Agreement. Nothing contained in this Agreement and no action taken by the Lenders
pursuant hereto shall be deemed to constitute the Lenders a partnership, association, joint venture or other entity. 

Section 10.21    USA Patriot Act. Each Lender and each 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 such Lender and/or
Agent to identify each Loan Party in accordance with the Patriot Act. 
 Section 10.22    Submission to
Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City in the
borough of Manhattan for purposes of all legal proceedings arising out of or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby. Each of the parties hereto irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient
forum. Each of the parties hereto agrees that a final judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Loan Document shall
affect any right that any party hereto may otherwise have to bring any proceeding relating to any Loan Document against any other party hereto or their respective properties in the courts of any jurisdiction (i) for purposes of enforcing a
judgment or (ii) in connection with any pending bankruptcy, insolvency or similar proceeding in such jurisdiction. THE BORROWERS, THE ADMINISTRATIVE AGENT, THE L/C ISSUERS AND THE LENDERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. 

Section 10.23    Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the
Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that the Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective directors, officers,
employees, agents, advisors, insurers, insurance brokers, settlement service providers and other representatives on a “need to know basis” (it being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information confidential) solely in connection with the transactions contemplated or permitted hereby; provided that the Administrative Agent, the Lenders or the L/C Issuers,
as the case may be, shall be responsible for their respective Affiliates’ compliance with this clause, (b) to the extent requested by any regulatory authority having jurisdiction over such Person (including any self-regulatory authority,
such as the National Association of Insurance Commissioners or any similar organization) or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with
respect to such Lender (provided that, prior to any such disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential Information relating to the Loan


  
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Parties), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process; provided that, unless specifically prohibited by Applicable Law or court
order, each Lender and the Administrative Agent shall promptly notify the Lead Borrower in advance of any such disclosure, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions not less restrictive than those of this
Section 10.23, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (provided that, for the avoidance of doubt, to the extent that the list of
Prohibited Lenders is made available to all Lenders, the “Information” for purposes of this clause (f)(i) shall include the list of Prohibited Lenders) or (ii) any actual or prospective counterparty (or its advisors) to any Hedge
Agreement relating to the Lead Borrower and its obligations, (g) with the consent of the Lead Borrower, (h) (x) to any rating agency in connection with rating the Lead Borrower or its Subsidiaries or the facilities evidenced by this
Agreement or (y) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the facilities evidenced by this Agreement, (i) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section 10.23 or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Lead
Borrower, (j) for purposes of establishing a “due diligence” defense, (k) to the extent that such information is independently developed, so long as not based on information obtained in a manner that would otherwise violate this
Section 10.23. In addition, the Agents and the Lenders may disclose the existence of this Agreement and customary information about this Agreement to market data collectors, similar service providers to the lending industry, and service
providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions; provided that such Person is advised of and agrees to be
bound by the provisions of this Section 10.23. For purposes of this Section 10.23, “Information” means all information received by the Administrative Agent, any Lender or any L/C Issuer, as the case may be, from the Lead
Borrower or any of its Subsidiaries relating to the Lead Borrower or any of its Subsidiaries or any of their respective businesses (including any target company and its Subsidiaries in connection with contemplated or consummated Acquisition or other
investment), other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Lead Borrower or any of its Subsidiaries. Any Person required to maintain the
confidentiality of Information as provided in this Section 10.23 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree not to disclose any Information to a Prohibited Lender. 

Section 10.24    No Fiduciary Relationship. Each Borrower acknowledges and agrees that the transactions
contemplated by this Agreement and the other Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s length commercial transactions between the Agents and the Lenders, on the one hand, and the Loan
Parties, on the other, and in connection therewith and with the process leading thereto, (i) the Agents and the Lenders have not assumed an advisory or fiduciary responsibility in favor of the Loan Parties, the Loan Parties’ equity holders
or the Loan Parties’ Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether such Agent and/or Lender has advised, is
currently advising or will advise the Loan Parties, the Loan Parties’ equity holders or the Loan Parties’ Affiliates on other matters) or any other obligation to the Loan Parties except the obligations expressly set forth in this Agreement
and the other Loan Documents and (ii) such Agent and/or Lender is acting solely as a principal and not as a fiduciary of the Loan Parties, the Loan Parties’ management, equity holders, Affiliates, creditors or any other Person or their
respective Affiliates. Each Agent, each Lender and their Affiliates may have economic interests that conflict with the economic interests of the Lead Borrower or any of its Subsidiaries, their stockholders and/or their Affiliates. 

Section 10.25    Platform; Borrower Materials. 

(a)    Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make
available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar
electronic system (the “Platform”), and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information
(within the meaning of the United States federal and state securities laws) with respect to the Borrowers or their respective Subsidiaries or any of their 

  
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respective securities) (each, a “Public Lender”). The Lead Borrower hereby agrees that it will identify that portion of the Borrower Materials that may be distributed to the
Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof,
(ii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor” and (iii) the Administrative Agent and the Joint Lead Arrangers shall be
entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE”. THE ADMINISTRATIVE AGENT, ITS RELATED PARTIES AND THE JOINT LEAD ARRANGERS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR
OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY
RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT, ANY OR ITS RELATED PARTIES OR ANY JOINT LEAD ARRANGER IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. 

(b)    Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the
Borrowers or the Administrative 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. Each Lender represents to the Borrowers and the Administrative Agent that (i) it has developed compliance procedures regarding the use of material non-public information and that it will
handle material non-public information in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative
Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal, state and foreign
securities laws. 
 Section 10.26    Acknowledgement and Consent to
Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by: 
 (a)    the application of any Write-Down and Conversion Powers by an the applicable Resolution
Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and 

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

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

Section 10.27    Additional Borrowers. 

(a)    The Lead Borrower may cause any Subsidiary to become a Borrower under the Revolving Facility by (i) executing a
joinder agreement to this Agreement, in form and substance satisfactory to the Administrative Agent, (ii) delivering an opinion of counsel to such Subsidiary addressed to the Administrative Agent and each


  
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Lender in form and substance reasonably satisfactory to the Administrative Agent, (iii) delivering a customary secretary’s (or equivalent) certificate in form and substance reasonably
satisfactory to the Administrative Agent, (iv) delivering good standing certificates (or equivalent evidence) for such Subsidiary which the Administrative Agent reasonably may have requested and (v) furnishing to the Administrative Agent
and the Lenders all documentation and other information that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without
limitation the Patriot Act; provided that (x) the jurisdiction of organization of such Additional Borrower shall be reasonably acceptable to the Administrative Agent and each Revolving Lender and (y) this Agreement and any other
applicable Loan Document may be amended as mutually agreed by the Administrative Agent, the Lead Borrower, such Additional Borrower and each Revolving Lender to incorporate such Additional Borrower, if necessary, including, without limitation, if
such Additional Borrower is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, any jurisdiction other than the United States, any state thereof, or the
District of Columbia, any amendment to Section 10.1 and the definition of “Excluded Taxes” (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to such amendment). 

(b)    If at any time an Additional Borrower ceases to be a Subsidiary of the Lead Borrower, the Lead Borrower shall
deliver a written notice to the Administrative Agent notifying it that such Additional Borrower is no longer a Subsidiary and terminating its status as an Additional Borrower. The delivery of such notice shall not affect any obligation of an
Additional Borrower theretofore incurred or the Lead Borrower’s guaranty thereof and the Lead Borrower shall confirm its continuing obligation in respect thereof in such notice. 

(c)    If at any time, an Additional Borrower has no outstanding Credit Extensions made to it, the Lead Borrower may elect
to deliver a written notice to the Administrative Agent stating that it has elected to terminate the status of such Additional Borrower as a Borrower hereunder and such Additional Borrower shall no longer have any obligations hereunder. 

Section 10.28    Effectiveness of Amendment and Restatement. On and after the Amendment and Restatement
Effective Date, all obligations of the Lead Borrower under the Original Loan Agreement shall continue in full force and effect as obligations of the Lead Borrower hereunder and the provisions of the Original Loan Agreement shall be superseded by the
provisions hereof except for provisions under the Original Loan Agreement that expressly survive the termination thereof. The parties hereto acknowledge and agree that (a) the amendment and restatement of the Original Loan Agreement pursuant to
this Agreement and all other Loan Documents executed and delivered in connection herewith shall not constitute a novation of the Original Loan Agreement and the other Loan Documents as in effect prior to the Amendment and Restatement Effective Date
and (b) all references in the other Loan Documents to the Original Loan Agreement shall be deemed to refer without further amendment to this Agreement. 

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