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Change in Control means (a)the acquisition by any Person, or two or more Persons acting in concert, including without limitation any acquisition effected by means of any transaction contemplated by Section6.10, of beneficial ownership (within the meaning of Rule13d-3 of the SEC under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting stock of the Parent, (b)during any period of 25 consecutive calendar months, commencing on the date of this Agreement, the ceasing of those individuals who (i)were directors of the Parent on the first day of each such period, (ii)subsequently became directors of the Parent, and whose initial election or initial nomination for election subsequent to that date was approved by a majority of the individuals referred to in clause (i)then on the board of directors of the Parent or (iii)subsequently became directors of the Parent, and whose initial election or initial nomination for election subsequent to that date was approved by a majority of the individuals referred to in clauses (i)or (ii)then on the board of directors of the Parent to constitute a majority of the board of directors of the Parent or (c)Aon Corporation or any Designated Subsidiary ceasing to be a directly or indirectly Wholly-Owned Subsidiary of the Parent.

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

Commitment means, for each Lender, the obligation of such Lender to make Loans to the Borrowers in an aggregate outstanding amount not exceeding the Dollar amount set forth opposite its name on Schedule 1 hereto, as it may be modified as a result of any assignment that has become effective pursuant to Section12.3.2 or as otherwise modified from time to time pursuant to the terms hereof.

Consolidated Adjusted EBITDA means, for any Measurement Period, Consolidated Net Income for such period plus, to the extent deducted from revenues in determining Consolidated Net Income, (i)Consolidated Interest Expense, (ii)expense for taxes paid or accrued, (iii)depreciation, (iv)amortization, (v)losses that are of an unusual nature or infrequently occurring, (vi)non- cash charges and expenses, (vii)restructuring related cash and non-cash fees, charges and expenses paid or incurred by the Parent or any Subsidiary (including employee termination costs, technology realization costs, real estate consolidation costs, asset impairments) (A)in connection with the Restructuring Plan described in the Quarterly Report on Form10-Q filed by the Parent with the SEC for the quarterly period ended on March31, 2017 plus (B)an additional amount not to exceed $250,000,000 for the period from the date hereof through the latest Facility Termination Date and (viii)acquisition, investment, sale, divestiture, disposition or similar transaction related cash and non-cash fees, charges and expenses paid or incurred by the Parent or any Subsidiary (including costs of issuance or repayment of debt, issuance of equity interests, refinancing transactions, modification or amendment of any debt instrument or restructuring expenses, charges or reserves) (including any transaction undertaken but not completed), in an aggregate amount not to exceed 5% of the aggregate consideration for (or principal amounts of) such transactions, minus, to the extent included in Consolidated Net Income, gains that are of an unusual nature or infrequently occurring, all calculated, for the Consolidated Group, in each case on a consolidated basis; provided that, notwithstanding the foregoing provisions of this definition, no amounts shall be added pursuant to clauses (i)through (viii)for any losses, costs, expenses or other charges resulting from the settlement of any Disclosed Claims or any payments in respect of any judgments or other orders thereon or any restructuring or other charges in connection therewith or relating thereto.

Solely for the purposes of calculating Consolidated Adjusted EBITDA, if during any Measurement Period the Parent or any Subsidiary shall have completed an acquisition, disposition, merger, consolidation, business combination, discontinued operations or other similar transaction, then Consolidated Adjusted EBITDA for such Measurement Period shall be adjusted on a pro forma basis to include or exclude, as appropriate, the Consolidated Adjusted EBITDA relating to such acquisition, disposition, consolidated or merged business or entity, combined business or other similar transaction or such discontinued operations, in each case assuming that all such acquisitions, dispositions, mergers, consolidations, business combinations, or other similar transactions and discontinuations had occurred on the first day of such Measurement Period; provided, the calculation of pro forma Consolidated Adjusted EBITDA shall be adjusted only for such adjustments (i)permitted under Regulation S-X promulgated by the SEC or (ii)as are reasonably acceptable to the Required Lenders.

Consolidated Funded Debt means, without duplication, all Indebtedness listed on the balance sheet of the Consolidated Group (i)of the types described in clauses (a), (b), (c), (d)and (e)of the definition of Indebtedness (excluding, for purposes of clauses (b)and (c), any leases that constitute operating leases in accordance with Agreement Accounting Principles), and (ii)of the type described in clause (j)of the definition of Indebtedness with respect to Indebtedness of the types described in clause (i)above, calculated on a Consolidated basis, but excluding the

Contingent Obligation of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement or take-or-pay contract or application for a Letter of Credit.

Disclosed Claims means any litigation, proceeding, investigation or other fact or circumstance disclosed in the Parents annual report on Form10-K for the year ended December31, 2016, and quarterly reports on Form10-Q for the quarters ended March31, 2017 and June30, 2017, or any other reports filed prior to the Closing Date (including Form8-K), in each case, as filed with the SEC.

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

Equivalent means, at any date of determination thereof, in Dollars of any Committed Currency or in any Committed Currency of Dollars on any date, means the spot rate of exchange that appears at 11:00 A.M.(London time), on the display pageapplicable to the relevant currency on the Oanda website on such date; provided that if there shall at any time no longer exist such a pageon such website, the spot rate of exchange shall be determined by reference to another similar rate publishing service selected by the Administrative Agent.

EURIBO Rate means, for any Interest Period, the rate appearing on Reuters EURIBOR01 Page(or on any successor or substitute pageof Reuters, or any successor to or substitute for Reuters, providing rate quotations comparable to those currently provided on such pageof Reuters, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Euro by reference to the Banking Federation of the European Union Settlement Rates for deposits in Euro) at approximately 10:00 a.m., London time, two (2)Business Days prior to the commencement of such Interest Period, as the rate for deposits in Euro with a maturity comparable to such Interest Period.

Eurocurrency Rate means, with respect to a Eurocurrency Advance for the relevant Interest Period, the sum of (a)the quotient of (i)the Eurocurrency Base Rate applicable to such Interest Period, divided by (ii)one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (b)the Applicable Margin for Eurocurrency Advances.

Excluded Taxes means any of the following Taxes imposed on or with respect to a Lender or the Administrative Agent or required to be withheld or deducted from a payment to a Lender or the Administrative Agent, (i)Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (A)imposed as a result of such Lender or the Administrative Agent being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Installation located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B)that are Other Connection Taxes, (ii)in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (A)such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrowers under Section2.20) or (B)such Lender changes its applicable Lending Installation, except in each case to the extent that, pursuant to Section3.5, amounts with respect to such Taxes were payable either to such Lenders assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its applicable Lending Installation, (iii)Taxes attributable to such Lender or the Administrative Agents failure to comply with Section3.5(d), (iv)any Taxes imposed under FATCA, and (v)in the case of a payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document where such Loan Party is a UK Borrower, Taxes imposed by the United Kingdom, if on the date the payment falls due (A)the payment could have been made to the relevant Lender without such imposition if the Lender had been a UK Qualifying Lender, but on that date such Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender hereunder in (or in the interpretation, administration, or application of) any law or Treaty or practice or published concession of any relevant tax authority; or (B)the relevant Lender is a UK Qualifying Lender solely by virtue of clause (a)(ii)of the definition of UK Qualifying Lender and: (1)an officer of H.M. Revenue& Customs has given (and not revoked) a direction (a Direction) under section 931 of the ITA which relates to the payment and such Lender has received from the Loan Party making the payment or from the Administrative Agent a certified copy of such Direction; and (2)the payment could have been made to the Lender without such imposition if that Direction had not been made; or (C)the relevant Lender is a UK Qualifying Lender solely by virtue of clause (a)(ii)of the definition of UK Qualifying Lender and: (1)the relevant Lender has not given a UK Tax Confirmation to the Administrative Agent and (2)the payment could have been made to the Lender without such imposition if the Lender had given a UK Tax Confirmation to the Administrative Agent, on the basis that the UK Tax Confirmation would have enabled the Administrative Agent to have formed a reasonable belief that the payment was an excepted payment for the purpose of section 930 of the ITA; or (D)the relevant Lender is a UK Treaty Lender and the Loan Party

FATCA means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section1471(b)(1)of the Code, any published intergovernmental agreement entered into in connection with the implementation of the foregoing and any fiscal or regulatory legislation, rulesor practices adopted pursuant to such published intergovernmental agreements.

Governmental Authority means any government (foreign or domestic) or any state or other political subdivision thereof or any governmental body, agency, authority, department or commission (including without limitation any taxing authority or political subdivision) or any instrumentality or officer thereof (including, without limitation, any court or tribunal and any board of insurance, insurance department or insurance commissioner) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation, partnership or other entity directly or indirectly owned or controlled by or subject to the control of any of the foregoing.

Hedging Agreement means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices.

IFRS means International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time.

Property or services (other than accounts payable arising in the ordinary course of such Persons business payable on terms customary in the trade), (c)such Persons obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (d) such Persons obligations which are evidenced by bonds, notes, debentures, acceptances, or similar instruments, (e)Capitalized Lease Obligations of such Person, (f)Contingent Obligations of such Person, (g)obligations, contingent or otherwise, for which such Person is obligated pursuant to or in respect of Letters of Credit or bankers acceptances, (h)such Persons obligations under Hedging Agreements to the extent required to be reflected on a balance sheet of such Person, (i)repurchase obligations or liabilities of such Person with respect to accounts or notes receivable sold by such Person, and (j)all Indebtedness and other obligations referred to in clauses(a)through (i)above secured by (or for which the holder of such Indebtedness or other obligations has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person or payable out of the proceeds or production from property of such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other obligations. Notwithstanding any other provision contained herein, all computations of Indebtedness herein shall be made without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Parent or any Subsidiary thereof at fair value, as defined therein.

Interest Period means, with respect to a Eurocurrency Advance, a period of one week or one, two, three or six months commencing on a Business Day selected by the applicable Borrower pursuant to this Agreement. An Interest Period of one, two, three or six months shall end on (but exclude) the day which corresponds numerically to such date one, two, three or six months thereafter; provided, however, that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day; provided, however, that, in the case of an Interest Period of one month or longer, if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.

Material Adverse Effect means a material adverse effect on (a)the business, Property, financial condition, performance or results of operations of the Loan Parties and their respective Subsidiaries, taken as a whole, (b)the ability of any Loan Party to perform its obligations under the Loan Documents, or (c)the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent or the Lenders thereunder.

Obligations means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of any Loan Party to the Lenders or to any Lender, the Administrative Agent or any indemnified party arising under the Loan Documents and including interest and fees that accrue after the commencement by or against the Parent or any other Loan Party of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization naming such Person as the debtor in such case, proceeding or action, regardless of whether such interest and fees are allowed claims in such proceeding.

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

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

(b) any occupational pension scheme (a Former Plan) as to which, as of the date hereof, (i)a transfer payment representing all of the assets and liabilities of the Former Plan has been made to one of the plans listed in (a)above, (ii)all of the liabilities of the Former Plan have been secured by annuities, or (iii)a transfer payment representing assets and liabilities of the Former Plan has been made to one of the plans listed in (a)above and all of the remaining liabilities of the Former Plan have been secured by annuities, and, in each case, the Former Plan has been wound up; and

Reportable Event means any reportable event set forth in Section4043(c)of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section4043(a)of ERISA that it be notified within thirty (30) days of the occurrence of such event; provided, that a failure to meet the minimum funding standard of Section412 of the Code or Section302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with Section4043(a)of ERISA.

Required Lenders means one or more Lenders (other than Defaulting Lenders) in the aggregate having more than 50% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, one or more Lenders (other than Defaulting Lenders) in the aggregate holding more than 50% of the Aggregate Outstanding Credit Exposure (based on the Equivalent in Dollars at such time); provided that if any Lender shall be a Defaulting Lender at such time, there shall be excluded from the determination of Required Lenders at such time (a)the unused Commitment of such Lender at such time and (b)Outstanding Credit Exposure of such Lender at such time.

Sanctioned Person means, at any time, any Person listed on the Specially Designated Nationals and Blocked Persons list or the Consolidated Sanctions List maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or on any list of Sanctions targets designated by the United Nations, European Union and United Kingdom, maintained by HM Treasury of the United Kingdom.

Sanctions means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a)the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b)the United Nations Security Council, the European Union or Her Majestys Treasury of the United Kingdom.

Subsidiary of a Person means (a)any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (b)any partnership, association, joint venture, limited liability company or similar business organization more than 50% of the ownership interests having

Substantial Portion means, with respect to the Property of the Consolidated Group, Property which (a)represents more than 25% of the consolidated assets of the Consolidated Group, as would be shown in the consolidated financial statements of the Consolidated Group as at the end of the quarter next preceding the date on which such determination is made, or (b)is responsible for more than 25% of the consolidated net sales or of the consolidated net income of the Consolidated Group for the 12-month period ending as of the end of the quarter next preceding the date of determination.

Termination Event means, with respect to any Plan which is subject to Title IV of ERISA, (a)a Reportable Event, (b)the withdrawal of the Parent or any other member of the Controlled Group from such Plan during a plan year in which the Parent or any other member of the Controlled Group was a substantial employer as defined in Section4001(a)(2)of ERISA, (c)the conditions for imposition of a lien under Section303(k)of ERISA shall have been met, (d)a determination that any Plan is in at risk status (within the meaning of Section303 of ERISA, (e)the termination of such Plan, the filing of a notice of intent to terminate such Plan or the treatment of an amendment of such Plan as a termination under Section4041 of ERISA, (f)the institution by the PBGC of proceedings to terminate such Plan or (g)any event or condition which might constitute grounds under Section4042 of ERISA for the termination of, or appointment of a trustee to administer, such Plan.

UK Borrower DTTP Filing means a HM Revenue& Customs FormDTTP2 duly completed and filed by a UK Borrower, where a UK Treaty Lender has provided its scheme reference number and jurisdiction of tax residence stated in the relevant notification provided under Section3.5(e)(ii)and (a)where the UK Borrower is a Borrower as at the date such UK Treaty Lender becomes a Lender, is filed with HM Revenue& Customs within 30 days of that date or (b)where the UK Borrower is not a Borrower as at the date such UK Treaty Lender becomes a Lender, is filed with HM Revenue& Customs within 30 days of the date on which that Borrower becomes a Borrower.

(A)which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Loan Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payment apart from section 18A of the CTA; or

(B)in respect of an Advance made under a Loan Document by a Person that was a bank (as defined for the purpose of section 879 of the ITA) at the time such Advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of such Advance; or

(ii)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of such Advance that falls to it by reason of Part17 of the CTA; or

(c)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of such Advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

UK Treaty Lender means a Lender which: (a)is treated (subject to the completion of procedural formalities) as a resident of a Treaty State for the purposes of the relevant Treaty, and (b)does not carry on a business in the United Kingdom through a permanent establishment with which that Lenders participation in the Advance is effectively connected, and (c)fulfills any other conditions which must be fulfilled under the Treaty by residents of that Treaty State for such residents to obtain full exemption from taxation on interest imposed by the United Kingdom, subject to the completion of procedural formalities.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. In computations of periods of time from a specified date to a later specified date, the word from means from and including and the words to and until each mean to but excluding.

If the Parent notifies the Administrative Agent that the Parent requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date of this agreement in GAAP or IFRS or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Parent that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or IFRS or in the application thereof, then such provision shall be interpreted on the basis of GAAP or IFRS, as applicable, as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

2.1. Commitment. Each Lender severally agrees, from and including the date of this Agreement to the Facility Termination Date applicable to such Lender, on the terms and conditions set forth in this Agreement, to make Loans to the Borrowers in Dollars or Committed Currencies; provided that, after giving effect to the making of each such Loan, such Lenders Outstanding Credit Exposure (based in respect of any Loans to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of determination of the Eurocurrency Base Rate applicable thereto) shall not exceed in the aggregate at any one time outstanding the amount of its Commitment. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow under this Section2.1. The Commitment of each Lender to lend hereunder shall expire on the Facility Termination Date applicable to such Lender.

2.4. Types of Advances. The Advances denominated in Dollars may be Alternate Base Rate Advances or Eurocurrency Advances, or a combination thereof, selected by the applicable Borrower in accordance with Sections 2.8 and 2.9. The Advances denominated in a Committed Currency shall be Eurocurrency Advances, as selected by the applicable Borrower in accordance with Sections 2.8 and 2.9.

2.5. Facility Fee; Reductions in Aggregate Commitment. The Parent agrees to pay to the Administrative Agent for the account of each Lender a facility fee at a per annum rate equal to the Applicable Facility Fee Rate on such Lenders Commitment from the date hereof to the Facility Termination Date applicable to such Lender, payable on each Payment Date hereafter and on the Facility Termination Date applicable to such Lender, provided that the Parent shall not pay any facility fee nor shall any facility fee accrue in respect of a Defaulting Lenders unused Commitment so long as such Defaulting Lender is a Defaulting Lender. The Parent may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, upon at least three (3)Business Days written notice to the Administrative Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder.

2.6. Minimum Amount of Each Advance. Each Advance shall be at least the Borrowing Minimum (and in multiples of the Borrowing Multiple if in excess thereof); provided, however, that (a)any Alternate Base Rate Advance may be in the amount of the unused Aggregate Commitment and (b)in no event shall more than six (6)Eurocurrency Advances be permitted to be outstanding at any time.

2.7. Principal Payments. (a) Optional. The Borrowers may from time to time pay, without penalty or premium, all outstanding Alternate Base Rate Advances, or, in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding Alternate Base Rate Advances upon notice to the Administrative Agent by 11:00 a.m.(New York time) on the Business Day of the proposed prepayment. The Borrowers may from time to time pay, subject to the payment of any funding indemnification amounts required by Section3.4 but without penalty or premium, all outstanding Eurocurrency Advances, or, in a minimum aggregate amount of the Borrowing Minimum or any integral multiple of the Borrowing Multiple in excess thereof, any portion of an outstanding Eurocurrency Advance, upon two (2)Business Days prior notice to the Administrative Agent.

(b) Mandatory. (i) If, on any date, the Administrative Agent notifies the Parent that, on any date of determination (which, for the avoidance of doubt, shall be no less frequently than quarterly), the sum of (A)the aggregate principal amount of all Advances denominated in Dollars plus (B)the Equivalent in Dollars (determined on the third Business Day prior to such determination date) of the aggregate principal amount of all Advances denominated in Committed Currencies then outstanding exceeds 103% of the Aggregate Commitment on such date, the Borrowers shall, as soon as practicable and in any event within two Business Days after receipt of such notice, prepay the outstanding principal amount of any Advances owing by the Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the Aggregate Commitment on such date. The Administrative Agent shall give prompt notice of any prepayment required under this Section2.7(b)(i)to the Parent and the Lenders, and shall provide prompt notice to the Parent of any such notice of required prepayment received by it from any Lender.

(ii) Each prepayment made pursuant to this Section2.7(b)shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section3.4.

2.8. Method of Selecting Types and Interest Periods for New Advances. The applicable Borrower shall select the Type of Advance and, in the case of each Eurocurrency Advance, the currency and Interest Period applicable thereto from time to time. The applicable Borrower shall give the Administrative Agent irrevocable notice (a Borrowing Notice) not later than 12:00 p.m.(New York time) on the Borrowing Date of each Alternate Base Rate Advance and at least three (3)Business Days before the Borrowing Date for each Eurocurrency Advance, specifying:

Each Lender shall, before 2:00 p.m.(New York time) on the applicable Borrowing Date, in the case of an Advance denominated in Dollars, and before 9:00 a.m.(New York time) on the applicable Borrowing Date, in the case of an Advance consisting of Eurocurrency Loans denominated in any Committed Currency, make available for the account of its applicable Lending Installation to the Administrative Agent at the applicable Administrative Agents Account, in same day funds, such Lenders ratable portion of such Advance. After the Administrative Agents receipt of such funds, the Administrative Agent will make such funds available to the Borrower requesting the Advance at the Administrative Agents address referred to in ArticleXIII or at the applicable Payment Office, as the case may be.

2.9. Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance shall continue as an Alternate Base Rate Advance unless and until such Alternate Base Rate Advance is converted into a Eurocurrency Advance pursuant to this Section2.9 or is repaid in accordance with Section2.7. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance, if denominated in Dollars shall be automatically converted into an Alternate Base Rate Advance or, if denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a)such Eurocurrency Advance is or was repaid in accordance with Section2.7 or (b)the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Eurocurrency Advance denominated in Dollars. Subject to the payment of any funding indemnification amounts required by Section3.4, the applicable Borrower may elect from time to time to convert all or any part of a Eurocurrency Advance denominated in Dollars into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a Conversion/Continuation Notice) of each (x)conversion of an Alternate Base Rate Advance into a Eurocurrency Advance or the continuation of a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m.(New York time) at least three (3)Business Days prior to the date of the requested conversion or continuation and (y)conversion of a Eurocurrency Advance into an Alternate Base Rate Advance, not later than 12:00 p.m.(New York time) on the date of the requested conversion, in each case specifying:

2.10. Changes in Interest Rate,etc. Each Alternate Base Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is converted from a Eurocurrency Advance into an Alternate Base Rate Advance pursuant to Section2.9, to but excluding the date it is paid or is converted into a Eurocurrency Advance pursuant to Section2.9 hereof, at a rate per annum equal to the Alternate Base Rate for such day. Changes in the rate of interest on that portion of any Advance maintained as an Alternate Base Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurocurrency Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the Eurocurrency Rate determined by the Administrative Agent as applicable to such Eurocurrency Advance based upon the applicable

2.11. Rates Applicable After Default. Notwithstanding anything to the contrary contained in Section2.8 or 2.9, no Advance may be made as, converted into or continued as a Eurocurrency Advance (except with the consent of the Administrative Agent and the Required Lenders) when any Default or Unmatured Default has occurred and is continuing. During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrowers (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (a)each Eurocurrency Advance shall bear interest for the remainder of the applicable Interest Period at the Eurocurrency Rate otherwise applicable to such Interest Period plus 2% per annum and (b)each Alternate Base Rate Advance, shall bear interest at a rate per annum equal to the Alternate Base Rate in effect from time to time plus 2% per annum provided that, during the continuance of a Default under Section7.6 or 7.7, the interest rates set forth in clauses (a)and (b)above shall be applicable to all Credit Extensions without any election or action on the part of the Administrative Agent or any Lender.

2.12. Method of Payment. All payments of the Obligations hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency) shall be made by the applicable Borrower, without setoff, deduction or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agents address specified pursuant to ArticleXIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrowers, by 12:00 p.m.(New York time) on the date when due in Dollars and shall be applied ratably by the Administrative Agent among the Lenders entitled to such payments. All payments of principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency shall be made by the applicable Borrower, without setoff, deduction or counterclaim, in immediately available funds to the Administrative Agent at the Payment Office for such Committed Currency, by 12:00 p.m.(New York time) on the date when due in the applicable Committed Currency and shall be applied ratably by the Administrative Agent among the Lenders entitled to such payments. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to ArticleXIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. The Administrative Agent is hereby authorized to charge the account of each Borrower maintained with Citibank for each payment of principal, interest and fees owing by such Borrower as it becomes due hereunder.

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

(c) The entries maintained in the accounts maintained pursuant to paragraphs (a)and (b)above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower to repay the Obligations in accordance with their terms; provided further, that in the event of any conflict between the accounts maintained pursuant to paragraphs (a)and (b)above, the accounts maintained by the Administrative Agent in the Register shall control.

2.14. Telephonic Notices. The Lenders and the Administrative Agent may extend, convert or continue Advances, effect selections of Types of Advances and transfer funds based on telephonic notices made by any person or persons the Administrative Agent or any Lender in good faith believes to be acting on behalf of a Borrower. Each Borrower agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice signed by an Authorized Officer of such Borrower. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent demonstrable error.

2.15. Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Alternate Base Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, on any date on which an Alternate Base Rate Advance is prepaid (with respect to the principal so prepaid), whether due to acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding principal amount of any Alternate Base Rate Advance converted into a Eurocurrency Advance on a day other than a Payment Date shall be payable on the date of conversion. Interest accrued on each Eurocurrency Advance shall be payable on the last day of its applicable Interest Period, on any date on which the Eurocurrency Advance is prepaid (with respect to the principal so prepaid), whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurocurrency Advance having an Interest Period longer than three (3)months shall also be payable on the last day of

each three-month interval during such Interest Period. Interest with respect to Eurocurrency Loans and facility fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest with respect to Alternate Base Rate Loans shall be calculated for the actual days elapsed on the basis of a 365 or 366-day year, as applicable. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is made in full and received prior to 12:00 p.m.(New York time) at the place of payment. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

2.16. Notification of Advances,Interest Rates, Prepayments and Commitment Reductions. Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. The Administrative Agent will notify each Lender of the Eurocurrency Rate applicable to each Eurocurrency Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.

2.17. Lending Installations. Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time, which Lending Installation may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. All terms of this Agreement shall apply to any such Lending Installation and the Loans and any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender may, by written notice to the Administrative Agent and the Parent in accordance with ArticleXIII, designate replacement or additional Lending Installations through which Loans will be made by it will be issued by it and for whose account Loan payments are to be made.

2.18. Non-Receipt of Funds by the Administrative Agent. Unless a Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the time at which it is scheduled to make payment to the Administrative Agent of (a)in the case of a Lender, the proceeds of a Loan, or (b)in the case of a Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or such Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i)in the case of payment by a Lender, (A)the Federal Funds Effective Rate in the case of Advances denominated in Dollars or (B)the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Loans denominated in Committed Currencies for such day for the first three (3)days and, thereafter, the interest rate applicable to

2.19. Increase in the Aggregate Commitments. (a)The Parent may, at any time but in any event not more than once in any calendar year prior to the latest Facility Termination Date, by notice to the Administrative Agent, request that the Aggregate Commitment be increased by an amount of $10,000,000 or an integral multiple thereof (each a Commitment Increase) to be effective as of a date that is at least thirty (30) days prior to the latest scheduled Facility Termination Date (or such later date as the Administrative Agent may agree) then in effect (the Increase Date) as specified in the related notice to the Administrative Agent; provided, however that (i)in no event shall the aggregate amount of the Commitments at any time exceed $750,000,000 and (ii)on the date of any request by the Parent for a Commitment Increase and on the related Increase Date the applicable conditions set forth in ArticleIV shall be satisfied.

(b) The Parent may, but shall not be obligated to, offer the increase to (a)its existing Lenders and/or (b)Eligible Assignees. The Administrative Agent shall promptly notify the applicable Lenders and such Eligible Assignees as have been identified by the Parent of a request by the Parent for a Commitment Increase, which notice shall include (i)the proposed amount of such requested Commitment Increase, (ii)the proposed Increase Date and (iii)the date by which Lenders or Eligible Assignees wishing to participate in the Commitment Increase must commit to participate in the Commitment Increase, which shall be no later than 15 days after the date of such notice (or such later date as the Administrative Agent may agree) (the Commitment Date); provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. Each Lender that is willing to participate in such requested Commitment Increase (each an Increasing Lender) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Any Lender that fails to provide timely notice of its agreement to participate in the requested Commitment Increase shall be deemed to have declined to increase its Commitment. If Increasing Lenders and Eligible Assignees notify the Administrative Agent that they are willing to increase the amount of their respective Commitments or participate in the Commitment Increase by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Increasing Lenders and such Eligible Assignees in such amounts (not in excess of the increase committed to by such Increasing Lender) as are agreed by the Parent in consultation with the Administrative Agent.

(c) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section2.19(b)(each such Eligible Assignee and each Eligible Assignee that shall become a party hereto in accordance with Section2.22, an Assuming Lender) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date:

(i) (A)certified copies of resolutions of the Board of Directors of the Parent or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B)an opinion of counsel for the Parent (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent and its counsel;

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section8.1 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Parent may request (so long as no Default or Unmatured Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Parent, to be held in a deposit account and released in order to satisfy such Defaulting Lenders potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lenders breach of its obligations under this Agreement; fifth, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to a Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lenders breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x)such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y)such Loans were made at a time when the conditions set forth in Section4.3 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section2.21 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(b) Defaulting Lender Cure. If the Parent and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Parent while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lenders having been a Defaulting Lender.

2.22. Extension of Facility Termination Date. (a) Requests for Extension. The Parent may, by notice to the Administrative Agent (who shall promptly notify the Lenders) not earlier than 60 days (or such earlier date as the Administrative Agent may agree) and not later than 30 days (or such later date as the Administrative Agent may agree) prior to any anniversary of the date of this Agreement (the Anniversary Date), but not more than twice, request that each Lender extend such Lenders Facility Termination Date for an additional one year from the Facility Termination Date then in effect with respect to such Lender.

(b) Lender Elections to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date (the Notice Date) that is 20 days (or such later date as the Administrative Agent may agree) prior to such Anniversary Date , advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Facility Termination Date (a Non-Extending Lender) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender). The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.

(d) Additional Commitment Lenders. The Parent shall have the right on or before the applicable Anniversary Date to replace each Non-Extending Lender with, and add as Lenders under this Agreement in place thereof, one or more Eligible Assignees (as an Assuming Lender), each of which Assuming Lenders shall have entered into an Assumption Agreement pursuant to which such Assuming Lender shall, effective as of the applicable Anniversary Date, undertake a Commitment (and, if any such Assuming Lender is already a Lender, its Commitment shall be in addition to such Lenders Commitment hereunder on such date).

(c) imposes any other condition the result of which is to increase the cost (other than Taxes) to any Lender or any applicable Lending Installation of making, funding, continuing, converting into or maintaining its Eurocurrency Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Eurocurrency Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurocurrency Loans, held or interest received by it, by an amount deemed material by such Lender,

corporation controlling such Lender, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lenders capital or the capital of such Lending Installation of such Lender or such corporation controlling such Lender as a consequence of this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans hereunder to a level below that which could have been achieved but for such Change in Law (after taking into account such Lenders policies as to capital adequacy), then, within fifteen (15) days of demand by such Lender as provided in Section3.6, the Parent or the applicable Borrower shall pay such Lender the amount necessary to compensate for any such reduction.

3.3. Availability of Types of Advances. If any Lender determines that maintenance of its Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, interpretation or directive, whether or not having the force of law, if the Administrative Agent determines that the Eurocurrency Base Rate cannot be determined by reference to any generally recognized financial information service or if the Required Lenders determine that (a)deposits of a type and maturity appropriate to match fund Eurocurrency Advances are not available or (b)the interest rate applicable to Eurocurrency Advances does not accurately or fairly reflect the cost of making or maintaining Eurocurrency Advances, then the Administrative Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances, if denominated in Dollars. to be repaid or converted to Alternate Base Rate Advances or, if denominated in a Committed Currency, to be repaid or exchanged for an Equivalent amount of Dollars and converted to Alternate Base Rate Advances, in each case subject to the payment of any funding indemnification amounts required by Section3.4.

3.4. Funding Indemnification. If (a)any continuation, conversion, payment or prepayment of a Eurocurrency Advance occurs on a date other than the last day of the applicable Interest Period (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), (b)a Borrower fails (for a reason other than the failure of a Lender to make a Loan) to prepay, borrow, continue or convert a Eurocurrency Advance on the date or in the amount notified by such Borrower or (c)any assignment of a Eurocurrency Loan occurs on a day other than the last day of the applicable Interest Period as a result of a request by the Parent pursuant to Section2.20, the Parent or the applicable Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurocurrency Advance but excluding loss of Applicable Margin.

3.5. Taxes. (a)Subject to applicable law, all payments by any Loan Party to or for the account of any Lender or the Administrative Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes. Subject to subsection (e)below and Section3.6, if any Loan Party shall be required by law (as determined in its good faith discretion) to deduct any Tax from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (i)if such Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section3.5) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii)such Loan Party shall make such deductions, (iii)such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance

with applicable law and (iv)such Loan Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof, a copy of the return reporting such payment or other evidence reasonably acceptable to the Administrative Agent, within thirty (30) days after such payment is made.

(b) In addition, the Loan Parties hereby agree to pay any present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the receipt or perfection of a security interest under this Agreement or any Note, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section2.20) (Other Taxes).

(B) each Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the U.S. Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient), on or prior to the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of any U.S. Borrower or the Administrative Agent), whichever of the following is applicable:

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

(iii) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section881(c)of the Code, (x)a certificate substantially in the form of ExhibitF-1 to the effect that such Non-U.S. Lender is not a bank within the meaning of Section881(c)(3)(A)of the Code, a 10-percent shareholder of any U.S. Borrower within the meaning of Section881(c)(3)(B)of the Code, or a controlled foreign corporation described in Section881(c)(3)(C)of the Code (a U.S. Tax Compliance Certificate) and (y)executed originals of IRS FormW-8BEN or W-8BEN-E; or

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

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

(D) if a payment made to a Lender or the Administrative Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if it were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section1471(b)or 1472(b)of the Code, as applicable), such Lender or Administrative Agent shall deliver to the U.S. Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by any U.S. Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section1471(b)(3)(C)(i)of the Code) and such additional documentation reasonably requested by any U.S. Borrower or the Administrative Agent as may be necessary for the U.S. Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender or Administrative Agent has complied with such Lenders or Administrative Agents obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), FATCA shall include any amendments made to FATCA after the date of this Agreement.

(i)A UK Treaty Lender and each Loan Party which makes a payment to which that UK Treaty Lender is entitled under such Advance to a UK Borrower shall co- operate in completing any procedural formalities necessary for that Loan Party to obtain authorization to make that payment without a deduction or withholding for or on account of Tax including submitting written applications, making and filing an application for

(ii) (A) A UK Treaty Lender which becomes a Party on the day on which this Agreement is entered into which holds a passport under the HMRC DT Treaty Passport Scheme and which desires that such scheme applies to this Agreement shall on or before the date of this Agreement indicate to the Administrative Agent that it wishes the scheme to apply to a Loan to a UK Borrower under this Agreement and provide the Administrative Agent with its scheme reference number and its jurisdiction of tax residence (and the Administrative Agent shall, without unreasonable delay, notify the relevant UK Borrower of the same); and

(B) A UK Treaty Lender which becomes a Party after the day on which this Agreement is entered into which holds a passport under the HMRC DT Treaty Passport Scheme and which desires that such scheme applies to this Agreement, shall indicate to the Administrative Agent that it wishes the scheme to apply to an Advance to a UK Borrower under this Agreement and provide the Administrative Agent with its scheme reference number and its jurisdiction of tax residence in the Assumption Agreement or the Assignment and Assumption which it executes,

(f) If HM Revenue& Customs or any other Governmental Authority of the United Kingdom, the IRS or any other Governmental Authority of the United States or any other country or any political subdivision thereof asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because such Lender was not a UK Qualifying Lender, the appropriate form was not delivered or properly completed, because such Lender failed to notify the Administrative Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason not caused by or constituting gross negligence or willful misconduct of the Administrative Agent), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this subsection, together with all reasonable costs and expenses related thereto (including reasonable attorneys fees and reasonable time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent). The obligations of the Lenders under this Section3.5(f)shall survive the payment of the Obligations and termination of this Agreement.

(ii)If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Section3.5(e)(ii)above and: (a)a UK Borrower making a payment to that Lender has not made a UK Borrower DTTP Filing in respect of that Lender, or (b)a UK Borrower making a payment to that Lender has made a UK Borrower DTTP Filing in respect of that Lender but: (1)that UK Borrower DTTP Filing has been rejected by HM Revenue& Customs, or (2)HM Revenue& Customs has not given the UK Borrower authority to make payments to that Lender without a deduction or withholding for or on account of Tax within 60 days of the date of the UK Borrower DTTP Filing, and in each of cases (a)and (b)(as applicable), the UK Borrower has notified that Lender in writing, that Lender and the UK Borrower shall, pursuant to Section3.5(e)(i), co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorization to make that payment without a withholding or deduction for or on account of Tax.

(j) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section3.5 (including by the payment of additional amounts pursuant to this Section3.5), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity

payments made under this Sectionwith respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (j)(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (j), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (j)the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

3.6. Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurocurrency Advances under Section3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Parent (with a copy to the Administrative Agent) as to the amount due, if any, under Section3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Parent in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section3.5(a), (b)or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this ArticleIII for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Parent of such written statement. The obligations of each party under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge of the Obligations under any Loan Document and termination of this Agreement. This Section3.6 shall not be construed to require any Lender to make available its tax returns (or

(a) Charter Documents; Good Standing Certificates. Copies of the certificate of incorporation of each Borrower, together with all amendments thereto, certified by the appropriate governmental officer in its jurisdiction of incorporation, if applicable, together with a good standing certificate issued by the Secretary of State or comparable official of the jurisdiction of its organization, if applicable, and such other jurisdictions as shall be requested by the Administrative Agent as well as any other information required by Section326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of such Borrower as required by Section326 of the USA PATRIOT ACT requested by the Administrative Agent or any Lender at least five Business Days prior to the Closing Date.

(c) Secretarys Certificate. An incumbency certificate, executed by the Secretary, Assistant Secretary or director of each Borrower, which shall identify by name and title and bear the signature of the officers or directors of such Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower.

(d) Officers Certificate. A certificate, dated the date of this Agreement, signed by an Authorized Officer of the Parent, in form and substance satisfactory to the Administrative Agent, to the effect that: (i)on such date (both before and after giving effect to the making of any Credit Extension hereunder on such date) no Default or Unmatured Default has occurred and is continuing; (ii)each of the representations and warranties set forth in ArticleV of this Agreement is true and correct on and as of such date; and (iii)since December31, 2016, excluding the effect of any Disclosed Claims, no event or change has occurred that has caused or evidences a Material Adverse Effect.

(d) Secretarys Certificate. An incumbency certificate, executed by the Secretary or Assistant Secretary of such Designated Subsidiary, which shall identify by name and title and bear the signature of the officers of such Designated Subsidiary authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Designated Subsidiary.

(b) The representations and warranties contained in ArticleV (other than Section5.6 and 5.8(a)) are true and correct (in all respects to the extent qualified by material or material adverse effect and in all material respects to the extent not so qualified) as of such Credit Extension Date, both immediately before and immediately after giving effect to such Credit Extension (or, to the extent that any such representation and warranty specifically refers to an earlier date, as of such earlier date) and additionally, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are true and correct (in all respects to the extent qualified by material or material adverse effect and in all material respects to the extent not so qualified) as of such Credit Extension Date, both immediately before and immediately after giving effect to such Credit Extension (or, to the extent that any such representation and warranty specifically refers to an earlier date, as of such earlier date).

(b) The representations and warranties contained in ArticleV are true and correct (in all respects to the extent qualified by material or material adverse effect and in all material respects to the extent not so qualified) as of such Increase Date immediately after giving effect to such Commitment Increase (or, to the extent that any such representation and warranty specifically refers to an earlier date, as of such earlier date).

5.1. Corporate Existence and Standing. Each Loan Party and each of its Significant Subsidiaries is duly organized, validly existing and in good standing (or its equivalent, if any) under the laws of its jurisdiction of organization and is duly qualified and in good standing (or its equivalent, if any) and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted that requires such authorization or qualification, except where failure to be in such good standing (or its equivalent, if any) or so qualified or authorized would not reasonably be expected to have a Material Adverse Effect.

5.2. Authorization and Validity. Each Loan Party has all requisite corporate or limited liability company power and authority and legal right to execute and deliver each of the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each Loan Party of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate proceedings or other organizational action and such Loan Documents constitute legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally.

5.5. Financial Statements. The Parent has heretofore made available to each of the Lenders (a)the December31, 2016 audited consolidated financial statements of the Parent and its Subsidiaries, and (b)the unaudited quarterly consolidated financial statements of the Parent and its Subsidiaries through June30, 2017 (collectively, the Financial Statements). Each of the Financial Statements was prepared in accordance with generally accepted accounting principles and fairly presents, in all material respects, the consolidated financial condition and operations of the Parent and its Subsidiaries at such dates and the consolidated results of their operations for the respective periods then ended (except, in the case of such unaudited statements, for normal year-end audit adjustments and the absence of footnotes).

5.8. Litigation and Contingent Obligations. There is no litigation, arbitration, proceeding, inquiry or governmental investigation (including, without limitation, by the Federal Trade Commission) pending or, to the knowledge of any of their officers, threatened against any Loan Party that would reasonably be expected (a)to have a Material Adverse Effect as of the date hereof, except for Disclosed Claims or (b)to prevent or enjoin the making of any Credit Extensions under this Agreement.