EX-10.1



 Exhibit 10.1 

 
  

 
 Published CUSIP Number: 4107LAE8

 $2,250,000,000 
 SECOND AMENDED AND RESTATED 
 REVOLVING CREDIT AGREEMENT 

dated as of July 26, 2013 
 by and among 
 WASTE MANAGEMENT, INC. 

(the “Borrower”) 
 and 
 WASTE MANAGEMENT HOLDINGS, INC. 

(the “Guarantor”) 
 and 
 CERTAIN BANKS 

and 
 BANK OF
AMERICA, N.A., 
 as Administrative Agent 
 and 
 JPMORGAN CHASE BANK, N.A., and BARCLAYS BANK PLC, 

as Syndication Agents 
 and 
 BNP PARIBAS, 

CITIBANK, N.A., 
 DEUTSCHE BANK AG NEW YORK BRANCH, 
 THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD., 
 THE ROYAL BANK OF SCOTLAND PLC, 
 U.S. BANK NATIONAL ASSOCIATION 
 and 

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

 J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH 

INCORPORATED and BARCLAYS BANK PLC, 
 as Lead Arrangers and Joint Bookrunners 
  

 
  







 TABLE OF CONTENTS 

 

					
	 §1. DEFINITIONS AND RULES OF INTERPRETATION
	  	 	3	  
		
	 §1.1. Definitions
	  	 	3	  
		
	 §1.2. Rules of Interpretation
	  	 	20	  
		
	 §1.3. Classification of Loans and Borrowings
	  	 	21	  
		
	 §2. THE LOAN FACILITIES
	  	 	21	  
		
	 §2.1. Commitment to Lend
	  	 	21	  
		
	 §2.2. Facility Fee
	  	 	21	  
		
	 §2.3. Reduction and Increase of Total Commitment
	  	 	22	  
		
	 §2.3.1 Reduction of Total Commitment
	  	 	22	  
		
	 §2.3.2 Increase of Total Commitment
	  	 	22	  
		
	 §2.4. Repayment of Loans; Evidence of Debt
	  	 	23	  
		
	 §2.5. Interest on Loans
	  	 	24	  
		
	 §2.6. Requests for Syndicated Loans
	  	 	24	  
		
	 §2.7. Election of Eurodollar Rate; Notice of Election; Interest Periods; Minimum Amounts
	  	 	25	  
		
	 §2.8. Funds for Syndicated Loans
	  	 	26	  
		
	 §2.9. Maturity of the Loans and Reimbursement Obligations
	  	 	26	  
		
	 §2.10. Optional Prepayments or Repayments of Loans
	  	 	26	  
		
	 §2.11. Swing Line Loans; Participations
	  	 	27	  
		
	 §3. LETTERS OF CREDIT
	  	 	29	  
		
	 §3.1. Letter of Credit Commitments
	  	 	29	  
		
	 §3.2. Reimbursement Obligation of the Borrower
	  	 	32	  
		
	 §3.3. Obligations Absolute
	  	 	33	  
		
	 §3.4. Reliance by the Issuing Banks
	  	 	33	  
		
	 §3.5. Notice Regarding Letters of Credit
	  	 	34	  
		
	 §3.6. Letter of Credit Fee; Fronting Fee
	  	 	34	  
		
	 §4. COMPETITIVE BID LOANS
	  	 	35	  
		
	 §4.1. The Competitive Bid Option
	  	 	35	  
		
	 §4.2. Competitive Bid Loan Accounts; Competitive Bid Loans
	  	 	35	  
		
	 §4.3. Competitive Bid Quote Request; Invitation for Competitive Bid Quotes
	  	 	35	  
		
	 §4.4. Alternative Manner of Procedure
	  	 	36	  
		
	 §4.5. Submission and Contents of Competitive Bid Quotes
	  	 	36	  


  
 - i -










					
		
	 §4.6. Notice to Borrower
	  	 	38	  
		
	 §4.7. Acceptance and Notice by Borrower and Administrative Agent
	  	 	38	  
		
	 §4.8. Allocation by Administrative Agent
	  	 	38	  
		
	 §4.9. Funding of Competitive Bid Loans
	  	 	39	  
		
	 §4.10. Funding Losses
	  	 	39	  
		
	 §4.11. Repayment of Competitive Bid Loans; Interest
	  	 	39	  
		
	 §5. PROVISIONS RELATING TO ALL LOANS AND LETTERS OF CREDIT
	  	 	39	  
		
	 §5.1. Payments
	  	 	39	  
		
	 §5.2. Mandatory Repayments of the Loans
	  	 	42	  
		
	 §5.3. Computations
	  	 	42	  
		
	 §5.4. Illegality; Inability to Determine Eurodollar Rate
	  	 	42	  
		
	 §5.5. Additional Costs, Etc
	  	 	43	  
		
	 §5.6. Capital Adequacy
	  	 	45	  
		
	 §5.7. Certificate
	  	 	45	  
		
	 §5.8. Eurodollar and Competitive Bid Indemnity
	  	 	45	  
		
	 §5.9. Interest on Overdue Amounts
	  	 	46	  
		
	 §5.10. Interest Limitation
	  	 	46	  
		
	 §5.11. Reasonable Efforts to Mitigate
	  	 	46	  
		
	 §5.12. Replacement of Banks; Termination of Commitments
	  	 	47	  
		
	 §5.13. Advances by Administrative Agent
	  	 	48	  
		
	 §5.14. Defaulting Banks
	  	 	49	  
		
	 §6. REPRESENTATIONS AND WARRANTIES
	  	 	51	  
		
	 §6.1. Corporate Authority
	  	 	51	  
		
	 §6.2. Governmental and Other Approvals
	  	 	52	  
		
	 §6.3. Title to Properties; Leases
	  	 	52	  
		
	 §6.4. Financial Statements; Solvency
	  	 	53	  
		
	 §6.5. No Material Changes, Etc
	  	 	53	  
		
	 §6.6. Franchises, Patents, Copyrights, Etc
	  	 	53	  
		
	 §6.7. Litigation
	  	 	53	  
		
	 §6.8. No Materially Adverse Contracts, Etc
	  	 	53	  
		
	 §6.9. Compliance With Other Instruments, Laws, Etc
	  	 	53	  
		
	 §6.10. Tax Status
	  	 	53	  
		
	 §6.11. No Event of Default
	  	 	54	  


  
 - ii -










					
		
	 §6.12. Investment Company Act
	  	 	54	  
		
	 §6.13. Absence of Financing Statements, Etc
	  	 	54	  
		
	 §6.14. Employee Benefit Plans
	  	 	54	  
		
	 §6.14.1 In General
	  	 	54	  
		
	 §6.14.2 Terminability of Welfare Plans
	  	 	54	  
		
	 §6.14.3 Guaranteed Pension Plans
	  	 	55	  
		
	 §6.14.4 Multiemployer Plans
	  	 	55	  
		
	 §6.15. Environmental Compliance
	  	 	55	  
		
	 §6.16. Disclosure
	  	 	56	  
		
	 §6.17. Permits and Governmental Authority
	  	 	57	  
		
	 §6.18. Margin Stock
	  	 	57	  
		
	 §7. AFFIRMATIVE COVENANTS OF THE BORROWER
	  	 	57	  
		
	 §7.1. Punctual Payment
	  	 	57	  
		
	 §7.2. Maintenance of U.S. Office
	  	 	57	  
		
	 §7.3. Records and Accounts
	  	 	57	  
		
	 §7.4. Financial Statements, Certificates and Information
	  	 	57	  
		
	 §7.5. Existence and Conduct of Business
	  	 	59	  
		
	 §7.6. Maintenance of Properties
	  	 	59	  
		
	 §7.7. Insurance
	  	 	59	  
		
	 §7.8. Taxes
	  	 	60	  
		
	 §7.9. Inspection of Properties, Books and Contracts
	  	 	60	  
		
	 §7.10. Compliance with Laws, Contracts, Licenses and Permits; Maintenance of Material Licenses and Permits
	  	 	60	  
		
	 §7.11. Environmental Indemnification
	  	 	60	  
		
	 §7.12. Further Assurances
	  	 	61	  
		
	 §7.13. Notice of Potential Claims or Litigation
	  	 	61	  
		
	 §7.14. Notice of Certain Events Concerning Environmental Claims
	  	 	61	  
		
	 §7.15. Notice of Default
	  	 	62	  
		
	 §7.16. Use of Proceeds
	  	 	62	  
		
	 §7.17. Certain Transactions
	  	 	62	  
		
	 §8. NEGATIVE COVENANTS OF THE BORROWER
	  	 	63	  
		
	 §8.1. Restrictions on Indebtedness
	  	 	63	  
		
	 §8.2. Restrictions on Liens
	  	 	63	  


  
 - iii -










					
		
	 §8.3. Restrictions on Investments
	  	 	64	  
		
	 §8.4. Mergers, Consolidations, Sales
	  	 	64	  
		
	 §8.5. Restricted Distributions and Redemptions
	  	 	65	  
		
	 §8.6. Employee Benefit Plans
	  	 	65	  
		
	 §9. FINANCIAL COVENANTS OF THE BORROWER
	  	 	66	  
		
	 §9.1. Interest Coverage Ratio
	  	 	66	  
		
	 §9.2. Total Debt to EBITDA
	  	 	66	  
		
	 §10. CONDITIONS PRECEDENT
	  	 	66	  
		
	 §10.1. Conditions To Effectiveness
	  	 	66	  
		
	 §10.1.1 Corporate Action
	  	 	66	  
		
	 §10.1.2 Loan Documents, Etc
	  	 	66	  
		
	 §10.1.3 Certified Copies of Charter Documents
	  	 	67	  
		
	 §10.1.4 Incumbency Certificate
	  	 	67	  
		
	 §10.1.5 Summary of Insurance
	  	 	67	  
		
	 §10.1.6 Opinion of Counsel
	  	 	67	  
		
	 §10.1.7 Satisfactory Financial Condition
	  	 	67	  
		
	 §10.1.8 Payment of Closing Fees
	  	 	67	  
		
	 §10.1.9 Closing Certificate
	  	 	67	  
		
	 §10.1.10 USA Patriot Act
	  	 	67	  
		
	 §11. CONDITIONS TO ALL LOANS
	  	 	68	  
		
	 §11.1. Representations True
	  	 	68	  
		
	 §11.2. Performance; No Event of Default
	  	 	68	  
		
	 §11.3. Proceedings and Documents
	  	 	68	  
		
	 §12. EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT
	  	 	69	  
		
	 §12.1. Events of Default and Acceleration
	  	 	69	  
		
	 §12.2. Termination of Commitments
	  	 	71	  
		
	 §12.3. Remedies
	  	 	71	  
		
	 §13. SETOFF
	  	 	71	  
		
	 §14. EXPENSES
	  	 	72	  
		
	 §15. THE AGENTS
	  	 	72	  
		
	 §15.1. Authorization and Action
	  	 	72	  
		
	 §15.2. Administrative Agent’s Reliance, Etc
	  	 	72	  


  
 - iv -










					
		
	 §15.3. Bank of America and Affiliates
	  	 	73	  
		
	 §15.4. Bank Credit Decision
	  	 	73	  
		
	 §15.5. Indemnification
	  	 	74	  
		
	 §15.6. Successor Administrative Agent
	  	 	74	  
		
	 §15.7. Lead Arrangers, Etc
	  	 	75	  
		
	 §15.8. Documents
	  	 	75	  
		
	 §15.9. Action by the Banks, Consents, Amendments, Waivers, Etc
	  	 	75	  
		
	 §16. INDEMNIFICATION
	  	 	76	  
		
	 §17. WITHHOLDING TAXES
	  	 	77	  
		
	 §18. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION
	  	 	79	  
		
	 §18.1. Confidentiality
	  	 	79	  
		
	 §18.2. Prior Notification
	  	 	79	  
		
	 §18.3. Other
	  	 	79	  
		
	 §19. SURVIVAL OF COVENANTS, ETC
	  	 	80	  
		
	 §20. ASSIGNMENT AND PARTICIPATION
	  	 	80	  
		
	 §21. PARTIES IN INTEREST
	  	 	83	  
		
	 §22. NOTICES, ETC
	  	 	83	  
		
	 §23. MISCELLANEOUS
	  	 	86	  
		
	 §24. CONSENTS, ETC
	  	 	86	  
		
	 §25. WAIVER OF JURY TRIAL
	  	 	87	  
		
	 §26. GOVERNING LAW; SUBMISSION TO JURISDICTION
	  	 	87	  
		
	 §27. SEVERABILITY
	  	 	87	  
		
	 §28. GUARANTY
	  	 	88	  
		
	 §28.1. Guaranty
	  	 	88	  
		
	 §28.2. Guaranty Absolute
	  	 	88	  
		
	 §28.3. Effectiveness; Enforcement
	  	 	89	  
		
	 §28.4. Waiver
	  	 	89	  
		
	 §28.5. Expenses
	  	 	89	  
		
	 §28.6. Concerning Joint and Several Liability of the Guarantor
	  	 	90	  
		
	 §28.7. Waiver
	  	 	91	  
		
	 §28.8. Subrogation; Subordination
	  	 	92	  
		
	 §28.9. Consent and Confirmation
	  	 	92	  
		
	 §29. PRO RATA TREATMENT
	  	 	92	  


  
 - v -










					
		
	 §30. FINAL AGREEMENT
	  	 	93	  
		
	 §31. USA PATRIOT ACT
	  	 	93	  
		
	§32. NO ADVISORY OR FIDUCIARY RESPONSIBILITY	  	 	93	  
		
	§33. PAYMENTS SET ASIDE	  	 	94	  


  
 - vi -









 EXHIBITS: 
  

			
	 Exhibit A
	  	Form of Syndicated Loan Request
		
	 Exhibit B
	  	Form of Swing Line Loan Notice
		
	 Exhibit C
	  	Form of Letter of Credit Request
		
	 Exhibit D
	  	Form of Compliance Certificate
		
	 Exhibit E
	  	Form of Assignment and Assumption
		
	 Exhibit F
	  	Form of Competitive Bid Quote Request
		
	 Exhibit G
	  	Form of Invitation for Competitive Bid Quotes
		
	 Exhibit H
	  	Form of Competitive Bid Quote
		
	 Exhibit I
	  	Form of Notice of Acceptance/Rejection of Competitive Bid Quote(s)
		
	 Exhibit J
	  	Form of Administrative Questionnaire

 SCHEDULES: 
  

			
	 Schedule 1
	  	Banks; Commitments
		
	 Schedule 1.1
	  	Existing Liens
		
	 Schedule 3.1
	  	Issuing Banks and Issuing Bank Limits
		
	 Schedule 3.1.1
	  	Form of Increase/Decrease Letter
		
	 Schedule 3.1.2
	  	Existing Letters of Credit
		
	 Schedule 6.7
	  	Litigation
		
	 Schedule 6.15
	  	Environmental Compliance
		
	 Schedule 8.1(a)
	  	Existing Indebtedness
		
	 Schedule 22
	  	Administrative Agent’s Office; Certain Addresses for Notices


  
 - vii -









 SECOND AMENDED AND RESTATED 

REVOLVING CREDIT AGREEMENT 
 This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of July 26, 2013, by and among WASTE MANAGEMENT, INC., a Delaware corporation having its chief executive office at
1001 Fannin Street, Suite 4000, Houston, Texas 77002 (the “Borrower”), WASTE MANAGEMENT HOLDINGS, INC., a wholly-owned Subsidiary of the Borrower (the “Guarantor”), the lenders from time to time party hereto
(the “Banks”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). 
 A. The Borrower, Bank of America, N.A, as administrative agent, and the lenders party thereto (the “Existing Banks”) entered into that certain Amended and Restated Credit Agreement dated
as of May 9, 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility,
with a letter of credit subfacility and a swing loan subfacility. 
 B. As further provided herein and upon the terms and conditions contained
herein, the Banks and the Administrative Agent have agreed to reallocate the Commitment and Commitment Percentages of each of the Banks as set forth on Schedule 1. 
 C. The Borrower and the Guarantor have requested that the Existing Credit Agreement be further amended and restated, among other things, to extend the maturity date and make certain other changes as set
forth herein, and the Administrative Agent and the Banks are willing to make such amendments to the Existing Credit Agreement. 

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

(i) Simultaneously with the Effective Date and after giving effect to any assignments on the Effective Date from Existing Banks under the
Existing Credit Agreement who elect not to become Banks under this Agreement, but immediately prior to giving effect to paragraph (iv) below, the parties hereby agree that (A) the Commitment of each of the Banks shall be as set
forth in Schedule 1, and the outstanding amount of the Syndicated Loans (as defined in and under the Existing Credit Agreement, without giving effect to any Borrowings of Loans under this Agreement on the Effective Date, but after giving
effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Commitments, and the requisite assignments shall be deemed to be made in such amounts among the Banks and from
each Bank to each other Bank (including from Banks who reduce their commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the
Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee and (B) the swing line subfacility under the Existing Credit Agreement shall continue as the swing line subfacility hereunder,
with the Swing Line Sublimit set out herein, and the Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and be deemed to be Swing Line Loans hereunder, and (C) the letter of credit


  
 - 1 -









 
subfacility provided in the Existing Credit Agreement shall continue as the Letter of Credit facility hereunder and the Existing Letters of Credit shall be deemed to be Letters of Credit issued
hereunder. There are no Competitive Bid Loans (as defined in the Existing Credit Agreement) outstanding on the Effective Date under the Existing Credit Agreement. 
 (ii) Notwithstanding anything to the contrary in §20 of the Existing Credit Agreement or §20 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall
be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and
Assumption. On the Effective Date, the applicable Banks shall make full cash settlement with one another (including with any Bank whose commitments are being decreased), either directly or through the Administrative Agent, as the Administrative
Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements (A) the Commitment of each Bank shall be as set forth on Schedule 1 to this
Agreement, (B) each Bank’s Commitment Percentage of the Total Commitment equals (with customary rounding) its Commitment Percentage of (x) the outstanding amount of all Loans, and (y) the outstanding amount of all Letters of
Credit. 
 (iii) The Borrower, the Guarantor, the Administrative Agent and the Banks hereby agree that upon the effectiveness of
this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Banks and any terms, conditions or matters related to any
thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be
superseded by this Agreement. 
 (iv) Notwithstanding this amendment and restatement of the Existing Credit Agreement and any
related Loan Documents (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (A) all of the indebtedness, liabilities and obligations
owing by any Person under the Existing Credit Agreement and other Existing Loan Documents outstanding as of the Effective Date shall continue as Obligations hereunder, (B) each of this Agreement and the Notes and the other Loan Documents is
given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower and the Guarantor under the Existing Credit Agreement or any Existing Loan Document and is not
intended to constitute a novation thereof or of any of the other Existing Loan Documents, and (C) certain of the Existing Loan Documents will remain in full force and effect, as set forth in this Agreement. Upon the effectiveness of this
Agreement all loans outstanding and owing by the Borrower under the Existing Credit Agreement as of the Effective Date, shall constitute Loans hereunder accruing interest with respect to the Base Rate Loans under the Existing Credit Agreement, at
the Applicable Base Rate hereunder. The parties hereto agree that the Interest Periods for all Eurodollar Loans outstanding under the Existing Credit Agreement on the Effective Date shall be terminated, the Borrower shall pay (on the Effective Date)
all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent interest rate selection notices for existing Loans and borrowing notices for additional Loans as


  
 - 2 -









 
may be required in connection with the allocation of Loans among Banks in accordance with their Commitment Percentages. The Administrative Agent and the Existing Banks agree that the transactions
contemplated in these recitals shall not give rise to any obligation of the Borrower or the Guarantor to make any payment under §5.8 of the Existing Credit Agreement. 
 In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 
 §1. DEFINITIONS AND RULES OF INTERPRETATION. 
 §1.1.
Definitions. The following terms shall have the meanings set forth in this §1 or elsewhere in the provisions of this Agreement referred to below: 
 Absolute Competitive Bid Loan(s). Competitive Bid Loans bearing interest at a fixed rate per annum in accordance with §4.5(b)(v). 

Accountants. See §7.4(a). 
 Administrative Agent. See Preamble. 
 Administrative Agent’s
Office. The Administrative Agent’s address and, as appropriate, account as set forth on Schedule 22, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Banks. 

Administrative Questionnaire. An Administrative Questionnaire in substantially the form of Exhibit J or any other form
approved by the Administrative Agent. 
 Affected Bank. See §5.12. 

Agreement. This Second Amended and Restated Revolving Credit Agreement, including the Schedules and Exhibits hereto, as from time
to time amended and supplemented in accordance with the terms hereof. 
 Applicable Base Rate. The applicable rate per
annum of interest on the Base Rate Loans as set forth in the Pricing Table. 
 Applicable Eurodollar Rate. The applicable
rate per annum of interest on the Eurodollar Loans shall be as set forth in the Pricing Table. 
 Applicable Facility Fee
Rate. The applicable rate per annum with respect to the Facility Fee shall be as set forth in the Pricing Table. 

Applicable L/C Rate. The applicable rate per annum on the Maximum Drawing Amount shall be as set forth in the Pricing Table.

 Applicable Requirements. See §7.10. 

  
 - 3 -









 Applicable Spot Rate. On any date, the quoted spot rate for conversion of U.S.
Dollars to Canadian Dollars by the Administrative Agent or the respective Issuing Bank, as applicable, through its principal foreign exchange trading office at approximately 11:00 a.m. (New York time) on the date two Business Days prior to the date
as of which the foreign exchange computation is made; provided that the Administrative Agent or such Issuing Bank may obtain such spot rate from another financial institution designated by the Administrative Agent or such Issuing Bank or from
Reuters page 1 FED (or on any successor or substitute page of such service, or any successor to or substitute for such service providing rate quotations comparable to those currently provide on such page of such service); and provided
further that an Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made. 
 Approved Fund. Any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its
activities and that is administered or managed by (a) a Bank or (b) a Bank Affiliate. 
 Assignment and
Assumption. See §20. 
 Balance Sheet Date. December 31, 2012. 

Bank Affiliate. (a) With respect to any Bank, (i) a Person that directly, or indirectly through one or more
intermediaries, possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Bank, whether through the ability to exercise voting power, by contract or otherwise or is controlled by or is under
common control with such Bank (an “Affiliate”) or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of
credit in the ordinary course of its activities and is administered or managed by a Bank or an Affiliate of such Bank and (b) with respect to any Bank that is a fund which invests in bank loans and similar extensions of credit, any other fund
that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Bank or by an Affiliate of such investment advisor. 
 Bank of America. Bank of America, N.A. 
 Banks. See Preamble.

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

Base Rate Loans. Syndicated or Swing Line Loans bearing interest calculated by reference to the Base Rate. 

  
 - 4 -









 Borrower. See Preamble. 

Borrowing. (a) Syndicated Loans of the same Type, made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect, (b) a Competitive Bid Loan or group of Competitive Bids Loans of the same Type made on the same date and as to which a single Interest Period is in effect or (c) Swing
Line Loans. 
 Business Day. Any day, other than a Saturday, Sunday or any day on which banking institutions in
New York, New York are authorized by law to close, and, when used in connection with a Eurodollar Loan, such day is also a Eurodollar Business Day. 
 Canadian Dollars or C$. The lawful currency of Canada. 
 Canadian Dollar
Letter of Credit. See §3.1(e). 
 Canadian Subsidiary. A Subsidiary that is organized under the laws of Canada
or any province thereof. 
 Capitalized Leases or Capital Leases. Leases under which a Person is the lessee or obligor
and the discounted future rental payment obligations under which are required to be capitalized on the consolidated balance sheet of the lessee or obligor in accordance with GAAP. 

Cash Equivalents. Investments in (i) direct obligations of, or unconditionally guaranteed by, the United States of America or
any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of less than one year, (ii) U.S. Dollar-denominated time deposits,
certificates of deposit and banker’s acceptances of any Bank or any other bank whose short-term commercial paper rating from Standard & Poor’s is at least A-1 or from Moody’s is at
least P-1 (each an “Approved Bank”) with maturities of not more than one year from the date of investment, (iii) commercial paper issued by, or guaranteed by, an Approved Bank or by the parent
company of an Approved Bank, or issued by, or guaranteed by, any company with a short-term debt rating of at least A-1 by Standard & Poor’s and P-1 by
Moody’s, in each case maturing within one year from the date of investment, (iv) repurchase agreements with a term of less than one year for underlying securities of the types described in clauses (ii) and (iii) entered into with
an Approved Bank, (v) variable rate demand notes with a put option no longer than seven days from date of purchase to the extent backed by letters of credit issued by banks having a credit rating of at least A1 from Moody’s or P1 from
Standard & Poor’s; (vi) municipal securities rated at least A1 by Moody’s or P-1 by Standard & Poor’s with a maturity of one year or less; (vii) any money market fund
that meets the requirements of Rule 2a-7 (c) (2), (3) and (4) promulgated under the Investment Company Act of 1940, as amended; and (viii) any other fund or funds making substantially all
of their Investments in Investments of the kinds described in clauses (i) through (vi) above. 
 CERCLA. See
§6.15(a). 
 Certified or certified. With respect to the financial statements of any Person, such statements as
audited by a firm of independent auditors, whose report expresses the opinion, without qualification, that such financial statements present fairly, in all material respects, the financial position of such Person. 

  
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 CFO or CAO. See §7.4(b). 

Class. When used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are
Syndicated Loans, Competitive Bid Loans or Swing Line Loans. 
 Code. The Internal Revenue Code of 1986, as amended and
in effect from time to time. 
 Commitment. With respect to each Bank, such Bank’s commitment to make Syndicated
Loans to, and to participate in Swing Line Loans and Letters of Credit for the account of, the Borrower, determined by multiplying such Bank’s Commitment Percentage by the Total Commitment. 

Commitment Percentage. With respect to each Bank, the percentage initially set forth next to such Bank’s name on Schedule
1 hereto, as the same may be adjusted in accordance with §2.3, §5.14(iv) or §20. 
 Competitive Bid
Loan(s). A Borrowing hereunder consisting of one or more loans made by any of the participating Banks whose offer to make a Competitive Bid Loan as part of such Borrowing has been accepted by the Borrower under the auction bidding procedure
described in §4 hereof. 
 Competitive Bid Loan Accounts. See §4.2(a). 

Competitive Bid Margin. See §4.5(b)(iv). 
 Competitive Bid Quote. An offer by a Bank to make a Competitive Bid Loan in accordance with §4.5 hereof. 
 Competitive Bid Quote Request. See §4.3. 
 Competitive Bid
Rate. See §4.5(b)(v). 
 Compliance Certificate. See §7.4(c). 

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the
Borrower, its Subsidiaries and all variable interest entities consolidated in accordance with GAAP. 
 Consolidated Earnings
Before Interest and Taxes or EBIT. For any period, the Consolidated Net Income (or Deficit) of the Borrower on a consolidated basis plus, without duplication, the sum of (1) interest expense, (2) equity in losses
(earnings) of unconsolidated entities, (3) income taxes, (4) non-cash writedowns or write-offs of assets, including non-cash losses on the sale of assets
outside the ordinary course of business and (5) EBIT of the businesses acquired by the Borrower or any of its Subsidiaries (through asset purchases or otherwise) (each an “Acquired Business”) or the Subsidiaries acquired or formed
since the beginning of such period (each a “New Subsidiary”) provided, that a statement identifying all such Acquired Businesses and the EBIT of such Acquired Businesses is delivered to the Banks


  
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with the Compliance Certificate for such period, all to the extent that each of items (1) through (4) was deducted in determining Consolidated Net Income (or Deficit) in the relevant
period, minus non-cash extraordinary gains on the sale of assets outside the ordinary course of business to the extent included in Consolidated Net Income (or Deficit). 

Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization or EBITDA. For any period, EBIT plus
(a) depreciation expense, and (b) amortization expense to the extent the same would be included in the calculation of Consolidated Net Income (or Deficit) for such period, determined in accordance with GAAP. 

Consolidated Net Income (or Deficit). The consolidated net income (or deficit) of the Borrower, after deduction of all expenses,
taxes, and other proper charges, determined in accordance with GAAP. 
 Consolidated Tangible Assets. Consolidated Total
Assets less the sum of: 
 (a) the total book value of all assets of the Borrower on a consolidated basis
properly classified as intangible assets under GAAP, including such items as goodwill, the purchase price of acquired assets in excess of the fair market value thereof, trademarks, trade names, service marks, customer lists, brand names, copyrights,
patents and licenses, and rights with respect to the foregoing; plus 
 (b) all amounts representing any write-up in the book value of any assets of the Borrower on a consolidated basis resulting from a revaluation thereof subsequent to the Balance Sheet Date. 

Consolidated Total Assets. All assets of the Borrower determined on a consolidated basis in accordance with GAAP. 

Consolidated Total Interest Expense. For any period, the aggregate amount of interest expense required by GAAP to be paid or
(without duplication) accrued during such period on all Indebtedness of the Borrower on a consolidated basis outstanding during all or any part of such period, including capitalized interest expense for such period, the amortization of debt
discounts and the amortization of fees payable in connection with the incurrence of Indebtedness. 
 Defaulting Bank.
Subject to §5.14, any Bank that (a) has failed to (i) perform all or any portion of its funding obligations hereunder, including in respect of Loans or participations in respect of Letters of Credit or Swing Line Loans within three
Business Days of the date required to be funded by it hereunder unless such Bank notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Bank’s determination that one or more conditions precedent to
funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Administrative Agent, any Issuing Bank, the Swing Line Bank or any other
Bank any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within three Business Days of the date when due, (b) has notified the Borrower, the Administrative
Agent or any Bank 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 under other agreements generally in which it commits to extend


  
 - 7 -









 
credit (unless such writing or public statement relates to such Bank’s obligation to fund a Loan hereunder and states that such position is based on such Bank’s determination that a
condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after
request by the Administrative Agent, to confirm in writing to the Administrative Agent that it will comply with its funding obligations (provided that such Bank shall cease to be a Defaulting Bank pursuant to this clause (c) upon receipt of
such written confirmation by the Administrative Agent), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution or liquidation or similar law of any jurisdiction, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or
a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Bank shall not be a Defaulting Bank solely by
virtue of the ownership or acquisition of any equity interest in that Bank or any direct or indirect parent company thereof by a governmental agency so long as such ownership interest does not result in or provide such Bank with immunity from the
jurisdiction of courts within the United States or from enforcement of judgments or writs of attachment on its assets or permit such Bank (or governmental agency) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such
Bank. Any determination by the Administrative Agent that a Bank is a Defaulting Bank under clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Bank shall
be deemed to be a Defaulting Bank (subject to §5.14) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each Issuing
Bank, the Swing Line Bank and each Bank promptly following such determination. 
 Defaults. See §12.1. 

Disclosure Documents. The Borrower’s financial statements referred to in §6.4 and filings made by the Borrower or the
Guarantor with the Securities and Exchange Commission that were publicly available prior to the Effective Date which were provided to the Banks. 
 Disposal or Disposed. See “Release”. 
 Distribution. The
declaration or payment of any dividend or other return on equity on or in respect of any shares of any class of capital stock, any partnership interests or any membership interests of any Person (other than dividends or other such returns payable
solely in shares of capital stock, partnership interests or membership units of such Person, as the case may be); the purchase, redemption, or other retirement of any shares of any class of capital stock, partnership interests or membership units of
such Person, directly or indirectly through a Subsidiary or otherwise; the return of equity capital by any Person to its shareholders, partners or members as such; or any other distribution on or in respect of any shares of any class of capital
stock, partnership interest or membership unit of such Person. 
 Dollars or US$ or $ or U.S. Dollars. The lawful
currency of the United States of America. 

  
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 Drawdown Date. The date on which any Loan is made or is to be made, or any amount is
paid by an Issuing Bank under a Letter of Credit. 
 EBIT. See definition of Consolidated Earnings Before Interest and
Taxes. 
 EBITDA. See definition of Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization.

 Effective Date. The date on which the conditions precedent set forth in §10.1 hereof are satisfied. 

Employee Benefit Plan. Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by the
Borrower, any of its Subsidiaries, or any ERISA Affiliate, other than a Multiemployer Plan. 
 Environmental Laws. See
§6.15(a). 
 EPA. See §6.15(b). 
 ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time. 
 ERISA Affiliate. Any Person which is treated as a single employer, member of a controlled group, or under common control with the Borrower or any of its Subsidiaries under §412, §414 or
§430 of the Code. 
 ERISA Reportable Event. A reportable event within the meaning of §4043 of ERISA and the
regulations promulgated thereunder with respect to a Guaranteed Pension Plan as to which the requirement of notice has not been waived. 
 Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Loan, or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate,
the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Bank, under regulations issued from time to time by the Board of Governors of the Federal Reserve System for
determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for
each outstanding Eurodollar Loan, and Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, shall be adjusted automatically as of the effective date of any change in the Eurocurrency
Reserve Rate. 
 Eurodollar Business Day. Any day on which commercial banks are open for international business
(including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent in its sole discretion acting in good faith. 

  
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 Eurodollar Competitive Bid Loans. Competitive Bid Loans bearing interest calculated
by reference to the Eurodollar Rate in accordance with §4.5(b)(iv). 
 Eurodollar Loans. Syndicated Loans bearing
interest calculated by reference to clause (a) of the definition of Eurodollar Rate. 
 Eurodollar Rate.
(a) For any Interest Period with respect to a Eurodollar Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published
on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Eurodollar Business Days
prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period divided by a number equal to 1.00 minus the Eurocurrency
Reserve Rate, if applicable; and 
 (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per
annum equal to LIBOR, at approximately 11:00 a.m., London time determined two Eurodollar Business Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day divided
by a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable; 
 provided, that to the extent a comparable or
successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied to the applicable Interest Period in a manner consistent with market practice; provided, further, that to the extent such
market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied to the applicable Interest Period as otherwise reasonably determined by the Administrative Agent. The Administrative Agent does not
warrant, nor accept responsibility, nor shall it have any liability with respect to the administration, submission or any other matter related to LIBOR or any comparable or successor rate referenced in this definition above. 

Events of Default. See §12.1. 
 Existing Credit Agreement. See Recital A in the Preamble. 
 Existing
Letters of Credit. Those Letters of Credit that were issued under the Existing Credit Agreement and are outstanding as of the date hereof, and which are identified in Schedule 3.1.2 hereof. 

Facility Fee. See §2.2. 
 FASB ASC. The Accounting Standards Codification of the Financial Accounting Standards Board. 
 FATCA. §§1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply
with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to §1471(b)(1) of the Code. 

  
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 Federal Funds Rate. For any day, the rate per annum (rounded upward, if necessary, to
a whole multiple of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day, provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on
the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by the Administrative Agent. 
 Financial
Affiliate. A subsidiary of the bank holding company controlling any Bank, which subsidiary is engaging in any of the activities permitted by §4(e) of the Bank Holding Company Act of 1956 (12 U.S.C. §1843). 

Fronting Fee. See §3.6. 
 Generally accepted accounting principles or GAAP. When used in this Agreement, whether directly or indirectly through reference to a capitalized term used therein, means principles that are
consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors as in effect from time to time, except as otherwise specifically prescribed herein. If any “Accounting Change” (as
defined below) occurs subsequent to the Effective Date, such change results in a material change in the method of calculation of financial covenants, standards or terms in this Agreement or any other Loan Document and any of the Borrower, the
Administrative Agent or the Majority Banks shall so request, then (A) the Borrower, the Banks and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement or such other Loan
Document so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been
made (subject to the approval of the Majority Banks), and (B) until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Banks, (i) the financial covenants,
standards and terms in this Agreement and the other Loan Documents impacted by such material change shall continue to be calculated or construed as if such Accounting Changes had not occurred and (ii) the Borrower shall provide to the
Administrative Agent and the Banks a reconciliation between the calculation of such impacted covenants, standards and terms before and after giving effect to such Accounting Changes. “Accounting Changes” refers to changes in
accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the Securities and Exchange
Commission. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, “Indebtedness” of the Borrower and its Subsidiaries shall be deemed
to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. 

Guaranteed Obligations. See §28.1. 

  
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 Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of
§3(2) of ERISA maintained or contributed to by the Borrower, its Subsidiaries or any ERISA Affiliate (or pursuant to which any such Person accrued an obligation to make contributions at any time during the preceding five plan years) the
benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan. 
 Guarantor. See Preamble. 
 Guaranty. Any obligation, contingent or
otherwise, of a Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any
obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any
security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Indebtedness or obligation; provided that the term Guaranty shall not include endorsements for collection or deposit in the ordinary course of business. 

Hazardous Substances. See §6.15(b). 
 Indebtedness. Collectively, without duplication, whether classified as indebtedness, an investment or otherwise on the obligor’s balance sheet, (a) all indebtedness for borrowed money,
(b) all obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business which either (i) are not overdue by more than ninety (90) days, or (ii) are being
disputed in good faith and for which adequate reserves have been established in accordance with GAAP), (c) all obligations evidenced by notes, bonds, debentures or other similar debt instruments, (d) all obligations created or arising
under any conditional sale or other title retention agreement with respect to property acquired (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such
property), (e) all obligations, liabilities and indebtedness under Capitalized Leases, (f) all obligations, liabilities or indebtedness arising from the making of a drawing under surety, performance bonds, or any other bonding arrangement,
(g) Guaranties with respect to all Indebtedness of others referred to in clauses (a) through (f) above, and (h) all Indebtedness of others referred to in clauses (a) through (f) above secured or supported by (or for
which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured or supported by) any Lien on the property or assets of the Borrower or any Subsidiary, even though the owner of the property has not assumed or
become liable, contractually or otherwise, for the payment of such Indebtedness; provided that if a Permitted Receivables Transaction is outstanding and is accounted for as a sale of accounts receivable under generally accepted accounting
principles, Indebtedness shall also include the additional Indebtedness, determined on a consolidated basis, which would have been outstanding had such Permitted Receivables Transaction been accounted for as a borrowing. 

  
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 Interest Period. With respect to each Loan (a) initially, the period commencing
on the Drawdown Date of such Loan and ending on the last day of one of the periods set forth below, as selected by the Borrower in accordance with this Agreement (i) for any Eurodollar Loan, 1, 2, 3, or 6 months (in each case subject to
availability); (ii) for any Absolute Competitive Bid Loan, from 7 through 180 days; and (iii) for any Eurodollar Competitive Bid Loan, 1, 2, 3 or 6 months (in each case subject to availability); and (b) thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by the Borrower in accordance with this Agreement or if such period has no
numerically corresponding day, on the last Business Day of such period; provided that any Interest Period which would otherwise end on a day which is not a Business Day shall be deemed to end on the next succeeding Business Day;
provided further that for any Interest Period for any Eurodollar Loan or Eurodollar Competitive Bid Loan, if such next succeeding Business Day falls in the next succeeding calendar month, such Interest Period shall be deemed to end on
the next preceding Business Day; and provided further that no Interest Period shall extend beyond the Maturity Date. 
 Interim Balance Sheet Date. March 31, 2013. 
 Investments. All
expenditures made by a Person and all liabilities incurred (contingently or otherwise) by a Person for the acquisition of stock of (other than the stock of Subsidiaries), or Indebtedness of, or for loans, advances, capital contributions or transfers
of property to, or in respect of any Guaranties or other commitments as described under Indebtedness, or obligations of, any other Person, including without limitation, the funding of any captive insurance company (other than loans, advances,
capital contributions or transfers of property to any Subsidiaries or variable interest entities consolidated in accordance with FASB ASC 810, or Guaranties with respect to Indebtedness of any Subsidiary or variable interest entities consolidated in
accordance with FASB ASC 810). In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented by a Guaranty shall be taken at not less than the principal amount of the
obligations guaranteed and still outstanding; (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (c) there shall be deducted in
respect of each such Investment any amount received as a return of capital (but only by partial or full repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (d) there shall not be deducted in respect
of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (b) may be deducted when paid; and (e) there
shall not be deducted from the aggregate amount of Investments any decrease in the value thereof. 
 ISP. 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). 

Issuing Banks. (i) the Banks listed on Schedule 3.1 hereto and (ii) any other Bank that agrees (in its sole
discretion) to act as Issuing Bank pursuant to an instrument in writing in form and substance satisfactory to such Bank, the Borrower and the Administrative Agent and signed by them (which instrument shall set forth the maximum aggregate face amount
of all Letters of Credit of such Issuing Bank and shall, as to such maximum amount, automatically be deemed to 

  
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supplement Schedule 3.1 hereto); provided, that in the case of any Existing Letter of Credit that was issued through a Bank Affiliate of an Issuing Bank, such Letter of Credit
shall be deemed for purposes of §3.1(a) to have been issued by such Issuing Bank and the provisions of §3.1(g) shall apply. 
 Lead Arrangers. J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank PLC, as Lead Arrangers and Joint Bookrunners in connection with
the credit facility provided herein. 
 Letter of Credit Applications. Letter of credit applications in such form or
forms as may be agreed upon by the Borrower and the relevant Issuing Bank from time to time with respect to each Letter of Credit issued or deemed issued hereunder, as such Letter of Credit Applications may be amended, varied or supplemented from
time to time; provided, however, in the event of any conflict or inconsistency between the terms of any Letter of Credit Application and this Agreement, the terms of this Agreement shall control. 

Letter of Credit Fee. See §3.6. 
 Letter of Credit Participation. See §3.1(c). 
 Letter of Credit
Request. See §3.1(a). 
 Letters of Credit. Letters of credit issued or to be issued by the Issuing Banks under
§3 hereof for the account of the Borrower (including without limitation any Canadian Dollar Letters of Credit), and the Existing Letters of Credit. 
 LIBOR. See the definition of Eurodollar Rate. 
 Lien. With respect
to any asset, (a) any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, encumbrance, charge, security interest, assignment, deposit arrangement or other restriction in, on or of such asset, (b) the interest of
a vendor or a lessor under any conditional sale agreement, Capital Lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of
securities, any purchase option, call or similar right of a third party with respect to such securities. 
 Loan
Documents. This Agreement, the Letter of Credit Applications, the Letters of Credit and any documents, instruments or agreements executed in connection with any of the foregoing, each as amended, modified, supplemented, or replaced from time to
time. 
 Loans. Collectively, the Syndicated Loans, the Swing Line Loans and the Competitive Bid Loans. 

Majority Banks. At any date, Banks the aggregate amount of whose Commitments is greater than fifty percent (50%) of the Total
Commitment; provided that in the event that the Total Commitment has been terminated, the Majority Banks shall be Banks holding greater than fifty percent (50%) of the aggregate outstanding principal amount of the Obligations on such
date; provided that (i) the Commitment of, and the portion of the outstanding principal amount of 

  
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the Obligations held or deemed held by, any Defaulting Bank shall be excluded for purposes of making a determination of Majority Banks and (ii) the amount of any risk participation in any
Swing Line Loan or Letter of Credit Participation that such Defaulting Bank has failed to fund that has not been reallocated to and funded by another Bank shall be deemed to be held by the Bank that is the Swing Line Bank or applicable Issuing Bank,
as the case may be, in making such determination. 
 Material Adverse Effect. A material adverse effect on (a) the
business, assets, operations, or financial condition of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower or the Guarantor to perform any of its obligations under any Loan Document to which it is a party, or
(c) the rights of, or remedies or benefits available to, the Administrative Agent or any Bank under any Loan Document. 

Maturity Date. July 26, 2018. 
 Maximum Drawing Amount. At any time, the maximum aggregate amount from time to time that the beneficiaries may draw under outstanding Letters of Credit (using, in the case of Canadian Dollar
Letters of Credit, the U.S. Dollar Equivalent of the aggregate undrawn face amount thereof on the relevant date) (plus, for purposes of computing amounts outstanding including under §§2.1(a), 2.2, 2.3.1(a), 2.6(a), 3.2(b), 4.1, 5.2
and 12.1, but without duplication, unpaid Reimbursement Obligations, if any). Unless otherwise specified herein, the outstanding 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 or agreement 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. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining
available to be drawn. 
 Moody’s. Moody’s Investors Service, Inc. 

Multiemployer Plan. Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by the
Borrower, any of its Subsidiaries, or any ERISA Affiliate (or pursuant to which any such Person accrued an obligation to make contributions at any time during the preceding five plan years). 

New Lending Office. See §5.1(d). 
 Non-U.S. Bank. See §5.1(c). 

Note. Any promissory note issued according to §2.4(e). 

Obligations. All indebtedness, obligations and liabilities of the Borrower to any of the Banks and the Administrative Agent
arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or Reimbursement Obligations incurred 

  
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or the Letters of Credit, or any other instrument at any time evidencing any thereof, individually or collectively, existing on the date of this Agreement or arising thereafter, whether direct or
indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise. 
 PBGC. The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities. 

Permitted Liens. Any of the following Liens: 

(a) Liens for taxes not yet due or that are being contested in compliance with §7.8; 

(b) carriers’, warehousemen’s, maritime, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business that are being contested in good faith by appropriate proceedings and for which adequate reserves with respect thereto have been set aside as required by GAAP; 

(c) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation,
unemployment insurance and other social security laws or regulations; 
 (d) Liens to secure the performance of
bids, trade contracts (other than for Indebtedness), leases (other than Capital Leases), statutory obligations, surety and appeal bonds, suretyship, performance and landfill closure bonds and other obligations of a like nature incurred in the
ordinary course of business; 
 (e) zoning restrictions, easements, rights-of-way, restrictions on use of property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract
from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; 
 (f) the Liens on Schedule 1.1 hereto securing the obligations listed on such Schedule and any replacement Lien securing any renewal, extension or refunding of such obligations; provided,
that (i) the aggregate principal amount of obligations secured by any renewal, extension or refunding Lien permitted by this clause (f) shall not exceed the aggregate outstanding principal amount of the obligations secured by the Lien
being replaced at the time of such renewal, extension or refunding (plus transaction costs, including premiums and fees, related thereto), and (ii) each replacement Lien shall be limited to substantially the same property that secured the Lien
so replaced; 
 (g) legal or equitable encumbrances deemed to exist by reason of the existence of any litigation
or other legal proceeding or arising out of a judgment or award with respect to which an appeal is being prosecuted in good faith by appropriate action and with respect to which adequate reserves are being maintained and, in the case of judgment
liens, execution thereon is stayed; 

  
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 (h) rights reserved or vested in any municipality or governmental, statutory
or public authority to control or regulate any property of the Borrower or any Subsidiary, or to use such property in a manner that does not materially impair the use of such property for the purposes for which it is held by the Borrower or such
Subsidiary; 
 (i) any obligations or duties affecting the property of the Borrower or any of its Subsidiaries to
any municipality, governmental, statutory or public authority with respect to any franchise, grant, license or permit; 
 (j) Liens filed in connection with sales of receivables by any of the Subsidiaries (other than the Guarantor) to a wholly-owned special purpose financing Subsidiary for purposes of perfecting such sales,
provided that no third party has any rights with respect to such Liens or any assets subject thereto; 

(k) any interest or title of a lessor under any sale lease-back transaction entered into by the Borrower or any Subsidiary
conveying only the assets so leased back to the extent the related Indebtedness is permitted under §8.1 hereof; 
 (l) Liens created or deemed to be created under Permitted Receivables Transactions at any time provided such Liens do not extend to any property or assets other than the trade receivables sold pursuant to
such Permitted Receivables Transactions, interests in the goods or products (including returned goods and products), if any, relating to the sales giving rise to such trade receivables; any security interests or other Liens and property subject
thereto (other than on any leases or related lease payment rights or receivables between the Borrower and any of its Subsidiaries, as lessors or sublessors) from time to time purporting to secure the payment by the obligors of such trade receivables
(together with any financing statements authorized by such obligors describing the collateral securing such trade receivables) pursuant to such Permitted Receivables Transactions; and 

(m) Liens securing other Indebtedness, provided that the aggregate amount of all liabilities, including any
Indebtedness, of the Borrower and its Subsidiaries secured by all Liens permitted in subsections (k), (1) and (m), when added (without duplication) to the aggregate outstanding amount of Indebtedness of the Borrower’s Subsidiaries
permitted under §8.1(b) and Indebtedness with respect to Permitted Receivables Transactions, shall not exceed 15% of Consolidated Tangible Assets at any time. 
 Permitted Receivables Transaction. Any sale or sales of, and/or securitization of, any accounts receivable of the Borrower and/or any of its Subsidiaries (the “Receivables”) pursuant to
which (a) the Borrower and its Subsidiaries realize aggregate net proceeds of not more than $750,000,000 at any one time outstanding, including, without limitation, any revolving purchase(s) of Receivables where the maximum aggregate
uncollected purchase price (exclusive of any deferred purchase price) for such Receivables at any time outstanding does not exceed $750,000,000, and (b) which Receivables shall not be discounted more than 25%. 

  
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 Person. Any individual, corporation, partnership, joint venture, limited liability
company, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof. 
 Pricing Table: 
  

											
	 Level
	  	 Senior Public Debt Rating
	  	 Applicable

Facility

Fee Rate
	  	 Applicable
L/C Rate
	  	 Applicable

Base Rate
	  	 Applicable

Eurodollar Rate

	1	  	Greater than or equal to A- by Standard & Poor’s or greater than or equal to A3 by Moody’s	  	0.1000% per annum	  	0.9000% per annum	  	Base Rate plus 0.0000% per annum	  	Eurodollar Rate plus 0.9000% per annum
						
	2	  	BBB+ by Standard & Poor’s or Baa1 by Moody’s	  	0.1250% per annum	  	1.0000% per annum	  	Base Rate plus 0.0000% per annum	  	Eurodollar Rate plus 1.0000% per annum
						
	3	  	BBB by Standard & Poor’s or Baa2 by Moody’s	  	0.1750% per annum	  	1.0750% per annum	  	Base Rate plus 0.0750% per annum	  	Eurodollar Rate plus 1.0750% per annum
						
	4	  	BBB- by Standard & Poor’s or Baa3 by Moody’s	  	0.2250% per annum	  	1.2750% per annum	  	Base Rate plus 0.2750% per annum	  	Eurodollar Rate plus 1.2750% per annum
						
	5	  	Less than or equal to BB+ by Standard & Poor’s or less than or equal to Ba1 by Moody’s	  	0.2750% per annum	  	1.4750% per annum	  	Base Rate plus 0.4750% per annum	  	Eurodollar Rate plus 1.4750% per annum

 The applicable rates charged for any day shall be determined by the higher Senior Public Debt Rating in effect as of that
day, provided that if the higher Senior Public Debt Rating is more than one level higher than the lower Senior Public Debt Rating, the applicable rate shall be set at one level below the higher Senior Public Debt Rating. 

RCRA. See §6.15(a). 
 Real Property. All real property heretofore, now, or hereafter owned, operated, or leased by the Borrower or any of its Subsidiaries. 

Reimbursement Obligation. The Borrower’s obligation to reimburse the applicable Issuing Bank and the Banks on account of any
drawing under any Letter of Credit, all as provided in §3.2. 
 Release. Shall have the meaning specified in CERCLA
and the term “Disposal” (or “Disposed”) shall have the meaning specified in the RCRA and regulations promulgated thereunder; provided, that in the event either CERCLA or RCRA is amended so as to broaden the meaning of any
term defined thereby, such broader meaning shall apply as of the effective date of such amendment and provided further, to the extent that the laws of Canada or a state, province, territory or other political subdivision thereof wherein the property
lies establish a meaning for “Release” or “Disposal” which is broader than specified in either CERCLA, or RCRA, such broader meaning shall apply to the Borrower’s or any of its Subsidiaries’ activities in that state,
province, territory or political subdivision. 

  
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 Replacement Bank. See §5.12. 

Replacement Notice. See §5.12. 
 Revaluation Date. With respect to any Canadian Letter of Credit, each of the following: (i) each date of the issuance of such Canadian Letter of Credit, (ii) each date of an amendment
thereof having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the applicable Issuing Bank thereunder, and (iv) such additional dates as the Administrative Agent
or the applicable Issuing Bank shall determine or the Majority Banks shall require. 
 Senior Public Debt Rating. The
ratings of the Borrower’s public unsecured long-term senior debt, without third party credit enhancement, issued by Moody’s and Standard & Poor’s. 
 Significant Subsidiary. At any time, a Subsidiary that at such time meets the definition of “significant subsidiary” contained in
Regulation S-X of the Securities and Exchange Commission as in effect on the date hereof, but as if each reference in said definition to the figure “10 percent” were a reference to the figure
“3 percent”. 
 Standard & Poor’s. Standard & Poor’s Financial Services LLC, a
subsidiary of The McGraw-Hill Companies, Inc. 
 Subsidiary. As to any Person, any corporation, association, trust, or
other business entity of which such Person shall at any time own, directly or indirectly, at least a majority of the outstanding capital stock or other interest entitled to vote generally and whose financial results are required to be consolidated
with the financial results of the designated parent in accordance with GAAP. Unless otherwise specified herein or the context otherwise requires, any reference herein to a Subsidiary shall be deemed to refer to a Subsidiary of the Borrower.

 Swap Contracts. All obligations in respect of interest rate, currency or commodity exchange, forward, swap, or futures
contracts or similar transactions or arrangements entered into to protect or hedge the Borrower and its Subsidiaries against interest rate, exchange rate or commodity price risks or exposure, or to lower or diversify their funding costs. 

Swing Line Bank. Bank of America. 
 Swing Line Loan. See §2.11(a). 
 Swing Line Loan Notice. A
notice of a Swing Line Borrowing pursuant to §2.11, which, if in writing, shall be substantially in the form of Exhibit B. 

Swing Line Sublimit. An amount equal to the lesser of (a) $100,000,000 and (b) the Total Commitments. The Swing Line Sublimit
is part of, and not in addition to, the Total Commitments. 
 Syndicated Loan Request. See §2.6(a). 

  
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 Syndicated Loans. A Borrowing hereunder consisting of one or more loans made by the
Banks to the Borrower under the procedures described in §2.1(a). 
 Terminated Plans. The Waste Management, Inc.
Pension Plan and The Waste Management of Alameda County, Inc. Retirement Plan. 
 Total Commitment. Initially
$2,250,000,000, as such amount may be increased or reduced in accordance with the terms hereof, or, if such Total Commitment has been terminated pursuant to §2.3.1 or §12.2 hereof, zero. 

Total Debt. The sum, without duplication, of all (1) Indebtedness of the Borrower on a consolidated basis under subsections
(a) through (h) of the definition of “Indebtedness” (provided, however, that Indebtedness with respect to Permitted Receivables Transactions shall not be included in such calculation), plus
(2) non-contingent reimbursement obligations of the Borrower and its Subsidiaries with respect to drawings under any letters of credit. 

Type. When used in reference to any Loan, refers to whether the rate of interest on such Loan is determined by reference to the
Eurodollar Rate, the Base Rate or, in the case of a Competitive Bid Loan, whether it is a Eurodollar Competitive Bid Loan or Absolute Competitive Bid Loan. 
 U.S. Dollar Equivalent. With respect to any amount denominated in Canadian Dollars computed at any time, the equivalent amount thereof in U.S. Dollars as determined by the Administrative Agent
or the Issuing Bank, as the case may be, at such time on the basis of the Applicable Spot Rate (determined in respect of the most recent Revaluation Date). 
 USA Patriot Act. The USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). 

§1.2. Rules of Interpretation. 
 (a) Unless otherwise noted, a reference to any document or agreement (including this Agreement) shall include such document or agreement as amended, modified or supplemented from time to time in
accordance with its terms and the terms of this Agreement. 
 (b) The singular includes the plural and the plural
includes the singular. 
 (c) A reference to any law includes any amendment or modification to such law.

 (d) A reference to any Person includes its permitted successors and permitted assigns. 

(e) Accounting terms capitalized but not otherwise defined herein have the meanings assigned to them by generally accepted
accounting principles applied on a consistent basis by the accounting entity to which they refer. 

  
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 (f) The words “include”, “includes” and
“including” are not limiting. 
 (g) All terms not specifically defined herein or by generally accepted
accounting principles, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. 
 (h) Reference to a particular “§” refers to that section of this Agreement unless otherwise indicated. 

(i) The words “herein”, “hereof’, “hereunder” and words of like import shall refer to this
Agreement as a whole and not to any particular section or subdivision of this Agreement. 
 §1.3. Classification of Loans
and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Syndicated Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a
“Eurodollar Syndicated Loan”). 
 §2. THE LOAN FACILITIES. 

§2.1. Commitment to Lend. 
 (a) Subject to the terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between
the Effective Date and the Maturity Date, upon notice by the Borrower to the Administrative Agent given in accordance with this §2, its Commitment Percentage of the Syndicated Loans requested by the Borrower; provided that the sum of the
outstanding principal amount of the Syndicated Loans plus the outstanding principal amount of the Swing Line Loans plus the Maximum Drawing Amount of outstanding Letters of Credit shall not exceed the Total Commitment minus the
aggregate amount of Competitive Bid Loans outstanding at such time. 
 (b) On the date of each request for a Loan
or Letter of Credit hereunder, the Borrower shall be deemed to have made a representation and warranty that the conditions set forth in §10 and §11, as the case may be, have been satisfied on the date of such request. Any unpaid
Reimbursement Obligation shall be a Base Rate Loan, as set forth in §3.2(a). 
 §2.2. Facility Fee. The Borrower
agrees to pay to the Administrative Agent for the account of the Banks a fee (the “Facility Fee”) on the Total Commitment (whether or not utilized) equal to the Applicable Facility Fee Rate multiplied by the Total Commitment, provided that
after the expiry or termination of the Total Commitment, the Facility Fee shall be computed on the sum of (A) the Maximum Drawing Amount of all Letters of Credit, if any, outstanding from time to time and (B) all Loans outstanding from
time to time. The Facility Fee shall be payable for the period from and after the Effective Date quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarter, with the first such payment commencing on
October 1, 2013, and on the Maturity Date (or on the date of termination in full of the Total Commitment, if earlier) and on the date of termination of all Letters of Credit and payment in full of all Loans. The Facility Fee shall be
distributed pro rata among the Banks in accordance with each Bank’s Commitment Percentage. 

  
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 §2.3. Reduction and Increase of Total Commitment. 

§2.3.1 Reduction of Total Commitment. 

(a) The Borrower shall have the right at any time and from time to time upon three (3) Business Days’ prior
written notice to the Administrative Agent to reduce by $25,000,000 or a greater amount, or terminate entirely, the Total Commitment, whereupon each Bank’s Commitment shall be reduced pro rata in accordance with such Bank’s
Commitment Percentage of the amount specified in such notice or, as the case may be, terminated; provided that at no time may the Total Commitment be reduced to an amount less than the sum of (A) the Maximum Drawing Amount of all Letters
of Credit (other than the amount of cash collateral or other credit support satisfactory to the Administrative Agent and each applicable Issuing Bank that the Borrower has provided to secure Reimbursement Obligations prior to or concurrently with
such termination which would exceed the Total Commitment), and (B) all Loans then outstanding. 
 (b) No
reduction or termination of the Total Commitment once made may be revoked; the portion of the Total Commitment reduced or terminated may not be reinstated; and amounts in respect of such reduced or terminated portion may not be reborrowed.

 (c) The Administrative Agent will notify the Banks promptly after receiving any notice delivered by the
Borrower pursuant to this §2.3.1 and will distribute to each Bank a revised Schedule 1 to this Agreement. 

§2.3.2 Increase of Total Commitment. Unless a Default or Event of Default has occurred and is continuing, the Borrower may
request, subject to the approval of the Administrative Agent, that the Total Commitment be increased, provided that such increase shall not, except with the consent of the Majority Banks, in any event exceed $500,000,000 plus the
amount, if any, by which the Total Commitment has been reduced as a result of the termination of the Commitments of any Bank pursuant to §5.12 hereunder; provided, however, that (i) any Bank which is a party to this Agreement
prior to such increase shall have the first option, and may elect, to fund its pro rata share of the increase, thereby increasing its Commitment hereunder, but no Bank shall have any obligation to do so, (ii) in the event that it becomes
necessary to include a new Bank to provide additional funding under this §2.3.2, such new Bank must be reasonably acceptable to the Administrative Agent and the Borrower, and (iii) the Banks’ Commitment Percentages shall be
correspondingly adjusted, as necessary, to reflect any increase in the Total Commitment and Schedule 1 shall be amended to reflect such adjustments. Any such increase in the Total Commitment shall require, among other things, the satisfaction
of such conditions precedent as the Administrative Agent may reasonably require, including, without limitation, the Administrative Agent’s receipt of evidence of applicable corporate authorization and other corporate documentation from the
Borrower and the Guarantor and the legal opinion of counsel to the Borrower and the Guarantor, each in form and substance satisfactory to the Administrative Agent and such Banks as are participating in such increase.


  
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The Borrower shall prepay that portion of any Syndicated Loans outstanding on the effective date of any such increase to the extent necessary to keep the outstanding Syndicated Loans ratable with
any revised Commitment Percentages arising from any nonratable increase in the Total Commitments under this Section. 

§2.4. Repayment of Loans; Evidence of Debt. 

(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the
pro rata account of the Banks, the then unpaid principal amount of the Syndicated Loans on the Maturity Date, (ii) to the Administrative Agent for the account of the applicable Bank, the then unpaid principal amount of such Bank’s
Competitive Bid Loan on the last day of the Interest Period applicable to such Loan, and (iii) to the Swing Line Bank, for its account, the then unpaid principal amount of each Swing Line Loan on the earlier of the Maturity Date and the first
date after such Swing Line Loan is made that is the 15th
or last day of a calendar month and is at least two Business Days after such Swing Line Loan is made; provided that on each date that a Syndicated Loan or Competitive Bid Loan is made, the Borrower shall repay all Swing Line Loans then
outstanding. 
 (b) Each Bank shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Bank resulting from each Loan made by such Bank, including the amounts of principal and interest payable and paid to such Bank from time to time hereunder. 

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made
hereunder, the Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Bank hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder for the account of the Banks and each Bank’s share thereof. 
 (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this §2.4 shall be prima facie evidence of the existence and amounts of the obligations
recorded therein; provided that the failure of any Bank or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms
of this Agreement. 
 (e) Any Bank may request that any Loans made by it be evidenced by a promissory note. In
such event, the Borrower shall prepare, execute and deliver to such Bank a promissory note payable to the order of such Bank (or, if requested by Bank, to such Bank and its registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to §20) be represented by one or more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its registered assigns). 

  
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 §2.5. Interest on Loans. 

(a) The outstanding principal amount of Base Rate Syndicated Loans and Swing Line Loans shall bear interest at the rate
per annum equal to the Applicable Base Rate. The outstanding principal amount of the Eurodollar Rate Syndicated Loans shall bear interest at the Applicable Eurodollar Rate. 

(b) Interest shall be payable (i) quarterly in arrears on the first Business Day of each calendar quarter, with the
first such payment commencing October 1, 2013, on Base Rate Loans, (ii) on the last day of the applicable Interest Period, and if such Interest Period is longer than three months, also on the last day of each three month period following
the commencement of such Interest Period, on Eurodollar Loans, and (iii) on the Maturity Date for all Loans. 

§2.6. Requests for Syndicated Loans. 
 (a) The Borrower shall give to the Administrative Agent written notice in the form of Exhibit A hereto (or telephonic notice confirmed in writing or a facsimile in the form of Exhibit A
hereto) of each Syndicated Loan requested hereunder (a “Syndicated Loan Request”) appropriately completed and signed by an authorized officer of the Borrower not later than (a) 11:00 a.m. (New York time) on the proposed Drawdown Date
of any Base Rate Loan, or (b) 11:00 a.m. (New York time) three (3) Business Days prior to the proposed Drawdown Date of any Eurodollar Loan. Each such Syndicated Loan Request shall specify (A) the principal amount of the Syndicated
Loan requested, (B) the proposed Drawdown Date of such Syndicated Loan, (C) whether such Syndicated Loan requested is to be a Base Rate Loan or a Eurodollar Loan, and (D) the Interest Period for such Syndicated Loan, if a Eurodollar
Loan. Each Syndicated Loan requested shall be in a minimum amount of $10,000,000. Each such Syndicated Loan Request shall reflect the Maximum Drawing Amount of all Letters of Credit outstanding and the amount of all Loans outstanding (including
Competitive Bid Loans and Swing Line Loans). Syndicated Loan Requests made hereunder shall be irrevocable and binding on the Borrower, and shall obligate the Borrower to accept the Syndicated Loan requested from the Banks on the proposed Drawdown
Date. 
 (b) Each of the representations and warranties made by the Borrower to the Banks or the Administrative
Agent in this Agreement or any other Loan Document shall be true and correct in all material respects when made and shall, for all purposes of this Agreement, be deemed to be repeated by the Borrower on and as of the date of the submission of a
Syndicated Loan Request, Competitive Bid Quote Request, or Letter of Credit Application and on and as of the Drawdown Date of any Loan or the date of issuance of any Letter of Credit (except to the extent (i) of changes resulting from
transactions contemplated or permitted by this Agreement and the other Loan Documents and changes occurring in the ordinary course of business that either individually or in the aggregate do not result in a Material Adverse Effect, or (ii) that
such representations and warranties expressly relate only to an earlier date). 

  
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 (c) The Administrative Agent shall promptly notify each Bank of each
Syndicated Loan Request received by the Administrative Agent (i) on the proposed Drawdown Date of any Base Rate Loan, or (ii) three (3) Business Days prior to the proposed Drawdown Date of any Eurodollar Loan. 

§2.7. Election of Eurodollar Rate; Notice of Election; Interest Periods; Minimum Amounts. 

(a) At the Borrower’s option, so long as no Default or Event of Default has occurred and is then continuing, the
Borrower may (i) elect to convert any Base Rate Syndicated Loan or a portion thereof to a Eurodollar Loan, (ii) at the time of any Syndicated Loan Request, specify that such requested Loan shall be a Eurodollar Loan, or (iii) upon
expiration of the applicable Interest Period, elect to maintain an existing Eurodollar Loan as such, provided that the Borrower give notice to the Administrative Agent pursuant to §2.7(b) hereof. Upon determining any Eurodollar Rate, the
Administrative Agent shall forthwith provide notice thereof to the Borrower and the Banks, and each such notice to the Borrower shall be considered prima facie correct and binding, absent manifest error. 

(b) Three (3) Business Days prior to the making of any Eurodollar Loan or the conversion of any Base Rate Syndicated
Loan to a Eurodollar Loan, or, in the case of an outstanding Eurodollar Loan, the expiration date of the applicable Interest Period, the Borrower shall give written, telex or facsimile notice (or telephonic notice promptly confirmed in a writing or
a facsimile) received by the Administrative Agent not later than 11:00 a.m. (New York time) of its election pursuant to §2.7(a). Each such notice delivered to the Administrative Agent shall specify the aggregate principal amount of the
Syndicated Loans to be borrowed or maintained as or converted to Eurodollar Loans and the requested duration of the Interest Period that will be applicable to such Eurodollar Loan, and shall be irrevocable and binding upon the Borrower. If the
Borrower shall fail to give the Administrative Agent notice of its election hereunder together with all of the other information required by this §2.7(b) with respect to any Syndicated Loan, whether at the end of an Interest Period or
otherwise, such Syndicated Loan shall be deemed a Base Rate Loan. The Administrative Agent shall promptly notify the Banks in writing (or by telephone confirmed in writing or by facsimile) of such election. 

(c) Notwithstanding anything herein to the contrary, the Borrower may not specify an Interest Period that would extend
beyond the Maturity Date. 
 (d) No conversion of Loans pursuant to this §2.7 may result in any Eurodollar
Borrowing that is less than $5,000,000. In no event shall the Borrower have more than ten (10) different Interest Periods for Borrowings of Eurodollar Loans outstanding at any time. 

(e) Subject to the terms and conditions of §5.8 hereof, if any Affected Bank demands compensation under §5.5(c)
or (d) with respect to any Eurodollar Loan, the Borrower may at any time, upon at least three (3) Business Days’ prior written notice to the applicable Administrative Agent, elect to convert such Eurodollar Loan into a Base


  
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Rate Loan (on which interest and principal shall be payable contemporaneously with the related Eurodollar Loans of the other Banks). Thereafter, and until such time as the Affected Bank notifies
the Administrative Agent that the circumstances giving rise to the demand for compensation under §5.5(c) or (d) no longer exist, all requests for Eurodollar Loans from such Affected Bank shall be deemed to be requests for Base Rate Loans.
Once the Affected Bank notifies the Administrative Agent that such circumstances no longer exist, the Borrower may elect that the principal amount of each such Loan converted hereunder shall again bear interest as Eurodollar Loans beginning on the
first day of the next succeeding Interest Period applicable to the related Eurodollar Loans of the other Banks. 
 §2.8.
Funds for Syndicated Loans. Not later than 1:00 p.m. (New York time) on the proposed Drawdown Date of Syndicated Loans, each of the Banks will make available to the Administrative Agent at the Administrative Agent’s Office, in immediately
available funds, the amount of its Commitment Percentage of the amount of the requested Loan. Upon receipt from each Bank of such amount, and upon receipt of the documents required by §10 and §11 and the satisfaction of the other
conditions set forth therein, the Administrative Agent will make available to the Borrower the aggregate amount of such Syndicated Loans made available by the Banks. The failure or refusal of any Bank to make available to the Administrative Agent at
the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Syndicated Loan shall not relieve any other Bank from its several obligations hereunder to make available to the Administrative Agent the
amount of such Bank’s Commitment Percentage of the requested Loan. 
 §2.9. Maturity of the Loans and Reimbursement
Obligations. The Borrower promises to pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, all of the Loans and unpaid Reimbursement Obligations outstanding on such date, together with any and all
accrued and unpaid interest thereon and any fees and other amounts owing hereunder. 
 §2.10. Optional Prepayments or
Repayments of Loans. Subject to the terms and conditions of §5.8, the Borrower shall have the right, at its election, to repay or prepay the outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium. The
Borrower shall give the Administrative Agent no later than 11:00 a.m. (New York time) (a) on the proposed date of prepayment or repayment of Base Rate Loans, and (b) three (3) Business Day prior to the proposed date of prepayment or
repayment of all other Loans, written notice (or telephonic notice confirmed in writing or by facsimile) of any proposed prepayment or repayment pursuant to this §2.10, specifying the proposed date of prepayment or repayment of Loans and the
principal amount to be paid. Notwithstanding the foregoing, the Borrower may not prepay any Competitive Bid Loans without the consent of the applicable Bank. The Administrative Agent shall promptly notify each Bank by written notice (or telephonic
notice confirmed in writing or by facsimile) of such notice of payment. 

  
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 §2.11. Swing Line Loans; Participations. 

(a) Subject to the terms and conditions set forth herein, the Swing Line Bank, in reliance upon the agreements of the
other Banks set forth in this §2.11, shall make loans (each such loan, a “Swing Line Loan”) to the Borrower on any Business Day from time to time between the Effective Date and the Maturity Date, upon notice by the Borrower to the
Administrative Agent in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Commitment Percentage of the Syndicated Loans and
Maximum Drawing Amount of outstanding Letters of Credit of the Bank acting as Swing Line Bank, may exceed the amount of such Bank’s Commitment; provided, that after giving effect to any Swing Line Loan, (i) the sum of the
outstanding principal amount of the Syndicated Loans plus the outstanding principal amount of the Swing Line Loans plus the Maximum Drawing Amount of outstanding Letters of Credit shall not exceed the Total Commitment minus the
aggregate amount of Competitive Bid Loans outstanding at such time, and (ii) the aggregate outstanding principal amount of the Syndicated Loans of any Bank plus such Bank’s Commitment Percentage of the outstanding principal amount
of the Swing Line Loans plus such Bank’s Commitment Percentage of the outstanding principal amount of the Maximum Drawing Amount of outstanding Letters of Credit shall not exceed such Bank’s Commitment, and provided,
further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this
§2.11, prepay under §2.10, and reborrow under this §2.11. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Bank shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swing Line Bank a risk participation in such Swing Line Loan in an amount equal to the product of such Bank’s Commitment Percentage times the amount of such Swing Line Loan. 

(b) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Bank and the
Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Bank and the Administrative Agent not later than 1:00 p.m. (New York time). on the requested borrowing date, and shall specify (i) the
amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Bank and the Administrative
Agent of a written Swing Line Loan Request, appropriately completed and signed by an authorized officer of the Borrower. Promptly after receipt by the Swing Line Bank of any telephonic Swing Line Loan Request, the Swing Line Bank will confirm
with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Request and, if not, the Swing Line Bank will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Bank has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Bank) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing
the Swing Line Bank not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of §2.11(a), or (B) that one or more of the applicable conditions specified in §11 is not then
satisfied, then, subject to the terms and conditions hereof, the Swing Line Bank will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Request, make the amount of its Swing Line Loan available to the Borrower at its
office by crediting the account of the Borrower on the books of the Swing Line Bank in immediately available funds. 

  
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 (c) The Swing Line Bank at any time in its sole discretion may request, on
behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Bank to so request on its behalf), that each Bank make a Base Rate Syndicated Loan in an amount equal to such Bank’s Commitment Percentage of the amount of Swing Line
Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Syndicated Loan Request for purposes hereof) and in accordance with the requirements of §2.6, without regard to the minimum and
multiples specified therein, but subject to the unutilized portion of the Total Aggregate Commitments and the conditions set forth in §11. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Syndicated Loan Request
promptly after delivering such notice to the Administrative Agent. Each Bank shall make an amount equal to its Commitment Percentage of the amount specified in such Syndicated Loan Request available to the Administrative Agent in immediately
available funds (and the Administrative Agent may apply any cash collateral or other credit support available with respect to the applicable Swing Line Loan) for the account of the Swing Line Bank at the Administrative Agent’s Office not later
than 1:00 p.m. on the day specified in such Syndicated Loan Request, whereupon, subject to §2.11(d), each Bank that so makes funds available shall be deemed to have made a Base Rate Syndicated Loan to the Borrower in such amount. The
Administrative Agent shall remit the funds so received to the Swing Line Bank. 
 (d) If for any reason any Swing
Line Loan cannot be refinanced by such a Syndicated Borrowing in accordance with §2.11(c), the request for Base Rate Syndicated Loans submitted by the Swing Line Bank as set forth herein shall be deemed to be a request by the Swing Line Bank
that each of the Banks fund its risk participation in the relevant Swing Line Loan and each Bank’s payment to the Administrative Agent for the account of the Swing Line Bank pursuant to §2.11(c) shall be deemed payment in respect of such
participation. 
 (e) If any Bank fails to make available to the Administrative Agent for the account of the
Swing Line Bank any amount required to be paid by such Bank pursuant to the foregoing provisions of this §2.11 by the time specified herein, the Swing Line Bank shall be entitled to recover from such Bank (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Bank at a rate per annum equal to the greater of the Federal
Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry practice on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the
foregoing. If such Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Bank’s Syndicated Loan included in the relevant Syndicated Borrowing or funded participation in the relevant Swing Line
Loan, as the case may be. A certificate of the Swing Line Bank submitted to any Bank (through the Administrative Agent) with respect to any amounts owing under this paragraph shall be conclusive absent manifest error. 

  
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 (f) Each Bank’s obligation to make Syndicated Loans or to purchase and
fund risk participations in Swing Line Loans pursuant to this §2.11 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such
Bank may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, that each Bank’s obligation to make Syndicated Loans pursuant to this §2.11 is subject to the conditions set forth in §11. No such funding of risk participations shall relieve or otherwise impair the obligation of
the Borrower to repay Swing Line Loans, together with interest as provided herein. 
 (g) At any time after any
Bank has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Bank receives any payment on account of such Swing Line Loan, the Swing Line Bank will distribute to such Bank its Commitment Percentage thereof in the same
funds as those received by the Swing Line Bank. 
 (h) If any payment received by the Swing Line Bank in respect
of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Bank under any of the circumstances described in §33 (including pursuant to any settlement entered into by the Swing Line Bank in its discretion), each
Bank shall pay to the Swing Line Bank its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds
Rate. The Administrative Agent will make such demand upon the request of the Swing Line Bank. The obligations of the Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

(i) The Swing Line Bank shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each
Bank funds its Base Rate Syndicated Loan or risk participation pursuant to this §2.11 to refinance such Bank’s Commitment Percentage of any Swing Line Loan, interest in respect of such Commitment Percentage shall be solely for the account
of the Swing Line Bank. 
 (j) The Borrower shall make all payments of principal and interest in respect of the
Swing Line Loans directly to the Swing Line Bank. 
 §3. LETTERS OF CREDIT. 

§3.1. Letter of Credit Commitments. 
 (a) Subject to the terms and conditions hereof and the receipt by the Administrative Agent of a written notice in the form of Exhibit C hereto (a “Letter of Credit Request”)
appropriately completed and signed by an authorized officer of the Borrower reflecting the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit), and receipt by an Issuing Bank, with a copy to the Administrative
Agent, of a Letter of Credit Application appropriately completed and 

  
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signed by an authorized officer of the Borrower, such Issuing Bank, on behalf of the Banks and in reliance upon the representations and warranties of the Borrower contained herein and the
agreement of the Banks contained in §3.1(c) hereof, agrees to issue standby Letters of Credit (including so-called “direct pay” standby Letters of Credit) for the account of the Borrower (which
may, with such Issuing Bank’s consent, incorporate automatic renewals for periods of up to twelve (12) months), in such form as may be requested from time to time by the Borrower and agreed to by such Issuing Bank; provided,
however, that, after giving effect to such request, the aggregate Maximum Drawing Amount of all Letters of Credit issued at any time shall not exceed the Total Commitment minus the aggregate outstanding amount of the Loans; provided
further, that (i) no Letter of Credit shall have an expiration date later than the earlier of (A) eighteen (18) months after the date of issuance (which may incorporate automatic renewals for periods of up to twelve
(12) months), or (B) five (5) Business Days prior to the Maturity Date; (ii) no Issuing Bank shall be under any obligation to issue any Letter of Credit if (A) any order, judgment or decree of any governmental authority or
arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental
authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect
to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder or otherwise) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed
loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good faith deems material to it, (B) the issuance of the Letter of Credit would violate one or more material policies of such Issuing Bank
applicable to letters of credit generally applied on a consistent basis to similarly situated letter of credit applicants, or (C) any Bank is at that time a Defaulting Bank, unless (x) such Issuing Bank has entered into arrangements,
including the delivery of cash collateral or other credit support, satisfactory to such Issuing Bank (in its sole discretion), with the Borrower or such Bank to eliminate such Issuing Bank’s actual or potential fronting exposure with respect to
such Defaulting Bank, or (y) such actual or potential fronting exposure with respect to such Defaulting Bank has been reallocated to Banks that are non-Defaulting Banks pursuant to clause (iv) of
§5.14 and (iii) the aggregate face amount of all Letters of Credit issued by any one Issuing Bank shall not at any time exceed the amount set forth opposite the name of such Issuing Bank on Schedule 3.1 hereto, as such amount
may be increased (in the sole discretion of such Issuing Bank) or decreased (if so agreed by such Issuing Bank and the Borrower by the execution and delivery by such Issuing Bank, the Borrower, the Guarantor and the Administrative Agent of an
instrument in substantially the form of Schedule 3.1.1 hereto. Each Issuing Bank will promptly confirm to the Administrative Agent the issuance of each Letter of Credit specifying the face amount thereof or any increase thereto, and the
Administrative Agent will transmit such information to the Banks. 
 (b) Each Letter of Credit shall be
denominated in Dollars or, in accordance with and subject to the terms of §3.1(e) hereof, in Canadian Dollars. 

  
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 (c) Each Bank severally agrees that it shall be absolutely liable, without
regard to the occurrence of any Default or Event of Default, the termination of the Total Commitment pursuant to §12.2, or any other condition precedent or circumstance whatsoever (other than as stated in the next sentence hereof), to the
extent of such Bank’s Commitment Percentage (computed after the termination of the Total Commitment in accordance with the Commitment Percentage in effect immediately prior to such Termination), to reimburse each Issuing Bank on demand for the
amount of each draft paid by such Issuing Bank under each Letter of Credit issued by such Issuing Bank to the extent that such amount is not reimbursed by the Borrower pursuant to §3.2 (such agreement of a Bank being called herein the
“Letter of Credit Participation” of such Bank). Each Bank agrees that its obligation to reimburse each Issuing Bank pursuant to this §3.1(c) shall not be affected in any way by any circumstance whatsoever other than the gross
negligence or willful misconduct of such Issuing Bank, provided that the making of a payment under a Letter of Credit against documents that appear on their face to substantially comply with the terms and conditions of such Letter of Credit
shall not be deemed to be gross negligence or willful misconduct. 
 (d) Each such reimbursement payment made by
a Bank to an Issuing Bank shall be made to an account of such Issuing Bank in the United States of America and shall be treated as the purchase by such Bank of a participating interest in the applicable Reimbursement Obligation under §3.2 in an
amount equal to such payment. Each Bank shall share in accordance with its participating interest in any interest which accrues pursuant to §3.2. 
 (e) (i) The Borrower shall be entitled to request that one or more Letters of Credit be denominated in Canadian Dollars for the account of any Canadian Subsidiary of the Borrower (each a “Canadian
Dollar Letter of Credit”); provided that (i) the aggregate undrawn face amount of all Canadian Dollar Letters of Credit may not exceed C$200,000,000 at any time and (ii) each Canadian Dollar Letter of Credit shall provide for
payment of any drawing thereunder on a date not earlier than three Business Days after the relevant Issuing Bank determines that the documents submitted in connection with such drawing appear on their face to substantially comply with the terms and
conditions of such Letter of Credit. 
 (ii) The Letter of Credit Application in respect of each Canadian Dollar
Letter of Credit shall be signed by the Borrower; provided that nothing therein shall be deemed to alter the obligations of the Borrower under this Agreement in respect of any drawing under any such Letter of Credit. 

(iii) If an Issuing Bank makes a payment in Canadian Dollars pursuant to a Canadian Dollar Letter of Credit, the amount of
such payment shall, for all purposes of this Agreement (but without prejudice to the terms of such Letter of Credit), immediately be deemed converted into the U.S. Dollar Equivalent thereof and shall for all purposes hereof be deemed to have
been made in U.S. Dollars in said amount. 

  
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 (f) As of the Effective Date, the Existing Letters of Credit shall
automatically be deemed to be Letters of Credit for all purposes of this Agreement, having the respective face amounts specified in Schedule 3.1.2 hereof. 

(g) The parties acknowledge and agree that (i) certain of the Existing Letters of Credit have been issued by Bank
Affiliates of Issuing Banks identified in Schedule 3.1.2 hereof, and that (ii) an Issuing Bank may hereafter comply with the provisions of §3.1 in respect of the issuance of Canadian Dollar Letters of Credit by arranging for a Bank
Affiliate of such Issuing Bank organized under the laws of Canada to issue such Canadian Dollar Letter of Credit (each Letter of Credit issued by a Bank Affiliate of an Issuing Bank as provided herein being herein referred to as a “Bank
Affiliate Letter of Credit”), provided that such Issuing Bank shall, prior to such issuance, have notified the Administrative Agent and the Borrower of the identity of such Bank Affiliate. The parties agree that (1) each Bank
Affiliate Letter of Credit is and shall be a “Letter of Credit” for all purposes of this Agreement; (2) each reference in the definition of “Reimbursement Obligation” and in §3.2, §3.3 and §3.4 to an Issuing
Bank shall be deemed to include the issuer of each such Bank Affiliate Letter of Credit; (3) notwithstanding the foregoing, the issuance, extension or renewal of each Letter of Credit shall remain subject to the conditions and requirements of
§3.1 and §11, and each provision of this Agreement, including without limitation the last sentence of §3.1(a) and §3.5, requiring the giving of a notice hereunder by or to an Issuing Bank shall be deemed to refer to such Issuing
Bank and not to such Bank Affiliate; and (4) the obligations of the Banks, the Borrower and the Guarantor to each Issuing Bank shall, in the case of each Bank Affiliate Letter of Credit, inure to the benefit of the Bank Affiliate issuing or
having issued such Bank Affiliate Letter of Credit and be enforceable by such Bank Affiliate and/or by such Issuing Bank on behalf of such Bank Affiliate. Each Canadian Dollar Letter of Credit issued by a Canadian Bank Affiliate of an Issuing Bank
shall be issued on a Business Day which is not a day on which banking institutions in Toronto and Montreal, Canada are authorized by law to close. 
 (h) Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP
shall apply to each standby Letter of Credit. 
 §3.2. Reimbursement Obligation of the Borrower. In order to induce
the Issuing Banks to issue, extend and renew each Letter of Credit, the Borrower hereby agrees to reimburse or pay to each Issuing Bank, with respect to each Letter of Credit issued, extended or renewed by such Issuing Bank hereunder, as follows:

 (a) if any draft presented under any Letter of Credit is honored by such Issuing Bank or such Issuing Bank
otherwise makes payment with respect thereto, the sum of (i) the amount paid by such Issuing Bank under or with respect to such Letter of Credit (except that in the case of a payment in Canadian Dollars, it shall reimburse or pay the
U.S. Dollar Equivalent thereof), and (ii) the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by such Issuing Bank in connection with any payment made by such Issuing Bank under, or with respect to, such
Letter of Credit; provided, however, if the Borrower does not reimburse such Issuing Bank on the 

  
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Drawdown Date, such amount shall, provided that no Event of Default under §§12.1(g) or 12.1(h) has occurred, become automatically a Base Rate Syndicated Loan advanced hereunder in an
amount equal to such sum (and the Administrative Agent shall notify the Banks upon receipt of the notice thereof from the applicable Issuing Bank pursuant to §3.5, which notice shall be deemed to constitute a Syndicated Loan Request and satisfy
the requirements of §2.6); and 
 (b) upon the date that is five (5) Business Days prior to the
Maturity Date (or, if such day is not a Business Day, the next preceding Business Day) or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with §12, an amount equal to the then Maximum
Drawing Amount of all outstanding Letters of Credit shall be paid by the Borrower to the Administrative Agent to be held as cash collateral for the applicable Reimbursement Obligations, and the Borrower hereby grants to the Administrative Agent a
security interest therein. 
 §3.3. Obligations Absolute. The Borrower’s obligations under this §3 shall be
absolute and unconditional under any and all circumstances and irrespective of the occurrence of any Default or Event of Default or any condition precedent whatsoever or any setoff, counterclaim or defense to payment which the Borrower may have or
have had against any Issuing Bank, any Bank or any beneficiary of a Letter of Credit, and the Borrower expressly waives any such rights that it may have with respect thereto. The Borrower further agrees with each Issuing Bank and the Banks that such
Issuing Bank and the Banks (i) shall not be responsible for, and the Borrower’s Reimbursement Obligations under §3.2 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements
thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged (unless due to the willful misconduct of such Issuing Bank or any other Bank), or any dispute between or among the Borrower and the
beneficiary of any Letter of Credit or any financing institution or other party to which any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower against the beneficiary of any Letter of Credit or any such
transferee, and (ii) shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit except to the extent of their
own willful misconduct. The Borrower agrees that any action taken or omitted by any Issuing Bank or any Bank in good faith under or in connection with any Letter of Credit and the related drafts and documents shall be binding upon the Borrower and
shall not result in any liability on the part of such Issuing Bank or any Bank (or their respective affiliates) to the Borrower. Nothing herein shall constitute a waiver by the Borrower of any of its rights against any beneficiary of a Letter of
Credit. 
 §3.4. Reliance by the Issuing Banks. To the extent not inconsistent with §3.3, each Issuing Bank
shall be entitled to rely, and shall be fully protected in relying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or teletype message, statement, order
or other document believed by such Issuing Bank in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts
selected by such Issuing Bank. 

  
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 §3.5. Notice Regarding Letters of Credit. One (1) Business Day prior to the
issuance of any Letter of Credit or any amendment, extension or termination thereof, the applicable Issuing Bank shall notify the Administrative Agent of the terms of such Letter of Credit, amendment, extension or termination. In the case of any
such issuance, amendment or extension, the Administrative Agent will promptly notify such Issuing Bank whether such issuance, amendment or extension is permissible under the limitation set forth in the proviso to §2.1(a). On the day of any
drawing under any Letter of Credit, such Issuing Bank shall notify the Administrative Agent of such drawing, specifying the amount thereof, and on the day of any payment under any Letter of Credit (or failure of the Borrower to reimburse such
drawing in accordance with §3.2), such Issuing Bank shall notify the Administrative Agent of such payment (or failure), specifying the amount thereof and, in the case of a payment (or failure) under a Canadian Dollar Letter of Credit, the
U.S. Dollar Equivalent thereof. Additionally, each Issuing Bank shall no later than the third Business Day following the last day of each month, provide to Administrative Agent a schedule of the Letters of Credit issued by it, in form and
substance reasonably satisfactory to Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), the Maximum Drawing Amount, the expiration date, and the reference number of any
Letter of Credit outstanding at any time during each month, and showing the aggregate amount (if any) payable by the Borrower to such Issuing Bank during such month. Promptly after the receipt of such schedule from each Issuing Bank, the
Administrative Agent shall provide to all Banks a summary aggregating the schedules received from each of the Issuing Banks. 

§3.6. Letter of Credit Fee; Fronting Fee. The Borrower shall pay a fee (the “Letter of Credit Fee”) equal to the
Applicable L/C Rate on the Maximum Drawing Amount to the Administrative Agent for the account of the Banks, to be shared pro rata by the Banks in accordance with their respective Commitment Percentages; provided, that any Letter of
Credit Fees otherwise payable for the account of a Defaulting Bank with respect to any Letter of Credit as to which such Defaulting Bank has not provided cash collateral or other credit support satisfactory to the applicable Issuing Bank shall be
payable, to the maximum extent permitted by applicable Law, to the other Banks in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to § 5.14(iv), with the balance of
such fee, if any, payable to the Issuing Bank for its own account. The Letter of Credit Fee shall be payable quarterly in arrears on the third Business Day of each calendar quarter for the quarter just ended, with the first such payment being due on
October 3, 2013, and on the Maturity Date. In addition, a fronting fee (the “Fronting Fee”) with respect to each Letter of Credit shall be due and payable to each Issuing Bank at a rate of 0.15% per annum of the amount
available to be drawn under such Letter of Credit. Such Fronting Fee shall be payable by the Borrower to such Issuing Bank for its account, and the Borrower shall pay directly to each applicable Issuing Bank for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Bank relating to letters of credit as from time to time in effect. 

  
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 §4. COMPETITIVE BID LOANS. 

§4.1. The Competitive Bid Option. In addition to the Syndicated Loans made pursuant to §2 hereof, the Borrower may
request Competitive Bid Loans pursuant to the terms of this §4. The Banks may, but shall have no obligation to, make offers for Competitive Bid Loans and the Borrower may, but shall have no obligation to, accept such offers in the manner set
forth in this §4. Notwithstanding any other provision herein to the contrary, at no time shall (x) the aggregate principal amount of Competitive Bid Loans outstanding at any time exceed the Total Commitment minus the sum of
(a) the aggregate outstanding principal amount of Syndicated Loans plus (b) the aggregate outstanding principal amount of Swing Loans plus (c) the Maximum Drawing Amount of Letters of Credit, outstanding at such time,
and (y) there be more than 10 Competitive Bid Loans outstanding at any time. 
 §4.2. Competitive Bid Loan Accounts;
Competitive Bid Loans. 
 (a) The obligation of the Borrower to repay the outstanding principal amount of any
and all Competitive Bid Loans, plus interest at the applicable rate accrued thereon, shall be evidenced by this Agreement and by individual loan accounts (the “Competitive Bid Loan Accounts” and individually, a “Competitive Bid Loan
Account”) maintained by the Administrative Agent on its books for each of the Banks, it being the intention of the parties hereto that, except as provided for in paragraph (b) of this §4.2, the Borrower’s obligations with respect
to Competitive Bid Loans are to be evidenced only as stated herein and not by separate promissory notes. 
 (b)
Any Bank may at any time, and from time to time, request that any Competitive Bid Loans outstanding to such Bank be evidenced by a promissory note of the Borrower in the form approved by the Administrative Agent, dated as of the Effective Date and
completed with appropriate insertions. 
 (c) The Borrower irrevocably authorizes the Administrative Agent to
make or cause to be made, in connection with a Drawdown Date of any Competitive Bid Loan or at the time of receipt of any payment of principal on the applicable Bank’s Competitive Bid Loan Account, an appropriate notation on the Administrative
Agent’s records, reflecting the making of the Competitive Bid Loan, or the receipt of such payment (as the case may be). The outstanding amount of the Competitive Bid Loans set forth on the Administrative Agent’s records, shall be
prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount shall not limit or otherwise affect the obligations of the Borrower hereunder
to make payments of principal of or interest on any Competitive Bid Loan when due. 
 §4.3. Competitive Bid Quote
Request; Invitation for Competitive Bid Quotes. 
 (a) When the Borrower wishes to request offers to make
Competitive Bid Loans under this §4, it shall transmit to the Administrative Agent by telex or facsimile a Competitive Bid Quote Request substantially in the form of Exhibit F hereto (a “Competitive Bid Quote Request”)
appropriately completed and signed by an authorized officer of the Borrower so as to be received no later than 1:00 p.m. (New York time) (x) five (5) Business Days prior to the requested Drawdown Date in the case of a Eurodollar
Competitive Bid Loan or (y) two (2) Business Days prior to the requested Drawdown Date in the case of an Absolute Competitive Bid Loan, specifying: 

  
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 (i) the requested Drawdown Date (which must be a Business Day in the case of
a Eurodollar Competitive Bid Loan or a Business Day in the case of an Absolute Competitive Bid Loan); 
 (ii) the
aggregate amount of such Competitive Bid Loans, which shall be $10,000,000 or larger multiple of $1,000,000; 

(iii) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of Interest
Period; and 
 (iv) whether the Competitive Bid Quotes requested are for Eurodollar Competitive Bid Loans or
Absolute Competitive Bid Loans. 
 The Borrower may request offers to make Competitive Bid Loans for more than one Interest
Period in a single Competitive Bid Quote Request. No new Competitive Bid Quote Request shall be given until the Borrower has notified the Administrative Agent of its acceptance or non-acceptance of the
Competitive Bid Quotes relating to any outstanding Competitive Bid Quote Request. 
 (b) Promptly upon receipt of
a Competitive Bid Quote Request, the Administrative Agent shall send to the Banks by telecopy or facsimile transmission an Invitation for Competitive Bid Quotes substantially in the form of Exhibit G hereto, which shall constitute an
invitation by the Borrower to each Bank to submit Competitive Bid Quotes in accordance with this §4. 
 §4.4.
Alternative Manner of Procedure. If, after receipt by the Administrative Agent and each of the Banks of a Competitive Bid Quote Request from the Borrower in accordance with §4.3, the Administrative Agent or any Bank shall be unable to
complete any procedure of the auction process described in §§4.5 through 4.6 (inclusive) due to the inability of such Person to transmit or receive communications through the means specified therein, such Person may rely on telephonic
notice for the transmission or receipt of such communications. In any case where such Person shall rely on telephone transmission or receipt, any communication made by telephone shall, as soon as possible thereafter, be followed by written
confirmation thereof. 
 §4.5. Submission and Contents of Competitive Bid Quotes. 

(a) Each Bank may, but shall be under no obligation to, submit a Competitive Bid Quote containing an offer or offers to
make Competitive Bid Loans in response to any Competitive Bid Quote Request. Each Competitive Bid Quote must comply with the requirements of this §4.5 and must be submitted to the Administrative Agent by telex or facsimile transmission at its
offices as specified in or pursuant to §22 not later than (x) 2:00 p.m. (New York time) on the fourth Business Day prior to the proposed Drawdown Date, in the case of a Eurodollar Competitive Bid Loan or (y) 10:00 a.m. (New York time)
one Business Day prior to the proposed Drawdown Date, in the case of an Absolute Competitive Bid Loan; provided that Competitive Bid Quotes may be submitted by the Administrative Agent in its capacity as a Bank only if it submits its
Competitive Bid Quote to the Borrower not later than (x) one hour prior to the deadline 

  
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for the other Banks, in the case of a Eurodollar Competitive Bid Loan or (y) 15 minutes prior to the deadline for the other Banks, in the case of an Absolute Competitive Bid Loan. Subject to
the provisions of §§10 and 11 hereof, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. 

(b) Each Competitive Bid Quote shall be in substantially the form of Exhibit H hereto and shall in any case
specify: 
 (i) the proposed Drawdown Date; 

(ii) the principal amount of the Competitive Bid Loan for which each proposal is being made, which principal amount
(w) may be greater than or less than the Commitment of the quoting Bank, (x) must be $5,000,000 or a larger multiple of $1,000,000, (y) may not exceed the aggregate principal amount of Competitive Bid Loans for which offers were
requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank may be accepted; 

(iii) the Interest Period(s) for which Competitive Bid Quotes are being submitted; 

(iv) in the case of a Eurodollar Competitive Bid Loan, the margin above or below the applicable Eurodollar Rate (the
“Competitive Bid Margin”) offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such Eurodollar Rate; 

(v) in the case of an Absolute Competitive Bid Loan, the rate of interest per annum (specified to the nearest 1/10,000th
of 1%) (the “Competitive Bid Rate”) offered for each such Absolute Competitive Bid Loan; and 
 (vi)
the identity of the quoting Bank. 
 A Competitive Bid Quote may include up to five separate offers by the quoting Bank with
respect to each Interest Period specified in the related Competitive Bid Quote Request. 
 (c) Any Competitive
Bid Quote shall be disregarded if it: 
 (i) is not substantially in the form of Exhibit H hereto;

 (ii) contains qualifying, conditional or similar language; 

(iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes;
or 
 (iv) arrives after the time set forth in §4.5(a) hereof. 

  
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 §4.6. Notice to Borrower. The Administrative Agent shall promptly notify the
Borrower of the terms (x) of any Competitive Bid Quote submitted by a Bank that is in accordance with §4.5 and (y) of any Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote
submitted by such Bank with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid Quote is submitted solely to correct a
manifest error in such former Competitive Bid Quote. The Administrative Agent’s notice to the Borrower shall specify (A) the aggregate principal amount of Competitive Bid Loans for which offers have been received for each Interest Period
specified in the related Competitive Bid Quote Request, (B) the respective principal amounts and Competitive Bid Margins or Competitive Bid Rates, as the case may be, so offered, and the identity of the respective Banks submitting such offers,
and (C) if applicable, limitations on the aggregate principal amount of Competitive Bid Loans for which offers in any single Competitive Bid Quote may be accepted. 
 §4.7. Acceptance and Notice by Borrower and Administrative Agent. Not later than (x) 11:00 a.m. (New York time) on the third Business Day prior to the proposed Drawdown Date, in the case
of a Eurodollar Competitive Bid Loan or (y) 11:00 a.m. (New York time) on the proposed Drawdown Date, in the case of an Absolute Competitive Bid Loan, the Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of each Competitive Bid Quote in substantially the form of Exhibit H hereto. The Borrower may accept any Competitive Bid Quote in whole or in part; provided that: 

(i) the aggregate principal amount of each Competitive Bid Loan may not exceed the applicable amount set forth in the
related Competitive Bid Quote Request; 
 (ii) acceptance of offers may only be made on the basis of ascending
Competitive Bid Margins or Competitive Bid Rates, as the case may be, and 
 (iii) the Borrower may not accept
any offer that is described in subsection 4.5(c) or that otherwise fails to comply with the requirements of this Agreement. 
 The
Administrative Agent shall promptly notify each Bank which submitted a Competitive Bid Quote of the Borrower’s acceptance or non-acceptance thereof. At the request of any Bank which submitted a
Competitive Bid Quote and with the consent of the Borrower, the Administrative Agent will promptly notify all Banks which submitted Competitive Bid Quotes of (a) the aggregate principal amount of, and (b) the range of Competitive Bid Rates
or Competitive Bid Margins of, the accepted Competitive Bid Loans for each requested Interest Period. 
 §4.8. Allocation
by Administrative Agent. If offers are made by two or more Banks with the same Competitive Bid Margin or Competitive Bid Rate, as the case may be, for a greater aggregate principal amount than the amount in respect of which offers are accepted
for the related Interest Period, the principal amount of Competitive Bid Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Banks as nearly as possible (in such multiples, not less than
$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determination by the Administrative Agent of the amounts of Competitive Bid Loans shall be conclusive in the absence of
manifest error. 

  
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 §4.9. Funding of Competitive Bid Loans. If, on or prior to the Drawdown Date of
any Competitive Bid Loan, the Total Commitment has not terminated in full and if, on such Drawdown Date, the applicable conditions of §§10 and 11 hereof are satisfied, the Bank or Banks whose offers the Borrower has accepted will fund each
Competitive Bid Loan so accepted. Such Bank or Banks will make such Competitive Bid Loans by crediting the Administrative Agent for further credit to the Borrower’s specified account with the Administrative Agent, in immediately available funds
not later than 1:00 p.m. (New York time) on such Drawdown Date. 
 §4.10. Funding Losses. If, after acceptance of any
Competitive Bid Quote pursuant to §4, the Borrower (i) fails to borrow any Competitive Bid Loan so accepted on the date specified therefor, or (ii) repays the outstanding amount of the Competitive Bid Loan prior to the last day of the
Interest Period relating thereto, the Borrower shall indemnify the Bank making such Competitive Bid Quote or funding such Competitive Bid Loan against any loss or expense incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by such Bank to fund or maintain such unborrowed Competitive Bid Loans, including, without limitation compensation as provided in §5.8. 
 §4.11. Repayment of Competitive Bid Loans; Interest. The principal of each Competitive Bid Loan shall become absolutely due and payable by the Borrower on the last day of the Interest Period
relating thereto, and the Borrower hereby absolutely and unconditionally promises to pay to the Administrative Agent for the account of the relevant Banks at or before 1:00 p.m. (New York time) on the last day of the Interest Periods relating
thereto the principal amount of all such Competitive Bid Loans, plus interest thereon at the applicable rates. The Competitive Bid Loans shall bear interest at the rate per annum specified in the applicable Competitive Bid Quotes. Interest on the
Competitive Bid Loans shall be payable (a) on the last day of the applicable Interest Periods, and if any such Interest Period is longer than three months, also on the last day of the third month following the commencement of such Interest
Period, and (b) on the Maturity Date for all Loans. Subject to the terms of this Agreement, the Borrower may make Competitive Bid Quote Requests with respect to new Borrowings of any amounts so repaid prior to the Maturity Date. 

§5. PROVISIONS RELATING TO ALL LOANS AND LETTERS OF CREDIT. 
 §5.1. Payments. 
 (a) All payments of principal,
interest, Reimbursement Obligations, fees (other than the Fronting Fee) and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Administrative Agent at the Administrative Agent’s Office in immediately
available funds by 11:00 a.m. (New York time) on any due date. Subject to the provisions of §29, if a payment is received by the Administrative Agent at or before 1:00 p.m. (New York time) on any Business Day, the Administrative Agent shall on
the same Business Day transfer in immediately available funds, as 

  
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 applicable, to (1) each of the Banks, their pro rata portion of such payment in
accordance with their respective Commitment Percentages, in the case of payments with respect to Syndicated Loans and Letters of Credit, (2) the Swing Line Bank in the case of payments with respect to Swing Line Loans, and (3) the
appropriate Bank(s), in the case of payments with respect to Competitive Bid Loans. If such payment is received by the Administrative Agent after 1:00 p.m. (New York time) on any Business Day, such transfer shall be made by the Administrative Agent
to the applicable Bank(s) on the next Business Day. 
 (b) All payments by the Borrower and the Guarantor
hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory
loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower or the Guarantor is compelled by law to make such
deduction or withholding. If any such obligation is imposed upon the Borrower or the Guarantor with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower or the Guarantor, as the case may be, will pay
to the Administrative Agent, for the account of the Banks or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall
be necessary to enable the Banks or the Administrative Agent to receive the same net amount which the Banks or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower or the Guarantor. The
Borrower and the Guarantor will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by it hereunder or under such other Loan Document.

 (c) Any Bank that is entitled to an exemption from or reduction of withholding tax with respect to payments
made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested
by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. Without limiting the generality of the foregoing, each Bank that is not incorporated or organized under the
laws of the United States of America or a state thereof or the District of Columbia (a “Non-U.S. Bank”) agrees that, prior to the first date on which any payment is due to it hereunder, it will deliver to the Borrower and the
Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be,
certifying in each case that such Non-U.S. Bank is entitled to receive payments under this Agreement, without deduction or withholding of any United States federal income taxes. Each Non-U.S. Bank that so delivers a Form W-8BEN or W-8ECI pursuant to the preceding sentence further undertakes to deliver to each of the
Borrower and the Administrative Agent two further copies of Form W-8BEN or W-8ECI or successor applicable form, or other manner of certification, as the case may


  
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be, on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to
the Borrower and Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, certifying in the case of a Form W-8BEN or W-8ECI that such Non-U.S. Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any
such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Non-U.S. Bank from duly completing and delivering any such form with respect to it and such Non-U.S. Bank advises the Borrower that it is not capable of receiving payments
without any deduction or withholding of United States federal income tax. If a payment made to a Bank under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Bank were to fail to comply with the
applicable reporting requirements of FATCA (including those contained in §1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such
time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by §1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by
the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to
determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph (c), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or
certification it previously delivered pursuant to this paragraph (c) expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of
its legal inability to do so. 
 (d) The Borrower shall not be required to pay any additional amounts to any Non-U.S. Bank in respect of United States Federal withholding tax pursuant to §5.1(b) or §17 to the extent that (i) the obligation to withhold amounts with respect to United States Federal withholding
tax existed on the date such Non-U.S. Bank became a party to this Agreement or, with respect to payments to a different lending office designated by the Non-U.S. Bank as
its applicable lending office (a “New Lending Office”), the date such Non-U.S. Bank designated such New Lending Office with respect to a Loan; provided, however, that this clause
(i) shall not apply to any transferee or New Lending Office as a result of an assignment, transfer or designation made at the request of the Borrower; and provided further, however, that this clause (i) shall not apply
to the extent the indemnity payment or additional amounts any transferee, or Bank through a New Lending Office, would be entitled to receive without regard to this clause (i) do not exceed the indemnity payment or additional amounts that the
Person making the assignment or transfer to such transferee, or Bank making the designation of such New Lending Office, would have been entitled to receive in the absence of such assignment, transfer or designation; (ii) the obligation to pay
such additional amounts would not have arisen but for a failure by such Non-U.S. Bank to comply with the provisions of paragraph (b) above; or (iii) such obligation is imposed under FATCA.


  
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 (e) Notwithstanding the foregoing, each Bank agrees to use reasonable
efforts (consistent with legal and regulatory restrictions) to change its lending office to avoid or to minimize any amounts otherwise payable under §17 in each case solely if such change can be made in a manner so that such Bank, in its sole
determination, suffers no legal, economic or regulatory disadvantage. 
 §5.2. Mandatory Repayments of the Loans. If
at any time (including without limitation by reason of fluctuation in the rate of exchange between the Canadian Dollar and the U.S. Dollar) the sum of the outstanding principal amount of the Loans plus the Maximum Drawing Amount of all outstanding
Letters of Credit exceeds the Total Commitment, whether by reduction of the Total Commitment or otherwise, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent, (i) for application to the Loans,
first to Swing Line Loans, second to Syndicated Loans, then to Competitive Bid Loans, subject to §5.8, or (ii) if no Loans shall be outstanding, to be held by the Administrative Agent for the benefit of the Banks as
collateral security for such excess Maximum Drawing Amount and the Borrower hereby grants a security interest in such amount to the Administrative Agent for the benefit of the Banks; provided, however, that if the amount of cash
collateral held by the Administrative Agent pursuant to this §5.2 exceeds the Maximum Drawing Amount required to be collateralized from time to time, the Administrative Agent shall return such excess to the Borrower. 

§5.3. Computations. Except as otherwise expressly provided herein, all computations of interest, Facility Fees, Letter of
Credit Fees or other fees shall be based on a 360-day year and paid for the actual number of days elapsed, except that computations based on the Base Rate (including Base Rate Loans determined by reference to
the Eurodollar Rate) shall be based on a 365 or 366, as applicable, day year and paid for the actual number of days elapsed. Whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the
due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension; provided that for any Interest Period for any Eurodollar Loan if such next succeeding Business Day falls in the
next succeeding calendar month or after the Maturity Date, it shall be deemed to end on the next preceding Business Day. 

§5.4. Illegality; Inability to Determine Eurodollar Rate. Notwithstanding any other provision of this Agreement (other than
§5.10), if (a) the introduction of, any change in, or any change in the interpretation of, any law or regulation applicable to any Bank or the Administrative Agent shall make it unlawful, or any central bank or other governmental authority
having jurisdiction thereof shall assert that it is unlawful, for any Bank or the Administrative Agent to perform its obligations in respect of any Eurodollar Loans or in connection with an existing or proposed Base Rate Loan bearing interest at the
rate described in clause (c) of the definition of Base Rate, or (b) if the Majority Banks or the Administrative Agent, as applicable, shall reasonably determine with respect to Eurodollar Loans that (i) by reason of circumstances
affecting any Eurodollar interbank market, adequate and reasonable 

  
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methods do not exist for ascertaining the Eurodollar Rate which would otherwise be applicable during any Interest Period, or (ii) deposits of Dollars in the relevant amount for the relevant
Interest Period are not available to such Banks or the Administrative Agent in any Eurodollar interbank market, or (iii) the Eurodollar Rate does not or will not accurately reflect the cost to such Banks or the Administrative Agent of obtaining
or maintaining the Eurodollar Loans during any Interest Period, then such Banks (through the Administrative Agent) or the Administrative Agent shall promptly give telephonic, telex or cable notice of such determination to the Borrower (which notice
shall be conclusive and binding upon the Borrower). Upon such notification, the obligation of the Banks and the Administrative Agent to make Eurodollar Loans shall be suspended and, in the event of clauses (a) or (b)(i) or (ii) of the
immediately preceding sentence, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Banks or the Administrative Agent, as the case may be, determine that such circumstances no
longer exist, and to the extent permitted by law the outstanding Eurodollar Loans shall continue to bear interest at the applicable rate based on the Eurodollar Rate until the end of the applicable Interest Period, and thereafter shall be deemed
converted to Base Rate Loans in equal principal amounts to such former Eurodollar Loans. Notwithstanding the foregoing, if the Administrative Agent or Majority Banks have made the determination that the circumstances in clause (b)(i) or (b)(ii) of
the first sentence of this §5.4 applies with respect to any Eurodollar Loans (any such Loans, “Impacted Loans”), the Administrative Agent, in consultation with the Borrower and the Banks, may establish an alternative interest rate for
the Impacted Loans, in which case such alternative interest rate shall apply with respect to Impacted Loans until (1) the Administrative Agent or Majority Banks revoke the notice delivered with respect to the Impacted Loans pursuant to the
first sentence of this §5.4, (2) the Administrative Agent or the Majority Banks notify the Borrower and, in the case of any notice from the Majority Banks, the Administrative Agent that such alternative rate of interest does not adequately
and fairly reflect the cost to such Banks for funding the Impacted Loans, or (3) any Bank determined that any law had made it unlawful, or any governmental or other regulatory body or official has asserted that it is unlawful for such Bank or
its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest based on such rate or any governmental or other regulatory body or
official has imposed material restrictions on the authority of such Bank to do any of the foregoing and provides the Administrative Agent and the Borrower of written notice thereof. 

§5.5. Additional Costs, Etc. If any present or future applicable law (which expression, as used herein, includes statutes,
rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and
notices at any time or from time to time hereafter made upon or otherwise issued to any Bank by any central bank or other fiscal, monetary or other authority, whether or not having the force of law; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case
be included in such expression, regardless of the date enacted, adopted or issued) shall: 

  
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 (a) subject such Bank to any tax, levy, impost, duty, charge, fee, deduction
or withholding of any nature with respect to this Agreement, the other Loan Documents, such Bank’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank imposed by the jurisdiction of its
incorporation or organization, or the location of its lending office); or 
 (b) materially change the basis of
taxation (except for changes in taxes on income or profits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to such Bank of the principal or of the interest on any
Loans or any other amounts payable to such Bank under this Agreement or the other Loan Documents; or 
 (c)
except as provided in §5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere
in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments
of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank’s Commitment or the Loans; or 
 (d) impose on such Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Bank’s Commitment or any class of loans or commitments of which
any of the Loans or such Bank’s Commitment forms a part, and the result of any of the foregoing is: 
 (i)
to increase the cost to such Bank of making, funding, issuing, renewing, extending or maintaining the Loans or such Bank’s Commitment or issuing or participating in Letters of Credit; 

(ii) to reduce the amount of principal, interest or other amount payable to such Bank hereunder on account of such
Bank’s Commitment, the Loans or the Reimbursement Obligations; or 
 (iii) to require such Bank to make any
payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank from the Borrower
hereunder, 
 then, and in each such case, the Borrower will, upon demand made by such Bank at any time and from time to time as often as the
occasion therefor may arise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay such reasonable additional amounts as will be sufficient to compensate such
Bank for such additional costs, reduction, payment or foregone interest or other sum; provided that the determination and allocation of amounts, if any, claimed by any Bank under this §5.5 are made on a reasonable basis in a manner
consistent with such Bank’s treatment of customers of such Bank that such Bank considers, in its reasonable discretion, to be similar to the Borrower and having generally similar provisions in their agreements with such Bank. 

  
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 §5.6. Capital Adequacy. If any Bank shall have determined that, after the date
hereof, (a) the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in any such law, rule, or regulation, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any
such authority, central bank or comparable agency (which, notwithstanding anything herein to the contrary, shall include (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States or foreign regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued), or (b) compliance by such Bank or the Administrative Agent or any corporation controlling such Bank or the
Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy or liquidity requirements, has or would have the effect of
reducing the rate of return on capital of such Bank (or any corporation controlling such Bank) as a consequence of such Bank’s obligations hereunder to a level below that which such Bank (or any corporation controlling such Bank) could have
achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand
by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will, in such Bank’s reasonable determination, fairly compensate such Bank (or any corporation controlling such Bank) for such reduction. Each Bank shall
allocate such cost increases among its customers in good faith and on an equitable basis. 
 §5.7. Certificate. A
certificate setting forth the additional amounts payable pursuant to §5.5 or §5.6 and a reasonable explanation of such amounts which are due, submitted by any Bank to the Borrower, shall be conclusive, absent manifest error, that such
amounts are due and owing; provided that no Bank shall be entitled to additional amounts with respect to events or circumstances occurring more than one hundred and twenty (120) days prior to the delivery of such certificate. 

§5.8. Eurodollar and Competitive Bid Indemnity. The Borrower agrees to indemnify the Banks and the Administrative Agent and to
hold them harmless from and against any reasonable loss, cost or expense that any such Bank and the Administrative Agent may sustain or incur as a consequence of (a) the default by the Borrower in payment of the principal amount of or any
interest on any Eurodollar Loans or Competitive Bid Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by any Bank or the Administrative Agent to lenders of funds obtained by it in order to
maintain its Eurodollar Loans or Competitive Bid Loans, (b) the default by the Borrower in making a Borrowing of a Eurodollar Loan or Competitive Bid Loan or conversion of a Eurodollar Loan or a prepayment of a Eurodollar or Competitive Bid
Loan after the Borrower has given (or is deemed to have given) a Syndicated Loan Request, a notice pursuant to §2.7 or a Notice of 

  
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Acceptance/Rejection of Competitive Bid Quote(s), or a notice pursuant to §2.10, and (c) the making of any payment of a Eurodollar Loan or Competitive Bid Loan, or the making of any
conversion of any Eurodollar Loan to a Base Rate Loan, on a day that is not the last day of the applicable Interest Period with respect thereto. Such loss, cost, or reasonable expense shall include an amount equal to the excess, if any, as
reasonably determined by each Bank of (i) its cost of obtaining the funds for (A) the Eurodollar Loan being paid, prepaid, converted, not converted, reallocated, or not borrowed, as the case may be (based on the Eurodollar Rate), or
(B) the Competitive Bid Loan being paid, prepaid, or not borrowed, as the case may be (based on the applicable interest rate) for the period from the date of such payment, prepayment, conversion, or failure to borrow or convert, as the case may
be, to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for the Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably
determined by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid, converted, or not borrowed, converted, or prepaid for such period or Interest Period, as the case may be, which determinations shall be
conclusive absent manifest error. 
 §5.9. Interest on Overdue Amounts. Overdue principal and (to the extent
permitted by applicable law) interest on the Loans and all other overdue amounts payable hereunder or under any of the other Loan Documents shall bear interest compounded monthly and payable on demand at a rate per annum equal to the Applicable Base
Rate plus 2% per annum, until such amount shall be paid in full (after as well as before judgment). 
 §5.10.
Interest Limitation. Notwithstanding any other term of this Agreement, any other Loan Document or any other document referred to herein or therein, the maximum amount of interest which may be charged to or collected from any Person liable
hereunder by any Bank shall be absolutely limited to, and shall in no event exceed, the maximum amount of interest which could lawfully be charged or collected by such Bank under applicable laws (including, to the extent applicable, the provisions
of §5197 of the Revised Statutes of the United States of America, as amended, and 12 U.S.C. §85, as amended, and without prejudice to the first sentence of §26 hereof). 

§5.11. Reasonable Efforts to Mitigate. Each Bank agrees that as promptly as practicable after it becomes aware of the
occurrence of an event or the existence of a condition that would cause it to be affected under §§5.4, 5.5 or 5.6, such Bank will give notice thereof to the Borrower, with a copy to the Administrative Agent and, to the extent so requested
by the Borrower and not inconsistent with such Bank’s internal policies, such Bank shall use reasonable efforts and take such actions as are reasonably appropriate if as a result thereof the additional moneys which would otherwise be required
to be paid to such Bank pursuant to such sections would be materially reduced, or the illegality or other adverse circumstances which would otherwise require a conversion of such Loans or result in the inability to make such Loans pursuant to such
sections would cease to exist, and in each case if, as determined by such Bank in its sole discretion, the taking of such actions would not adversely affect such Loans or such Bank or otherwise be disadvantageous to such Bank. 

  
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 §5.12. Replacement of Banks; Termination of Commitments. If any Bank (an
“Affected Bank”) (i) makes demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to §§5.5 or 5.6, (ii) is unable to make or maintain Eurodollar Loans as a result of a condition
described in §5.4, (iii) is a Defaulting Bank, or (iv) is a Non-Consenting Bank (as defined below), the Borrower may, within 90 days of receipt of such demand, notice (or the occurrence of such
other event causing the Borrower to be required to pay such compensation or causing §5.4 to be applicable), default or approval of such amendment, waiver or consent by the Majority Banks, as the case may be, by notice (a “Replacement
Notice”) in writing to the Administrative Agent and such Affected Bank (A) request the Affected Bank to cooperate with the Borrower in obtaining a replacement bank satisfactory to the Administrative Agent and the Borrower (the
“Replacement Bank”) as provided herein, but none of such Banks shall be under an obligation to find a Replacement Bank; (B) request the non-Affected Banks to acquire and assume all of the
Affected Bank’s Loans and Commitment, and to participate in Letters of Credit as provided herein, but none of such Banks shall be under an obligation to do so; (C) designate a Replacement Bank reasonably satisfactory to the Administrative
Agent; or (D) so long as no Event of Default has occurred and is continuing, terminate the Commitments of such Bank as set forth below. If any satisfactory Replacement Bank shall be obtained, and/or any of the
non-Affected Banks shall agree to acquire and assume all of the Affected Bank’s Loans and Commitment, and obligations to participate in Letters of Credit, then the Borrower may, upon notice to such
Affected Bank and the Administrative Agent, require such Affected Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, §20), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: 

(i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in §20 (to the extent not
waived); 
 (ii) subject to the provisions in §5.14 with respect to any Defaulting Bank in the case of
reallocation of payments to such Defaulting Bank for amounts described in clauses first, sixth and seventh of such §5.14, such Affected Bank shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and
funded participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under §§5.5, 5.6 and 5.8) from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 
 (iii) in the case of any such assignment resulting from a claim for compensation under §§5.5 or 5.6, such assignment will result in a reduction in such compensation or payments thereafter; and

 (iv) such assignment does not conflict with applicable law. 

A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply. Upon the effective date of such assignment, such Replacement Bank shall become a “Bank” for all purposes under this Agreement and the other Loan
Documents. 

  
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 If the Borrower elects to terminate the Commitments of a Bank in accordance with clause
(D) above, all of the Commitments of such Bank shall be terminated immediately (with the Total Commitment reduced in a like amount on a non-pro rata basis) upon the later of (i) the date of the
receipt by the Administrative Agent and such Bank of the Borrower’s written notice of such election and (ii) the date that the Borrower has repaid all outstanding principal of its Loans of such Bank and provided cash collateral or other
credit support satisfactory to the Administrative Agent and each applicable Issuing Bank with respect to all such Bank’s Letters of Credit, together with accrued interest thereon, accrued fees and all other amounts payable to it hereunder and
under the other Loan Documents (including any amounts under §§5.5, 5.6 and 5.8) (which payments and credit support may be held and applied to the Loans, interest, fees and other obligations of such Bank on a
non-pro rata basis with payments made to the other Banks, notwithstanding the provisions of §29 to the contrary); provided, that the Borrower may not terminate the Commitments of a Bank pursuant to
this paragraph if, after giving effect to such termination and the repayment of Loans of such Bank required hereby, the sum of (x) the outstanding principal amount of the Loans plus (y) the Maximum Drawing Amount of outstanding
Letters of Credit minus (z) the amount of cash collateral or other credit support satisfactory to the Administrative Agent and each applicable Issuing Bank that the Borrower has provided to secure Reimbursement Obligations prior to or
concurrently with such termination which would exceed the Total Commitment. 
 For the purposes of this §5.12, a
“Non-Consenting Bank” means a Bank that fails to approve an amendment, waiver or consent requested by the Borrower pursuant to §15.9 that has received the written approval of not less than the Majority Banks but also requires the
approval of such Bank. 
 §5.13. Advances by Administrative Agent. Unless the Administrative Agent shall have been
notified in writing by any Bank prior to a borrowing hereunder that such Bank will not make the amount that would constitute its allocable share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such
Bank is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the borrowing date therefor, such Bank shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period until such Bank makes
such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such
Bank’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Bank within three Business Days of such borrowing date, the Administrative Agent shall be entitled to recover such amount with interest
thereon at the rate per annum applicable to such Loan hereunder, on demand, from the Borrower. 

  
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 §5.14. Defaulting Banks. Notwithstanding anything to the contrary contained in
this Agreement, if any Bank becomes a Defaulting Bank, then, until such time as such Bank is no longer a Defaulting Bank, to the extent permitted by applicable law: 

(i) such Defaulting Bank’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in §15.9; 
 (ii) any payment of principal, interest, fees or
other amounts received by the Administrative Agent for the account of any such Bank on account of such Bank’s Syndicated Loans or from such Bank pursuant to §13, shall be applied by the Administrative Agent as follows: first, to the
payment of any amounts owing by that Defaulting Bank to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Bank to the Issuing Banks or Swing Line Bank hereunder;
third, if so determined by the Administrative Agent or requested by the Issuing Banks or Swing Line Bank, to be held as cash collateral for future funding obligations of that Defaulting Bank of any participation in any Swing Line Loan or
Letter of Credit (and each such Bank hereby grants to the Administrative Agent a security interest therein); fourth, if the Borrower so requests (so long as no Default or Event of Default exists), to the funding of any Syndicated Loan in
respect of which that Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Bank to fund Syndicated Loans under this Agreement; sixth, to the payment of any amounts owing to the Banks
as a result of any judgment of a court of competent jurisdiction obtained by any Bank against that Defaulting Bank as a result of that Defaulting Bank’s breach of its obligations under this Agreement; seventh, so long as no Default or
Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Bank as a result of that Defaulting Bank’s breach of
its obligations under this Agreement; and eighth, to that Defaulting Bank or as otherwise directed by a court of competent jurisdiction, provided that if (x) such payment is a payment of the principal amount of any Syndicated
Loans or Letter of Credit Participations in respect of which that Defaulting Bank has not fully funded its appropriate share and (y) such Loans or Letter of Credit Participations were made at a time when the conditions set forth in §11
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Participations owed to, all non-Defaulting Banks on a pro rata basis prior to being applied to the
payment of any Loans of, or Letter of Credit Participations owed to, that Defaulting Bank (and any such amounts paid or payable to a Defaulting Bank that are applied to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to
this §5.14 shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto); 

  
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 (iii) such Defaulting Bank (x) shall be entitled to receive Facility
Fees only to extent allocable to the sum of (1) the outstanding amount of the Syndicated Loans funded by it and (2) its Commitment Percentage of the stated amount of Letters of Credit and Swing Line Loans for which it has provided cash
collateral or other credit support satisfactory to each Issuing Bank (in its sole discretion) and the Swing Line Bank (in its sole discretion)(and the Borrower shall (A) be required to pay to each Issuing Bank and the Swing Line Bank, as
applicable, the amount of such Facility Fee allocable to its fronting exposure arising from that Defaulting Bank and (B) not be required to pay the remaining amount of such fee that otherwise would have been required to have been paid to that
Defaulting Bank) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in §3.6; 
 (iv) for purposes of computing the amount of the obligation of each non-Defaulting Bank to acquire, refinance or fund participations in Letters of Credit or Swing
Line Loans hereunder, including, without limitation, under §3.1(c), the “Commitment Percentage” of each non-Defaulting Bank shall be computed without giving effect to the Commitment of that
Defaulting Bank using a fraction the numerator of which is the Commitment of such non-Defaulting Bank and the denominator of which is the aggregate Commitments of all
non-Defaulting Banks; provided, that, (A) the foregoing change in computation shall be given effect only if, at the date the applicable Bank becomes a Defaulting Bank, no Default or Event of
Default exists, and (B) the aggregate obligation of each non-Defaulting Bank to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive
difference, if any, of (1) the Commitment of that non-Defaulting Bank minus (2) the aggregate outstanding amount of the Syndicated Loans of that non-Defaulting
Bank; and 
 (v) immediately upon the request of the Administrative Agent, the Swing Line Bank or any Issuing
Bank and provided that such Defaulting Bank has not provided cash collateral or other credit support satisfactory to the Administrative Agent, the Swing Line Bank or each such Issuing Bank (in its sole discretion) (which each Bank hereby agrees to
provide in the event that it becomes a Defaulting Bank), the Borrower shall (A) first, prepay Swing Line Loans in an amount equal to the Swing Line Bank’s fronting exposure for the Defaulting Bank’s participation of in any outstanding
Swing Line Loans and (B) second, deliver to the Administrative Agent cash collateral or other credit support satisfactory to the Administrative Agent or each such Issuing Bank (in its sole discretion) (and the Borrower hereby grants to the
Administrative Agent a security interest therein) in an amount sufficient to cover the fronting exposure of such Persons for the Defaulting Bank’s participation in any outstanding Letters of Credit, in each case, after giving effect to the
reallocation of such exposure to the non-Defaulting Banks pursuant to clause (iv) above and any cash collateral or other credit support provided by the Defaulting Bank. 

  
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 If the Borrower, the Administrative Agent, the Swing Line Bank and the Issuing Banks agree in writing in
their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions
set forth therein (which may include arrangements with respect to any cash collateral or other credit support satisfactory to the Administrative Agent, the Swing Line Bank and each applicable Issuing Bank), such Bank will purchase such portion of
outstanding Syndicated Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the Syndicated Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be
held on a pro rata basis by the Banks in accordance with their Commitment Percentages (disregarding any portions not funded by other Defaulting Banks), whereupon such Bank will cease to be a Defaulting Bank; provided that no adjustments will
be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties,
no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank. 
 So long as any Bank is a Defaulting Bank, the Swing Line Bank shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no actual or potential fronting exposure with
respect to such Defaulting Bank after giving effect to such Swing Line Loan. 
 §6. REPRESENTATIONS AND WARRANTIES. The
Borrower (and the Guarantor, where applicable) represents and warrants to the Banks that: 
 §6.1. Corporate
Authority. 
 (a) Incorporation; Good Standing. The Borrower and each of its Significant Subsidiaries
(i) is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of formation, (ii) has all requisite corporate power to own its property and conduct its business as now conducted and as presently
contemplated, and (iii) is in good standing and is duly authorized to do business in each jurisdiction in which its property or business as presently conducted or contemplated makes such qualification necessary, except where a failure to be so
qualified could not reasonably be expected to have a Material Adverse Effect. 
 (b) Authorization. The
execution, delivery and performance of its Loan Documents and the transactions contemplated hereby and thereby (i) are within the corporate authority of the Borrower and the Guarantor, (ii) have been duly authorized by all necessary
corporate proceedings on the part of each of the Borrower and the Guarantor, (iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of the Borrower or the Guarantor
or any of their Subsidiaries is subject, (iv) do not contravene any judgment, order, writ, injunction, license or permit applicable to the Borrower, the Guarantor or any of their Subsidiaries so as to have a Material Adverse Effect, and
(v) do not conflict with any provision of the corporate charter or bylaws of the Borrower, the Guarantor or any Significant Subsidiary or any agreement or other instrument binding upon the Borrower, the Guarantor or any of their Significant
Subsidiaries, except for those conflicts with any such agreement or instrument which could not reasonably be expected to have a Material Adverse Effect. 

  
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 (c) Enforceability. The execution, delivery and performance of the
Loan Documents by the Borrower and the Guarantor will result in valid and legally binding obligations of the Borrower and the Guarantor enforceable against them in accordance with the respective terms and provisions hereof and thereof, except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights generally and general principles of equity. 

§6.2. Governmental and Other Approvals. The execution, delivery and performance of the Loan Documents by the Borrower and the
Guarantor and the consummation by the Borrower and the Guarantor of the transactions contemplated hereby and thereby do not require any approval or consent of, or filing with, any governmental agency or authority or other third party other than
those already obtained and those required after the date hereof in connection with the Borrower’s performance of the covenants contained in §§7, 8 and 9 hereof. 
 §6.3. Title to Properties; Leases. The Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet as at the Interim Balance Sheet Date or acquired since
that date (except property and assets (a) operated under Capital Leases, (b) sold or otherwise disposed of in the ordinary course of business since that date, or (c) consolidated in accordance with variable entity guidance in FASB ASC
810), subject to no Liens except Permitted Liens. 
 §6.4. Financial Statements; Solvency. 

(a) There have been furnished to the Banks consolidated balance sheets of the Borrower dated the Balance Sheet Date and
consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Interim Balance
Sheet Date and the related consolidated statements of operations for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of
any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present, in all material respects, the financial condition of the Borrower on a consolidated basis as at the close
of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end
adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries involving material amounts, known to the officers of the Borrower or the Guarantor, which have not been disclosed in said
balance sheets and the related notes thereto or otherwise in writing to the Banks. 

  
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 (b) The Borrower on a consolidated basis (both before and after giving
effect to the transactions contemplated by this Agreement) is solvent (i.e., it has assets having a fair value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and
has, and expects to have, the ability to pay its debts from time to time incurred in connection therewith as such debts mature. 

§6.5. No Material Changes, Etc. Since the Balance Sheet Date, there have been no material adverse changes in the consolidated
financial condition, business, assets or liabilities (contingent or otherwise) of the Borrower and its Subsidiaries, taken as a whole, other than changes in the ordinary course of business which have not had a Material Adverse Effect. 

§6.6. Franchises, Patents, Copyrights, Etc. The Borrower and each of its Subsidiaries possess all franchises, patents,
copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their business substantially as now conducted (other than those the absence of which would not have a Material Adverse
Effect) without known conflict with any rights of others other than a conflict which would not have a Material Adverse Effect. 

§6.7. Litigation. Except as set forth on Schedule 6.7 or in the Disclosure Documents, there are no actions, suits,
proceedings or investigations of any kind pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries before any court, tribunal or administrative agency or board which, either in any case or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. 
 §6.8. No Materially Adverse Contracts,
Etc. Neither the Borrower nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Borrower’s or such Subsidiary’s
officers has or could reasonably be expected in the future to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Borrower’s or its
Subsidiary’s officers has or could reasonably be expected to have any Material Adverse Effect, except as otherwise reflected in adequate reserves as required by GAAP. 
 §6.9. Compliance With Other Instruments, Laws, Etc. Neither the Borrower nor any of its Subsidiaries is (a) violating any provision of its charter documents or bylaws or
(b) violating any agreement or instrument to which any of them may be subject or by which any of them or any of their properties may be bound or any decree, order, judgment, or any statute, license, rule or regulation, in a manner which could
(in the case of such agreements or such instruments) reasonably be expected to result in a Material Adverse Effect. 

§6.10. Tax Status. The Borrower and its Subsidiaries have filed all federal, state, provincial and territorial income and all
other tax returns, reports and declarations (or obtained extensions with respect thereto) required by applicable law to be filed by them (unless and only to the extent that the Borrower or such Subsidiary has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes as required by GAAP); and have paid all taxes and other governmental assessments and charges (other than taxes, 

  
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assessments and other governmental charges imposed by jurisdictions other than the United States, Canada or any political subdivision thereof which in the aggregate are not material to the
financial condition, business or assets of the Borrower or such Subsidiary on an individual basis or of the Borrower on a consolidated basis) that are material in amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith; and, as required by GAAP, have set aside on their books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. Except to the extent contested in the manner permitted in the preceding sentence, there are no unpaid taxes in any material amount claimed by the taxing authority of any jurisdiction to be due and owing by the Borrower or any Subsidiary, nor
do the officers of the Borrower or any of its Subsidiaries know of any basis for any such claim. 
 §6.11. No Event of
Default. No Default or Event of Default has occurred hereunder and is continuing. 
 §6.12. Investment Company
Act. Neither the Borrower nor any of its Subsidiaries is a “registered investment company”, or an “affiliated company” or a “principal underwriter” of a “registered investment company”, as such terms are
defined in the Investment Company Act of 1940. 
 §6.13. Absence of Financing Statements, Etc. Except as permitted by
§8.1 of this Agreement, there is no Indebtedness senior to the Obligations, and except for Permitted Liens, there are no Liens, or any effective financing statement, security agreement, chattel mortgage, real estate mortgage or other document
filed or recorded with any filing records, registry, or other public office, which purports to cover, affect or give notice of any present or possible future Lien on any assets or property of the Borrower or any of its Subsidiaries or right
thereunder. 
 §6.14. Employee Benefit Plans. 

§6.14.1 In General. Each Employee Benefit Plan has been maintained and operated in material compliance with the provisions of
ERISA and, to the extent applicable, the Code, including but not limited to the provisions thereunder respecting prohibited transactions. Promptly upon the request of any Bank or the Administrative Agent, the Borrower will furnish to the
Administrative Agent the most recently completed annual report, Form 5500, with all required attachments, and actuarial statement required to be submitted under §103(d) of ERISA, with respect to each Guaranteed Pension Plan. 

§6.14.2 Terminability of Welfare Plans. Under each Employee Benefit Plan which is an employee welfare benefit plan within the
meaning of §3(1) or §3(2)(B) of ERISA, no benefits are due unless the event giving rise to the benefit entitlement occurs prior to plan termination (except as required by Title 1, Part 6 of ERISA). The Borrower or an ERISA Affiliate, as
appropriate, may terminate each such employee welfare benefit plan at any time (or at any time subsequent to the expiration of any applicable bargaining agreement) in the discretion of the Borrower or such ERISA Affiliate without material liability
to any Person. 

  
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 §6.14.3 Guaranteed Pension Plans. Each contribution required to be made to a
Guaranteed Pension Plan, whether required to be made to avoid a violation of the minimum funding standards under §§412 and 430 of the Code, the notice or lien provisions of §303(k) of ERISA, or otherwise, has been timely made. No
waiver of the minimum funding standards under §§412 and 430 of the Code or extension of amortization periods has been received with respect to any Guaranteed Pension Plan. No liability to the PBGC (other than required insurance premiums,
all of which have been paid) has been incurred by the Borrower or any ERISA Affiliate with respect to any Guaranteed Pension Plan (other than Terminated Plans) and there has not been any ERISA Reportable Event, or any other event or condition which
presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Other than with respect to the Terminated Plans, based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of
the date of this representation), and on the actuarial methods and assumptions employed for that valuation, each Guaranteed Pension Plan is in compliance with the minimum funding standards as set forth in §302 of ERISA and is not subject to any
restrictions concerning (i) providing shutdown or similar benefits, (ii) amendments to increase benefits, (iii) paying lump sums or (iv) continuing to accrue benefits, as described by the Pension Protection Act of 2006.

 §6.14.4 Multiemployer Plans. Except for liabilities that have been discharged prior to the Effective Date or as to
which accruals have been made in accordance with GAAP prior to the Effective Date as reflected in the Disclosure Documents, neither the Borrower nor any ERISA Affiliate has incurred any material liability (including secondary liability) to any
Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under §4201 of ERISA or as a result of a sale of assets described in §4204 of ERISA. Neither the Borrower nor any ERISA Affiliate has been
notified that any Multiemployer Plan is in reorganization or insolvent under and within the meaning of §4241 or §4245 of ERISA or that any Multiemployer Plan intends to terminate or has been terminated under §4041A of ERISA.

 §6.15. Environmental Compliance. The Borrower and its Subsidiaries have taken all steps that they have deemed
reasonably necessary to investigate the past and present condition and usage of the Real Property and the operations conducted by the Borrower and its Subsidiaries and, based upon such diligent investigation, have determined that, except as set
forth on Schedule 6.15 or in the Disclosure Documents: 
 (a) Neither the Borrower, its Significant
Subsidiaries, nor any operator of their properties, is in violation, or alleged violation, of any judgment, decree, order, law, permit, license, rule or regulation pertaining to environmental matters, including without limitation, those arising
under the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986
(“SARA”), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any applicable international, federal, state, provincial, territorial or local statute, regulation, ordinance, order or decree relating
to health, safety, waste transportation or disposal, or the environment (the “Environmental Laws”), which violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

  
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 (b) Except with respect to any such matters that could not reasonably be
expected to have a Material Adverse Effect, neither the Borrower nor any of its Significant Subsidiaries has received notice from any third party including, without limitation: any federal, state, provincial, territorial or local governmental
authority, (i) that any one of them has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40
C.F.R. Part 300 Appendix B; (ii) that any hazardous waste, as defined by 42 U.S.C. §6903(5), any hazardous substances as defined by 42 U.S.C. §9601(14), any pollutant or contaminant as defined by 42 U.S.C. §9601(33) or any toxic
substance, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws, excluding household hazardous waste (“Hazardous Substances”), which any one of them has generated, transported or disposed of, has
been found at any site at which a federal, state, provincial, territorial or local agency or other third party has conducted or has ordered that the Borrower or any of its Significant Subsidiaries conduct a remedial investigation, removal or other
response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, legal or administrative proceeding arising out of any third party’s incurrence of costs,
expenses, losses or damages of any kind whatsoever in connection with the Release of Hazardous Substances. 
 (c)
Except for those occurrences or situations that could not reasonably be expected to have a Material Adverse Effect, (i) no portion of the Real Property or other assets of the Borrower and its Significant Subsidiaries has been used for the
handling, processing, storage or disposal of Hazardous Substances except in accordance with applicable Environmental Laws; (ii) in the course of any activities conducted by the Borrower, its Significant Subsidiaries, or operators of the Real
Property or other assets of the Borrower and its Significant Subsidiaries, no Hazardous Substances have been generated or are being used on such properties except in accordance with applicable Environmental Laws; (iii) there have been no
unpermitted Releases or threatened Releases of Hazardous Substances on, upon, into or from the Real Property or other assets of the Borrower or its Significant Subsidiaries; and (iv) any Hazardous Substances that have been generated on the Real
Property or other assets of the Borrower or its Significant Subsidiaries have been transported offsite only by carriers having an identification number issued by the EPA, treated or disposed of only by treatment or disposal facilities maintaining
valid permits as required under applicable Environmental Laws, which transporters and facilities have been and are, to the Borrower’s knowledge, operating in compliance with such permits and applicable Environmental Laws. 

§6.16. Disclosure. No representation or warranty made by the Borrower or the Guarantor in this Agreement or in any agreement,
instrument, document, certificate, or financial statement furnished to the Banks or the Administrative Agent by or on behalf of or at the request of the Borrower and the Guarantor in connection with any of the transactions contemplated by the Loan
Documents contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, taken as a whole, not misleading in light of the circumstances in which they are made.


  
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 §6.17. Permits and Governmental Authority. All permits (other than those the
absence of which could not reasonably be expected to have a Material Adverse Effect) required for the construction and operation of all landfills currently owned or operated by the Borrower or any of its Significant Subsidiaries have been obtained
and remain in full force and effect and are not subject to any appeals or further proceedings or to any unsatisfied conditions that may allow material modification or revocation. Neither the Borrower nor any of its Subsidiaries, nor, to the
knowledge of the Borrower, the holder of such permits is in violation of any such permits, except for any violation which could not reasonably be expected to have a Material Adverse Effect. 

§6.18. Margin Stock. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Loans will be used to purchase or carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock in violation of Regulations T, U or X of the Board of Governors of the Federal Reserve System. 

§7. AFFIRMATIVE COVENANTS OF THE BORROWER. The Borrower agrees that, so long as any Obligation or Letter of Credit is outstanding or
the Banks have any obligation to make Loans or any Issuing Bank has any obligation to issue, extend or renew any Letter of Credit hereunder, or the Banks have any obligations to reimburse any Issuing Bank for drawings honored under any Letter of
Credit, it shall, and shall cause its Subsidiaries to, comply with the following covenants: 
 §7.1. Punctual
Payment. The Borrower will duly and punctually pay or cause to be paid the principal of and interest on the Loans, all Reimbursement Obligations, fees and other amounts provided for in this Agreement and the other Loan Documents, all in
accordance with the terms of this Agreement and such other Loan Documents. 
 §7.2. Maintenance of U.S. Office. The
Borrower will maintain its chief executive offices at Houston, Texas, or at such other place in the United States of America as the Borrower shall designate upon 30 days’ prior written notice to the Administrative Agent. 

§7.3. Records and Accounts. The Borrower will, and will cause each of its Subsidiaries to, keep true and accurate records and
books of account in which full, true and correct entries will be made in accordance with GAAP and with the requirements of all regulatory authorities and maintain adequate accounts and reserves for all taxes (including income taxes), depreciation,
depletion, obsolescence and amortization of its properties, all other contingencies, and all other proper reserves. 

§7.4. Financial Statements, Certificates and Information. The Borrower will deliver to the Banks: 

(a) as soon as practicable, but, in any event not later than 100 days after the end of each fiscal year of the Borrower,
the consolidated balance sheet of the Borrower as at the end of such year, consolidated statements of cash flows, and the related consolidated statements of operations, each setting forth in comparative form the figures


  
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for the previous fiscal year, all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP and, with respect to the consolidated financial statements,
certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the
Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any
Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; 

(b) as soon as practicable, but in any event not later than 60 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, copies of the consolidated balance sheet and statement of operations of the Borrower as at the end of such quarter, subject to year-end adjustments, and the
related consolidated statement of cash flows, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting
officer of the Borrower (the “CFO” or the “CAO”) that the consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in
all material respects, the consolidated financial condition of the Borrower as at the close of business on the date thereof and the results of operations for the period then ended, subject to year-end
adjustments and the exclusion of detailed footnotes; 
 (c) simultaneously with the delivery of the financial
statements referred to in (a) and (b) above, a certificate in the form of Exhibit D hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower
and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants
contained in §9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default,
the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; 

(d) promptly following the filing or mailing thereof, copies of all material of a financial nature filed with the
Securities and Exchange Commission or sent to the Borrower’s and its Subsidiaries’ stockholders generally; and 
 (e) from time to time such other financial data and other information as any of the Banks may reasonably request through the Administrative Agent. 

  
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 The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to
this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such
information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein. 

§7.5. Existence and Conduct of Business. The Borrower will, and will cause each Significant Subsidiary to, do or cause to be
done all things necessary to preserve and keep in full force and effect its existence, rights and franchises; and effect and maintain its foreign qualifications (except where the failure of the Borrower or any Significant Subsidiary to remain so
qualified could not reasonably be expected to have a Material Adverse Effect), licensing, domestication or authorization, except as any of the foregoing may be terminated by its Board of Directors in the exercise of its reasonable judgment;
provided that such termination could not reasonably be expected to have a Material Adverse Effect. The Borrower will not, and will cause its Subsidiaries not to, become obligated under any contract or binding arrangement which, at the time it
was entered into, could reasonably be expected to have a Material Adverse Effect. The Borrower will, and will cause each Subsidiary to, continue to engage primarily in any of the businesses now conducted by the Borrower and its Subsidiaries and in
related, complementary or supplemental businesses, and any additional businesses acquired pursuant to the terms of §8.4(a) hereunder. 
 §7.6. Maintenance of Properties. The Borrower will, and will cause its Significant Subsidiaries to, cause all material properties used or useful in the conduct of their businesses to be
maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment and cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all
as in the judgment of the Borrower and its Significant Subsidiaries may be necessary so that the businesses carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing
in this section shall prevent the Borrower or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties if such discontinuance is, in the judgment of the Borrower or such Subsidiary, desirable in the conduct
of its or their business and which could not reasonably be expected to have a Material Adverse Effect. 
 §7.7.
Insurance. The Borrower will, and will cause its Subsidiaries to, maintain insurance of the kinds, covering the risks (other than risks arising out of or in any way connected with personal liability of any officers and directors thereof) and in
the relative proportionate amounts usually carried by reasonable and prudent companies conducting businesses similar to that of the Borrower and its Subsidiaries, in amounts substantially similar to the existing coverage maintained by the Borrower
and its Subsidiaries. Such insurance shall be with financially sound and reputable insurance companies (including captive insurance companies), funds or underwriters, or may be pursuant to self-insurance plans. In addition, the Borrower will furnish
from time to time, upon the Administrative Agent’s request, a summary of the insurance coverage of the Borrower and its Subsidiaries, which summary shall be in form and substance satisfactory to the Administrative Agent and, if requested by the
Administrative Agent, will furnish to the Administrative Agent copies of the applicable policies. 

  
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 §7.8. Taxes. The Borrower will, and will cause its Subsidiaries to, duly pay and
discharge, or cause to be paid and discharged, before the same shall become overdue, all taxes, assessments and other governmental charges imposed upon it and its real properties, sales and activities, or any part thereof, or upon the income or
profits therefrom, as well as all claims for labor, materials, or supplies, which if unpaid might by law become a Lien upon any of its property; provided, however, that any such tax, assessment, charge, levy or claim need not be paid
if the failure to do so (either individually, or in the aggregate for all such failures) could not reasonably be expected to have a Material Adverse Effect and the validity or amount thereof shall currently be contested in good faith by appropriate
proceedings and if the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto as required by GAAP; and provided, further, that the Borrower or such Subsidiary will pay all such taxes,
assessments, charges, levies or claims prior to the foreclosure on any Lien which may have attached as security therefor. 

§7.9. Inspection of Properties, Books and Contracts. The Borrower will, and will cause its Significant Subsidiaries to, permit
the Administrative Agent or any Bank or any of their designated representatives, upon reasonable notice, to visit and inspect any of the properties of the Borrower and its Significant Subsidiaries, to examine the books of account of the Borrower and
its Significant Subsidiaries, or contracts (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Borrower and its Significant Subsidiaries with, and to be advised as to the same by, their
officers, all at such times and intervals as may be reasonably requested. 
 §7.10. Compliance with Laws, Contracts,
Licenses and Permits; Maintenance of Material Licenses and Permits. The Borrower will, and will cause each Subsidiary to, (i) comply with the provisions of its charter documents and by-laws;
(ii) comply with all agreements and instruments by which it or any of its properties may be bound except where noncompliance could not reasonably be expected to have a Material Adverse Effect; (iii) comply with all applicable laws and
regulations (including Environmental Laws), decrees, orders, judgments, licenses and permits, including, without limitation, all environmental permits (“Applicable Requirements”), except where noncompliance with such Applicable
Requirements could not reasonably be expected to have a Material Adverse Effect; (iv) maintain all operating permits for all landfills now owned or hereafter acquired, except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (v) dispose of hazardous waste only at licensed disposal facilities operating, to the Borrower’s knowledge, in compliance with Environmental Laws, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect. If at any time any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or any
Significant Subsidiary may fulfill any of its obligations hereunder or under any other Loan Document, the Borrower will immediately take or cause to be taken all reasonable steps within the power of the Borrower or such Significant Subsidiary to
obtain such authorization, consent, approval, permit or license and furnish the Banks with evidence thereof. 
 §7.11.
Environmental Indemnification. The Borrower covenants and agrees that it will indemnify and hold the Banks, the Issuing Banks and the Administrative Agent and their respective affiliates, and each of the representatives, agents and officers of
each of the foregoing, harmless from and against any and all claims, expense, damage, loss or liability incurred by the Banks, the Issuing Banks or the Administrative Agent (including all reasonable


  
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costs of legal representation incurred by the Banks, the Issuing Banks or the Administrative Agent) relating to (a) any Release or threatened Release of Hazardous Substances on the Real
Property; (b) any violation of any Environmental Laws or Applicable Requirements with respect to conditions at the Real Property or other assets of the Borrower or its Subsidiaries, or the operations conducted thereon; or (c) the
investigation or remediation of offsite locations at which the Borrower, any of its Subsidiaries, or their predecessors are alleged to have directly or indirectly Disposed of Hazardous Substances. It is expressly acknowledged by the Borrower that
this covenant of indemnification shall survive the payment of the Loans and Reimbursement Obligations and satisfaction of all other Obligations hereunder and shall inure to the benefit of the Banks, the Issuing Banks, the Administrative Agent and
their affiliates, successors and assigns. 
 §7.12. Further Assurances. The Borrower and the Guarantor will cooperate
with the Administrative Agent and execute such further instruments and documents as the Administrative Agent shall reasonably request to carry out to the Majority Banks’ satisfaction the transactions contemplated by this Agreement. 

§7.13. Notice of Potential Claims or Litigation. The Borrower shall deliver to the Banks written notice of the initiation of
any action, claim, complaint, investigation or any other notice of dispute or litigation against the Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect, or which questions the validity or
enforceability of any Loan Document, together with a copy of each such complaint or other notice received by the Borrower or any of its Subsidiaries if requested by the Administrative Agent within 30 days of receipt thereof or of the determination
that such action could reasonably be expected to have a Material Adverse Effect, whichever occurs later (and the Borrower will make such determination in each case as promptly as practicable). 

§7.14. Notice of Certain Events Concerning Environmental Claims. The Borrower will promptly, and in any event within ten
(10) Business Days of the Borrower’s obtaining knowledge thereof, notify the Banks in writing of any of the following events: 
 (i) the Borrower’s or any Significant Subsidiary’s obtaining knowledge of any violation of any Environmental Law regarding the Real Property or the Borrower’s or any Subsidiary’s
operations which violation could reasonably be expected to have a Material Adverse Effect; 
 (ii) the
Borrower’s or any Significant Subsidiary’s obtaining knowledge of any potential or known Release, or threat of Release, of any Hazardous Substance at, from, or into the Real Property which could reasonably be expected to have a Material
Adverse Effect; 
 (iii) the Borrower’s or any Significant Subsidiary’s receipt of any notice of any
material violation of any Environmental Law or of any Release or threatened Release of Hazardous Substances, including a notice or claim of liability or potential responsibility from any third party (including any federal, state, provincial,
territorial or local governmental officials) and including notice of any formal inquiry, proceeding, demand, investigation or other action with 

  
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regard to (A) the Borrower’s, any Significant Subsidiary’s or any Person’s operation of the Real Property, (B) contamination on, from, or into the Real Property, or
(C) investigation or remediation of offsite locations at which the Borrower, any Significant Subsidiary, or its predecessors are alleged to have directly or indirectly Disposed of Hazardous Substances, if any thereof could reasonably be
expected to have a Material Adverse Effect; or 
 (iv) the Borrower’s or any Significant Subsidiary’s
obtaining knowledge that any expense or loss has been incurred by any governmental authority in connection with the assessment, containment, removal or remediation of any Hazardous Substances with respect to which the Borrower or any Significant
Subsidiary has been alleged to be liable by such governmental authority or for which a Lien may be imposed on the Real Property by such governmental authority, if any thereof could reasonably be expected to have a Material Adverse Effect.

 §7.15. Notice of Default. The Borrower will promptly notify the Banks in writing of the occurrence of any Default
or Event of Default. If any Person shall give any notice or take any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Agreement or any other note, evidence of indebtedness, indenture or other
obligation evidencing indebtedness in excess of $75,000,000 as to which the Borrower or any of its Significant Subsidiaries is a party or obligor, whether as principal or surety, the Borrower shall promptly upon obtaining actual knowledge thereof
give written notice thereof to the Banks, describing the notice of action and the nature of the claimed default. 

§7.16. Use of Proceeds. The proceeds of the Loans shall be used for general corporate purposes, to provide working capital, to
backstop commercial paper, to provide letters of credit and as an extension and continuation of the Indebtedness of the Borrower and its Subsidiaries under the Existing Credit Agreement. After application of the proceeds of any Loan, not more than
25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) that are subject to any restriction on sale, pledge, or disposal under this Agreement will be represented by “margin
stock,” as defined in accordance with Regulation U issued by the Board of Governors of the Federal Reserve System, now or hereafter in effect. 
 §7.17. Certain Transactions. Except as disclosed in the Disclosure Documents prior to the Effective Date, and except for arm’s length transactions pursuant to which the Borrower or any
Subsidiary makes payments in the ordinary course of business, none of the officers, directors, or employees or any other affiliate of the Borrower or any Subsidiary are presently or shall be a party to any transaction with the Borrower or any
Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or
otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Borrower or any Subsidiary, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner. 

  
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 §8. NEGATIVE COVENANTS OF THE BORROWER. The Borrower agrees that, so long as any
Obligation or Letter of Credit is outstanding or the Banks have any obligation to make Loans or any Issuing Bank has any obligation to issue, extend or renew any Letter of Credit hereunder, or the Banks have any obligation to reimburse any Issuing
Bank for drawings honored under any Letter of Credit, it shall, and shall cause its Subsidiaries to, comply with the following covenants: 
 §8.1. Restrictions on Indebtedness. The Borrower will not permit any of its Subsidiaries to create, incur, assume, or be or remain liable, contingently or otherwise, with respect to any
Indebtedness, or to become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any
Indebtedness, in each case, of any other Person other than the Borrower or any of its Subsidiaries, other than: 
 (a)
Indebtedness of the Borrower’s Subsidiaries listed in Schedule 8.1(a), any extension, renewal or refinancing of such Indebtedness and any additional bonds issued and Capital Leases entered into from time to time after the Effective Date;
provided that (i) if such Indebtedness is an extension, renewal or refinancing of existing Indebtedness, the terms and conditions of any such extensions, renewals or refinancings shall not increase the relative priority of such
Indebtedness over the priority of the original Indebtedness, and (ii) in no event shall the aggregate outstanding principal amount of Indebtedness permitted by this §8.1(a) exceed the aggregate principal amount of the Indebtedness listed
on Schedule 8.1(a) that is outstanding on the Effective Date (plus transaction costs, including premiums and fees, related thereto); and 
 (b) other Indebtedness of the Borrower’s Subsidiaries (other than of the Guarantor) provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of
Indebtedness permitted under this §8.1(b), plus (ii) the aggregate outstanding principal amount of secured Indebtedness of the Borrower and its Subsidiaries permitted under subsections (k), (l) and (m) of the definition of
“Permitted Liens”, plus (iii) the aggregate amount of Indebtedness with respect to outstanding Permitted Receivables Transactions (determined in accordance with the proviso to the definition of “Indebtedness”), shall
not exceed 15% of Consolidated Tangible Assets at any time. 
 §8.2. Restrictions on Liens. The Borrower will not,
and will cause its Subsidiaries not to, create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits
therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or
acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or suffer to exist for a period of more than 30 days after the same
shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise
transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. 

  
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 The Borrower and the Guarantor covenant and agree that if either of them or any of their
Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower
and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other
Indebtedness shall be so secured; provided that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other
Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the
Guaranteed Obligations hereunder. 
 §8.3. Restrictions on Investments. Except to the extent provided in §8.4,
neither the Borrower nor any Subsidiary may make or permit to exist or to remain outstanding any Investment, other than Investments in Cash Equivalents unless both before and after giving effect thereto (i) the Borrower and its Subsidiaries are
in compliance with the covenants set forth in §§7, 8 and 9 hereof and (ii) there does not exist a Default or Event of Default and no Default or Event of Default would be created by the making of such Investment; provided that
the aggregate amount of all Investments (excluding Investments in Cash Equivalents), does not exceed 15% of Consolidated Tangible Assets; and provided further that the ability of the Subsidiaries of the Borrower to incur any
Indebtedness in connection with any Investment permitted by this §8.3 shall be governed by §8.1. 
 §8.4.
Mergers, Consolidations, Sales. 
 (a) Neither the Borrower nor any Subsidiary shall be a party to any
merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the Guarantor shall be the survivor of any merger with any other Subsidiary or a
Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or
substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as otherwise provided in §8.3 or this §8.4. Notwithstanding the foregoing, the Borrower
and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction
will not otherwise create a Default or an Event of Default hereunder; and (ii) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or
(B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Borrower or
its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed a total
aggregate amount of $400,000,000 during the term of this Agreement. 

  
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Notwithstanding anything herein to the contrary, the ability of the Subsidiaries of the Borrower to incur any Indebtedness in connection with any transaction permitted pursuant to this §8.4
shall be governed by §8.1. 
 (b) Neither the Borrower nor any Subsidiary shall sell, transfer, convey or
lease any assets or group of assets, including the sale or transfer of any property owned by the Borrower or any Subsidiary in order then or thereafter to lease such property or lease other property which the Borrower or such Subsidiary intends to
use for substantially the same purpose as the property being sold or transferred, or sell or assign, with or without recourse, any receivables, except (i) transfers of real or personal property among Subsidiaries of the Borrower, (ii) so
long as no Default or Event of Default has occurred and is continuing, or would result therefrom, sales of assets or pursuant to a sale-leaseback transaction; provided that any net cash proceeds from any such sale or sale-leaseback shall,
within 180 days, either be used to pay down outstanding Loans under this Agreement or be reinvested by such Person in assets of the business of the Borrower and its Subsidiaries, used for working capital, invested in Investments in accordance with
the provisions of §8.3 or used for other general corporate purposes, (iii) sales of accounts receivable (and contract rights, general intangibles or chattel paper related thereto) more than sixty (60) days past due sold or assigned in
the ordinary course of collecting past due accounts, or (iv) pursuant to a Permitted Receivables Transaction. 

§8.5. Restricted Distributions and Redemptions. Neither the Borrower nor any of its Subsidiaries will (a) declare or pay
any Distributions, or (b) redeem, convert, retire or otherwise acquire shares of any class of its capital stock (other than in connection with a merger permitted by §8.4 hereof or conversion into another form of equity of any preferred
shares of the Borrower existing as of the Effective Date pursuant to the terms thereof), unless at the time of such Distribution or redemption no Default or Event of Default exists or would be created hereunder. Notwithstanding the above, any
Subsidiary may make Distributions to the Borrower and the Borrower agrees that neither the Borrower nor any Significant Subsidiary will enter into any agreement restricting Distributions from such Significant Subsidiary to the Borrower. 

§8.6. Employee Benefit Plans. None of the Borrower, any of its Subsidiaries, or any ERISA Affiliate will: 

(a) engage in any “prohibited transaction” within the meaning of §406 of ERISA or §4975 of the Code
which could result in a material liability for the Borrower on a consolidated basis; or 
 (b) permit any
Guaranteed Pension Plan to be in “at risk” status or subject to the notice and lien provisions described in §303 of ERISA, whether or not a minimum funding waiver has been granted; or 

(c) fail to contribute to any Guaranteed Pension Plan to an extent which, or terminate any Guaranteed Pension Plan in a
manner which, could result in the imposition of a lien or encumbrance on the assets of the Borrower or the Guarantor pursuant to §303 or §4068 of ERISA; or 

  
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 (d) permit or take any action which would result in the aggregate benefit
liabilities (within the meaning of §4001 of ERISA), other than with respect to the Terminated Plans, of all Guaranteed Pension Plans exceeding the value of the aggregate assets of such Guaranteed Pension Plans, disregarding for this purpose the
benefit liabilities and assets of any such Guaranteed Pension Plan with assets in excess of benefit liabilities. 
 The Borrower
and its Subsidiaries will (i) promptly upon the request of any Bank or the Administrative Agent, furnish to the Banks a copy of the most recent actuarial statement required to be submitted under §103(d) of ERISA and Annual Report, Form
5500, with all required attachments, in respect of each Guaranteed Pension Plan, and (ii) promptly upon receipt or dispatch, furnish to the Banks any notice, report or demand sent or received in respect of a Guaranteed Pension Plan under
§§302, 303, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan, under §§4041A, 4202, 4219, 4242 or 4245 of ERISA. 
 §9. FINANCIAL COVENANTS OF THE BORROWER. The Borrower agrees that, so long as any Obligation or Letter of Credit is outstanding or the Banks have any obligation to make Loans or any
Issuing Bank has any obligation to issue, extend or renew any Letter of Credit hereunder, or the Banks have any obligation to reimburse any Issuing Bank for drawings honored under any Letter of Credit, it shall comply with the following covenants:

 §9.1. Interest Coverage Ratio. As of the end of any fiscal quarter of the Borrower, the Borrower will not permit
the ratio of (a) EBIT for the four fiscal quarters then ending to (b) Consolidated Total Interest Expense for such period to be less than 2.75:1.00. 
 §9.2. Total Debt to EBITDA. As of the end of any fiscal quarter of the Borrower, the Borrower will not permit the ratio of (a) Total Debt to (b) EBITDA for the four fiscal quarters
then ending to exceed (i) for each fiscal quarter of the Borrower ending before September 30, 2015, 3.75:1.00, and (ii) for each fiscal quarter of the Borrower ending on or after September 30, 2015, 3.50:1.00. 

§10. CONDITIONS PRECEDENT. 
 §10.1. Conditions To Effectiveness. The effectiveness of this Agreement as an amendment and restatement of the Existing Credit Agreement shall be subject to the satisfaction of each of the
following conditions precedent on or before July 30, 2013: 
 §10.1.1 Corporate Action. All corporate action
necessary for the valid execution, delivery and performance by the Borrower and the Guarantor of the Loan Documents shall have been duly and effectively taken, and evidence thereof certified by authorized officers of the Borrower and the Guarantor
and satisfactory to the Administrative Agent shall have been provided to the Banks. 
 §10.1.2 Loan Documents, Etc.
Each of the Loan Documents and other documents listed on the closing agenda shall have been duly and properly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect in a form satisfactory to the
Majority Banks. 

  
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 §10.1.3 Certified Copies of Charter Documents. The Banks shall have received
from each of the Borrower and the Guarantor, certified by a duly authorized officer of such Person to be true and complete on the Effective Date, (a) its charter or other incorporation documents, (b) its
by-laws and (c) good standing certificates and such foreign qualifications as may be requested by the Administrative Agent. 
 §10.1.4 Incumbency Certificate. The Banks shall have received an incumbency certificate, dated as of the Effective Date, signed by duly authorized officers of the Borrower and the Guarantor
giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign the Loan Documents on behalf of the Borrower and the Guarantor; (b) to make Syndicated Loan Requests and Letter of Credit Requests;
(c) to make Competitive Bid Quote Requests; and (d) to give notices and to take other action on the Borrower’s or the Guarantor’s behalf under the Loan Documents. 

§10.1.5 Summary of Insurance. The Administrative Agent shall have received a summary of the insurance coverage of the
Borrower and its Subsidiaries of the type described in §7.7. 
 §10.1.6 Opinion of Counsel. The Banks shall
have received a favorable legal opinion from the Vice President and Assistant General Counsel of the Borrower and the Guarantor addressed to the Banks, dated the Effective Date, in form and substance satisfactory to the Administrative Agent, and a
favorable legal opinion of McGuireWoods LLP, special New York counsel to the Administrative Agent, dated the Effective Date, as to the validity and binding effect of this Agreement. 

§10.1.7 Satisfactory Financial Condition. Other than as disclosed in the Disclosure Documents, no material adverse change
shall have occurred in the financial condition, results of operations, business, properties or prospects of the Borrower and its Subsidiaries, taken as a whole, since the Balance Sheet Date. 

§10.1.8 Payment of Closing Fees. The Borrower shall have paid the agreed-upon closing fees to the Administrative Agent and
Banks. 
 §10.1.9 Closing Certificate. The Borrower shall have delivered to the Administrative Agent a certificate,
dated as of the Effective Date, stating that, as of such date (a) the representations and warranties set forth herein and in the other Loan Documents are true and correct, and (b) no Default or Event of Default has occurred and is
continuing. 
 §10.1.10 USA Patriot Act. The Borrower shall have delivered all documentation and other information
that the Administrative Agent or any Bank requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. 

Without limiting the generality of the provisions of the last paragraph of §15.2, for purposes of determining compliance with the
conditions specified in this §10, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Effective Date specifying its objection thereto. 

  
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 §11. CONDITIONS TO ALL LOANS. The obligations of the Banks to make or continue for an
additional Interest Period in accordance with §2.7 any Loan and the obligation of any Issuing Bank to issue, extend, or renew any Letter of Credit at the time of and subsequent to the Effective Date is subject to the following conditions
precedent: 
 §11.1. Representations True. The Borrower shall have certified to the Administrative Agent and the
Banks that each of the representations and warranties of the Borrower and the Guarantor (as applicable) contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement, other than the
representation and warranty in §6.5 hereof, is true as of the date as of which they were made and shall also be true at and as of the time of the making of such Loan or the issuance, extension, or renewal of any Letter of Credit, as applicable,
with the same effect as if made at and as of that time (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and changes occurring in the ordinary course of business which either individually or in
the aggregate do not result in a Material Adverse Effect, and to the extent that such representations and warranties relate expressly and solely to an earlier date). 
 §11.2. Performance; No Event of Default. The Borrower shall have performed and complied with all terms and conditions herein required to be performed or complied with by it prior to or at the
time of the making of any Loan or the issuance, extension or renewal of any Letter of Credit, and at the time of the making of any Loan or the issuance, renewal or extension of any Letter of Credit there shall exist no Default or Event of Default or
condition which would result in a Default or an Event of Default upon consummation of such Loan or issuance, extension, or renewal of any Letter of Credit, as applicable. Each request for a Loan or for issuance, extension or renewal of a Letter of
Credit shall constitute certification by the Borrower that the condition specified in this §11.2 will be duly satisfied on the date of such Loan or Letter of Credit issuance, extension or renewal. 

§11.3. Proceedings and Documents. All proceedings in connection with the transactions contemplated by this Agreement shall
have been taken and all documents incident thereto shall have been delivered to the Banks as of the date of the making of any extension of credit in substance and in form satisfactory to the Banks, including without limitation a Syndicated Loan
Request or a Letter of Credit Request and the Banks shall have received all information and such counterpart originals or certified or other copies of such documents as the Banks may reasonably request. 

  
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 §12. EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT. 

§12.1. Events of Default and Acceleration. If any of the following events (“Events of Default” or, if the giving of
notice or the lapse of time or both is required, then, prior to such notice and/or lapse of time, “Defaults”) shall occur: 
 (a) if the Borrower shall fail to pay any principal of the Loans when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date
fixed for payment; 
 (b) if the Borrower shall fail to pay any interest or fees or other amounts owing hereunder
(other than those specified in subsection (a) above) within five (5) Business Days after the same shall become due and payable whether at the Maturity Date or any accelerated date of maturity or at any other date fixed for payment;

 (c) if the Borrower shall fail to comply with any of the covenants contained in §§7.4, 7.5, 7.15,
7.16, 8 and 9 hereof; 
 (d) if the Borrower shall fail to perform any term, covenant or agreement contained
herein or in any of the other Loan Documents (other than those specified in subsections (a), (b), and (c) above) and such failure shall not be remedied within 30 days after written notice of such failure shall have been given to the Borrower by
the Administrative Agent or any of the Banks; 
 (e) if any representation or warranty contained in this
Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall prove to have been false in any material respect upon the date when made or repeated; 

(f) if the Borrower or any of its Subsidiaries shall fail to pay when due, or within any applicable period of grace, any
Indebtedness or obligations under Swap Contracts in an aggregate amount greater than $75,000,000, or fail to observe or perform any material term, covenant or agreement contained in any one or more agreements by which it is bound, evidencing or
securing any Indebtedness or obligations under Swap Contracts in an aggregate amount greater than $75,000,000 for such period of time as would permit, or would have permitted (assuming the giving of appropriate notice if required) the holder or
holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or terminate its commitment with respect thereto; 
 (g) if the Borrower, the Guarantor or any Significant Subsidiary makes an assignment for the benefit of creditors, or admits in writing its inability to pay or generally fails to pay its debts as they
mature or become due, or petitions or applies for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower, the Guarantor or any Significant Subsidiary, or of any substantial part of the assets of the Borrower, the
Guarantor or any Significant Subsidiary or commences any case or other proceeding relating to the Borrower, the Guarantor or any Significant Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution
or liquidation or similar law of any jurisdiction, now or hereafter in effect, or takes any action to authorize or in furtherance of any of the foregoing, or if any such petition or application is filed or any such case or other proceeding is
commenced against the Borrower, the Guarantor or any Significant Subsidiary or the Borrower, the Guarantor or any Significant Subsidiary indicates its approval thereof, consent thereto or acquiescence therein; 

  
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 (h) if a decree or order is entered appointing any such trustee, custodian,
liquidator or receiver or adjudicating the Borrower or the Guarantor or any Significant Subsidiary bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the
Borrower or the Guarantor or any Significant Subsidiary in an involuntary case under federal bankruptcy laws of any jurisdiction as now or hereafter constituted; 

(i) if there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty days, whether or not
consecutive, any final judgment against the Borrower or any Subsidiary which, with other outstanding final judgments against the Borrower and its Subsidiaries, exceeds in the aggregate $50,000,000 after taking into account any undisputed insurance
coverage; 
 (j) if, with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred
and the Banks shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower or any Subsidiary to the PBGC or such Plan in an aggregate amount exceeding $50,000,000 and such
event in the circumstances occurring reasonably could constitute grounds for the partial or complete termination of such Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan; or
a trustee shall have been appointed by the appropriate United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Plan; 

(k) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with
the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on
behalf of the Borrower, the Guarantor, or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or
ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; or 
 (l) if any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 25% or more of the outstanding shares of common voting stock of the Borrower; or during any period of twelve consecutive calendar
months, individuals who were directors of the Borrower on the first day of such period (together with any new directors whose election by such board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a
majority of the directors still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) shall cease to constitute a majority of the board of directors of the
Borrower; 

  
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then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower, declare
all amounts owing with respect to this Agreement and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest, notice of intent to
accelerate, notice of acceleration to the extent permitted by law or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in §12.1(g) or 12.1(h) with
respect to the Borrower or the Guarantor, all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Administrative Agent or any Bank. Upon demand by the Majority Banks after the occurrence
of any Event of Default, the Borrower shall immediately provide to the Administrative Agent cash in an amount equal to the aggregate Maximum Drawing Amount to be held by the Administrative Agent as collateral security for the Reimbursement
Obligations. 
 §12.2. Termination of Commitments. If any Event of Default pursuant to §§ 12.1(g) or
12.1(h) hereof shall occur with respect to the Borrower or the Guarantor, any unused portion of the Total Commitment hereunder shall forthwith terminate and the Banks and the Issuing Banks shall be relieved of all obligations to make Loans or to
issue, extend or renew Letters of Credit hereunder; or if any other Event of Default shall occur, the Majority Banks may by notice to the Borrower terminate the unused portion of the Total Commitment hereunder, and, upon such notice being given,
such unused portion of the Total Commitment hereunder shall terminate immediately and the Banks and the Issuing Banks shall be relieved of all further obligations to make Loans or to issue, extend or renew Letters of Credit hereunder. No termination
of any portion of the Total Commitment hereunder shall relieve the Borrower of any of its existing Obligations to the Banks, the Issuing Banks or the Administrative Agent hereunder or elsewhere. 

§12.3. Remedies. In case any one or more of the Events of Default shall have occurred and be continuing, and whether or not
the Banks shall have accelerated the maturity of the Loans and other Obligations pursuant to §12.1, each Bank, upon notice to the other Banks, if owed any amount with respect to the Loans or the Reimbursement Obligations, may proceed to protect
and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which
the Obligations to such Bank are evidenced, including, without limitation, as permitted by applicable law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed
to enforce the payment thereof or any legal or equitable right of such Bank, any recovery being subject to the terms of §29 hereof. No remedy herein conferred upon any Bank or the Administrative Agent or the holder of any Note is intended to be
exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law. 

§13. SETOFF. During the continuance of an Event of Default, any deposits or other sums credited by or due from any Bank to the
Borrower and any securities or other property of the Borrower in the possession of such Bank may be applied to or set off against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or
to 

  
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become due, now existing or hereafter arising, of the Borrower to the Banks or the Administrative Agent. Any amounts set off with respect to the Obligations shall, except to the extent §5.14
applies, be distributed ratably in accordance with §29 among all of the Banks by the Bank setting off such amounts. If any Bank fails to share such setoff ratably, the Administrative Agent shall have the right to withhold such Bank’s share
of the Borrower’s payments until each of the Banks shall have, in the aggregate, received a pro rata repayment. 
 §14.
EXPENSES. Whether or not the transactions contemplated herein shall be consummated, the Borrower hereby promises to reimburse the Administrative Agent and the Lead Arrangers for all reasonable out-of-pocket fees and disbursements (including all reasonable attorneys’ fees) incurred or expended in connection with the syndication, preparation, filing or recording, or interpretation of this
Agreement, the other Loan Documents, or any amendment, modification, approval, consent or waiver hereof or thereof. The Borrower further promises to reimburse the Administrative Agent and the Banks for all reasonable
out-of-pocket fees and disbursements (including all reasonable legal fees and the allocable cost of in-house attorneys’
fees) incurred or expended in connection with the enforcement of any Obligations or the satisfaction of any indebtedness of the Borrower hereunder or under any other Loan Document, or in connection with any litigation, proceeding or dispute
hereunder in any way related to the credit hereunder. The Borrower also promises to pay the Administrative Agent all reasonable out-of-pocket fees and disbursements,
incurred or expended in connection with the Competitive Bid Loan procedure under §4 hereof. 
 §15. THE AGENTS.

 §15.1. Authorization and Action. Each Bank hereby irrevocably appoints Bank of America as Administrative Agent
hereunder and authorizes Bank of America to take such action as Administrative Agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof and thereof, together with such
powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement and the other Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be
required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Banks (or, when expressly required hereby, all of the Banks), and such instructions shall be
binding upon all Banks; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or the other Loan
Documents or applicable law. 
 §15.2. Administrative Agent’s Reliance, Etc. Neither the Administrative Agent
nor any of its directors, officers, agents or employees shall be liable to any of the Banks for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own
gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts
selected by it and shall not be liable to the Banks for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) shall not be subject to any fiduciary or other
implied duties, 

  
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regardless of whether a Default has occurred and is continuing; (iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to the Borrower or any of its affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its affiliates in any capacity;
(iv) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents;
(v) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of the Borrower or the Guarantor (or as to the
contents of any certificate, report or other document delivered hereunder or thereunder) or to inspect the property (including the books and records) of the Borrower or the Guarantor or any of their Subsidiaries, and shall not be deemed to have
knowledge or notice of any Default or Event of Default unless and until it shall have received, at its office specified in §22, a notice describing the same and entitled “Notice of Default”; (vi) shall not be responsible to any
Bank for the due execution (other than its own), legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any related agreement, instrument or document furnished pursuant hereto; and (vii) shall incur no
liability to the Banks under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or
sent by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Bank or an Issuing Bank, the
Administrative Agent may presume that such condition is satisfactory to such Bank or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Bank or Issuing Bank prior to the making of such Loan or the
issuance of such Letter of Credit. 
 §15.3. Bank of America and Affiliates. With respect to its Commitment, Bank of
America shall have the same rights and powers under this Agreement and under the other Loan Documents as any other Bank and may exercise the same as though it were not the Administrative Agent, and the term “Bank” or “Banks”
shall, unless otherwise expressly indicated, include Bank of America in its individual capacity. Bank of America and its Bank Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of
business with, the Borrower, the Guarantor, any of their Subsidiaries and any Person who may do business with or own securities of the Borrower, the Guarantor, or any such Subsidiary, all as if Bank of America were not the Administrative Agent and
without any duty to account therefor to the Banks. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. To the extent any such rights or powers are delegated to a sub-agent, the Administrative Agent shall remain responsible for
such sub-agent’s performance or exercise of such duties, rights and powers; provided, that the exculpatory provisions of this Agreement (including the provisions in §15) shall apply to any such sub-agent. 
 §15.4. Bank Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Bank and based on the financial statements referred to in §6.4 and such other documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and 

  
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the other Loan Documents. Each Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Bank and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents. 
 §15.5. Indemnification. The Banks agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective amounts of their Commitments
as most recently in effect at the time such indemnity is sought, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits and reasonable costs, expenses and disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents or any action taken or omitted by the Administrative Agent under this
Agreement or the other Loan Documents, provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative
Agent’s gross negligence or willful misconduct or from a material breach by the Administrative Agent of its obligations under this Agreement or under any other Loan Document, as determined by a court of competent jurisdiction. Without limiting
the foregoing, each Bank agrees to reimburse the Administrative Agent promptly upon demand for its ratable share as aforesaid of any reasonable out of pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement and the other Loan Documents, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. 
 §15.6. Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Borrower and may be removed at any time with or
without cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent that, unless a Default or Event of Default shall have occurred and then be continuing, is
reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 45 days after the retiring Administrative Agent’s giving of notice
of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank, financial
institution, trust company or similar entity regularly engaged in the business of administering syndicated loans and which successor Administrative Agent shall be organized under the laws of the United States of America or of any State thereof and
have total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no such qualifying Person has accepted such appointment, then (x) such resignation shall nonetheless
become effective in accordance with such notice and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (y) the Borrower may appoint a successor Administrative
Agent to act until replaced by a successor Administrative Agent that is appointed by the Majority Banks (which successor Administrative Agent appointed by the Borrower shall be a commercial bank, financial institution, trust company or similar
entity regularly engaged in the business of 

  
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administering syndicated loans that is organized under the laws of the United States of America or of any State thereof and have total assets of at least $1,000,000,000). Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents (if not already discharged therefrom as provided above in this Section). After any retiring
Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this §15 and §16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement. 
 §15.7. Lead Arrangers, Etc. The parties identified on the cover hereof as Lead Arrangers and
Joint Bookrunners, Documentation Agents and Co- Documentation Agents shall have no obligations or liabilities under this Agreement and the other Loan Documents. 

§15.8. Documents. The Administrative Agent will forward to each Bank, promptly after receipt thereof, a copy of each notice or
other document furnished to the Administrative Agent for such Bank hereunder; provided, however, that, notwithstanding the foregoing, the Administrative Agent may furnish to the Banks a monthly summary with respect to Letters of Credit
issued hereunder in lieu of copies of the related Letter of Credit Applications. 
 §15.9. Action by the Banks, Consents,
Amendments, Waivers, Etc. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Bank in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the
Issuing Banks and the Banks hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower or the Guarantor therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b) of this section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Bank or the Issuing Bank may have had
notice or knowledge of such Default or Event of Default at the time. 
 (b) Except as otherwise provided in
§3.1(a) hereof with respect to Schedule 3.1, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Majority
Banks or by the Borrower and the Administrative Agent with the consent of the Majority Banks; provided that no such agreement shall (i) increase the Commitment of any Bank without the written consent of such Bank; (ii) reduce the
principal amount of any Loan or Reimbursement Obligations, or reduce the rate of interest on the Loans or reduce any fees payable hereunder, without the written consent of each Bank affected thereby; (iii) postpone the date of any payment of
the principal 

  
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amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Bank affected thereby; (iv) release the Borrower from its Obligations or the Guarantor from its Guaranteed Obligations hereunder without the written consent of each Bank; (v) modify
§29(a) without the written consent of each Bank; or (vi) change any of the provisions of this §15.9 or any provision of this Agreement requiring action by all the Banks, or the percentage of Banks constituting “Majority
Banks”, without the written consent of each Bank; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Swing Line Bank or any Issuing Bank hereunder without
the prior written consent of the Administrative Agent, the Swing Line Bank or the Issuing Banks, as the case may be. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment,
waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks or each affected Bank may be effected with the consent of the applicable Banks other than Defaulting Banks), except that
(x) the Commitment of any Defaulting Bank may not be increased or extended without the consent of such Bank and (y) any waiver, amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects
any Defaulting Bank disproportionately adversely than other affected Banks shall require the consent of such Defaulting Bank. 
 §16.
INDEMNIFICATION. The Borrower agrees to indemnify and hold harmless the Banks, the Issuing Banks, the Lead Arrangers and the Administrative Agent and their affiliates, as well as their and their affiliates’ shareholders, directors,
agents, officers, subsidiaries and affiliates, from and against all damages, losses, settlement payments, obligations, liabilities, claims, suits, penalties, assessments, citations, directives, demands, judgments, actions or causes of action,
whether statutorily created or under the common law, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an indemnified party by reason of or resulting from the transactions contemplated hereby, except any of
the foregoing which result from the gross negligence or willful misconduct of such indemnified party or a material breach of the obligations of such indemnified party under this Agreement or under any other Loan Document, as determined by a court of
competent jurisdiction. In any investigation, enforcement matter, proceeding or litigation, or the preparation therefor, the Banks, the Issuing Banks, the Lead Arrangers and the Administrative Agent shall be entitled to select their own counsel and,
in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel (including the non-duplicative allocated cost of internal counsel), and settlement
costs. In the event of the commencement of any such proceeding or litigation against the Banks or Administrative Agent by third parties, the Borrower shall be entitled to participate in such proceeding or litigation with counsel of their choice at
their expense. In the case of an investigation, litigation or proceeding to which the indemnity in this §16 applies, such indemnity shall be effective, subject to the limitations herein, whether or not such investigation, litigation or
proceeding is brought by the Borrower, the Borrower’s equityholders, affiliates or creditors or such an indemnified party, whether or not such indemnified party is otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated. The covenants of this §16 shall survive payment or satisfaction of payment of amounts owing with respect to any Note or the Loans and 

  
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satisfaction of all the Obligations hereunder and under the Loan Documents, IT BEING THE INTENT OF THE PARTIES HERETO THAT ALL SUCH INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR ORDINARY
SOLE, COMPARATIVE OR CONTRIBUTORY NEGLIGENCE. WITHOUT LIMITATION OF THE FOREGOING, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY IN RESPECT OF ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ASSERTED BY SUCH OTHER PARTY WITH RESPECT TO THE MATTERS
CONTEMPLATED BY THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY USE MADE OR TO BE MADE WITH THE PROCEEDS OF ANY CREDIT EXTENSION HEREUNDER OR THEREUNDER. 
 §17. WITHHOLDING TAXES. The Borrower hereby agrees that: 
 (a) Any and all payments made by the Borrower hereunder shall be made free and clear of, and without deduction for, any and all present or future taxes, levies, fees, duties, imposts, deductions, charges
or withholdings of any nature whatsoever, excluding, in the case of each of the Administrative Agent and each of the Banks (including, without limitation, the Issuing Banks), (i) taxes imposed on, or measured by, its net income or profits,
(ii) franchise taxes imposed on it, (iii) taxes imposed by any jurisdiction as a direct consequence of it, or any of its affiliates, having a present or former connection with such jurisdiction, including, without limitation, being
organized, existing or qualified to do business, doing business or maintaining a permanent establishment or office in such jurisdiction, (iv) taxes imposed by reason of its failure to comply with any applicable certification, identification,
information, documentation or other reporting requirement, and (v) any United States Federal withholding taxes imposed under FATCA (all such non-excluded taxes being hereinafter referred to as
“Indemnifiable Taxes”). In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Indemnifiable Taxes pursuant to any applicable law, or governmental rule or
regulation, then the Borrower will (i) direct to the relevant taxing authority the full amount required to be so withheld or deducted, (ii) forward to the Administrative Agent for delivery to the applicable Bank an official receipt or
other documentation satisfactory to the Administrative Agent and the applicable Bank evidencing such payment to such taxing authority, and (iii) direct to the Administrative Agent for the account of the relevant Banks such additional amount or
amounts as is necessary to ensure that the net amount actually received by each relevant Bank will equal the full amount such Bank would have received had no such withholding or deduction (including any Indemnifiable Taxes on such additional
amounts) been required. Moreover, if any Indemnifiable Taxes are directly asserted against the Administrative Agent or any Bank with respect to any payment received by the Administrative Agent or such Bank by reason of the Borrower’s failure to
properly deduct and withhold such Indemnifiable Taxes from such payment, the Administrative Agent or such Bank may pay such Indemnifiable Taxes and the Borrower will promptly pay all such additional amounts (including any penalties, interest or
reasonable expenses) as is necessary in order that the net amount received by such Person after the payment of such Indemnifiable Taxes (including any Indemnifiable Taxes on such additional amount) shall equal the amount such Person would have
received had not such Indemnifiable Taxes been asserted; provided that the Administrative Agent or such Bank, as the case may be, agrees to use commercially 

  
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reasonable efforts, at the expense of the Borrower, to contest or otherwise challenge such Indemnifiable Taxes if the Administrative Agent or such Bank, as applicable, determines in good faith
that a reasonable basis exists to do so. Any such payment shall be made promptly after the receipt by the Borrower from the Administrative Agent or such Bank, as the case may be, of a written statement setting forth in reasonable detail the amount
of the Indemnifiable Taxes and the basis of the claim. 
 (b) The Borrower shall pay any present or future stamp
or documentary taxes or any other excise or any other similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document (“Other
Taxes”). 
 (c) The Borrower hereby indemnifies and holds harmless the Administrative Agent and each Bank
for the full amount of Indemnifiable Taxes or Other Taxes (including, without limitation, any Indemnifiable Taxes or Other Taxes imposed on amounts payable under this §17) paid by the Administrative Agent or such Bank, as the case may be, and
any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, by reason of the Borrower’s failure to properly deduct and withhold Indemnifiable Taxes pursuant to paragraph (a) above or to
properly pay Other Taxes pursuant to paragraph (b) above. Any indemnification payment from the Borrower under the preceding sentence shall be made promptly after receipt by the Borrower from the Administrative Agent or Bank of a written
statement setting forth in reasonable detail the amount of such Indemnifiable Taxes or such Other Taxes, as the case may be, and the basis of the claim. 
 (d) If the Borrower pays any amount under this §17 to the Administrative Agent or any Bank and such payee knowingly receives a refund or tax credit in respect of any taxes with respect to which such
amount was paid, the Administrative Agent or such Bank, as the case may be, shall remit to the Borrower, promptly following the receipt thereof by such payee, an amount equal to the amount determined by such payee to be equal to the amount of any
net reduction in taxes actually obtained by such payee and determined by it to be allocable to such refund or credit; provided, that the decision as to whether or not to claim any such refund or credit, and as to the amount and allocation of
any such refund or credit so claimed, shall be made by each such payee in its sole and absolute discretion; and provided, further, that nothing herein shall be deemed to obligate any Bank or the Administrative Agent to disclose to the
Borrower or the Guarantor its tax returns or any information regarding its tax affairs. 
 (e) In the event any
taxing authority notifies the Borrower or the Guarantor that any of them has improperly failed to deduct or withhold any taxes (other than Indemnifiable Taxes) from a payment made hereunder to the Administrative Agent or any Bank, the Borrower shall
timely and fully pay such taxes to such taxing authority. 
 (f) The Administrative Agent or the Banks shall,
upon the request of the Borrower, take reasonable measures to avoid or mitigate the amount of Indemnifiable Taxes required to be deducted or withheld from any payment made hereunder if such measures can be taken without such Person in its sole
judgment suffering any legal, regulatory or economic disadvantage. 

  
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 (g) Without prejudice to the survival of any other agreement of the parties
hereunder, the agreements and obligations of the Borrower contained in this §17 shall survive the payment in full of the Obligations. 

§18. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION. 
 §18.1. Confidentiality. Each of the Banks and the Administrative Agent agrees, on behalf of itself and each of its affiliates, directors, officers, employees and representatives, to use
reasonable precautions to keep confidential, in accordance with their customary procedures for handling confidential information of the same nature and in accordance with safe and sound banking practices, any
non-public information supplied to it by the Borrower or any of its Subsidiaries pursuant to this Agreement that is identified by such Person as being confidential at the time the same is delivered to the
Banks or the Administrative Agent, provided that nothing herein shall limit the disclosure of any such information (a) after such information shall have become public other than through a violation of this §18, or becomes available
to any of the Banks or the Administrative Agent on a nonconfidential basis from a source other than the Borrower, (b) to the extent required by statute, rule, regulation or judicial process, (c) to counsel for any of the Banks or the
Administrative Agent, (d) to bank examiners or any other regulatory authority having jurisdiction over any Bank or any of its affiliates or the Administrative Agent or any self-regulatory body in which any of such Persons participates, or to
auditors or accountants, (e) to the Administrative Agent, any Bank or any Financial Affiliate, (f) in connection with any litigation to which any one or more of the Banks, the Administrative Agent or any Financial Affiliate is a party, or
in connection with the enforcement of rights or remedies hereunder or under any other Loan Document, (g) to a Bank Affiliate of any Bank or the Administrative Agent, (h) to any actual or prospective assignee or participant or any actual or
prospective counterparty (or its advisors) to any swap or derivative transactions referenced to credit or other risks or events arising under this Agreement or any other Loan Document or to any credit insurance provider relating to the Borrower and
its Obligations so long as such assignee, participant, counterparty or credit insurance provider, as the case may be, agrees to be bound by the provisions of §18.1, or (i) with the consent of the Borrower. 

§18.2. Prior Notification. Unless specifically prohibited by applicable law or court order, each of the Banks and the
Administrative Agent shall, prior to disclosure thereof, notify the Borrower of any request for disclosure of any such non-public information by any governmental agency or representative thereof (other than
any such request in connection with an examination of the financial condition of such Bank by such governmental agency) or pursuant to legal process. 
 §18.3. Other. In no event shall any Bank or the Administrative Agent be obligated or required to return any materials furnished to it or any Financial Affiliate by the Borrower or any of its
Subsidiaries. The obligations of each Bank under this §18 shall supersede and replace the obligations of such Bank under any confidentiality letter in respect of this financing signed and delivered by such Bank to the Borrower prior to the date
hereof and shall be binding upon any assignee of, or purchaser of any participation in, any interest in any of the Loans or Reimbursement Obligations from any Bank. 

  
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 §19. SURVIVAL OF COVENANTS, ETC. Unless otherwise stated herein, all covenants,
agreements, representations and warranties made herein, in the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower or the Guarantor pursuant hereto shall be deemed to have been relied upon by the Banks,
the Issuing Banks and the Administrative Agent, notwithstanding any investigation heretofore or hereafter made by them, and shall survive the making by the Banks of the Loans and the issuance, extension or renewal of any Letters of Credit by any
Issuing Bank, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement, any Obligation, or any Letter of Credit remains outstanding and unpaid or any Bank has any obligation to make any Loans
or any Issuing Bank has any obligation to issue, extend, or renew any Letters of Credit hereunder. All statements contained in any certificate or other paper delivered by or on behalf of the Borrower pursuant hereto or in connection with the
transactions contemplated hereby shall constitute representations and warranties by the Borrower hereunder. 
 §20. ASSIGNMENT AND
PARTICIPATION. It is understood and agreed that each Bank shall have the right to assign at any time all or a portion of its Commitment Percentage and interests in the risk relating to the Loans, outstanding Letters of Credit and its
Commitment hereunder in an amount equal to or greater than (unless otherwise agreed to by the Borrower and the Administrative Agent) $5,000,000 (or, if a Bank’s Commitment is less than $5,000,000, in a minimum amount equal to such Bank’s
Commitment; provided that prior to any Commitment reductions pursuant to §2.3.1, such Bank’s Commitment was at least $5,000,000), to additional banks, other financial institutions or Bank Affiliates (other than Defaulting Banks) with the
prior written approval of the Administrative Agent, the Swing Line Bank and each Issuing Bank and, so long as no Event of Default has occurred and is continuing, the consent of the Borrower (provided that (i) the Borrower’s consent shall
not be required in the case of an assignment by a Bank to any other Bank, any Bank Affiliate of any Bank or any Approved Fund of any Bank and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof), which approvals shall not be unreasonably withheld. Any Bank may at any time, and from time to time, assign to any
branch, lending office, or Bank Affiliate all or any part of its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Borrower. It is further agreed that each bank or other financial institution which
executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Assumption substantially in the form of Exhibit E hereto, or such other form approved by the Administrative Agent (an “Assignment and
Assumption”) together with an assignment fee in the amount of $3,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Assumption, become a party to this Agreement and the other Loan
Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Assumption; provided, that the Administrative Agent may, in
its sole discretion, elect to waive such assignment fee. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights (except for
indemnity rights arising out of the period prior to such assignment) and be released from its obligations under this Agreement and the other Loan 

  
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Documents; provided that no assignment by a Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting
Bank. In connection with any assignment of rights and obligations of any Defaulting Bank hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment
shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Syndicated Loans previously requested but not funded by the Defaulting Bank, to each of which the applicable
assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Bank to the Administrative Agent, the Issuing Banks or any Bank hereunder (and interest accrued thereon) and
(y) acquire (and fund as appropriate) its full pro rata share of all Syndicated Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that
any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting
Bank for all purposes of this Agreement until such compliance occurs. Upon the execution and delivery of such Assignment and Assumption (a) to the extent applicable, the Borrower shall issue Notes (and replacement Notes) or the Administrative
Agent shall make appropriate entries on the applicable loan account(s) to reflect such assignment of Loan(s); and (b) this Agreement and Schedule 1 shall be deemed to be appropriately amended to reflect (i) the status of the bank,
financial institution or Bank Affiliate as a party hereto and (ii) the status and rights of the Banks hereunder. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the
United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitment Percentages of, and principal amounts (and stated interest) of the Loans owing to,
each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon
reasonable prior notice. 
 Each Bank shall also have the right to grant participations to one or more banks, other financial
institutions or Bank Affiliates (other than Defaulting Banks) in its Commitment, the Loans and outstanding Letters of Credit. The documents evidencing any such participation shall limit such participating bank’s, financial institution’s or
Bank Affiliate’s, voting rights with respect to this Agreement to the matters set forth in §15.9(b)(i) – (v) and §15.9(b)(vi); and each such participant shall be entitled to the benefit of §5.5 hereof to the extent of
its participation, subject to the limitations set forth therein. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant
and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose
all or any portion of the Participant Register (including the identity of any participant or any information 

  
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relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under §5f.103-1(c) of the United States Treasury Regulations. 

Notwithstanding the foregoing, no assignment or participation shall (a) be made to the Borrower or any of its affiliates, a
Defaulting Bank or any of its Subsidiaries or a natural person or (b) operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a
Commitment of less than $5,000,000, except as a result of reductions in the Total Commitment pursuant to §2.3 hereof. 

Anything contained in this §20 to the contrary notwithstanding, any Bank may at any time pledge or assign a security interest in all
or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to secure obligations of such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that
no such pledge or assignment shall release such Bank from any of its obligations hereunder or under any of the other Loan Documents or substitute any such pledgee or assignee for such Bank as a party hereto or thereto. 

The Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may
disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that such assignees or participants or potential assignees or participants shall
agree to be bound by §18 hereof. 
 Notwithstanding anything to the contrary contained herein, if at any time a Bank that
is an Issuing Bank or the Swing Line Bank assigns all of its Commitment and Syndicated Loans pursuant to this §20, such Bank may, (i) upon 45 days’ notice to the Borrower and the Banks, resign as an Issuing Bank and/or (ii) upon
45 days’ notice to the Borrower, resign as the Swing Line Bank. In the event of any such resignation as Issuing Bank or Swing Line Bank, the Borrower shall be entitled to appoint from among the Banks a successor Issuing Bank or Swing Line Bank
hereunder; provided, however, that (x) no failure by the Borrower to appoint any such successor shall affect the resignation of the Bank that has elected to resign as Issuing Bank or Swing Line Bank, as the case may be, and
(y) any such appointment of a successor Issuing Bank or Swing Line Bank must be acceptable to the Bank appointed to act in such capacity. If a Bank resigns as Issuing Bank, it shall retain the rights, powers, privileges and duties of an Issuing
Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Banks to make Base Rate
Syndicated Loans pursuant to §3.2(a) or fund Letter of Credit Participations pursuant to §3.1(c)). If a Bank resigns as the Swing Line Bank, it shall retain all the rights of the Swing Line Bank provided for hereunder with respect to Swing
Line Loans made by it and outstanding as of the effective date of such resignation (including the right to require the Banks to make Base Rate Syndicated Loans or fund risk participations in outstanding Swing Line Loans pursuant to §2.11). Upon
the appointment of a successor Issuing Bank and/or Swing Line Bank in accordance with the foregoing, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing


  
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Bank or Swing Line Bank, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit issued by the resigning Issuing Bank,
if any, that are outstanding at the time such resignation occurs or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of such resigning Issuing Bank with respect to such Letters of Credit.

 §21. PARTIES IN INTEREST. All the terms of this Agreement and the other Loan Documents shall be binding upon and inure to
the benefit of and be enforceable by the respective successors and assigns of the parties hereto and thereto; provided, that neither the Borrower nor the Guarantor shall assign or transfer its rights or obligations hereunder or thereunder without
the prior written consent of each of the Banks. 
 §22. NOTICES, ETC. 

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

(i) if to the Borrower, the Administrative Agent, an Issuing Bank or the Swing Line Bank, to the address, telecopier
number, electronic mail address or telephone number specified for such Person on Schedule 22; and 
 (ii)
if to any other Bank, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Bank on its
Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower). 

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to
have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

 (b) The Borrower hereby agrees that it will provide to the Administrative Agent all information, documents and
other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and the other Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports,
certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, 

  
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Borrowing or other extension of credit (including any election of an interest rate or Interest Period relating thereto), (ii) relates to the payment of any principal or other amount due
under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this
Agreement and/or any borrowing or other extension of credit thereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the
Communications in an electronic/soft medium in a format acceptable to the Administrative Agent pursuant to procedures approved by the Administrative Agent. In addition, the Borrower agrees to continue to provide the Communications to the
Administrative Agent in the manner specified in this Agreement but only to the extent requested by the Administrative Agent. Unless the Administrative Agent otherwise prescribes, (i) Communications sent to an
e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to
have been sent at the opening of business on the next business day for the recipient, and (ii) Communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

(c) The Borrower further agrees that (i) the Administrative Agent and/or the Lead Arrangers may make the
Communications and/or information provided by or on behalf of the Borrower hereunder available to the Banks by posting the Communications and such other information on SyndTrak, Intralinks or a substantially similar electronic transmission system
(the “Platform”) and (ii) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the
Borrower or its affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all
Communications and such other information that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the
first page thereof; (x) by marking such Communications and other information “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the Issuing Banks and the Banks to treat such
Communications and other information as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws
(provided, however, that to the extent such Communications and other information subject to §18.1, they shall be treated as set forth in §18.1); (y) all Communications and other information marked “PUBLIC” are permitted to
be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Communications and other information that are not marked
“PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Each Public Lender agrees to cause at least one 

  
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individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in
order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are
not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of
United States Federal or state securities laws. 
 (d) THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF
ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, AN WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR
REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF
COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH
AGENT PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR MATERIAL BREACH; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AGENT PARTY HAVE ANY LIABILITY TO THE BORROWER, ANY BANK, ANY ISSUING BANK OR ANY OTHER PERSON FOR INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES). 
 (e) The
Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the
Administrative Agent for purposes of this Agreement. Each Bank agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications
to such Bank for purposes of this Agreement. Each Bank agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Bank’s e-mail address to which
the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address. 

  
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 (f) Nothing herein shall prejudice the right of the Administrative Agent or
any Bank to give any notice or other communication pursuant to this Agreement in any other manner specified herein. 
 §23.
MISCELLANEOUS. The rights and remedies herein expressed are cumulative and not exclusive of any other rights which the Banks, the Issuing Banks or the Administrative Agent would otherwise have. The captions in this Agreement are for
convenience of reference only and shall not define or limit the provisions hereof. This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and
delivered shall be an original, but all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is
sought. This Agreement, to the extent signed and delivered by means of a facsimile machine or other electronic imaging means, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re-execute original forms thereof and deliver them
to all other parties. No party hereto shall raise the use of a facsimile machine or other electronic imaging means to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a
facsimile machine or other electronic imaging means as a defense to the formation of a contract and each party forever waives such defense. The words “execution,” “signed,” “signature,” and words of like import in any
Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 
 §24. CONSENTS, ETC. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in this §24, subject to the provisions of
§15.9. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement to
be given by the Banks may be given, and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or the Guarantor of any terms of this Agreement or
such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the
Majority Banks. To the extent permitted by law, no course of dealing or delay or omission on the part of any of the Banks, the Issuing Banks or the Administrative Agent in exercising any right shall operate as a waiver thereof or otherwise be
prejudicial thereto. No notice to or demand upon the Borrower or the Guarantor shall entitle the Borrower to other or further notice or demand in similar or other circumstances. 

  
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 §25. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS
HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, THE BORROWER AND THE GUARANTOR HEREBY WAIVE ANY RIGHT EITHER OF THEM MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING
SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER AND THE GUARANTOR EACH (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BANK, ANY
ISSUING BANK, THE ADMINISTRATIVE AGENT OR ANY AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH BANK, SUCH ISSUING BANK, THE ADMINISTRATIVE AGENT OR SUCH AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(B) ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT, THE BANKS, AND THE ISSUING BANKS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BECAUSE OF, AMONG OTHER THINGS, THE BORROWER’S AND THE GUARANTOR’S WAIVERS
AND CERTIFICATIONS CONTAINED HEREIN. 
 §26. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT AND EACH OF THE
OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW §5-1401, BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK. THE BORROWER AND THE GUARANTOR CONSENT AND AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN MANHATTAN OR THE UNITED
STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER IN ACCORDANCE WITH LAW
AT THE ADDRESS SPECIFIED IN §22. THE BORROWER AND THE GUARANTOR HEREBY WAIVE ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. 

§27. SEVERABILITY. The provisions of this Agreement are severable and if any one clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, 

  
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in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction. Without
limiting the foregoing provisions of this §27, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Banks shall be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws, as determined in good faith by the Administrative Agent, the Issuing Banks or the Swing Line Bank, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 

§28. GUARANTY. 
 §28.1. Guaranty. For value received and hereby acknowledged and as an inducement to the Banks and the Issuing Banks to make the Loans available to the Borrower, and issue, extend or renew
Letters of Credit for the account of the Borrower, the Guarantor hereby unconditionally and irrevocably guarantees (a) the full punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the
Borrower now or hereafter existing whether for principal, interest, fees, expenses or otherwise, and (b) the strict performance and observance by the Borrower of all agreements, warranties and covenants applicable to the Borrower in the Loan
Documents and (c) the obligations of the Borrower under the Loan Documents (such Obligations collectively being hereafter referred to as the “Guaranteed Obligations”). 

§28.2. Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with
the terms hereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Bank, any Issuing Bank or the Administrative Agent with respect thereto. The liability of
the Guarantor under the guaranty granted under this Agreement with regard to the Guaranteed Obligations shall be absolute and unconditional irrespective of: 
 (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other amendment or waiver of or any consent to departure from this
Agreement or any other Loan Document (with regard to such Guaranteed Obligations); 
 (b) any release or
amendment or waiver of or consent to departure from any other guaranty for all or any of its Guaranteed Obligations; 
 (c) any change in ownership of the Borrower; 
 (d) any acceptance
of any partial payment(s) from the Borrower or the Guarantor; or 
 (e) any other circumstance whatsoever which
might otherwise constitute a defense available to, or a discharge of, a guarantor or surety or the Borrower in respect of its Obligations under any Loan Document. 
 The guaranty under this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by
the Banks, the Issuing Banks or the Administrative Agent upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. 

  
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 §28.3. Effectiveness; Enforcement. The guaranty under this Agreement shall be
effective and shall be deemed to be made with respect to each Loan and each Letter of Credit as of the time it is made, issued or extended, or becomes a Letter of Credit under this Agreement, as applicable. No invalidity, irregularity or
unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the Borrower, and no defect in or insufficiency or want of powers
of the Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such guaranty. The guaranty under this Agreement is a continuing guaranty and shall (a) survive any termination of this
Agreement, and (b) remain in full force and effect until payment in full of, and performance of, all Guaranteed Obligations and all other amounts payable under this Agreement. The guaranty under this Agreement is a guaranty of payment (and not
of collection) made for the benefit of the Administrative Agent, the Issuing Banks and the Banks and their successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of
the Administrative Agent, the Issuing Banks or the Banks first to exercise any rights against the Borrower, or to resort to any other source or means of obtaining payment of any of the said obligations or to elect any other remedy. 

§28.4. Waiver. Except as otherwise specifically provided in any of the Loan Documents, the Guarantor hereby waives promptness,
diligence, protest, notice of protest, all suretyship defenses, notice of acceptance and any other notice with respect to any of its Guaranteed Obligations and the guaranty under this Agreement and any requirement that the Banks, the Issuing Banks
or the Administrative Agent protect, secure, perfect any security interest or Lien or any property subject thereto or exhaust any right or take any action against the Borrower or any other Person. The Guarantor also irrevocably waives, to the
fullest extent permitted by law, all defenses which at any time may be available to it in respect of its Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect.

 §28.5. Expenses. The Guarantor hereby promises to reimburse (a) the Administrative Agent for all reasonable out-of-pocket fees and disbursements (including all reasonable attorneys’ fees), incurred or expended in connection with the preparation, filing or recording, or
interpretation of the guaranty under this Agreement, the other Loan Documents or any amendment, modification, approval, consent or waiver hereof or thereof, and (b) the Administrative Agent, the Issuing Banks and the Banks and their respective
affiliates for all reasonable out-of-pocket fees and disbursements (including reasonable attorneys’ fees), incurred or expended in connection with the enforcement
of its Guaranteed Obligations (whether or not legal proceedings are instituted). The Guarantor will pay any taxes (including any interest and penalties in respect thereof) other than the Banks’ taxes based on overall income or profits, payable
on or with respect to the transactions contemplated by the guaranty under this Agreement, the Guarantor hereby agreeing jointly and severally to indemnify each Bank with respect thereto. 

  
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 §28.6. Concerning Joint and Several Liability of the Guarantor. 

(a) The Guarantor hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the Borrower, with respect to the payment and performance of all of its Guaranteed Obligations (including, without limitation, any Guaranteed Obligations arising under
this §28), it being the intention of the parties hereto that all such Guaranteed Obligations shall be the joint and several Guaranteed Obligations of the Guarantor and the Borrower without preferences or distinction among them. 

(b) If and to the extent that the Borrower shall fail to make any payment with respect to any of its Obligations as and
when due or to perform any of its Guaranteed Obligations in accordance with the terms thereof, then in each such event the Guarantor will make such payment with respect to, or perform, such Guaranteed Obligation. 

(c) The Guaranteed Obligations of the Guarantor under the provisions of this §28 constitute full recourse obligations
of the Guarantor enforceable against the Guarantor to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstance whatsoever. 

(d) Except as otherwise expressly provided in this Agreement, the Guarantor hereby waives notice of acceptance of its
joint and several liability, notice of any Loans made, or Letters of Credit issued under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent, the Issuing Banks or the Banks under or in respect of any of the
Guaranteed Obligations, and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement. The Guarantor hereby assents to, and waives notice of, any extension or
postponement of the time for the payment of any of the Guaranteed Obligations, the acceptance of any payment of any of the Guaranteed Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by
the Administrative Agent, the Issuing Banks or the Banks at any time or times in respect of any Default or Event of Default by the Borrower or the Guarantor in the performance or satisfaction of any term, covenant, condition or provision of this
Agreement or any other Loan Document, any and all other indulgences whatsoever by the Administrative Agent, the Issuing Banks or the Banks in respect of any of the Guaranteed Obligations, and the taking, addition, substitution or release, in whole
or in part, at any time or times, of any security for any of the Guaranteed Obligations or the addition, substitution or release, in whole or in part, of the Borrower or the Guarantor. Without limiting the generality of the foregoing, the Guarantor
assents to any other action or delay in acting or failure to act on the part of the Banks, the Issuing Banks or the Administrative Agent with respect to the failure by the Borrower or the Guarantor to comply with its respective Obligations or
Guaranteed Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this
§28, afford grounds for terminating, discharging or relieving the Guarantor, in whole or in part, from any of the Guaranteed Obligations under this §28, it being the intention of the Guarantor that, so long as any of the Guaranteed
Obligations 

  
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hereunder remain unsatisfied, the Guaranteed Obligations of the Guarantor under this §28 shall not be discharged except by performance and then only to the extent of such performance. The
Guaranteed Obligations of the Guarantor under this §28 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to the Borrower or the
Guarantor or the Banks, the Issuing Banks or the Administrative Agent. The joint and several liability of the Guarantor hereunder shall continue in full force and effect notwithstanding any absorption, merger, consolidation, amalgamation or any
other change whatsoever in the name, membership, constitution or place of formation of the Borrower or the Guarantor, the Banks, the Issuing Banks or the Administrative Agent. 

(e) The Guarantor shall be liable under this §28 only for the maximum amount of such liabilities that can be incurred
under applicable law without rendering this §28 voidable under applicable law relating to fraudulent conveyance and fraudulent transfer, and not for any greater amount. Accordingly, if any obligation under any provision under this §28
shall be declared to be invalid or unenforceable in any respect or to any extent, it is the stated intention and agreement of the Guarantor, the Administrative Agent, the Issuing Banks and the Banks that any balance of the obligation created by such
provision and all other obligations of the Guarantor under this §28 to the Banks, the Issuing Banks or the Administrative Agent shall remain valid and enforceable, and that all sums not in excess of those permitted under applicable law shall
remain fully collectible by the Banks, the Issuing Banks and the Administrative Agent from the Borrower or the Guarantor, as the case may be. 
 (f) The provisions of this §28 are made for the benefit of the Administrative Agent, the Issuing Banks and the Banks and their successors and assigns, and may be enforced in good faith by them from
time to time against the Guarantor as often as occasion therefor may arise and without requirement on the part of the Administrative Agent, the Issuing Banks or the Banks first to marshal any of their claims or to exercise any of their rights
against the Borrower or the Guarantor or to exhaust any remedies available to them against the Borrower or the Guarantor or to resort to any other source or means of obtaining payment of any of the obligations hereunder or to elect any other remedy.
The provisions of this §28 shall remain in effect until all of the Guaranteed Obligations shall have been paid in full or otherwise fully satisfied and the Commitments have expired and all outstanding Letters of Credit have expired, matured or
otherwise been terminated. If at any time, any payment, or any part thereof, made in respect of any of the Guaranteed Obligations, is rescinded or must otherwise be restored or returned by the Banks, the Issuing Banks or the Administrative Agent
upon the insolvency, bankruptcy or reorganization of the Borrower or the Guarantor, or otherwise, the provisions of this §28 will forthwith be reinstated in effect, as though such payment had not been made. 

§28.7. Waiver. Until the final payment and performance in full of all of the Obligations, the Guarantor shall not exercise and
the Guarantor hereby waives any rights the Guarantor may have against the Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim
in competition with the Administrative Agent, the Issuing Banks or any 

  
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Bank in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; the Guarantor will not claim any setoff, recoupment or counterclaim
against the Borrower in respect of any liability of the Borrower to the Guarantor; and the Guarantor waives any benefit of and any right to participate in any collateral security which may be held by the Administrative Agent, the Issuing Banks or
any Bank. 
 §28.8. Subrogation; Subordination. The payment of any amounts due with respect to any indebtedness of
the Borrower for money borrowed or credit received now or hereafter owed to the Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. The Guarantor agrees that, after the occurrence of any default in the payment or
performance of any of the Obligations, the Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of the Borrower to the Guarantor until all of the Obligations shall have been paid in full. If,
notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still outstanding, such amounts shall be collected, enforced and received by the Guarantor
as trustee for the Banks, the Issuing Banks and the Administrative Agent and be paid over to the Administrative Agent at Default, for the benefit of the Banks, the Issuing Banks, and the Administrative Agent on account of the Obligations without
affecting in any manner the liability of the Guarantor under the other provisions hereof. 
 §28.9. Consent and
Confirmation. The Guarantor hereby (i) consents, acknowledges and agrees to the amendment and restatement of the Existing Credit Agreement provided hereby and set forth herein, (ii) confirms and ratifies in all respects this Agreement
and the enforceability of this Agreement in accordance with its terms, and (iii) confirms and agrees that the Guarantor’s payment and performance obligations under this Agreement, and the Guaranteed Obligations, do and shall continue as to
and include all Obligations upon and after the effectiveness of this Agreement and the amendment and restatement of the Existing Credit Agreement contemplated hereby. 
 §29. PRO RATA TREATMENT. 
 (a) Notwithstanding
anything to the contrary set forth herein, each payment or prepayment of principal and interest received after the occurrence of an Event of Default hereunder shall be distributed pro rata among the Banks, in accordance with the aggregate
outstanding principal amount of the Obligations owing to each Bank divided by the aggregate outstanding principal amount of all Obligations. 
 (b) Each Bank agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower (pursuant to §13 or otherwise), including a secured claim
under Section 506 of the Bankruptcy Code or other security or interest arising from or in lieu of, such secured claim, received by such Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment
(voluntary or involuntary) in respect of the Notes, Loans, Reimbursement Obligations and other Obligations held by it (other than pursuant to §5.5, §5.6 or §5.8) as a result of which the unpaid principal portion of the Notes and the
Obligations held by it shall be proportionately less than the unpaid principal portion of the Notes and the Obligations held by any other Bank, it shall be deemed to have simultaneously purchased from such


  
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other Bank a participation in the Notes and the Obligations held by such other Bank, so that the aggregate unpaid principal amount of the Notes and the Obligations and participations in Notes and
Obligations held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of the Notes and the Obligations then outstanding as the principal amount of the Notes and the Obligations held by it prior to such exercise of
banker’s lien, setoff or counterclaim was to the principal amount of all Notes and Obligations outstanding prior to such exercise of banker’s lien, setoff or counterclaim; provided, however, that (i) if any such purchase or purchases
or adjustments shall be made pursuant to this §29 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or
adjustments restored without interest and (ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement
(including the application of funds arising from the existence of a Defaulting Bank), or (y) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Syndicated Loans or subparticipations in
Reimbursement Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). The Borrower expressly consents to the
foregoing arrangements and agrees that any Person holding such a participation in the Obligations deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing
by the Borrower to such Person as fully as if such Person had made a Loan directly to the Borrower in the amount of such participation. 

§30. FINAL AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
 §31. USA PATRIOT ACT. Each Bank hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Bank to identify the Borrower in accordance with the USA Patriot Act. Each Borrower and each of its Subsidiaries
shall provide such information and take such actions as are reasonably requested by the Administrative Agent or any Bank in order to assist the Administrative Agent and the Banks in maintaining compliance with the USA Patriot Act. 

§32. NO ADVISORY OR FIDUCIARY RESPONSIBILITY. In connection with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and the Guarantor acknowledges and agrees, and acknowledges its affiliates’ understanding, that: (i) (A) the
arranging and other services regarding this Agreement provided by the Administrative Agent, the Banks and the Lead Arrangers are arm’s-length commercial transactions between the Borrower, the Guarantor and their respective affiliates, on the
one hand, and the Administrative 

  
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Agent, the Banks and the other Lead Arrangers, on the other hand, (B) each of the Borrower and the Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the
extent it has deemed appropriate, and (C) the Borrower and the Guarantor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;
(ii) (A) the Administrative Agent, each Bank and each Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for the Borrower, the Guarantor or any of their respective affiliates, or any other Person and (B) neither the Administrative Agent nor any Bank nor any Lead Arranger has any obligation to the Borrower, the Guarantor
or any of their respective affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Banks and the Lead Arrangers
and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the Guarantor and their respective affiliates, and neither the Administrative Agent nor any Bank nor any
Lead Arranger has any obligation to disclose any of such interests to the Borrower, the Guarantor or any of their respective affiliates. To the fullest extent permitted by law, each of the Borrower and the Guarantor hereby waives and releases any
claims that it may have against the Administrative Agent, the Banks and the other Lead Arrangers with respect to any breach or alleged breach of any agency or fiduciary duty to the Borrower, the Guarantor or any of their respective affiliates in
connection with any aspect of any transaction contemplated hereby. 
 §33. PAYMENTS SET ASIDE. To the extent that any payment
by or on behalf of the Borrower is made to the Administrative Agent, an Issuing Bank or any Bank, or the Administrative Agent, an Issuing Bank or any Bank exercises its right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, an Issuing Bank or such Bank in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency or similar law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Bank and each Issuing Bank severally agrees to pay to the Administrative Agent upon demand its applicable
share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect. The obligations of the Banks and each Issuing Bank under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 

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

  
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 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date
first set forth above. 
  

			
	THE BORROWER AND GUARANTOR:
	
	WASTE MANAGEMENT, INC.
		
	By:	 	/s/ Devina A. Rankin
	Name:	 	Devina A. Rankin
	Title:	 	Vice President & Treasurer
	
	WASTE MANAGEMENT HOLDINGS, INC.
		
	By:	 	/s/ Devina A. Rankin
	Name:	 	Devina A. Rankin
	Title:	 	Vice President & Treasurer
		
	By:	 	/s/ Jeff Bennett
	Name:	 	Jeff Bennett
	Title:	 	Assistant Treasurer



  
 Waste
Management, Inc. 
 Second Amended and Restated Credit Agreement 

Signature Page 








 
			
	THE ADMINISTRATIVE AGENT:
	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	/s/ Maria F. Maia
	Name:	 	Maria F. Maia
	Title:	 	Managing Director



  
 Waste
Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	THE BANKS:
	
	BANK OF AMERICA, N.A., as a Bank, Swing Line Bank and an Issuing Bank
		
	By:	 	/s/ Maria F. Maia
	Name:	 	Maria F. Maia
	Title:	 	Managing Director



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	JPMORGAN CHASE BANK, N.A., as a Bank and an Issuing Bank
		
	By:	 	/s/ Aized A. Rabbani
	Name:	 	Aized A. Rabbani
	Title:	 	Executive Director



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	BARCLAYS BANK PLC, as a Bank and an Issuing Bank
		
	By:	 	/s/ Irina Dimova
	Name:	 	Irina Dimova
	Title:	 	Vice President



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	BNP PARIBAS, as a Bank and an Issuing Bank
		
	By:	 	/s/ Todd Grossnickle
	Name:	 	Todd Grossnickle
	Title:	 	Vice President
		
	By:	 	/s/ Michael Hoffman
	Name:	 	Michael Hoffman
	Title:	 	Vice President



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	CITIBANK, N.A.
		
	By:	 	/s/ Susan Manuelle
	Name:	 	Susan Manuelle
	Title:	 	Vice President



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	/s/ Ming K. Chu
	Name:	 	Ming K. Chu
	Title:	 	Vice President
		
	By:	 	/s/ John S. McGill
	Name:	 	John S. McGill
	Title:	 	Director



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		
	By:	 	/s/ Jason Krogh
	Name:	 	Jason Krogh
	Title:	 	Authorized Signatory



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	/s/ Jeannine Pascal
	Name:	 	Jeannine Pascal
	Title:	 	Vice President



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	U.S. BANK NATIONAL ASSOCIATION, as a Bank and an Issuing Bank
		
	By:	 	/s/ Steven Dixon
	Name:	 	Steven Dixon
	Title:	 	Vice President



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Bank and an Issuing Bank
		
	By:	 	/s/ Matthew Olson
	Name:	 	Matthew Olson
	Title:	 	Vice President



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	COMPASS BANK, as a Bank and an Issuing Bank
		
	By:	 	/s/ Michael Dixon
	Name:	 	Michael Dixon
	Title:	 	Vice President



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
		
	By:	 	/s/ Vipul Dhadda
	Name:	 	Vipul Dhadda
	Title:	 	Authorized Signatory
		
	By:	 	/s/ Alex Verdone
	Name:	 	Alex Verdone
	Title:	 	Associate



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	GOLDMAN SACHS BANK USA
		
	By:	 	/s/ Mark Walton
	Name:	 	Mark Walton
	Title:	 	Authorized Signatory



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	MIZUHO BANK (USA)
		
	By:	 	/s/ Tenya Mitsuboshi
	Name:	 	Tenya Mitsuboshi
	Title:	 	Deputy General Manager



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	PNC BANK, NATIONAL ASSOCIATION, as a Bank and an Issuing Bank
		
	By:	 	/s/ Jennifer L. Shafer
	Name:	 	Jennifer L. Shafer
	Title:	 	Vice President



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	THE BANK OF NOVA SCOTIA
		
	By:	 	/s/ Michelle Phillips
	Name:	 	Michelle C. Phillips
	Title:	 	Director



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	COMERICA BANK
		
	By:	 	/s/ L.J. Perenyi
	Name:	 	L.J. Perenyi
	Title:	 	Vice President



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	LLOYDS TSB BANK PLC
		
	By:	 	/s/ Dennis McClellan
	Name:	 	Dennis McClellan
	Title:	 	Assistant Vice President – M040
		
	By:	 	/s/ Joel Slomko
	Name:	 	Joel Slomko
	Title:	 	Assistant Vice President – S088



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	SUMITOMO MITSUI BANKING CORPORATION
		
	By:	 	/s/ Shuji Yabe
	Name:	 	Shuji Yabe
	Title:	 	Managing Director



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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	THE BANK OF NEW YORK MELLON
		
	By:	 	/s/ David B. Wirl
	Name:	 	David B. Wirl
	Title:	 	Managing Director



  
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Management, Inc. 
 Second Amended and Restated Credit Agreement 

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 EXHIBIT A 
 FORM OF SYNDICATED LOAN REQUEST 
 WASTE MANAGEMENT, INC.

 Second Amended and Restated Revolving Credit Agreement 

(the “Credit Agreement”) dated as of July 26, 2013 

 

					
	 Syndicated Loan Request under §2.6(a)
	  			
	 Total Commitment
	  	 	                          
                              	  
	 Loans outstanding
	  	 	                          
                              	  
	 Amount of this Request
	  	 	                          
                              	  
	 Maximum Drawing Amount of outstanding Letters of Credit
	  	 	                          
                              	  
	 Canadian Dollar component
	  	 
	C$                            
                      
	  

	 U.S. Dollar Equivalent of C$ component
	  	 	US$                            
                    	  
	 Total of all outstanding and requested Loans plus Maximum Drawing Amount of all outstanding Letters of Credit plus
Amount of this Request (must not exceed Total Commitment)
	  	 	                          
                              	  
	 Proposed Drawdown Date
	  	 	                          
                              	  
	 Interest Rate Option (Base Rate or Eurodollar)
	  	 	                          
                              	  
	 Interest Period (if Eurodollar)
	  	 	                          
                              	  
	 Conversion under §2.7
	  			
	 Amount to be converted from Eurodollar to Base Rate:
	  	 	                          
                              	  
	 Amount to be converted from Base Rate to Eurodollar:
	  	 	                          
                              	  
	 Amount to be maintained as Eurodollar Loan
	  	 	                          
                              	  
	 Conversion Date
	  	 	                          
                              	  
	 Interest Period (if Eurodollar)
	  	 	                          
                              	  

 I certify that the above is true and correct, and that all of the conditions set forth in §11 of the
Credit Agreement have been satisfied as of the date hereof. 
  

	
	WASTE MANAGEMENT, INC.
	
	By:                             
                                         
                          
	Name:                             
                                         
                    
	Title:                            
                                         
                       
	
	Date:                             
                                         
                      









 EXHIBIT B 
 FORM OF SWING LINE LOAN NOTICE 
 WASTE MANAGEMENT, INC.

 Second Amended and Restated Revolving Credit Agreement 

(the “Credit Agreement”) dated as of July 26, 2013 

 

					
	 Swing Line Loan Request under §2.11
	  			
	 Total Commitment
	  	 	                          
     	  
	 Loans outstanding
	  	 	                          
     	  
	 Amount of this requested Swing Line Loan (must not exceed the Swing Line Sublimit)
	  	 	                          
     	  
	 Maximum Drawing Amount of outstanding Letters of Credit
	  	 	                          
     	  
	 Canadian Dollar component
	  	 	C$                          
	  
	 U.S. Dollar Equivalent of C$ component
	  	 	US$                       	  
	 Total of all outstanding and requested Loans plus Maximum Drawing Amount of all outstanding Letters of Credit
plus amount requested in this notice (must not exceed Total Commitment)
	  	 	                          
     	  
	 Proposed Drawdown Date
	  	 	                          
     	  

 I certify that the above is true and correct, and that all of the conditions set forth in §11 of the
Credit Agreement have been satisfied as of the date hereof. 
  

	
	WASTE MANAGEMENT, INC.
	
	By:                             
                                         
                          
	Name:                             
                                         
                    
	Title:                            
                                         
                       
	
	Date:                             
                                         
                      









 EXHIBIT C 
 FORM OF LETTER OF CREDIT REQUEST 
 WASTE MANAGEMENT, INC.

 Second Amended and Restated Revolving Credit Agreement 

(the “Credit Agreement”) dated as of July 26, 2013 

 

					
	 Letter of Credit Request Under §3.1
	  			
	 Total Commitment
	  	 	                        
	  
	 Maximum Drawing Amount of Letters of Credit outstanding
	  	 	                        
	  
	 Amount of this Request from Letter of Credit Application (attached)
	  	 	                        
	  
	 — U.S. Dollars
	  	 	                        	  
	 — Canadian Dollars
	  	 	                        	  
	 Loans Outstanding
	  	 	                        
	  
	 Maximum Drawing Amount of all outstanding and Requested Letters of Credit (must not exceed the Total Commitment minus
Total of all Loans outstanding)
	  	 	                        
	  

 I certify that the above is true and correct, and that all of the conditions set forth in §11 of the
Credit Agreement have been satisfied as of the date hereof. 
  

	
	WASTE MANAGEMENT, INC.
	
	By:                             
                                         
                          
	Name:                             
                                         
                    
	Title:                            
                                         
                       
	
	Date:                             
                                         
                      









 EXHIBIT D 
 FORM OF COMPLIANCE CERTIFICATE 
 Compliance Certificate dated
                     

I,             , [Chief Financial Officer] [Chief Accounting Officer]
[Corporate Treasurer] of WASTE MANAGEMENT, INC. (the “Borrower”) certify that (i) no Default or Event of Default exists, (ii) the Borrower is in compliance with §§7, 8 and 9 of the Second Amended and Restated
Revolving Credit Agreement dated as of July 26, 2013 (as amended, modified, supplemented, restated and in effect from time to time, the “Credit Agreement”) and (iii) the calculation of the debt restrictions in
Section 8.1 of the Credit Agreement attached hereto as Schedule 1 is true, correct and complete [as of the end of the quarter ended             ]. Computations to
evidence compliance with §9 of the Credit Agreement are detailed below. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement. 

 

	
	WASTE MANAGEMENT, INC.
	
	By:                             
                                         
                          
	Name:                             
                                         
                    
	Title:                            
                                         
                       


  

					
	 §9.1 Interest Coverage Ratio
	  			
	 Consolidated Net Income (or Deficit)
	  	$	                    	(i) 
	 Plus (without duplication):
	  			
	 interest expense
	  	$	                    	(ii) 
	 equity in losses (earnings) of unconsolidated entities
	  	$
 $
	                    

                    

	(iii) 

(iv) 

	 income tax expense
	  	$	                    	(v) 
	 non-cash writedowns or writeoffs of assets
	  	$	                    	(vi) 
	 Minus non-cash extraordinary gains on the sale of assets
	  			
	 EBIT (sum of (i) through (v) minus (vi))
	  	$	                    	(a) 
	 Consolidated Net Income of Acquired Businesses 
	  	$	                    	(i) 
	 Plus (without duplication):
	  			
	 interest expense
	  	$	                    	(ii) 
	 equity in losses (earnings) of unconsolidated entities
	  	$
 $
	                    

                    

	(iii) 

(iv) 

	 income tax expense
	  	$	                    	(v) 
	 non-cash writedowns or write-offs of assets
	  	$	                    	(vi) 
	 Minus non-cash extraordinary gains on the sale of assets
	  			
	 EBIT of Acquired Businesses (sum of (i) through (v) minus (vi))
	  	$	                    	(b) 









					
	 Sum of (a) plus (b)
	  	$	                    	(c) 
	 Consolidated Total Interest Expense
	  	$	                    	(d) 
	 Ratio of (c) to (d)
	  	 	         :         	  
	 Minimum ratio
	  	 	2.75 : 1.00	  
	 §9.2 Total Debt to EBITDA
	  			
	 EBIT(from §9.1 item (c) above)
	  	$	                    	(i) 
	 Plus:
	  			
	 Depreciation expense
	  	$	                    	(ii) 
	 Amortization expense
	  	$	                    	(iii) 
	 EBITDA (sum of (i) through (iii))
	  	$	                    	(iv) 
	 The sum of the following (calculated on a consolidated basis for the Borrower and its Subsidiaries):
	  			
	 Indebtedness for borrowed money
	  	$	                    	(v) 
	 Obligations for deferred purchase price of property or services (other than trade payables)
	  	$	                    	(vi) 
	 Obligations evidenced by debt instruments
	  	$	                    	(vii) 
	 Obligations under conditional sales
	  	$	                    	(viii) 
	 Obligations, liabilities and indebtedness under Capitalized Leases
	  	$	                    	(ix) 
	 Obligations, liabilities and indebtedness under bonding arrangements (to the extent that a surety has been called upon to make
payment on a bond)
	  	$	                    	(x) 
	 Guaranties of the Indebtedness of others
	  	$	                    	(xi) 
	 Indebtedness secured by liens or encumbrances on property
	  	$	                    	(xii) 
	 Non-contingent reimbursement obligations with respect to letters of
credit
	  	$	                    	(xiii) 
	 Total Debt (sum of v through xiii)
	  	$	                    	(xiv) 
	 Ratio of (xiv) to (iv)
	  	 	         :         	  
	 Maximum permitted:
	  			
	 For each fiscal quarter ending before September 30, 2015
	  	 	3.75 : 1.00	  
	 For each fiscal quarter ending on or after September 30, 2015
	  	 	3.50 : 1.00	  








 Schedule 1 

[To be attached] 







 EXHIBIT E 
 FORM OF ASSIGNMENT AND ASSUMPTION 
 ASSIGNMENT AND ASSUMPTION

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

 

									
	1.	  	Assignor:	  	  
	  		  	
		  	[Assignor [is][is not] a Defaulting Bank]	  	
					
	2.	  	Assignee:	  	  
	  		  	
		  	[indicate [Bank Affiliate][Approved Fund] of [identify Bank]]	  	
					
	3.	  	Borrower:	  	Waste Management, Inc.	  		  	
			
	4.	  	Administrative Agent:	  	Bank of America, N.A., as the administrative agent under the Credit Agreement
			
	5.	  	Credit Agreement:	  	Second Amended and Restated Credit Agreement, dated as of July 26, 2013, among Waste Management, Inc., as Borrower, Waste Management Holdings, Inc., as Guarantor, the
Banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an Issuing Bank, and Swing Line Bank









									
	6.	  	Assigned Interest:	  		  	

  

															
	 Assignor
	  	 Assignee
	  	Facility
Assigned	  	Aggregate Amount
of Commitment/
Loans for all
Banks	  	Amount of
Commitment/
Loans
Assigned	  	Percentage
Assigned of
Commitment/
Loans	 	 	CUSIP
Number
		  		  		  	$        	  	$        	  	 	            	% 	 	

  

									
	[7.	  	Trade
Date:                                ]1	  		  	

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

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

 

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	  

		 	Title:
	
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	  

		 	Title:


  

			
	[Consented to and]2 Accepted:
	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	  

		 	Title:
	
	[Consented to:]3
	
	[WASTE MANAGEMENT, INC.
		
	By:	 	  

		 	Title:]

  
  

	1 	 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.




	2 	 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 



	3 	 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Bank, Issuing Banks) is required by the terms of the Credit
Agreement. 









 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

Second Amended and Restated Credit Agreement, dated as of July 26, 2013, among Waste Management, Inc., as Borrower, Waste
Management Holdings, Inc., as Guarantor, the Banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an Issuing Bank, and Swing Line Bank 
 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION

 1. Representations and Warranties. 
 1.1. Assignor. the Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it
is [not] a Defaulting Bank; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 

1.2. Assignee. the Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (ii) it meets all the requirements to be an assignee under
§20 of the Credit Agreement (subject to such consents, if any, as may be required under §20 of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Bank thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either
it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the
opportunity to receive copies of the most recent financial statements delivered pursuant to §7.4 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to
enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Bank and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vii) if it is a Non-U.S. Bank, attached hereto is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, the
Assignor or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank. 







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







 EXHIBIT F 
 FORM OF COMPETITIVE BID QUOTE REQUEST 
 WASTE MANAGEMENT, INC.

 Second Amended and Restated Revolving Credit Agreement 

(the “Credit Agreement”) dated as of July 26, 2013 

 

							
	 Competitive Bid Quote Request under §4.3
	  	
	 Total Commitment
	  	                      
	 Competitive Bid Loans outstanding
	  	                      
	 Competitive Bid Loans requested
	  	                      
	 Maximum Drawing Amount of outstanding Letters of Credit
	  	                      
	 Syndicated Loans outstanding
	  	                      
	 Swing Line Loans outstanding
	  	                      
	 Total of all Outstanding and Requested Competitive Bid Loans
(must not exceed the lesser of the Total
Commitment minus Total of all Syndicated Loans outstanding, Swing Line Loans outstanding and Maximum Drawing Amount of outstanding Letters of Credit)
	  	                      
	 Type of Competitive Bid Loans Requested
	  	Eurodollar/Absolute
	 Requested Drawdown Date
	  	                      

  

			
	 Principal Amount of

Competitive Bid Loan Requested
	 	 Requested

Interest Period(s)

	                           
                                         
                                         
           	 	                           
                                         
                                         
         

 I certify that the above is true and correct, and that all of the conditions set forth in §11 of the
Credit Agreement have been satisfied as of the date hereof. 
  

			
	WASTE MANAGEMENT, INC.
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	Date:	 	 









 EXHIBIT G 
 FORM OF INVITATION FOR COMPETITIVE BID QUOTES 
 WASTE MANAGEMENT,
INC. 
 (the “Borrower”) 
 Second Amended and Restated Revolving Credit Agreement 
 (the “Credit
Agreement”) dated as of July 26, 2013 
  

			
	ATTN:	  	[                             
                               ]
		
	REF:	  	[                             
                               ]
		
	RE:	  	INVITATION FOR
		  	COMPETITIVE BID QUOTES AGREEMENT DATED
        /    /        

 BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT INVITATION FOR COMPETITIVE BID QUOTES DATED
        /    /         

PURSUANT TO §4.3 OF THE ABOVE REFERENCED CREDIT AGREEMENT, YOU ARE INVITED TO SUBMIT A COMPETITIVE BID QUOTE TO THE BORROWER FOR THE FOLLOWING
PROPOSED COMPETITIVE BID LOAN(S): 
 DATE OF BORROWING:
        /    /         

AGGREGATE AMOUNT REQUESTED: 
  

			
	 PRINCIPAL AMOUNT
	  	INTEREST PERIOD

 SUCH COMPETITIVE BID QUOTES SHOULD OFFER COMPETITIVE BID RATE(S)/ MARGIN(S). 
 PLEASE RESPOND IN
WRITING TO THIS INVITATION BY NO LATER THAN     :    A.M./P.M. (NEW YORK TIME ON
        /    /         TO ONE OF THE FOLLOWING: 
 PRIMARY FAX NO.:      
[                    (Attn:                
    ) Confirm] 
 ALTERNATE FAX NO.:
[                    (Attn:                
    ) Confirm] 
 NOTE: PLEASE FOLLOW-UP YOUR SUBMITTED WRITTEN
BID(S) WITH PHONE VERIFICATION TO CONFIRM. IF YOU ARE UNABLE TO SEND YOUR FAX DUE TO AN OCCUPIED FAX LINE, PLEASE CALL BY         :        A.M./P.M. IN
ADDITION, PLEASE SUBMIT YOUR BID(S) IN SUBSTANTIALLY THE FORM OF “EXHIBIT H” TO THE CREDIT AGREEMENT. 







 QUOTES RECEIVED AFTER
        :        A.M./P.M. (NEW YORK TIME) WILL NOT BE FORWARDED TO THE BORROWER. 
 SUBMITTED BIDS MUST BE TEN MILLION DOLLARS ($10,000,000) OR LARGER MULTIPLE OF ONE MILLION DOLLARS ($1,000,000). ALSO, PLEASE SPECIFY LIMITATION AMOUNTS, IF APPLICABLE. 

 

			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	Date:	 	 









 EXHIBIT H 
 FORM OF COMPETITIVE BID QUOTE 
 WASTE MANAGEMENT, INC.

 Second Amended and Restated Revolving Credit Agreement 

(the “Credit Agreement”) dated as of July 26, 2013 

 

					
	Competitive Bid Quote under §4.5	  		  	
			
	Bank:	  	  
	  	
			
	Person to Contact:	  	  
	  	
			
	Date of Competitive	  		  	
	Bid Quote Request:	  	  
	  	
			
	Type of Competitive	  		  	
	Bid Loans Requested:	  	Eurodollar/Absolute	  	
			
	Requested Drawdown Date:	  	  
	  	

  

					
	 Principal Amount of
 Competitive Bid Loan

Offered
	  	Requested
Interest Period(s)	  	Proposed Competitive Bid
Rate/Competitive Bid Margin


I certify that the above is true and correct, and that the offer(s) set forth above irrevocably obligates us to make such Competitive Bid
Loan(s) if such offer(s) is/are accepted by the Borrower and all of the conditions set forth in §11 of the Credit Agreement have been satisfied as of the requested Drawdown Date. 

 

			
	[NAME OF BANK]
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	Date:	 	 









 EXHIBIT I 
 FORM OF NOTICE OF 
 ACCEPTANCE/REJECTION OF COMPETITIVE BID QUOTE(S)

 WASTE MANAGEMENT, INC. 
 Second Amended and Restated Revolving Credit Agreement 
 (the “Credit
Agreement”) dated as of July 26, 2013 
  

					
	Notice of Competitive Bid Quote(s) under §4.7	  		  	
			
	 Date of Competitive Bid Quote Request:
	  	  
	  	
			
	 Type of Competitive Bid Loans Requested:
	  	Eurodollar/Absolute	  	
			
	 Requested Drawdown Date:
	  	  
	  	

 We hereby accept the following Competitive Bid Quote(s): 

 

							
	 Principal
 Amount of Quotes
	  	Interest Period(s)	  	Competitive Rate/
Competitive Bid Margin	  	Bank

 We hereby reject the following Competitive Bid Quote(s): 
  

							
	 Principal
 Amount of Quotes
	  	Interest Period(s)	  	Competitive Rate/
Competitive Bid Margin	  	Bank

 The accepted and rejected Competitive Bid Quotes described above constitute all Competitive Bid Quotes submitted by the Banks in accordance with §4.5 of the Credit Agreement. 

 

			
	WASTE MANAGEMENT, INC.
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	Date:	 	 









 EXHIBIT J 
 FORM OF ADMINISTRATIVE QUESTIONNAIRE 
 See attached.










			
	 ADMINISTRATIVE DETAILS REPLY FORM – (US DOLLAR ONLY)
 CONFIDENTIAL
	 	





  

 1. Borrower or Deal Name Waste Management, Inc. 

E-mail this document with your commitment letter to: Angela Lau 

E-mail address of recipient: angela.lau@baml.com 
 2. Legal Name of Lender of Record for Signature Page:                
                                         
                                         
                                         
      

			
	 Markit Entity Identifier (MEI) #
	 	
 




  

			
	 Fund Manager Name (if applicable)
	  	
 




 Legal Address from Tax Document of Lender of Record:


			
	 Country
	 	
 




  

			
	 Address
	 	
 




  

													
	City	 	  
	 	 	State/Province	  	 	  
	 	Country	 	  




 


 3. Domestic Funding Address: 

 

			
	Street Address	 	  


  

			
	Suite/Mail Code	 	  


  

							
	City	 	  
	 	State	 	  


  

							
	Postal Code	 	  
	 	Country	 	  


 

 4. Eurodollar Funding Address: 

 

			
	Street Address	 	  


  

			
	Suite/ Mail Code	 	  


  

							
	City	 	  
	 	State	 	  


  

							
	Postal Code	 	  
	 	Country	 	  


 
 

  
 5. Credit Contact Information:

 Syndicate level information (which may contain material non-public information about the
Borrower and its related parties or their respective securities will be made available to the Credit Contact(s). The Credit Contacts identified must be able to receive such information in accordance with his/her institution’s compliance
procedures and applicable laws, including Federal and State securities laws. 
 Primary Credit
Contact: 
  

			
	First Name	 	  

	Middle Name	 	  

	Last Name	 	  

	Title	 	  

	Street Address	 	  

	Suite/Mail Code	 	  

	City	 	  

	State	 	  

	Postal Code	 	  

	Country	 	  

	Office Telephone #	 	  

	Office Facsimile #	 	  

	Work E-Mail Address	 	  

	IntraLinks/SyndTrak	 	
	E-Mail Address	 	  


 Secondary Credit Contact: 

 

			
	First Name	 	  

	Middle Name	 	  

	Last Name	 	  

	Title	 	  

	Street Address	 	  

	Suite/Mail Code	 	  

	City	 	  

	State	 	  

	Postal Code	 	  

	Country	 	  

	Office Telephone #	 	  

	Office Facsimile #	 	  

	Work E-Mail Address	 	  

	IntraLinks/SyndTrak	 	
	E-Mail Address	 	  



  

        1  |   REV April 2013 










			
	 ADMINISTRATIVE DETAILS REPLY FORM – (US DOLLAR ONLY)
 CONFIDENTIAL
	 	





  


 Primary Operations Contact: 

 

									
	 First
	 	  
	 	MI         	 	Last	 	  


  

			
	Title	 	  


  

			
	Street Address	 	  


  

			
	 Suite/ Mail Code
	 	  


  

							
	City	 	  
	 	State	 	  


  

							
	Postal Code	 	  
	 	Country	 	  


  

							
	 Telephone
	 	  
	 	Facsimile	 	  


  

			
	E-Mail Address	 	  


  

			
	IntraLinks/SyndTrak E-Mail	 	

  

			
	Address	 	  


 

 Secondary Operations Contact: 

 

									
	 First
	 	  
	 	MI         	 	Last	 	  


  

			
	Title	 	  


  

			
	Street Address	 	  


  

			
	 Suite/ Mail Code
	 	  


  

							
	City	 	  
	 	State	 	  


  

							
	Postal Code	 	  
	 	Country	 	  


  

							
	 Telephone
	 	  
	 	Facsimile	 	  


  

			
	E-Mail Address	 	  


  

			
	IntraLinks/SyndTrak E-Mail	 	

  

			
	Address	 	  


 
 

  
 Does Secondary
Operations Contact need copy of notices?          YES          NO 

 


 Letter of Credit Contact: 

 

									
	 First
	 	  
	 	MI         	 	Last	 	  


  

			
	Title	 	  


  

			
	Street Address	 	  


  

			
	 Suite/ Mail Code
	 	  


  

							
	City	 	  
	 	State	 	  


  

							
	Postal Code	 	  
	 	Country	 	  


  

							
	 Telephone
	 	  
	 	Facsimile	 	  


  

			
	E-Mail Address	 	  



 


 Draft Documentation Contact or Legal Counsel: 

 

									
	 First
	 	  
	 	MI         	 	Last	 	  


  

			
	Title	 	  


  

			
	Street Address	 	  


  

			
	 Suite/ Mail Code
	 	  


  

							
	City	 	  
	 	State	 	  


  

							
	Postal Code	 	  
	 	Country	 	  


  

							
	 Telephone
	 	  
	 	Facsimile	 	  


  

			
	E-Mail Address	 	  


 
 

  
 6. Lender’s Fed Wire Payment
Instructions: 
 Pay to: 
  

			
	Bank Name	 	  



  

			
	ABA #	 	  



  
  

							
	City	 	  
	 	State	 	  



  

			
	Account #	 	  



  

			
	Account Name	 	  



  

			
	Attention	 	  



 7. Lender’s Standby Letter of Credit, Commercial Letter of Credit, and Bankers’ Acceptance Fed Wire
Payment Instructions (if applicable): 
 Pay to: 

 

			
	Bank Name	 	  



  

			
	ABA #	 	  



  
  

							
	City	 	  
	 	State	 	  



  

			
	Account #	 	  



  

			
	Account Name	 	  



  

			
	Attention	 	  



 Can the Lender’s Fed Wire Payment Instructions in Section 6 be used?
         YES          NO 

  

        2  |   REV April 2013 










			
	 ADMINISTRATIVE DETAILS REPLY FORM – (US DOLLAR ONLY)
 CONFIDENTIAL
	 	





  

 8. Lender’s Organizational Structure and Tax Status 

Please refer to the enclosed withholding tax instructions below and then complete this section accordingly: 

Lender Taxpayer Identification Number (TIN):         
         -                           
                            
 Tax Withholding Form Delivered to Bank of America (check applicable one): 

        W-9       
          W-8BEN
                W-8ECI             W-8EXP                 W-8IMY 

Tax Contact: 
 First
                                 MI      Last
                             
 Title
                                         
                            
 Street Address
                                         
                            
 Suite/ Mail Code
                                         
                         
 City
                                         
        State                            

Postal Code
                             Country
                               
 Telephone                          Facsimile
                             
 E-Mail Address
                                         
                      

NON–U.S. LENDER INSTITUTIONS 
 1.
Corporations: 
 If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the beneficial
owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN (Certificate of Foreign Status of Beneficial
Owner), b.) Form W-8ECI (Income Effectively Connected to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency).

 A U.S. taxpayer identification number is required for any institution submitting a Form W-8
ECI. It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution. In
addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted. 
 2. Flow-Through Entities 
 If your institution is organized outside the U.S., and is classified for
U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement.
Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. 

Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of
faxed forms. Original tax form(s) must be submitted. 
 U.S. LENDER INSTITUTIONS: 

If your institution is incorporated or organized within the United States, you must complete and return Form W-9
(Request for Taxpayer Identification Number and Certification). Please be advised that we require an original form W-9. 
 Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned on or prior to the date on which your
institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding. 

  

        3  |   REV April 2013 










			
	 ADMINISTRATIVE DETAILS REPLY FORM – (US DOLLAR ONLY)
 CONFIDENTIAL
	 	





  


	*	Additional guidance and instructions as to where to submit this documentation can be found at this link: 


 
 



 
 9. Bank of America’s Payment Instructions: 

 

			
	Pay to:	 	Bank of America, N.A.
		 	ABA # 026009593
		 	New York, NY
		 	Account # 1292000883
		 	Attn: Corporate Credit Services
		 	Ref: Waste Management, Inc.


  

        4  |   REV April 2013 








 SCHEDULE 1 
 BANKS; COMMITMENTS 
  

					
	 Bank
	  	Commitment	 
	 JPMorgan Chase Bank, N.A.
	  	$	182,500,000	  
	 Bank of America, N.A.
	  	$	182,500,000	  
	 Barclays Bank PLC
	  	$	182,500,000	  
	 BNP Paribas
	  	$	137,500,000	  
	 Citibank, N.A.
	  	$	137,500,000	  
	 Deutsche Bank AG New York Branch
	  	$	137,500,000	  
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	$	137,500,000	  
	 The Royal Bank of Scotland plc
	  	$	137,500,000	  
	 U.S. Bank National Association
	  	$	137,500,000	  
	 Wells Fargo Bank, National Association
	  	$	137,500,000	  
	 Compass Bank
	  	$	90,000,000	  
	 Credit Suisse AG, Cayman Islands Branch
	  	$	90,000,000	  
	 Goldman Sachs Bank USA
	  	$	90,000,000	  
	 Mizuho Bank (USA)
	  	$	90,000,000	  
	 PNC Bank, National Association
	  	$	90,000,000	  
	 The Bank of Nova Scotia
	  	$	90,000,000	  
	 Comerica Bank
	  	$	50,000,000	  
	 Lloyds TSB Bank, Plc
	  	$	50,000,000	  
	 Sumitomo Mitsui Banking Corporation
	  	$	50,000,000	  
	 The Bank of New York Mellon
	  	$	50,000,000	  
		  	  
	  
	 
	 Total
	  	$	2,250,000,000	  
		  	  
	  
	 








 SCHEDULE 1.1 
 EXISTING LIENS 
  

	1.	Various capital leases entered into by Subsidiaries in the ordinary course of business for operating equipment and facilities. 


 

	2.	The note payable associated with the investment in federal low-income housing tax credits as described in Note 9, Income Taxes,
and Note 20, Variable Interest Entities, in the Annual Report on Form 10-K for the year ended December 31, 2012. 








 SCHEDULE 3.1 
 ISSUING BANKS AND ISSUING BANK LIMITS 
  

					
	 Bank of America, N.A.
	  	$	500,000,000	  
	 JPMorgan Chase Bank, N.A.
	  	$	500,000,000	  
	 Barclays Bank PLC
	  	$	250,000,000	  
	 Wells Fargo Bank, National Association
	  	$	250,000,000	  
	 PNC Bank, National Association
	  	$	200,000,000	  
	 U.S. Bank, National Association
	  	$	200,000,000	  
	 BNP Paribas
	  	$	100,000,000	  
	 Compass Bank
	  	$	100,000,000	  








 SCHEDULE 3.1.1 
 FORM OF INCREASE/DECREASE LETTER 
 Date:
                         
 Reference is made to the SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of July 26, 2013 (as amended and in effect from time to time, the “Credit Agreement”;
capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement), by and among WASTE MANAGEMENT, INC., a Delaware corporation (the “Borrower”), WASTE MANAGEMENT HOLDINGS,
INC., a wholly-owned Subsidiary of the Borrower (the “Guarantor”), certain Banks from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), and specifically to
Schedule 3.1 attached thereto. 
 The undersigned, being an Issuing Bank, hereby agrees pursuant to §3.1
of the Credit Agreement that the limit set forth in said Schedule 3.1 with respect to the undersigned shall, effective on the date hereof, be changed to $            .

 The Borrower, the Guarantor and the Administrative Agent acknowledge the foregoing. 

This letter agreement may be executed in any number of counterparts, and shall be governed by and construed in accordance with the law of
the State of New York. 
  

			
	Very truly yours,
	
	[Name of Issuing Bank]
		
	By:	 	 
	Name:	 	 
	Title:	 	 
	
	WASTE MANAGEMENT, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 









 
			
	WASTE MANAGEMENT HOLDINGS, INC.
		
	 By:
	 	 
	Name:	 	 
	Title:	 	 
	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 









 SCHEDULE 3.1.2 
 EXISTING LETTERS OF CREDIT 
  

																	
		  	Waste Management, Inc.	  				  				  			
		  	Outstanding Letters of Credit as of 7/19/13	  				  				  			
	 Issuing Bank
	  	LC No.	  	 Beneficiary Name
	  	Amount	 	  	Issuance
Date	 	  	Expiry Date	 
	 Bank of America
	  	T00000000213002	  	NATIONAL UNION FIRE INS. CO	  	$	9,467,000.00	  	  	 	4/2/2013	  	  	 	4/1/2014	  
		  	T00000001232800	  	THE BANK OF NEW YORK	  	$	27,757,743.00	  	  	 	6/22/2010	  	  	 	4/5/2014	  
		  	T00000001247976	  	THE BANK OF NEW YORK	  	$	7,356,311.00	  	  	 	6/22/2010	  	  	 	4/5/2014	  
		  	T00000001251000	  	THE BANK OF NEW YORK	  	$	15,236,713.00	  	  	 	6/22/2010	  	  	 	1/31/2014	  
		  	T00000001257761	  	THE BANK OF NEW YORK MELLON	  	$	22,368,877.00	  	  	 	6/22/2010	  	  	 	7/31/2014	  
		  	T00000001278952	  	NEW CASTLE COUNTY	  	$	340.00	  	  	 	6/22/2013	  	  	 	12/20/2013	  
		  	T00000001282117	  	CALIFORNIA INTEGRATE	  	$	200,000.00	  	  	 	6/22/2010	  	  	 	8/1/2013	  
		  	T00000001302974	  	PENNSYLVANIA DEP	  	$	18,284,965.00	  	  	 	4/20/2012	  	  	 	12/12/2013	  
		  	T00000001303357	  	CITY OF TAMPA, FLORIDA	  	$	1,500,000.00	  	  	 	12/6/2012	  	  	 	12/31/2013	  
		  	T00000001303916	  	COMMISSIONER, NY DEC	  	$	8,459,697.00	  	  	 	1/1/2013	  	  	 	1/15/2014	  
		  	T00000001323375	  	RELIANCE INSURANCE CO	  	$	1,940,808.00	  	  	 	4/16/2013	  	  	 	4/15/2014	  
		  	T00000001324248	  	WELLS FARGO BANK, NA	  	$	2,576,464.64	  	  	 	5/1/2013	  	  	 	4/30/2014	  
		  	T00000001335043	  	PENNSYLVANIA DEP	  	$	10,219,006.00	  	  	 	3/14/2013	  	  	 	3/13/2014	  
		  	T00000001335049	  	DEP PUBLIC WORKS COUNTY LA	  	$	10,000.00	  	  	 	6/22/2010	  	  	 	7/9/2014	  
		  	T00000001335064	  	CITY OF CHICAGO, COMMISSIONER	  	$	250,000.00	  	  	 	5/17/2013	  	  	 	5/16/2014	  
		  	T00000001409712	  	THE BANK OF NEW YORK	  	$	15,140,035.00	  	  	 	6/22/2010	  	  	 	6/8/2014	  
		  	T00000001411998	  	THE BANK OF NEW YORK	  	$	10,157,809.00	  	  	 	6/22/2010	  	  	 	7/18/2014	  
		  	T00000007269871	  	INSURANCE COMPANY OF NORTH AMERICA	  	$	582,000.00	  	  	 	1/1/2013	  	  	 	12/31/2013	  
		  	T00000007270224	  	PENNSYLVANIA DEP	  	$	225,326.00	  	  	 	4/20/2012	  	  	 	8/31/2013	  
		  	T00000007270536	  	JEFFERSON COUNTY BOARD OF ZONING	  	$	2,702,500.00	  	  	 	4/20/2012	  	  	 	8/31/2013	  
		  	T00000007285972	  	OLD REPUBLIC INSURANCE CO	  	$	100,000.00	  	  	 	4/3/2013	  	  	 	4/2/2014	  
		  	T00000007310687	  	WEST VIRGINIA DEP	  	$	32,000.00	  	  	 	1/1/2013	  	  	 	12/31/2013	  
		  	T00000007316467	  	CITY OF NORCO	  	$	15,000.00	  	  	 	3/2/2013	  	  	 	3/1/2014	  
		  	T00000007319982	  	MUNISING LANDFILL AUTHORITY	  	$	313,237.00	  	  	 	1/1/2013	  	  	 	12/31/2013	  
		  	T00000007400118	  	LUMBERMENS MUTUAL CASUALTY	  	$	20,000.00	  	  	 	10/1/2012	  	  	 	9/30/2013	  









																	
		  	T00000007400153	  	CITY OF TAMPA, CHIEF ACCOUNTANT	  	$	510,000.00	  	  	 	10/1/2012	  	  	 	9/30/2013	  
		  	T00000007400154	  	LUMBERMEN’S UNDERWRITING ALLIANCE	  	$	350,000.00	  	  	 	6/30/2010	  	  	 	9/30/2013	  
		  	T00000007401424	  	PUBLIC SERVICE ELECTRID & GAS CO	  	$	1,440,000.00	  	  	 	7/1/2013	  	  	 	6/30/2014	  
		  	T00000007402063	  	CAPE MAY COUNTY MUNICIPAL UTILITIES	  	$	200,000.00	  	  	 	4/20/2012	  	  	 	7/1/2014	  
		  	T00000007403099	  	STATE OF NEVADA DEPT INSURANCE	  	$	100,000.00	  	  	 	1/1/2013	  	  	 	12/31/2013	  
		  	T00000007404115	  	CITY OF DIAMOND BAR	  	$	125,000.00	  	  	 	6/30/2010	  	  	 	8/31/2013	  
		  	T00000007404298	  	CHARTER TOWNSHIP OF ORION	  	$	100,000.00	  	  	 	6/22/2010	  	  	 	10/31/2013	  
		  	T00000007404522	  	CITY OF CHICAGO	  	$	5,000.00	  	  	 	6/22/2010	  	  	 	12/1/2013	  
		  	T00000007404577	  	CITY OF CHICAGO	  	$	5,000.00	  	  	 	1/1/2013	  	  	 	12/31/2013	  
		  	T00000007405890	  	NATIONAL UNION FIRE INS. CO	  	$	244,145.00	  	  	 	10/3/2012	  	  	 	10/3/2013	  
		  	T00000007410766	  	VILLAGE OF WESTMONT	  	$	700,000.00	  	  	 	4/23/2013	  	  	 	5/31/2014	  
		  	T00000007412800	  	DEUTSCHE BANK TRUST CO	  	$	10,118,357.00	  	  	 	6/22/2010	  	  	 	11/20/2013	  
		  	T00000007414621	  	STEADFAST INSURANCE CO	  	$	8,492,177.00	  	  	 	4/20/2012	  	  	 	9/6/2013	  
		  	T00000050060807	  	RELIANCE INSURANCE CO	  	$	1,373,000.00	  	  	 	1/4/2013	  	  	 	1/1/2014	  
		  	T00000050061032	  	PENNSYLVANIA MANUF ASSOC INS	  	$	800,000.00	  	  	 	6/30/2010	  	  	 	7/21/2013	  
		  	T00000050061263	  	STATE OF FLORIDA, DEP LABOR & EMPL	  	$	100,000.00	  	  	 	6/22/2010	  	  	 	7/16/2014	  
		  	T00000050061572	  	SHADE TOWNSHIP	  	$	1,748,866.00	  	  	 	6/22/2010	  	  	 	9/1/2013	  
		  	T00000050061643	  	NATIONAL UNION FIRE INS. CO	  	$	581,250.00	  	  	 	5/17/2013	  	  	 	5/16/2014	  
		  	T00000050061680	  	WEST VIRGINIA DEP	  	$	32,000.00	  	  	 	4/1/2013	  	  	 	3/31/2014	  
		  	T00000050061694	  	VILLAGE OF HAWTHORN WOODS	  	$	50,000.00	  	  	 	6/22/2010	  	  	 	11/30/2013	  
		  	T00000050061801	  	NATIONAL UNION FIRE INS. CO	  	$	10,863,137.00	  	  	 	1/4/2013	  	  	 	1/1/2014	  
		  	T00000050061858	  	ARROWOOD INDEMNITY CO	  	$	24,000.00	  	  	 	5/17/2013	  	  	 	5/16/2014	  
		  	T00000050061869	  	VILLAGE OF HOLIDAY HILLS	  	$	10,000.00	  	  	 	6/22/2010	  	  	 	8/1/2013	  
		  	T00000050061886	  	PENNSYLVANIA DEP	  	$	14,384,305.00	  	  	 	6/22/2010	  	  	 	9/30/2013	  
		  	T00000050061897	  	STAFFORD COUNTY ADMINISTRATOR	  	$	160,000.00	  	  	 	6/22/2010	  	  	 	9/30/2013	  
		  	T00000050061910	  	CONSUMERS POWER CO.	  	$	283,470.00	  	  	 	5/5/2013	  	  	 	5/4/2014	  
		  	T00000050061917	  	AMERICAN HOME ASSURANCE CO	  	$	345,000.00	  	  	 	3/31/2013	  	  	 	3/30/2014	  
		  	T00000050061920	  	WASTE SYSTEM AUTH. E. MONTGOMER COUNTY	  	$	206,075.00	  	  	 	6/22/2010	  	  	 	9/30/2013	  
		  	T00000050061925	  	ANTRIM TOWNSHIP	  	$	1,080,000.00	  	  	 	6/14/2013	  	  	 	6/16/2014	  
		  	T00000050061975	  	NY DEC COMMISSIONER	  	$	10,831,400.00	  	  	 	2/4/2013	  	  	 	1/31/2014	  
		  	T00000050061985	  	AIG	  	$	260,000.00	  	  	 	4/1/2013	  	  	 	3/31/2014	  
		  	T00000050061986	  	AIG	  	$	250,000.00	  	  	 	4/1/2013	  	  	 	3/31/2014	  
		  	T00000050061998	  	CITY OF TWO RIVERS	  	$	5,000.00	  	  	 	5/10/2013	  	  	 	6/30/2014	  
		  	T00000050062000	  	VILLAGE OF THIRD LAKE	  	$	75,000.00	  	  	 	6/22/2010	  	  	 	11/30/2013	  









																	
		  	T00000050062044	  	CONTINENTAL CASUALTY CO	  	$	5,018,000.00	  	  	 	7/1/2013	  	  	 	6/30/2014	  
		  	T00000050062050	  	RAYFORD HUDSON	  	$	960,000.00	  	  	 	5/2/2013	  	  	 	5/1/2014	  
		  	T00000050062053	  	CITY OF CHICAGO	  	$	100,000.00	  	  	 	1/4/2013	  	  	 	12/31/2013	  
		  	T00000050062054	  	CITY OF CHICAGO	  	$	500,000.00	  	  	 	1/4/2013	  	  	 	12/31/2013	  
		  	T00000050062099	  	NEW JERSERY DEP COMMISSIONER	  	$	239,610.00	  	  	 	12/8/2012	  	  	 	12/8/2013	  
		  	T00000050062119	  	ACE AMERICAN INSURANCE	  	$	1,740,679.00	  	  	 	12/1/2012	  	  	 	12/1/2013	  
		  	T00000050062137	  	ACE-INA OVERSEAS INSURANCE	  	$	740,799.00	  	  	 	6/22/2010	  	  	 	7/30/2013	  
		  	T00000050062140	  	NATIONAL UNION FIRE INS. CO	  	$	250,000.00	  	  	 	7/1/2013	  	  	 	6/30/2014	  
		  	T00000050062141	  	NATIONAL UNION FIRE INS. CO	  	$	3,085,000.00	  	  	 	7/1/2013	  	  	 	6/30/2014	  
		  	T00000064016602	  	NATIONAL RESOURCE RECOVERY	  	$	50,000.00	  	  	 	6/1/2013	  	  	 	5/31/2014	  
		  	T00000064016609	  	DEQ MICHIGAN	  	$	160,000.00	  	  	 	5/24/2013	  	  	 	5/25/2014	  
		  	T00000064016613	  	COUNTY COMMISSIONERS OF WORCESTER COUNTY	  	$	300,000.00	  	  	 	6/5/2013	  	  	 	6/30/2014	  
		  	T00000064016621	  	NEW ENGLAND POWER CO	  	$	340,788.00	  	  	 	6/22/2010	  	  	 	9/6/2013	  
		  	T00000064016622	  	ISO NEW ENGLAND INC.	  	$	20,885.22	  	  	 	6/22/2010	  	  	 	2/28/2014	  
		  	T00000064016624	  	ACE AMERICAN INSURANCE	  	$	21,350,000.00	  	  	 	6/22/2010	  	  	 	12/15/2013	  
		  	T00000064016628	  	ISO NEW ENGLAND INC.	  	$	47,493.04	  	  	 	6/22/2010	  	  	 	8/31/2014	  
		  	T00000064016635	  	CITY OF WINTERS	  	$	14,000.00	  	  	 	6/22/2010	  	  	 	12/11/2013	  
		  	T00000064016655	  	THE BANK OF NEW YORK MELLON	  	$	10,138,889.00	  	  	 	6/22/2010	  	  	 	8/10/2014	  
		  	T00000064016661	  	ISO NEW ENGLAND INC.	  	$	53,730.33	  	  	 	6/22/2010	  	  	 	9/21/2014	  
		  	T00000064016664	  	U.S. BANK NATIONAL ASSOC	  	$	10,180,556.00	  	  	 	6/22/2010	  	  	 	8/10/2014	  
		  	T00000064016672	  	COUNTY OF MONMOUTH, NJ	  	$	200,000.00	  	  	 	3/8/2013	  	  	 	3/7/2014	  
		  	T00000064016680	  	CITY OF PRIOR LAKE	  	$	1,000.00	  	  	 	3/20/2013	  	  	 	4/1/2014	  
		  	T00000064016683	  	DUKE ENERGY CAROLINAS LLC	  	$	150,000.00	  	  	 	6/23/2013	  	  	 	6/22/2014	  
		  	T00000064016686	  	CALIFORNIA DEPARTMENT FISH & GAME	  	$	747,961.00	  	  	 	10/1/2012	  	  	 	8/20/2013	  
		  	T00000064016688	  	WAYNE COUNTY AIRPORT AUTH	  	$	10,000.00	  	  	 	10/26/2010	  	  	 	10/22/2013	  
		  	T00000064016689	  	AEP OHIO	  	$	54,000.00	  	  	 	11/5/2010	  	  	 	11/5/2013	  
		  	T00000064016690	  	TENNESSEE VALLEY AUTHORITY	  	$	600,000.00	  	  	 	11/22/2010	  	  	 	11/16/2013	  
		  	T00000064551002	  	COUNTY ADMINISTRATOR BROWARD COUNTY	  	$	22,024.00	  	  	 	12/15/2010	  	  	 	12/5/2013	  
		  	T00000064551004	  	TENNESSEE VALLEY AUTHORITY	  	$	200,000.00	  	  	 	1/14/2011	  	  	 	1/13/2014	  
		  	T00000064551007	  	VILLAGE OF RICHMOND	  	$	25,000.00	  	  	 	3/2/2013	  	  	 	3/1/2014	  
		  	T00000064551018	  	CITY OF TAMPA	  	$	5,000.00	  	  	 	10/18/2011	  	  	 	10/16/2013	  
		  	T00000064551020	  	PENNSYLVANIA DEP	  	$	20,000.00	  	  	 	11/18/2011	  	  	 	11/18/2014	  
		  	T00000064551023	  	CITY OF TACOMA	  	$	100,000.00	  	  	 	12/6/2012	  	  	 	12/31/2013	  
		  	T00000064551026	  	LAKE COUNTY STORMWATER MNGT COM	  	$	169,838.00	  	  	 	4/13/2012	  	  	 	4/20/2014	  









																	
		  	T00000064551029	  	NEW YORK INDEPENDENT SYSTEM OP	  	$	10,000.00	  	  	 	5/25/2012	  	  	 	5/25/2014	  
		  	T00000068012181	  	CITY OF SANTA CLARITA	  	$	250,000.00	  	  	 	4/14/2013	  	  	 	4/13/2014	  
		  	T00000068031686	  	THE BANK OF NEW YORK MELLON	  	$	6,657,879.00	  	  	 	6/22/2010	  	  	 	8/10/2014	  
		  	T00000068031687	  	THE BANK OF NEW YORK MELLON	  	$	8,519,656.00	  	  	 	6/22/2010	  	  	 	8/10/2014	  
		  	T00000068052569	  	TENNESSEE VALLEY AUTHORITY	  	$	500,000.00	  	  	 	4/20/2012	  	  	 	8/20/2013	  
	Bank of America Total (98 LCs)	  		  		  	$	294,300,801.23	  	  				  			
	 BNP
	  	BNP S401645	  	CITY OF DEL MAR	  	$	100,000.00	  	  	 	6/22/2010	  	  	 	6/30/2013	  
	 BNP Total (1 LC)
	  		  		  	$	100,000.00	  	  				  			
	 JPMorgan
	  	JPM P010300	  	THE BANK OF NEW YORK, AS TRUSTEE	  	$	5,793,498.00	  	  	 	6/22/2010	  	  	 	6/30/2014	  
		  	JPM P010301	  	THE BANK OF NEW YORK MELLON, AS TRUSTEE	  	$	4,414,094.00	  	  	 	6/22/2010	  	  	 	12/31/2013	  
		  	JPM P010302	  	THE BANK OF NEW YORK, AS TRUSTEE	  	$	20,323,221.00	  	  	 	6/22/2010	  	  	 	12/31/2013	  
		  	JPM P224678	  	NATIONAL UNION FIRE INS CO	  	$	99,400.00	  	  	 	6/22/2010	  	  	 	5/31/2014	  
		  	JPM P224680	  	NATIONAL UNION FIRE INS CO	  	$	900,000.00	  	  	 	6/22/2010	  	  	 	8/8/2013	  
		  	JPM P224681	  	NATIONAL UNION FIRE INS CO	  	$	1,911,666.00	  	  	 	6/22/2010	  	  	 	1/31/2014	  
		  	JPM P224694	  	CALIFORNIA REGIONAL WATER QUALITY BOARD	  	$	207,671.40	  	  	 	6/22/2010	  	  	 	10/30/2013	  
		  	JPM P225252	  	BANK OF NEW YORK	  	$	20,279,452.06	  	  	 	6/22/2010	  	  	 	3/18/2014	  
		  	JPM P225809	  	BANK OF NEW YORK	  	$	10,118,357.00	  	  	 	6/22/2010	  	  	 	5/29/2014	  
		  	JPM P227887	  	BANK OF NEW YORK	  	$	20,236,713.00	  	  	 	6/22/2010	  	  	 	7/24/2013	  
		  	JPM P228576	  	BANK OF NEW YORK	  	$	14,327,593.00	  	  	 	6/22/2010	  	  	 	8/9/2013	  
		  	JPM P230274	  	BANK OF NEW YORK MELLON	  	$	10,118,357.00	  	  	 	6/22/2010	  	  	 	9/24/2013	  
		  	JPM P230584	  	BANK OF NEW YORK MELLON	  	$	20,236,713.00	  	  	 	6/22/2010	  	  	 	10/4/2013	  
		  	JPM P231095	  	DEUTSCHE BANK TRUST CO	  	$	14,165,699.00	  	  	 	6/22/2010	  	  	 	10/23/2013	  
		  	JPM P231096	  	DEUTSCHE BANK TRUST CO	  	$	25,295,891.00	  	  	 	6/22/2010	  	  	 	10/23/2013	  
		  	JPM P231097	  	DEUTSCHE BANK TRUST CO	  	$	4,755,628.00	  	  	 	6/22/2010	  	  	 	10/23/2013	  
		  	JPM P231098	  	DEUTSCHE BANK TRUST CO	  	$	20,236,713.00	  	  	 	6/22/2010	  	  	 	10/23/2013	  
		  	JPM P232178	  	BANK OF NEW YORK	  	$	25,295,891.00	  	  	 	6/22/2010	  	  	 	11/26/2013	  
		  	JPM P247295	  	DEUTSCHE BANK TRUST CO	  	$	35,414,247.00	  	  	 	6/22/2010	  	  	 	4/14/2014	  
		  	JPM S-259033	  	PJM INTERCONNECTION LLC	  	$	164,400.00	  	  	 	6/28/2012	  	  	 	6/30/2014	  
		  	JPM S-259035	  	PJM INTERCONNECTION LLC	  	$	367,000.00	  	  	 	6/28/2012	  	  	 	6/30/2014	  
		  	JPM S265736	  	BANK OF NEW YORK	  	$	20,230,137.00	  	  	 	6/22/2010	  	  	 	12/12/2013	  
		  	JPM S-275879	  	ISO NEW ENGLAND INC	  	$	150,000.00	  	  	 	7/17/2012	  	  	 	7/18/2013	  









																	
		  	JPM S317905	  	MIDWEST INDEPENDENT TRANSMISSION SYS	  	$	67,177.00	  	  	 	12/16/2011	  	  	 	12/15/2013	  
		  	JPM S747619	  	CITY OF ANN ARBOR	  	$	250,000.00	  	  	 	6/22/2010	  	  	 	6/30/2014	  
		  	JPM S761990	  	SUTTON BROOK DISPOSAL AREA SUPERFUND SITE	  	$	3,360,104.00	  	  	 	6/22/2010	  	  	 	9/20/2013	  
		  	JPM S-881373	  	PENSYLVANIA DEP	  	$	20,000.00	  	  	 	9/30/2010	  	  	 	9/30/2013	  
		  	JPM S-907859	  	COUNTY OF VENTURA PUBLIC WORKS	  	$	1,000,000.00	  	  	 	2/2/2011	  	  	 	2/1/2014	  
		  	JPM S-917985	  	COUNTY OF SANTA BARBARA	  	$	1,032,000.00	  	  	 	3/21/2011	  	  	 	3/21/2014	  
		  	JPM TFTS 867061	  	EXXON MOBIL	  	$	3,400,000.00	  	  	 	8/23/2010	  	  	 	8/26/2013	  
		  	JPM TFTS821440	  	NEVADA POWER COMPANY	  	$	491,000.00	  	  	 	6/22/2010	  	  	 	2/8/2014	  
		  	JPM TFTS838883	  	SOUTHEASTERN PUBLIC SERV AUTH VIRGINIA	  	$	5,000,000.00	  	  	 	6/22/2010	  	  	 	4/30/2014	  
		  	JPM TFTS841563	  	CITY OF LA HABRA	  	$	100,000.00	  	  	 	6/22/2010	  	  	 	5/31/2014	  
		  	JPM TFTS-921354	  	COUNTY OF SANTA BARBARA	  	$	1,206,000.00	  	  	 	5/12/2011	  	  	 	4/4/2014	  
		  	JPM TFTS-940609	  	VILLAGE OF AURORA	  	$	500,000.00	  	  	 	5/25/2011	  	  	 	5/31/2014	  
	JPMorgan Total (35 LCs)	  		  		  	$	291,468,622.46	  	  				  			
	 PNC
	  	PNC 18102759	  	ACE INSURANCE CO	  	$	53,600,000.00	  	  	 	6/22/2010	  	  	 	12/31/2013	  
		  	PNC 18102837	  	CUMBERLAND IMPROVEMENT AUTH	  	$	400,000.00	  	  	 	6/22/2010	  	  	 	2/15/2014	  
		  	PNC 18103139	  	CITY OF ELK GROVE	  	$	140,000.00	  	  	 	1/27/2011	  	  	 	3/31/2014	  
		  	PNC 18103294	  	LIBERTY MUTUAL INSURANCE CO	  	$	500,000.00	  	  	 	6/22/2010	  	  	 	5/21/2014	  
		  	PNC 18110471	  	DEUTSCHE BANK TRUST CO	  	$	11,130,192.00	  	  	 	6/22/2010	  	  	 	9/25/2013	  
		  	PNC 18110472	  	THE BANK OF NEW YORK, AS TRUSTEE	  	$	25,295,891.00	  	  	 	6/22/2010	  	  	 	9/25/2014	  
		  	PNC 18110584	  	DEUTSCHE BANK TRUST CO	  	$	7,538,176.00	  	  	 	6/22/2010	  	  	 	10/16/2013	  
		  	PNC 18111692	  	CITY OF SIMI VALLEY	  	$	5,000.00	  	  	 	6/22/2010	  	  	 	6/30/2014	  
		  	PNC 18111741	  	NEW JERSEY DEP	  	$	58,500.00	  	  	 	6/22/2010	  	  	 	8/24/2014	  
		  	PNC 18111906	  	CITY OF MORPARK	  	$	20,000.00	  	  	 	6/22/2010	  	  	 	6/30/2014	  
		  	PNC 18112080	  	CANADIAN NATIONAL RAILWAY	  	$	25,000.00	  	  	 	6/22/2010	  	  	 	9/14/2013	  
		  	PNC 18112161	  	CITY OF SANTA CLARITA	  	$	20,000.00	  	  	 	11/3/2010	  	  	 	1/17/2014	  
		  	PNC 18112292	  	SAN JOAQUIN VALLEY UNIFIED AIR POLUTION CONTROL DISTRICT	  	$	50,000.00	  	  	 	6/22/2010	  	  	 	11/10/2013	  
		  	PNC 18114752	  	CITY OF NEW YORK	  	$	31,342,145.00	  	  	 	3/25/2011	  	  	 	6/30/2014	  
		  	PNC 18114753	  	CITY OF NEW YORK	  	$	20,627,753.00	  	  	 	3/25/2011	  	  	 	6/30/2014	  
		  	PNC 18115486	  	SOUTHERN CALIFORNIA GAS CO	  	$	15,000.00	  	  	 	8/8/2011	  	  	 	8/8/2014	  
		  	PNC 18115509	  	CITY OF BURBANK	  	$	4,500,000.00	  	  	 	8/8/2011	  	  	 	8/8/2014	  









																	
		  	PNC 18117826	  	ARIZONA PUBLIC SERVICE CO	  	$	2,159,429.00	  	  	 	8/8/2012	  	  	 	8/31/2014	  
	 PNC Total

(18 LCs)
	  		  		  	$	157,427,086.00	  	  				  			
	 Wells

Fargo
	  	WL IS0019225U	  	LA COUNTY DEPARTMENT OF PUBLIC WORKS	  	$	10,000,000.00	  	  	 	1/4/2013	  	  	 	1/4/2014	  
		  	WL LC870-093799	  	STATE STREET BANK AND TRUST	  	$	36,686,795.00	  	  	 	6/22/2010	  	  	 	3/5/2014	  
		  	WL LC870-097201	  	STATE STREET BANK AND TRUST	  	$	2,500,000.00	  	  	 	6/22/2010	  	  	 	2/18/2014	  
		  	WL LC870-112455	  	BANK OF NEW YORK	  	$	15,260,000.00	  	  	 	6/22/2010	  	  	 	10/5/2013	  
		  	WL LC870123639	  	BANK OF NEW YORK	  	$	10,173,334.00	  	  	 	10/1/2010	  	  	 	10/1/2013	  
		  	WL SM203351W	  	COMMISSIONER, NEW YORK DEC	  	$	68,657,993.00	  	  	 	6/22/2010	  	  	 	5/31/2014	  
		  	WL SM204054W	  	BANK OF NEW YORK	  	$	15,177,535.00	  	  	 	6/22/2010	  	  	 	7/15/2014	  
		  	WL SM204597W	  	DEUTSCHE BANK TRUST CO	  	$	10,121,644.00	  	  	 	6/22/2010	  	  	 	8/25/2014	  
		  	WL SM204784W	  	DEUTSCHE BANK TRUST CO	  	$	30,355,069.00	  	  	 	9/9/2010	  	  	 	9/9/2013	  
		  	WL SM205509W	  	DEUTSCHE BANK TRUST CO	  	$	4,224,414.00	  	  	 	6/22/2010	  	  	 	10/31/2013	  
		  	WL SM205510W	  	DEUTSCHE BANK TRUST CO	  	$	4,401,485.00	  	  	 	6/22/2010	  	  	 	10/31/2013	  
		  		  		  	  
	  
	 	  				  			
	Wells Fargo Total (11 LCs)	  		  		  	$	207,558,269.00	  	  				  			
		  		  		  	  
	  
	 	  				  			
	 Grand Total
	  		  		  	$	950,854,778.69	  	  				  			
		  		  		  	  
	  
	 	  				  			








 SCHEDULE 6.7 
 LITIGATION 
 See the disclosure provided in (1) the
“Litigation” and “Environmental Matters” sections of Note 7, Commitments and Contingencies, to Borrower’s condensed consolidated financial statements included within its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 and (2) the “Litigation” and “Environmental Matters” sections of Note 11, Commitments and Contingencies,
to Borrower’s consolidated financial statements included within its Annual Report on Form 10-K for the fiscal year ended December 31, 2012. 







 SCHEDULE 6.15 
 ENVIRONMENTAL COMPLIANCE 
 See the disclosure provided in (1) Note 2, Landfill
and Environmental Remediation Liabilities and the “Environmental Matters” and “Litigation” sections of Note 7, Commitments and Contingencies, to Borrower’s condensed consolidated financial statements included
within its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 and (2) Note 4, Landfill and Environmental Remediation Liabilities, and the “Environmental
Matters” and “Litigation” sections of Note 11, Commitments and Contingencies, to Borrower’s consolidated financial statements included within its Annual Report on Form 10-K
for the fiscal year ended December 31, 2012. 







 SCHEDULE 8.1(a) 

EXISTING INDEBTEDNESS 
  

									
	 Name
	  	Principal	 	  	Maturity	 
	 Waste Management Holdings Senior Notes:
	  				  			
	 $450,000,000 due 8/01/26
	  	$	448,975,000	  	  	 	8/1/2026	  
		  	  
	  
	 	  			
	 Total WM Holdings Senior Notes
	  	$	448,975,000	  	  			
		  	  
	  
	 	  			
	 Tax Exempt Revenue Bonds:
	  				  			
	 Amelia, Virginia due 4/1/27
	  	 	26,800,000	  	  	 	4/1/2027	  
	 Arkansas due 6/01/28
	  	 	15,000,000	  	  	 	6/1/2028	  
	 Brazoria County
	  	 	12,000,000	  	  	 	5/1/2028	  
	 Bucks County due 12/01/22
	  	 	25,000,000	  	  	 	12/1/2022	  
	 California CPCFA
	  	 	35,700,000	  	  	 	11/1/2038	  
	 California CPCFA 2005A
	  	 	50,000,000	  	  	 	4/1/2025	  
	 California CPCFA 2005B
	  	 	50,000,000	  	  	 	4/1/2025	  
	 California CPCFA 2005C
	  	 	75,000,000	  	  	 	11/1/2023	  
	 California CPCFA due 1/1/22
	  	 	48,500,000	  	  	 	1/1/2022	  
	 California CPCFA due 12/01/27
	  	 	15,000,000	  	  	 	12/1/2027	  
	 California CPCFA due 7/01/31
	  	 	19,000,000	  	  	 	7/1/2031	  
	 California CPCFA due 7/1/27
	  	 	38,435,000	  	  	 	7/1/2027	  
	 California Municipal Finance Authority
	  	 	15,000,000	  	  	 	9/1/2014	  
	 California Municipal Finance Authority—2008 Issuance
	  	 	33,900,000	  	  	 	2/1/2019	  
	 California Municipal Finance Authority—2009A
	  	 	30,000,000	  	  	 	2/1/2039	  
	 Charles City (Virginia due 2/1/29)
	  	 	30,000,000	  	  	 	2/1/2029	  
	 Charles City (Virginia)
	  	 	10,000,000	  	  	 	8/1/2027	  
	 Charles City (Virginia) due 4/1/27
	  	 	10,000,000	  	  	 	4/1/2027	  
	 City of Granite City Illinois due 5/1/27
	  	 	30,320,000	  	  	 	5/1/2027	  
	 City of Minor Lane Heights due 3/1/21
	  	 	11,000,000	  	  	 	3/1/2021	  
	 City of Mobile
	  	 	4,175,000	  	  	 	10/1/2038	  
	 Cobb County Series 2004A
	  	 	10,000,000	  	  	 	4/1/2033	  
	 Cobb County Series 2004B
	  	 	10,000,000	  	  	 	4/1/2033	  
	 Colorado due 7/1/27
	  	 	14,160,000	  	  	 	7/1/2027	  
	 Colorado due 8/1/38
	  	 	10,000,000	  	  	 	8/1/2038	  
	 Colorado Series 2004
	  	 	10,840,000	  	  	 	7/1/2018	  
	 Countryside (Lake County) due 4/1/21
	  	 	5,670,000	  	  	 	4/1/2021	  
	 Countryside (Lake County) due 9/1/21
	  	 	4,320,000	  	  	 	9/1/2021	  
	 County of Logan due 3/1/21
	  	 	7,450,000	  	  	 	3/1/2021	  
	 Denton County (TX 2003B)
	  	 	10,000,000	  	  	 	5/1/2028	  
	 Gilliam County
	  	 	15,000,000	  	  	 	7/1/2038	  
	 Gilliam County (2007)
	  	 	25,000,000	  	  	 	10/1/2018	  
	 Gilliam County due 07/01/29
	  	 	25,000,000	  	  	 	7/1/2029	  
	 Gilliam County due 08/01/25
	  	 	15,900,000	  	  	 	8/1/2025	  
	 Gloucester (VA 2003A)
	  	 	10,000,000	  	  	 	9/1/2038	  
	 Gulf Coast Series 2004A
	  	 	35,000,000	  	  	 	4/1/2019	  
	 Hampton due 9/1/28
	  	 	10,000,000	  	  	 	9/1/2028	  
	 Harrison County (West Virginia due 4/1/24)
	  	 	8,420,000	  	  	 	4/1/2024	  
	 Illinois due 10/1/2023
	  	 	20,000,000	  	  	 	10/1/2023	  
	 Illinois due 8/1/2029
	  	 	30,000,000	  	  	 	8/1/2029	  
	 Illinois due 9/1/27
	  	 	30,000,000	  	  	 	9/1/2027	  









									
	 Indiana due 10/01/25
	  	 	14,000,000	  	  	 	10/1/2025	  
	 Indiana due 10/01/25
	  	 	25,000,000	  	  	 	10/1/2025	  
	 Indiana due 10/01/31
	  	 	10,000,000	  	  	 	10/1/2031	  
	 King George due 6/1/23
	  	 	20,000,000	  	  	 	6/1/2023	  
	 King George due 9/1/21 (Garnet)
	  	 	19,890,000	  	  	 	9/1/2021	  
	 Maine
	  	 	13,500,000	  	  	 	11/1/2015	  
	 Maine
	  	 	30,000,000	  	  	 	2/1/2016	  
	 Maricopa (Arizona) due 12/01/31
	  	 	15,580,000	  	  	 	12/1/2031	  
	 Maryland due 4/1/16
	  	 	10,200,000	  	  	 	4/1/2016	  
	 Massachusetts
	  	 	15,000,000	  	  	 	6/1/2014	  
	 Massachusetts due 5/1/27
	  	 	15,000,000	  	  	 	5/1/2027	  
	 Miami Dade County Series 2004A
	  	 	11,500,000	  	  	 	12/1/2018	  
	 Miami Dade County Series 2004B
	  	 	11,500,000	  	  	 	12/1/2018	  
	 Miami Dade County Series 2006
	  	 	25,000,000	  	  	 	10/1/2018	  
	 Miami Dade County Series 2007
	  	 	25,000,000	  	  	 	9/1/2027	  
	 Miami Dade County Series 2008
	  	 	25,000,000	  	  	 	8/1/2023	  
	 Miami Dade County Series 2011
	  	 	20,000,000	  	  	 	11/1/2041	  
	 Michigan due 12/1/2013
	  	 	22,000,000	  	  	 	12/1/2013	  
	 Michigan due 8/1/2027
	  	 	35,000,000	  	  	 	8/1/2027	  
	 Michigan Strategic Fund
	  	 	13,000,000	  	  	 	12/1/2013	  
	 Mission, TX Series 2006
	  	 	41,750,000	  	  	 	12/1/2018	  
	 Mississippi due 3/1/27
	  	 	10,000,000	  	  	 	3/1/2027	  
	 Mississippi due 3/1/29
	  	 	10,000,000	  	  	 	3/1/2029	  
	 Mississippi due 7/1/2017
	  	 	20,000,000	  	  	 	7/1/2017	  
	 Mississippi due 7/1/28
	  	 	10,000,000	  	  	 	7/1/2028	  
	 Nashville (Tennessee) due 8/01/31
	  	 	10,000,000	  	  	 	8/1/2031	  
	 Nebraska
	  	 	10,000,000	  	  	 	11/1/2033	  
	 Nevada due 10/01/14
	  	 	10,000,000	  	  	 	10/1/2014	  
	 New Jersey due 11/01/13
	  	 	20,000,000	  	  	 	11/1/2013	  
	 New Jersey due 6/01/15
	  	 	15,000,000	  	  	 	6/1/2015	  
	 New Jersey due 6/01/15
	  	 	10,000,000	  	  	 	6/1/2015	  
	 New York City due 12/1/17
	  	 	20,000,000	  	  	 	12/1/2017	  
	 New York City due 5/1/19
	  	 	25,000,000	  	  	 	5/1/2019	  
	 New York Series 2004A
	  	 	20,000,000	  	  	 	7/1/2017	  
	 New York Series 2012
	  	 	25,000,000	  	  	 	5/1/2030	  
	 North Carolina due 8/01/14
	  	 	6,500,000	  	  	 	8/1/2014	  
	 North Sumter, AL
	  	 	4,350,000	  	  	 	10/1/2038	  
	 Ohio WDA due 11/1/22
	  	 	45,865,000	  	  	 	11/1/2022	  
	 Ohio WDA due 7/1/21
	  	 	15,000,000	  	  	 	7/1/2021	  
	 Okeechobee due 8/1/24
	  	 	15,000,000	  	  	 	8/1/2024	  
	 Okeechobee Series 2004A
	  	 	15,970,000	  	  	 	7/1/2039	  
	 Oklahoma
	  	 	10,000,000	  	  	 	12/1/2021	  
	 Pennsylvania
	  	 	40,000,000	  	  	 	9/1/2013	  
	 Pennsylvania
	  	 	4,000,000	  	  	 	11/1/2021	  
	 Pennsylvania
	  	 	20,000,000	  	  	 	11/1/2021	  
	 Pennsylvania
	  	 	30,000,000	  	  	 	11/1/2021	  
	 Pennsylvania
	  	 	14,000,000	  	  	 	10/1/2027	  
	 Pennsylvania
	  	 	80,000,000	  	  	 	7/1/2041	  
	 Pennsylvania Series 2009
	  	 	100,000,000	  	  	 	12/1/2033	  
	 Rhode Island Series 2004A
	  	 	8,000,000	  	  	 	4/1/2016	  
	 Richland (SC) due 6/1/15
	  	 	10,000,000	  	  	 	6/1/2015	  
	 Savannah Series 2004A
	  	 	5,000,000	  	  	 	7/1/2016	  
	 Schuylkill/Pine Grove due 10/1/19
	  	 	11,700,000	  	  	 	10/1/2019	  
	 South Carolina
	  	 	12,500,000	  	  	 	11/1/2016	  









									
	 South Carolina 2008 Issue
	  	 	15,000,000	  	  	 	2/1/2015	  
	 South Carolina Series 2003A
	  	 	15,000,000	  	  	 	7/1/2024	  
	 State of New Hampshire
	  	 	15,000,000	  	  	 	8/1/2024	  
	 State of New Hampshire due 5/1/27
	  	 	20,000,000	  	  	 	5/1/2027	  
	 Sussex Co. Virginia
	  	 	10,000,000	  	  	 	9/1/2027	  
	 Sussex County
	  	 	10,000,000	  	  	 	6/1/2028	  
	 SW Illinois due 10/1/2027
	  	 	4,700,000	  	  	 	10/1/2027	  
	 Tennessee—2003
	  	 	25,000,000	  	  	 	7/1/2033	  
	 Tennessee—2012
	  	 	18,000,000	  	  	 	7/2/2035	  
	 Texas due 8/1/20 (Mission EDC)
	  	 	67,000,000	  	  	 	8/1/2020	  
	 Travis County (Texas 2003C)
	  	 	12,000,000	  	  	 	5/1/2028	  
	 Washington due 10/1/25
	  	 	13,650,000	  	  	 	10/1/2025	  
	 Washington due 10/1/25
	  	 	13,650,000	  	  	 	10/1/2025	  
	 Washington due 10/1/27
	  	 	20,000,000	  	  	 	10/1/2027	  
	 Washington due 11/1/2017
	  	 	27,000,000	  	  	 	11/1/2017	  
	 Washington due 12/1/25
	  	 	7,235,000	  	  	 	12/1/2025	  
	 Washington due 2/1/26
	  	 	22,000,000	  	  	 	2/1/2026	  
	 Washington due 6/1/20
	  	 	30,000,000	  	  	 	6/1/2020	  
	 Washington due 7/1/30
	  	 	20,000,000	  	  	 	7/1/2030	  
	 Wisconsin Series 2003
	  	 	50,000,000	  	  	 	4/1/2016	  
	 Wisconsin Series 2006A
	  	 	30,000,000	  	  	 	11/1/2016	  
	 Wisconsin Series 2007A
	  	 	20,000,000	  	  	 	12/1/2014	  
	 Wood County due 4/1/24
	  	 	6,580,000	  	  	 	4/1/2024	  
	 Yavapai (Arizona) due 3/1/28
	  	 	17,420,000	  	  	 	3/1/2028	  
	 Yavapai (Arizona) due 3/1/28
	  	 	20,000,000	  	  	 	3/1/2028	  
	 Yavapai (Arizona) due 6/1/27
	  	 	30,000,000	  	  	 	6/1/2027	  
		  	  
	  
	 	  			
	 Tax Exempt Revenue Bonds
	  	$	2,511,630,000	  	  			
		  	  
	  
	 	  			
	 Tax Exempt Project Bonds:
	  				  			
	 Concord Debt Series A
	  	$	31,315,000	  	  	 	01/01/18	  
	 Concord Debt Series B
	  	 	4,925,000	  	  	 	01/01/18	  
	 Gloucester Bonds
	  	 	32,585,000	  	  	 	12/01/29	  
	 Gloucester Bonds
	  	 	6,930,000	  	  	 	12/01/29	  
	 Massachusetts
	  	 	10,000,000	  	  	 	05/01/27	  
		  	  
	  
	 	  			
	 Tax Exempt Project Bonds
	  	$	85,755,000	  	  			
		  	  
	  
	 	  			
	 Canada credit facility:
	  				  			
	 Canada facility debt
	  	$	23,770,000	  	  	 	8/23/2013	  
		  	  
	  
	 	  			
	 Canada Credit Facility
	  	$	23,770,000	  	  			
		  	  
	  
	 	  			
	 Other
	  				  			
	 Low Income Housing Tax Credit Investment Obligations
	  	$	140,321,864	  	  			
	 King George Landfill Royalty Agreement
	  	 	51,504,006	  	  			
		  	  
	  
	 	  			
		  	$	191,825,870	  	  			
		  	  
	  
	 	  			
	 Total Existing Indebtedness (a)
	  	$	3,261,955,870	  	  			
		  	  
	  
	 	  			

  

	(a)	Excludes indebtedness incurred and scheduled payments made subsequent to June 30, 2013. 








 SCHEDULE 22 
 ADMINISTRATIVE AGENT’S OFFICE; 
 CERTAIN ADDRESSES FOR NOTICES

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

Bank of America, N.A. 
 901 Main Street

 Mail
Code: TX1-492-14-11 

Dallas, Texas 75202-3714 
 Attention: Sandra
Gonzalez 
 Telephone: 972-338-3772 

Telecopier: 214-672-8760 

Electronic Mail: sandra.h.gonzalez@baml.com 

Wiring Instructions: 
 Account
No.: 1292000883 
 Reference: Waste Management 
 ABA No.: 026-009-593 
 Administrative Agent’s Office (Other Notices as Administrative Agent): 
  

	1)	Bank of America, N.A. 

 Agency
Management 
 1445 Market Street, 5th Floor 
 Mail Code: CA5-701-05-19 

San Francisco, CA 94103 
 Attention: Angela Lau 
 Telephone: 415-436-4000 
 Telecopier: 415-503-5008 
 Electronic Mail: angela.lau@baml.com 

 

	2)	With copy to: 

 Bank of America,
N.A. 
 100 Federal Street 
 Mail Code: MA5-100-09-02 

Boston, MA 02110 

Attention: Maria F. Maia 
 Telephone: 617-434-5751 
 Telecopier: 980-233-7700 
 Electronic Mail: maria.f.maia@baml.com 







 L/C ISSUER:
 Bank of America, N.A. 
 Trade Operations 
 1 Fleet Way 
 Mail Code: PA6-580-02-30 
 Scranton, PA 18507 

Attention: Alfonso Malave Jr. 
 Telephone: 570-496-9622 
 Telecopier: 800-755-8743 
 Electronic Mail: alfonso.malave@baml.com 

Wiring Instructions: 
 Account
No.: 1292000883 
 Reference: Waste Management 
 ABA No.: 026-009-593