Third Amended and Restated $2.0 billion 5-Year Revolving Credit Facility, dated as of April 16, 2021, among Ecolab Inc., the lenders party thereto, the issuing lenders party thereto, Bank of America, N.A., as administrative agent and swing line bank, and Citibank, N.A., JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as co-syndication agents

Exhibit (10.1)

Execution Version

CUSIP: 27887LAV6

CUSIP: 27887LAW4

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THIRD AMENDED AND RESTATED

U.S. $2,000,000,000

MULTICURRENCY CREDIT AGREEMENT

Dated as of April 16, 2021

Among

ECOLAB INC.,

as a Borrower and as Guarantor,

THE FINANCIAL INSTITUTIONS NAMED HEREIN,

as Banks,

THE FINANCIAL INSTITUTIONS NAMED HEREIN,

as Issuing Banks,

BANK OF AMERICA, N.A.,

as Administrative Agent and Swing Line Bank

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

MUFG BANK, LTD.,

as Co-Syndication Agents,

BOFA SECURITIES, INC., CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and MUFG BANK, LTD.,

as Joint Lead Arrangers

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TABLE OF CONTENTS

PAGE

ARTICLE 1
Definitions and Accounting Terms

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ARTICLE 2
Amounts and Terms of the Advances

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i

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ARTICLE 3
Conditions of Lending

ARTICLE 4
Representation and Warranties

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ARTICLE 5
Covenants of the Company

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ARTICLE 6
Events of Default

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ARTICLE 7
The Agent

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ii

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ARTICLE 8
Guaranty

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ARTICLE 9
Miscellaneous

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iii

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ANNEX ACOMMITMENTS

EXHIBIT AForm of Note

EXHIBIT B-1Form of Notice of Revolving Borrowing

EXHIBIT B-2Form of Notice of Letter of Credit Issuance

EXHIBIT B-3Form of Notice of Swing Line Borrowing

EXHIBIT B-4Form of Notice of Prepayment

EXHIBIT C-1Form of Assignment and Acceptance

EXHIBIT C-2Form of Increase Agreement

EXHIBIT DForm of Election to Participate

EXHIBIT EForm of Opinion of Counsel of the Company

EXHIBIT FForm of Subsidiary Guaranty

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SCHEDULE IApplicable Lending Offices and Notice Addresses

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iv

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THIRD AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT

THIRD AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT (this “Agreement”) dated as of April 16, 2021, among  ECOLAB INC., a Delaware corporation (the “Company”), the financial institutions party hereto as Banks from time to time, the financial institutions party hereto as Issuing Banks from time to time, BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (the “Agent”) for the Banks and Issuing Banks hereunder and as Swing Line Bank, and CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and MUFG BANK, LTD., as co-syndication agents.

RECITALS:

WHEREAS, the Company, the financial institutions party thereto as Banks, the financial institutions party thereto as Issuing Banks from time to time, Bank of America, as administrative agent for the Banks, and the other parties thereto entered into the Second Amended and Restated Multicurrency Credit Agreement dated as of November 28, 2017 (the “Existing Credit Agreement”), which provides a multicurrency revolving credit facility on the terms and conditions set forth therein; and

WHEREAS, the parties to the Existing Credit Agreement wish to amend and restate the Existing Credit Agreement in its entirety on the terms set forth herein;

NOW, THEREFORE, subject to the satisfaction of the conditions precedent set forth herein, the parties hereto agree that, as of the Third Amendment and Restatement Effective Date, the Existing Credit Agreement is amended and restated in its entirety as follows:

ARTICLE 1
Definitions and Accounting Terms

Section 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Act” has the meaning specified in ‎Section 9.17.

“Added Bank” has the meaning specified in ‎Section 2.08(c).

“Administrative Questionnaire” means an administrative questionnaire in substantially the form approved by the Agent.

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“Advance” means a Revolving Advance or a Swing Line Advance.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, when used with respect to a specified Person, another Person that directly or indirectly controls or is controlled by or is under common control with the Person specified.

“Agent” has the meaning set forth in the introductory paragraph.

“Agreement” has the meaning set forth in the introductory paragraph.

“Agreement Communication” has the meaning specified in ‎Section 9.11(b).

“Alternative Currency” means (i) each Primary Currency and (ii) any lawful currency other than Dollars which is freely transferable and convertible into Dollars; provided that with respect to clause (ii), such other currency is approved in accordance with ‎Section 1.06.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Agent or the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“Alternative Currency Sublimit” means an amount equal to $600,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Total Commitments.

“Anniversary Date” means each April 16 occurring during the term of this Agreement, commencing April 16, 2022, or if any such date is not a Business Day, the next preceding Business Day.

“Applicable Base Rate Margin” has the meaning specified in ‎Section 2.10(a).

“Applicable Eurocurrency Margin” has the meaning specified in ‎Section 2.10(b).

“Applicable Lending Office” means, with respect to each Bank, such Bank’s Domestic Lending Office in the case of a Base Rate Advance and such Bank’s Eurocurrency Lending Office in the case of a Eurocurrency Advance or a SONIA Daily Rate Advance. Without limitation of the foregoing, any Bank may, at its option, make any Advances available to any Borrower by causing any foreign or domestic branch or Affiliate of such Bank to make such Advance;

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provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Advance in accordance with the terms of this Agreement.

“Applicable Percentage” means with respect to any Bank at any time, the percentage (carried out to the ninth decimal place) of the Total Commitments represented by such Bank’s Commitment at such time, subject to adjustment as provided in ‎Section 2.08(f) or ‎Section 2.24. If the commitment of each Bank to make Advances and the obligation of the Issuing Banks to Issue Letters of Credit have been terminated pursuant to ‎Section 6.01, or if the Commitments have expired, then the Applicable Percentage of each Bank shall be determined based on the Applicable Percentage of such Bank most recently in effect, giving effect to any subsequent assignments and subject to ‎Section 2.24.

“Applicable SONIA Margin” has the meaning specified in ‎Section 2.10(c).

“Approved Fund” means any Fund that is administered or managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank.

“Arrangers” means BofA Securities, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd.

“Assigning Bank” has the meaning specified in ‎Section 2.08(e).

“Assignment and Acceptance” means an assignment and acceptance in substantially the form of Exhibit C-1 hereto pursuant to which a Bank assigns all or a portion of such Bank’s rights and obligations under this Agreement in accordance with the terms of ‎Section 9.08.

“Auto-Extension Letter of Credit” has the meaning specified in ‎Section 2.05(c)(iii).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

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

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“Bank of America” has the meaning set forth in the introductory paragraph.

“Banks” means the financial institutions listed on the signature pages hereof, any assignee of a Bank pursuant to an Assignment and Acceptance and any Added Bank, but excluding any former Bank that has assigned all of its obligations hereunder pursuant to an Assignment and Acceptance. For the avoidance of doubt, as the context requires, Bank shall include the Swing Line Bank.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurocurrency Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.12 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Base Rate Advance” means a Revolving Advance denominated in Dollars which bears interest as provided in ‎Section 2.10(a).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” means the Company or any Borrowing Subsidiary, and, subject to ‎Section 5.02(b), their respective successors and assigns, and “Borrowers” means all of the foregoing.

“Borrowing” means a Revolving Borrowing or a Swing Line Borrowing, as the context may require.

“Borrowing Subsidiary” means any Subsidiary (a) that is a Wholly-Owned Consolidated Subsidiary and (b) as to which an Election to Participate

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shall have been delivered to the Agent, duly executed on behalf of such Borrowing Subsidiary and the Company, at least five (5) Business Days prior to the date of the initial Notice of Borrowing on behalf of such Borrowing Subsidiary.

“Business Day” means a day of the year, other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state in the United States where the Agent’s office with respect to Obligations denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Advance, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Advance, means any such day on which banks are open for business in London;

(b) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Advance, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Advance, means a TARGET Day;

(c) if such day relates to any interest rate settings as to (i) a Eurocurrency Advance denominated in a currency other than Dollars or Euro or (ii) a SONIA Daily Rate Advance, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of (i) a Eurocurrency Advance denominated in a currency other than Dollars or Euro or (ii) a SONIA Daily Rate Advance, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Advance or SONIA Daily Rate Advance (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Canadian Dollars” means the lawful money of Canada.

“Capital Lease” means each lease that has been or is required to be, in accordance with GAAP in effect on November 28, 2017, classified and accounted for as a capital lease or finance lease; provided, however, that all leases of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance on February 25, 2016 of the ASU 2016-02 (ASC 842, Leases) shall continue to be treated as operating leases (and any future lease that would have been treated as an operating lease for purposes of GAAP prior to the

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issuance of ASC 842 shall be treated as an operating lease), in each case for purposes of this Agreement.

“Cash Collateralize” means to pledge and deposit with or deliver to the Agent, for the benefit of the Agent or any Issuing Bank (as applicable), as collateral for Letter of Credit Obligations or obligations of Banks to fund participations (as the context may require), cash or deposit account balances or, if the Issuing Banks benefiting from such collateral shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Agent and (b) the applicable Issuing Banks. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“CDOR” has the meaning specified in the definition of “Eurocurrency Rate.”

“CDOR Rate” has the meaning specified in the definition of “Eurocurrency Rate.”

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, 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 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.

“Change of Control” means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 50% or more of the aggregate ordinary voting power represented by the issued and outstanding shares of stock of the Company.

“Collateral Shortfall Amount” means, at any time, the excess, if any, of (a) the amount of Letter of Credit Obligations outstanding at such time over (b) the amount on deposit in the Letter of Credit Collateral Account at such time that is subject to a perfected security interest in favor of the Agent for the benefit of the Banks and the Issuing Banks, subject to no Liens prohibited under ‎Section 5.02(a).

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“Commercial Letter of Credit” means any documentary Letter of Credit Issued by an Issuing Bank pursuant to ‎Section 2.05 for the account of a Borrower which is drawable upon presentation of documents evidencing the sale or shipment of goods purchased by such Borrower in the ordinary course of its business.

“Commitment” means, for each Bank, the amount set forth opposite such Bank’s name on Annex A under the caption “Commitment” or, in the case of an Added Bank, in the applicable Increase Agreement, as such amount may be reduced or increased pursuant to ‎Section 2.08 or reduced or increased pursuant to an assignment made in accordance with ‎Section 9.08.

“Communications” has the meaning specified in ‎Section 9.02(c).

“Company” has the meaning set forth in the introductory paragraph, and, subject to ‎Section 5.02(b), any and all successors thereto.

“Consolidated EBITDA” means for any Measurement Period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such Measurement Period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Expense for such Measurement Period, (ii) the provision for federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such Measurement Period, (iii) depreciation and amortization expense for such Measurement Period, (iv) other non-cash items of the Company and its Subsidiaries (including, but not limited to, non-cash charges, expenses and losses) decreasing Consolidated Net Income in such Measurement Period, except to the extent such non-cash charges are reserved for cash charges to be taken in the future, (v) non-recurring or unusual items (including, but not limited to, non-cash and cash charges, expenses and losses and any Special Charges) of the Company and its Subsidiaries reducing such Consolidated Net Income and (vi) other fees, charges and expenses paid in connection with any acquisition, disposition of assets, recapitalization, investment, issuance or repayment of Debt, issuance of equity interests, refinancing transaction or modification or amendment of any debt instrument, in each case of the foregoing, to the extent permitted under this Agreement, including any such transaction undertaken but not completed, in each case, incurred during such Measurement Period and payable in cash; and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits of the Company and its Subsidiaries for such Measurement Period and (ii) all non-cash items increasing Consolidated Net Income for such Measurement Period.

“Consolidated Interest Expense” means, for any period, interest expense in respect of Debt (including that attributable to Capital Leases), net of interest income, of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding (a) interest on deferred compensation reported in respect of such Measurement Period, (b) any income or

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expense in respect of such period associated with spot-to-forward differences or points on foreign currency swap transactions that are included in interest income or expense as a result of Statement of Financial Accounting Standards No. 133, (c) fees and expenses paid by the Company and its Subsidiaries in connection with credit card arrangements, (d) fees and expenses paid to rating agencies, (e) fees paid to banks, trust companies and finance entities with respect to operating accounts with such entities maintained by the Company or any of its Subsidiaries and (f) implicit interest with respect to earn-out obligations.

“Consolidated Net Income” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the net income of the Company and its Subsidiaries for that period, as determined in accordance with GAAP.

“Consolidated Subsidiary” means at any date any Subsidiary the accounts of which would be consolidated with those of the Company in its consolidated financial statements at such date in accordance with GAAP.

“Consolidated Tangible Assets” means, as of any date of determination, (a) the total assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP, as set forth in the most recent financial statements delivered on or prior to such date pursuant to ‎Section 5.01(b)(i) or (ii) minus (b) all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, anticipated future benefit of tax loss carry-forwards, copyrights, organization or developmental expenses and other intangible assets, in each case to the extent included in clause (a).

“Convert”, “Conversion”, and “Converted” each refer to a conversion of Revolving Advances of one Type into Revolving Advances of another Type pursuant to ‎Section 2.12, ‎2.13 or ‎2.16.

“Covered Entity” has the meaning specified in ‎Section 9.22.

“Credit Rating” means, as of any date of determination, the available public ratings as determined by one or more Rating Agencies of the Company’s non-credit-enhanced, senior unsecured long-term debt; provided that (a) if the Company shall not maintain a public Credit Rating of its non-credit-enhanced, senior unsecured long-term debt from at least two Rating Agencies, the Credit Rating shall be deemed to be below BBB (S&P), Baa2 (Moody’s) and BBB (Fitch), (b) if the Company shall maintain a public rating of its non-credit-enhanced, senior unsecured long-term debt from only two Rating Agencies, then the higher of such Credit Ratings shall apply, unless there is a split in Credit Ratings of more than one ratings level, in which case the Credit Rating that is one level lower than the higher of the Company’s two Credit Ratings shall apply, and (c) if the Company shall maintain a public Credit Rating of its non-credit-enhanced, senior unsecured long-term debt from all three of the Rating Agencies, (i) if (x) two Credit Ratings are equivalent and the third Credit Rating is lower,

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the higher Credit Rating shall apply, (y) two Credit Ratings are equivalent and the third Credit Rating is higher, the lower Credit Rating shall apply and (z) no Credit Ratings are equivalent, the Credit Rating that is neither the highest nor the lowest Credit Rating shall apply.

“Debt” means (but without duplication of any item) (a) indebtedness for borrowed money; (b) obligations evidenced by bonds, debentures, notes or other similar instruments; (c) obligations to pay the deferred purchase price of property or services, excluding trade obligations and other accounts payable arising in the ordinary course of business; (d) obligations as lessee under Capital Leases and (e) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (d) above; provided that upon the defeasance or satisfaction and discharge of Debt in accordance with the terms of such Debt, such Debt will cease to be “Debt” hereunder (for the avoidance of doubt, including upon the giving or mailing of a notice of redemption and redemption funds being deposited with a trustee or paying agent or otherwise segregated or held in trust or under an escrow or other funding arrangement for the sole purpose of repurchasing, redeeming, defeasing, repaying, satisfying and discharging, or otherwise acquiring or retiring such Debt in accordance with the terms of such Debt).

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

“Default” means any event which would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Defaulting Bank” means, subject to ‎Section 2.24(b), any Bank that (a) has failed to (i) fund all or any portion of its Advances within two (2) Business Days of the date such Advances were required to be funded hereunder unless such Bank notifies the Agent and the Company in writing that such failure is the result of such Bank's determination that one or more conditions precedent to funding has not been satisfied (each such condition precedent, together with any applicable default, to be specifically identified in such writing), or (ii) pay to the Agent or any Bank any other amount required to be paid by it hereunder (including in respect of its participations in respect of Letters of Credit or Swing Line Advances) within two (2) Business Days of the date when due, (b) has notified the Company or the Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after written request by the Agent or the Company, to confirm in writing to the Agent

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or the Company 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 Agent and the Company), (d) has, or has a direct or indirect parent company that has, other than via an Undisclosed Administration, (i) become the subject of a proceeding under any Debtor Relief Law, (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, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or (iv) become the subject of a Bail-In Action; provided that a 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 Authority, so long as such ownership interest does not result in or provide such Bank with immunity from jurisdiction of courts of the United States or from the enforcement of judgments or writs of attachment of its assets or permit such Bank (or such Governmental Authority or instrumentality) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with such Bank. Any determination by the 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 ‎Section 2.24(b)) upon delivery of written notice of such determination to the Company, each Issuing Bank, the Swing Line Bank and each Bank.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Agent or the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“Dollars” and the sign “$” each mean lawful money of the United States of America.

“Domestic Lending Office” means, (i) with respect to Bank of America, its office specified as its Domestic Lending Office on Schedule I or such other office as the Agent may from time to time notify the Company and the Banks, and (ii) with respect to any other Bank, the office of such Bank specified as its “Domestic Lending Office” or “Domestic Address” in its Administrative Questionnaire or, in either case, such other office of such Bank located within the United States of America as such Bank may from time to time specify to the Company and the Agent.

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“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.

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

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

“Election to Participate” means an Election to Participate in substantially the form of Exhibit D hereto.

“Electronic Copy” has the meaning specified in ‎Section 9.11(b).

“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

“Eligible Assignee” means (a) a Bank, (b) an Affiliate or Approved Fund of a Bank, (c) any other financial institution subject to the consents otherwise required by ‎Section 9.08; provided that Eligible Assignee shall not include (i) the Company or any of the Company’s Affiliates, (ii) any Defaulting Bank or any of its Subsidiaries or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons or (iii) a natural person.

“Environmental Law” means any federal, state, local or foreign law (including common law), statute, ordinance, rule, regulation, or binding judgment, order, injunction, decree or requirement of any Governmental Authority relating to protection of the environment (including ambient air, surface water, ground water, land surface or subsurface strata, sediment, natural resources), or the handling, use, presence, disposal or Release of, or exposure to any Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any corporation, trade or business that is considered a single employer with the Company or any of its Subsidiaries for purposes of Section 414 of the Internal Revenue Code or under common control

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with the Company or any of its Subsidiaries for purposes of Section 4001(a)(14) of ERISA.

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

“EURIBOR” has the meaning specified in the definition of “Eurocurrency Rate.”

“EURIBOR Rate” has the meaning specified in the definition of “Eurocurrency Rate.”

“Euro” and “€”means the lawful currency of the Participating Member States.

“Eurocurrency Advance” means an Advance (other than a SONIA Daily Rate Advance) denominated in Dollars or in an Alternative Currency which bears interest as provided in ‎Section 2.10(b).

“Eurocurrency Lending Office” means, with respect to Bank of America, its office specified as its Eurocurrency Lending Office on Schedule I and, with respect to any other Bank, the office of such Bank specified as its “Eurocurrency Lending Office” or “Eurodollar Address” in its Administrative Questionnaire (or, if no such office is specified, its Domestic Lending Office), or, in either case, such other office of such Bank as such Bank may from time to time specify to the Company and the Agent.  A Bank may specify different offices for its Revolving Advances denominated in Dollars and its Revolving Advances denominated in Alternative Currencies, respectively, and the term “Eurocurrency Lending Office” shall refer to any or all such offices, collectively, as the context may require when used in respect of such Bank.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurocurrency Rate” means:

(a)for any Interest Period with respect to a Eurocurrency Advance,

(i) if denominated in Dollars, the rate per annum equal to the London Interbank Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars for a period equal in length to such Interest Period (“LIBOR”) as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) at approximately 11:00

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a.m., London time, two Business Days prior to the commencement of such Interest Period (the “Screen Rate”), for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(ii) if denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), or a comparable or successor rate which rate is approved by the Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) (in such case, the “EURIBOR Rate”) at or about 11:00 a.m. (Brussels, Belgium time) on the Rate Determination Date with a term equivalent to such Interest Period;

(iii) if denominated in Canadian Dollars, the rate per annum equal to the Canadian Dollar Offered Rate (“CDOR”), or a comparable or successor rate which rate is approved by the Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) (in such case, the “CDOR Rate”) at or about 10:00 a.m. (Toronto, Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period; and

(iv) if denominated in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offer Rate (“TIBOR”), or a comparable or successor rate which rate is approved by the Agent, as published on page DTIBOR01 of the Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) (in such case, the “TIBOR Rate”) at or about 11:00 a.m. (Japan time) on the Rate Determination Date with a term equivalent to the applicable Interest Period;

(b)for any interest calculation with respect to a Base Rate Advance on any date, the rate per annum equal to LIBOR, at approximately 11:00 a.m. (London time) determined two (2) London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day; and

(c)if the Eurocurrency Rate calculated pursuant to clauses (a) or (b) of this definition shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

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

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

“Excluded Damages” has the meaning specified in ‎Section 9.12(a).

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“Excluded Period” has the meaning specified in ‎Section 2.15(d).

“Existing Credit Agreement” has the meaning set forth in the recitals hereto.

“Extended Facility Letter of Credit” has the meaning specified in ‎Section 2.05(j).

“Extending Bank” has the meaning specified in ‎Section 2.22(b).

“Extension Confirmation Date” has the meaning specified in ‎Section 2.22(b).

“Extension Confirmation Notice” has the meaning specified in ‎Section 2.22(b).

“Extension Request” has the meaning specified in ‎Section 2.22(a).

“FATCA” means Sections 1471 through 1474 of the Internal Revenue 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 agreement entered into pursuant to Section 1471(b)(1) of the Code.

“FCPA” has the meaning specified in ‎Section 4.01(r).

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate.

“Fee Letter” means each of (i) the joint fee letter dated March 18, 2021, among Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., MUFG Bank, Ltd. and the Company and (ii) the fee letter dated March 18, 2021, among Bank of America, BofA Securities, Inc. and the Company.

“Fitch” means Fitch Ratings, Inc. and any successor thereto.

“Foreign Benefit Event” means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law or in excess of the amount that would be permitted absent a waiver from the applicable Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice by the applicable Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to

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administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (d) the incurrence by the Company, any Subsidiary or any Affiliate of any liability under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by the Company, any Subsidiary or any Affiliate, or the imposition on the Company, any Subsidiary or any Affiliate of any fine, excise tax or penalty resulting from any noncompliance with any applicable law.

“Foreign Pension Plan” means any benefit plan described in Section 4(b)(4) of ERISA maintained for employees of the Company or any Subsidiary that under applicable law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.

“Fronting Exposure” means, at any time there is a Defaulting Bank, (a) with respect to any Issuing Bank, such Defaulting Bank’s Applicable Percentage of the outstanding Letter of Credit Obligations with respect to Letters of Credit issued by such Issuing Bank other than Letter of Credit Obligations as to which such Defaulting Bank’s participation obligation has been reallocated to other Banks or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swing Line Bank, such Defaulting Bank’s Applicable Percentage of Swing Line Advances other than Swing Line Advances as to which such Defaulting Bank’s participation obligation has been reallocated to other Banks in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States of America which are in effect from time to time.

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

“Hazardous Materials” means any material or substance regulated or controlled as a hazardous or toxic substance, material or waste, or as a pollutant or contaminant, or words of similar import, under any Environmental Law, including petroleum and petroleum by-products, asbestos or asbestos-containing material,

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polychlorinated biphenyls, per- and polyfluoroalkyl substances, radon gas, and infectious or biohazardous waste.

“Increase Agreement” means an Increase of Commitments Agreement executed by the Company, the Agent and one or more Increasing Banks or Added Banks, in accordance with ‎Section 2.08(d) and in substantially the form of Exhibit C-2.

“Increased Commitments” has the meaning specified in ‎Section 2.08(b).

“Increasing Bank” has the meaning specified in ‎Section 2.08(d).

“Indemnified Party” has the meaning specified in ‎Section 9.12(a).

“Indemnified Taxes” has the meaning specified in ‎Section 2.20(a).

“Information” has the meaning specified in ‎Section 9.13.

“Interest Period” means, for each Eurocurrency Advance comprising part of the same Revolving Borrowing, the period commencing on the date of such Revolving Advance or the date of the Conversion of any Base Rate Advance into such a Eurocurrency Advance and ending on the last day of the period selected by the Company (on behalf of the respective Borrower) pursuant to the provisions below, and thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Company (on behalf of the respective Borrower) pursuant to the provisions of ‎Section 2.13 and subject to the provisions below. The duration of each such Interest Period shall be one, two (subject to availability), three or six (subject to availability) months, or, if available to all of the Banks, twelve months, as the Company may select pursuant to the provisions of ‎Section 2.02(a) or ‎Section 2.13, as applicable; provided, however, that: (a) Interest Periods commencing on the same date for Revolving Advances comprising part of the same Revolving Borrowing shall be of the same duration; (b) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided, in the case of any Interest Period for a Eurocurrency Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day and (c) no Interest Period shall extend beyond the Stated Termination Date. If, in accordance with ‎Section 2.16 or otherwise, any Revolving Borrowing shall include both Eurocurrency Advances and Base Rate Advances, each such Base Rate Advance shall be assigned an Interest Period that is coextensive with the Interest Period then assigned to such Eurocurrency Advances.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, and any successor law.

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“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

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

“Issue” means, with respect to any Letter of Credit, either to issue, or extend the expiry of, or renew, or increase the amount of, such Letter of Credit, and the terms “Issued” or “Issuance” shall have corresponding meanings.

“Issuing Bank” means (A) with respect to Letters of Credit denominated in Dollars, each of (I) Bank of America, (II) Citibank, N.A., (III) JPMorgan Chase Bank, N.A., (IV) MUFG Bank, Ltd. and (V) such other Bank or Affiliate of such Bank that has agreed upon the request of the Company to become an Issuing Bank for the purpose of issuing Letters of Credit pursuant to ‎Section 2.05 and (B) with respect to Letters of Credit denominated in an Alternative Currency, Bank of America and such other Banks that have agreed upon the request of the Company to become an Issuing Bank for the purpose of issuing Letters of Credit denominated in such currencies pursuant to Section 2.05; provided that at all times there shall be not more than three (3) Issuing Banks in respect of Letters of Credit denominated in such currencies. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect thereto.

“Letter of Credit” means any Commercial Letter of Credit or Standby Letter of Credit Issued for the account of a Borrower pursuant to ‎Section 2.05.

“Letter of Credit Collateral Account” means a special purpose collateral account at Bank of America or at such other Bank as agreed to by the Agent, in the name of the Company but under the sole dominion and control of the Agent, for the benefit of the Issuing Banks and the Banks.

“Letter of Credit Expiration Date” means the date that is the earlier of (i) five (5) Business Days prior to the Stated Termination Date and (ii) the Termination Date.

“Letter of Credit Fee” is defined in ‎Section 2.07(b).

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“Letter of Credit Fronting Sublimit” means for each Issuing Bank, the amount set forth opposite such Issuing Bank’s name on Annex A under the caption “Fronting Sublimit” or, in the case of any Issuing Bank set forth in clause (A)(V) or clause (B) of the definition thereof, in the applicable agreement pursuant to which such entity agrees to become an Issuing Bank hereunder.

“Letter of Credit Obligations” means, at any time, the sum of, without duplication, (a) all outstanding Reimbursement Obligations, plus (b) the aggregate amount of all outstanding Letters of Credit issued. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with ‎Section 1.08. 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.

“Letter of Credit Participation” has the meaning specified in ‎Section 2.05(e)(i).

“Letter of Credit Reimbursement Agreement” means, with respect to a Letter of Credit, such form of application therefor and form of reimbursement agreement therefor (whether in a single or several documents, taken together) as the applicable Issuing Bank may employ in the ordinary course of business for its own account, with such modifications thereto as may be agreed upon by such Issuing Bank and the applicable Borrower and as are not materially adverse (in the reasonable judgment of such Issuing Bank) to the interests of the Banks taken as a whole; provided, however, in the event of any conflict between the terms hereof and of any Letter of Credit Reimbursement Agreement, the terms hereof shall control.

“Letter of Credit Sublimit” means $100,000,000, as reduced pursuant to ‎Section 2.08(a).

“LIBOR Replacement Date” has the meaning specified in ‎‎Section 2.12(e).

“LIBOR Successor Rate” has the meaning specified in ‎Section 2.12(e).

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of Business Day, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Agent to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Agent in a manner substantially

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consistent with market practice (or, if the Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Lien” has the meaning specified in ‎Section 5.02(a).

“Loan Documents” means this Agreement, the Notes, each Letter of Credit Reimbursement Agreement and any Subsidiary Guaranty, as any of the same may be amended, restated, supplemented or otherwise modified from time to time.

“Loan Party” means the Borrowers and any Subsidiary Guarantor.

“Majority Banks” means, as of any date of determination, Banks having more than 50% of the Total Commitments or, if the Commitment of each Bank to make Advances and the obligation of each Issuing Bank to Issue Letters of Credit have been terminated pursuant to ‎Section 6.01, Banks holding in the aggregate more than 50% of the Revolving Credit Obligations (with the aggregate amount of each Bank’s risk participation and funded participation in Letter of Credit Obligations and Swing Line Advances being deemed “held” by such Bank for purposes of this definition); provided that the Commitment of, and the portion of the Revolving Credit Obligations held or deemed held by, any Defaulting Bank shall be excluded for purposes of making a determination of Majority Banks.

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

“Material Adverse Effect” means a (a) material adverse effect on the business, financial condition or operations of the Company and its Subsidiaries, taken as a whole or (b) material impairment of the ability of the Company to perform its payment obligations under this Agreement or any Note.

“Measurement Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Company ending on or prior to such date.

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 105% (or such lower percentage as the applicable Issuing Bank may agree) of the Fronting Exposure of all Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Agent and the applicable Issuing Banks in their reasonable discretion.

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

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Company or any of its ERISA Affiliates has within the current plan year or any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means an employee benefit plan, other than a Multiemployer Plan, subject to Title IV of ERISA to which the Company or any of its ERISA Affiliates, and more than one employer other than the Company or any of its ERISA Affiliates, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Company or any of its ERISA Affiliates made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan.

“Non-Extending Bank” has the meaning specified in ‎Section 2.22(b).

“Non-Extension Notice Date” has the meaning set forth in ‎Section 2.05(c)(iii).

“Note” means a promissory note of a Borrower payable to any Bank, in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of such Borrower to such Bank resulting from the Revolving Advances made by such Bank to such Borrower.

“Notice of Borrowing” means a Notice of Revolving Borrowing, Notice of Letter of Credit Issuance or Notice of Swing Line Borrowing.

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

“Notice of Letter of Credit Issuance” has the meaning specified in ‎Section 2.05(c).

“Notice of Swing Line Borrowing” has the meaning specified in ‎Section 2.19(b).

“Obligations” has the meaning specified in ‎Section 9.08(c).

“OFAC” has the meaning specified in ‎Section 4.01(q).

“Original Currency” has the meaning specified in ‎Section 9.06(a).

“Other Currency” has the meaning specified in ‎Section 9.06(a).

“Other Taxes” has the meaning specified in ‎Section 2.20(b).

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“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Agent, the Swing Line Bank or the applicable Issuing Bank, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, an overnight rate determined by the Agent or the applicable Issuing Bank, as the case may be, in accordance with banking industry rules on interbank compensation.

“Participant Register” has the meaning specified in ‎Section 9.08(e).

“Participating Member State” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Union relating to the Economic and Monetary Union.

“Payment Office” means the office of Bank of America located on the date hereof at 101 N. Tryon St. Charlotte, NC, 28255-0001 or such other office of the Agent as shall be from time to time selected by it by written notice to the Company and the Banks.

“PBGC” means the Pension Benefit Guaranty Corporation.

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

“Plan” means an employee benefit plan, other than a Multiemployer Plan, which is (or, within the current plan year or preceding five plan years, was) maintained for employees of the Company or any of its ERISA Affiliates and subject to Title IV of ERISA.

“Platform” has the meaning specified in ‎Section 9.02(c).

“Pre-Adjustment Successor Rate” has the meaning specified in ‎Section 2.12(e).

“Primary Currency” means each of the Euro, and the lawful currency of each of Japan, the United Kingdom and Canada.

“Priority Debt” means Debt owed by a Subsidiary excluding (i) with respect to any Subsidiary Guarantor that provides a guarantee of the Obligations that is not subject to a cap as contemplated by the definition of Subsidiary Guaranty, all Debt of such Subsidiary Guarantor and (ii) with respect to any Subsidiary Guarantor that provides a guarantee of the Obligations that is subject

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to a cap as contemplated by the definition of Subsidiary Guaranty, the Debt of such Subsidiary Guarantor up to the amount of such cap.

“Process Agent” has the meaning specified in ‎Section 9.09.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Bank” has the meaning specified in ‎Section 9.02.

“Rate Determination Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Agent; provided that to the extent such market practice is not administratively feasible for the Agent, such other day as otherwise reasonably determined by the Agent consistent with the manner in which the Agent is determining such dates with respect to similarly situated borrowers (provided, further, with respect to the TIBOR Rate, if quotations for that currency and period would normally be given by leading banks in the Tokyo interbank market on more than one day, the Rate Determination Date for determination of the TIBOR Rate will be the last of those days)).

“Rating Agency” means each of S&P, Moody’s and Fitch.

“Register” has the meaning specified in ‎Section 9.08(c).

“Reimbursement Date” has the meaning specified in ‎Section 2.05(e)(ii).

“Reimbursement Obligations” means, as to any Borrower, the aggregate non-contingent reimbursement or repayment obligations of such Borrower with respect to amounts drawn under Letters of Credit Issued hereunder.

“Related Adjustment” means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Agent applicable to such LIBOR Successor Rate:

(A)the spread adjustment, or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the relevant Pre-Adjustment Successor Rate (taking into account the interest period, interest payment date or payment period for interest calculated and/or tenor thereto) and which adjustment or method (x) is published on an information service as selected by the Agent from time to time in its reasonable discretion or (y) solely with respect to Term SOFR, if not currently published, which was previously so recommended for Term SOFR and published on an information service acceptable to the Agent; or

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(B)the spread adjustment that would apply (or has previously been applied) to the fallback rate for a derivative transaction referencing the ISDA Definitions (taking into account the interest period, interest payment date or payment period for interest calculated and/or tenor thereto).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the directors, officers and employees of such Person and of such Person’s Affiliates.

“Release” means any spilling, leaking, seeping, depositing, dispersing, migrating, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, placing, discarding, abandonment, emptying, or disposing through, into or upon any soil, sediment, subsurface strata, surface water, groundwater, or ambient air.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York.

“Removal Effective Date” has the meaning specified in ‎Section 7.06(c).

“Rescindable Amount” has the meaning as defined in ‎Section 2.17(d).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of the Company and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Borrower so designated by any of the foregoing officers in a notice to the Agent or any other officer or employee of the applicable Borrower designated in or pursuant to an agreement between the applicable Borrower and the Agent.

“Revaluation Date” means (a) with respect to any Advance, each of the following: (i) each date of a Borrowing of a Eurocurrency Advance denominated in an Alternative Currency or a SONIA Daily Rate Advance, (ii) each date of a continuation of an Advance denominated in an Alternative Currency, and (iii) such additional dates as the Agent shall determine or the Majority Banks shall require but, in any case, no less than on a quarterly basis; and (b) with respect to any Letter of Credit, each of the following: (i) each date of Issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of any payment by the Issuing Bank under any Letter of Credit denominated in an Alternative Currency, and (iii) such additional dates as the Agent or the applicable Issuing

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Bank shall determine or the Required Banks shall require but, in any case, no less than on a quarterly basis.

“Revolving Advance” means an advance by a Bank to a Borrower as part of a Revolving Borrowing and refers to a Base Rate Advance, a Eurocurrency Advance or a SONIA Daily Rate Advance, each of which shall be a “Type” of Revolving Advance.

“Revolving Borrowing” means a borrowing consisting of Revolving Advances of the same Type made on the same date to a single Borrower by each of the Banks pursuant to ‎Section 2.01.

“Revolving Credit Obligations” means, at any time, the sum of (a) the aggregate principal amount of Advances outstanding at such time plus (b) the aggregate Letter of Credit Obligations outstanding at such time.

“S&P” means S&P Global Ratings, a division of S&P Global, Inc., and any successor thereto.

“Sanctioned Jurisdiction” has the meaning specified in ‎Section 4.01(q).

“Sanctions” has the meaning specified in ‎Section 4.01(q).

“Screen Rate” has the meaning specified in the definition of “Eurocurrency Rate”.

“Scheduled Unavailability Date” has the meaning specified in ‎Section 2.12(e).

“Securities Act” means the Securities Act of 1933, as amended.

“Significant Subsidiary” has the meaning assigned to such term in Regulation S-X issued pursuant to the Securities Act and the Exchange Act.

“SOFR” with respect to any Business Day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day and, in each case, that has been selected or recommended by the Relevant Governmental Body.

“SONIA” means, for each day any Advance denominated in Sterling is outstanding, the Sterling Overnight Index Average Reference Rate as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) for the SONIA Determination Date with respect to such day.

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“SONIA Adjustment” means, with respect to SONIA, 0.0326% per annum.

“SONIA Daily Rate” means, for any day, with respect to any Advance denominated in Sterling, the rate per annum equal to SONIA determined pursuant to the definition thereof plus the SONIA Adjustment; provided that, if any SONIA Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in a SONIA Daily Rate shall be effective from and including the date of such change without further notice.

“SONIA Daily Rate Advance” means an Advance that bears interest at a rate based on the definition of “SONIA Daily Rate.” All SONIA Daily Rate Advances must be denominated in Sterling.

“SONIA Determination Date” means, with respect to any date of determination of SONIA for an Advance denominated in Sterling, the date that is one Business Day prior to such date (or, if such day is not a Business Day, on the first Business Day immediately prior thereto).

“Special Charges” means, without duplication, charges, expenses and losses in connection with: (a) non-ordinary course dispositions of assets, businesses or divisions (or a portion thereof), (b) casualty events, (c) restructurings, severance and facility, plant and business closures and consolidations, (d) litigation, judgments and settlements, (e) the retirement or extinguishment of debt or other non-recurring finance activities, (f) clean-up of environmental matters, (g) acquisitions and integration activities, (h) COVID-19 activities (excluding, for the avoidance of doubt, lost revenue), (i) pension curtailments and settlements, (j) natural disasters and (k) discontinued operations.

“Spot Rate” for a currency means the rate determined by the Agent or the applicable Issuing Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Agent or the applicable Issuing Bank may obtain such spot rate from another financial institution designated by the Agent or the applicable Issuing Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the applicable Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“Standby Letter of Credit” means any Letter of Credit Issued by an Issuing Bank pursuant to ‎Section 2.05 for the account of a Borrower that is not a Commercial Letter of Credit.

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“Stated Termination Date” means April 16, 2026, or such later date as may be established pursuant to ‎Section 2.22.

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

“Subsidiary” means any corporation or other entity of which securities or other interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly (through one or more Subsidiaries) owned or controlled by the Company.

“Subsidiary Guarantor” means each Subsidiary that guarantees the obligations of the Borrowers hereunder pursuant to a Subsidiary Guaranty or other documentation in form and substance reasonably satisfactory to the Agent.

“Subsidiary Guaranty” means a subsidiary guaranty agreement substantially in the form of Exhibit F hereto or otherwise in form and substance reasonably satisfactory to the Agent pursuant to which the Subsidiary Guarantor guarantees the obligations of the Borrowers hereunder. It is understood and agreed that the Company may cap the aggregate amount of the Obligations that are guaranteed by the Subsidiary Guarantors to an amount of not less than $1,000,000,000. Each Subsidiary Guaranty shall further provide that the Subsidiary Guarantor thereunder shall be released at the written request of the Company so long as immediately after giving effect to such release, no Event of Default shall be continuing, and that the Agent shall, at the Borrower’s expense, execute and deliver such documents as the Company may reasonably request to evidence such release.

“Swing Line Advance” has the meaning specified in ‎Section 2.19(a).

“Swing Line Bank” means Bank of America in its capacity as provider of Swing Line Advances, or any successor Swing Line Bank hereunder.

“Swing Line Borrowing” means a borrowing of a Swing Line Advance pursuant to ‎Section 2.19.

“Swing Line Participations” has the meaning specified in ‎Section 2.19(a).

“Swing Line Sublimit” means $75,000,000, as reduced pursuant to ‎Section 2.08(a).

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if

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any, reasonably determined by the Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” has the meaning specified in Section 2.20(a).

“Term SOFR” means the forward-looking term rate for any period that is approximately (as reasonably determined by the Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service as selected by the Agent from time to time in its reasonable discretion.

“Termination Date” means the Stated Termination Date or the earlier date of termination in whole of the Commitments pursuant to ‎Section 2.08(a) or ‎6.01.

“Termination Event” means (a) a “reportable event,” as such term is described in Section 4043 of ERISA (other than a “reportable event” not subject to the provision for 30-day notice to the PBGC or with respect to which such notice has been waived), or an event described in Section 4062(e) of ERISA, or (b) the withdrawal of the Company or any of its ERISA Affiliates from a Multiple Employer Plan during a plan year in which it was a “substantial employer”, as such term is defined in Section 4001(a)(2) of ERISA, or the incurrence of liability by the Company or any of its ERISA Affiliates under Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or (c) the distribution of a notice of intent to terminate a Plan under a distress termination pursuant to Sections 4041(a)(2) and 4041(c) of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

“Third Amendment and Restatement Effective Date” means the date on which the conditions specified in Section 3.01 are satisfied, which date is the date hereof.

“TIBOR” has the meaning specified in the definition of “Eurocurrency Rate.”

“TIBOR Rate” has the meaning specified in the definition of “Eurocurrency Rate.”

“Total Commitment” means, at any time, the sum of all of the Commitments at such time.

“Treasury Regulations” means the final and temporary (but not proposed) income tax regulations promulgated under the Internal Revenue Code,

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as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Type” has the meaning assigned thereto in the definition herein of “Revolving Advance”.

“Undisclosed Administration” means, with respect to any Bank, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law of the country where such Bank is subject to home jurisdiction if applicable law requires that such appointment is not to be publicly disclosed.

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

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Wholly-Owned Consolidated Subsidiary” means any Consolidated Subsidiary in which all of the shares of capital stock or other equity interests are, at the time, directly or indirectly owned by the Company; provided that up to 10% of each class of such shares of capital stock or other equity interests may be directors’ qualifying shares or shares or equity interests issued by such Subsidiary under employee compensation or incentive plans.

“Withdrawal Liability” shall have the meaning given such term under Part 1 of Subtitle E of Title IV of ERISA.

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

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any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

“Yen” and “¥” mean the lawful currency of Japan.

Section 1.02. Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.03. Accounting Terms and Change in Accounting Principles. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. If any changes in accounting principles from those used in the preparation of the financial statements referred to in ‎Section 4.01(e) are hereafter required or permitted by GAAP and are adopted by the Company with the agreement of its independent certified public accountants and such changes result in a change in the components of the calculation of any of the financial covenants, standards or terms found in ‎Article 5 hereof, the Company and the Agent agree to enter into negotiations in order to amend such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such changes as if such changes had not been made; provided, however, that no change in GAAP that would affect the components of the calculation of any of such financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the Agent, to so reflect such change in accounting principles. Without limiting the generality of the foregoing, any sale of accounts receivable, chattel paper, instruments, general intangibles and related equipment or inventory or any other assets by the Company or any Subsidiary which constitutes a sale of such assets under GAAP as in effect from time to time and any related third party transfer or financing with respect to such assets shall not constitute Debt under this Agreement or the grant of a Lien on such assets for purposes of this Agreement. Notwithstanding anything in the second sentence of this Section to the contrary, (x) whether any such sale constitutes a sale shall be determined by SFAS 140 or any successor pronouncement from and after its respective effective date and (y) all leases of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance on February 25, 2016 of the ASU 2016-02 (ASC 842, Leases) shall continue to be treated as operating leases (and any future lease that would have been treated as an operating lease for purposes of GAAP prior to the issuance of ASC 842 shall be treated as an operating lease), in each case for purposes of this Agreement.

Section 1.04. [Reserved]

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Section 1.05. Exchange Rates; Currency Equivalents. (a) The Agent or the applicable Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Advances and Letters of Credit and amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Agent or the applicable Issuing Bank, as applicable.

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

Section 1.06. Additional Currencies. (a) The Company may from time to time request that Revolving Advances be made and/or Letters of Credit be issued in a currency other than Primary Currencies; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Revolving Advances, such request shall be subject to the approval of the Agent and the Banks; and in the case of any such request with respect to the Issuance of Letters of Credit, such request shall be subject to the approval of the Agent and the applicable Issuing Bank.

(b)Any such request shall be made to the Agent not later than 11:00 a.m., ten (10) Business Days prior to the date of the desired Revolving Advance or Issuance of a Letter of Credit (or such other time or date as may be agreed by the Agent and, in the case of any such request pertaining to Letters of Credit, the Issuing Bank, in its or their sole discretion). In the case of any such request pertaining to Revolving Advances, the Agent shall promptly notify each Bank thereof; and in the case of any such request pertaining to Letters of Credit, the Agent shall promptly notify the applicable Issuing Bank thereof. Each Bank (in the case of any such request pertaining to Revolving Advances) or the applicable Issuing Bank (in the case of a request pertaining to Letters of Credit) shall notify the Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Revolving Advances or the Issuance of Letters of Credit, as the case may be, in such requested currency.

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(c)Any failure by a Bank or any Issuing Bank, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Bank or Issuing Bank, as the case may be, to permit Revolving Advances to be made or Letters of Credit to be Issued in such requested currency. If the Agent and all the Banks consent to making Revolving Advances in such requested currency, the Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Revolving Borrowings of Revolving Advances; and if the Agent and the applicable Issuing Bank consent to the Issuance of Letters of Credit in such requested currency, the Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit Issuances. In connection with any such consent, the Agent may, with the consent of the Company only, amend, modify or supplement this Agreement (including, without limitation, the definitions of Business Day and Eurocurrency Rate) solely as necessary to reflect the addition of the applicable currency as an Alternative Currency hereunder. If the Agent shall fail to obtain consent to any request for an additional currency under this ‎Section 1.06, the Agent shall promptly so notify the Company.

Section 1.07. Change Of Currency. (a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Revolving Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Revolving Borrowing, at the end of the then current Interest Period.

(b)Each provision of this Agreement shall be subject to such reasonable changes of construction as the Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c)Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

Section 1.08. Letter Of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the

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stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the 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 times.

Section 1.09. Interest Rates. The Agent does not warrant nor accept responsibility, nor shall the Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate”, “SONIA” or “SONIA Daily Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

Section 1.10. Division. Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

ARTICLE 2
Amounts and Terms of the Advances

Section 2.01. The Revolving Advances and Letters of Credit. (a) Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Advances to the Borrowers from time to time on any Business Day during the period from the date hereof until the Termination Date. After giving effect to any Revolving Borrowing, (i) the sum of the Revolving Credit Obligations shall not exceed the Total Commitment, (ii) the aggregate outstanding principal amount of the Revolving Advances of any Bank, plus such Bank’s Letter of Credit Participations and Swing Line Participations shall not exceed such Bank’s Commitments and (iii) the aggregate outstanding principal amount of the Revolving Advances and Letter of Credit Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit.

(b)Each Revolving Borrowing shall consist of Revolving Advances of the same Type made on the same day to the same Borrower by the Banks ratably

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according to their respective Commitments. Each Revolving Borrowing shall be in an aggregate amount of:

(i)in the case of a Borrowing comprised of Base Rate Advances, not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof;

(ii)in the case of a Borrowing comprised of Eurocurrency Advances denominated in Dollars, not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof;

(iii)in the case of a Borrowing comprised of Eurocurrency Advances denominated in a Primary Currency, not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof;

(iv)in the case of a Borrowing comprised of Eurocurrency Advances denominated in any Alternative Currency other than a Primary Currency, not less than any amount (and an integral multiple in excess thereof) advised to the Company by the Agent on the basis of then prevailing market conditions and conventions; and

(v)in the case of a Borrowing comprised of SONIA Daily Rate Advances, not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

(c)Within the limits of each Bank’s Commitment, a Borrower may borrow, prepay pursuant to ‎Section 2.14, and reborrow under this ‎Section 2.01.

(d)For purposes of this ‎Section 2.01 and all other provisions of this ‎Article 2, the equivalent in Dollars of any Alternative Currency or the equivalent in any Alternative Currency of Dollars or of any other Alternative Currency shall be determined in accordance with ‎Section 1.05.

Section 2.02. Making the Revolving Advances. (a) Each Revolving Borrowing shall be made on notice, given in the case of a Revolving Borrowing comprised of Eurocurrency Advances or SONIA Daily Rate Advances not later than 11:00 a.m. (New York City time), or in the case of a Revolving Borrowing comprised of Base Rate Advances, not later than 12:00 noon, by the Company (on behalf of the applicable Borrower):

(x)in the case of a proposed Revolving Borrowing comprised of Base Rate Advances, to the Agent on the date of such proposed Borrowing;

(y)in the case of a proposed Revolving Borrowing comprised of Eurocurrency Advances denominated in Dollars, to the Agent three (3) Business Days prior to the date of such proposed Borrowing; and

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(z)in the case of a proposed Revolving Borrowing comprised of Eurocurrency Advances denominated in an Alternative Currency or SONIA Daily Rate Advances, to the Agent four (4) Business Days prior to the date of such proposed Borrowing.

Each such notice of a Revolving Borrowing (a “Notice of Revolving Borrowing”) shall be signed by a Responsible Officer of the Company, delivered in a manner specified in ‎Section 9.02 and shall be in substantially the form of Exhibit B-1 hereto (or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent)), specifying therein the requested (i) Borrower, (ii) date of such Revolving Borrowing, (iii) Type of Revolving Advances comprising such Revolving Borrowing, (iv) in the case of a proposed Revolving Borrowing comprised of Eurocurrency Advances, currency of such Revolving Advances, (v) in the case of a proposed Revolving Borrowing comprised of Eurocurrency Advances, initial Interest Period for each such Advance and (vi) aggregate amount of such Revolving Borrowing. The Company shall certify, in each Notice of Revolving Borrowing, the Credit Ratings, if any, then in effect. Following its receipt of a Notice of Revolving Borrowing, the Agent shall give each Bank prompt notice thereof in a manner specified in ‎Section 9.02. In the case of a proposed Revolving Borrowing comprised of Eurocurrency Advances or SONIA Daily Rate Advances, the Agent shall promptly notify each Bank and the Company of the applicable interest rate under ‎Section 2.10(b) or Section 2.10(c), respectively.

(b)Each Bank shall make available for the account of its Applicable Lending Office:

(i)in the case of a Revolving Borrowing comprised of Base Rate Advances, to the Agent before 12:00 noon (New York City time) (or, if the applicable Notice of Revolving Borrowing shall have been given on the date of such Revolving Borrowing, before 4:00 p.m. (New York City time)) on the date of such Revolving Borrowing, at such account maintained at the Payment Office for Dollars as shall have been notified by the Agent to the Banks prior thereto and in same day funds, such Bank’s ratable portion of such Revolving Borrowing in Dollars;

(ii)in the case of a Revolving Borrowing comprised of Eurocurrency Advances denominated in Dollars, to the Agent before 12:00 noon (New York City time) on the date of such Revolving Borrowing, at such account maintained at the Payment Office for Dollars as shall have been notified by the Agent to the Banks prior thereto and in same day funds, such Bank’s ratable portion of such Revolving Borrowing in Dollars; and

(iii)in the case of a Revolving Borrowing comprised of Eurocurrency Advances denominated in an Alternative Currency or

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SONIA Daily Rate Advances, to the Agent before 2:00 p.m. (London time) on the date of such Revolving Borrowing, at such account maintained at the Payment Office for such Alternative Currency as shall have been notified by the Agent to the Banks prior thereto and in same day funds, such Bank’s ratable portion of such Revolving Borrowing in such Alternative Currency.

After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in ‎Article 3, the Agent will make such funds available to the applicable Borrower at the aforesaid applicable Payment Office.

(c)Each Notice of Revolving Borrowing shall be irrevocable and binding on the Borrower on whose behalf it shall have been submitted. In the case of any Revolving Borrowing which the related Notice of Revolving Borrowing specifies is to be comprised of Eurocurrency Advances or SONIA Daily Rate Advances, the applicable Borrower shall indemnify each Bank, after receipt of a written request by such Bank setting forth in reasonable detail the basis for such request, against any loss (but excluding loss of any Applicable Eurocurrency Margin or Applicable SONIA Margin, as applicable), cost or expense reasonably incurred by such Bank as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Borrowing for such Revolving Borrowing the applicable conditions set forth in ‎Article 3, including, without limitation, any loss (but excluding loss of any Applicable Eurocurrency Margin or Applicable SONIA Margin, as applicable), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund the Revolving Advance to be made by such Bank as part of such Revolving Borrowing when such Revolving Advance, as a result of such failure, is not made on such date.

(d)Unless the Agent shall have received notice from a Bank prior to the date of any Revolving Borrowing (or, in the case of a Base Rate Borrowing, not less than two hours prior to the time of such Borrowing) that such Bank will not make available to the Agent such Bank’s ratable portion of such Revolving Borrowing, the Agent may assume that such Bank has made such portion available to it on the date of such Revolving Borrowing in accordance with subsection ‎(b) of this ‎Section 2.02 and it may, in reliance upon such assumption, make (but shall not be required to make) available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and such Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent at (i) in the case of such Borrower, the interest rate applicable to Base Rate Advances and (ii) in the case of such Bank, the Overnight Rate plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s

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Revolving Advance as part of such Revolving Borrowing for purposes of this Agreement.

(e)The failure of any Bank to make the Revolving Advance to be made by it as part of any Revolving Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Revolving Advance on the date of such Revolving Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Revolving Advance to be made by such other Bank on the date of any Revolving Borrowing.

(f)After giving effect to all Revolving Borrowings, all Conversions of Revolving Advances from one Type to the other, and all continuations of Revolving Advances as the same Type, there shall not be more than eight (8) Interest Periods in effect with respect to the Revolving Borrowings.

Section 2.03. [Reserved]

Section 2.04. [Reserved]

Section 2.05. Letters of Credit. Subject to the terms and conditions set forth herein (including ‎Section 2.24(c) and ‎Section 2.05(j)), from the date hereof until the Letter of Credit Expiration Date, each Issuing Bank hereby agrees to Issue for the account of any Borrower or any Subsidiary one or more Letters of Credit denominated in (x) Dollars, (y) a Primary Currency or (z) if agreed to by each Bank and such Issuing Bank in their absolute and sole discretion, an Alternative Currency that is not a Primary Currency, up to an aggregate undrawn face amount at any one time outstanding equal to the Letter of Credit Sublimit and subject to the following provisions.

(a)Types and Amounts. No Issuing Bank shall have any obligation to Issue, and, with respect to clauses ‎(i) through ‎(iii) and ‎(v) below, shall not except as otherwise agreed by the Majority Banks and such Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to ‎Section 2.05(a)(ii)(A), which shall require the agreement of all of the Banks and such Issuing Bank), Issue any Letter of Credit at any time:

(i)if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank or (unless otherwise agreed by such Issuing Bank in its sole and absolute discretion) the Letter of Credit Fronting Sublimit of such Issuing Bank;

(ii)if such Issuing Bank receives notice (A) from the Agent at or before 11:00 a.m. (New York City time) on the date of the proposed Issuance of such Letter of Credit that, immediately after giving effect to the Issuance of such Letter of Credit, (w) the Revolving Credit Obligations

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at such time would exceed the Total Commitment, (x) the outstanding Letter of Credit Obligations would exceed the amount of the Letter of Credit Sublimit, (y) the aggregate outstanding principal amount of the Revolving Advances of any Bank, plus such Bank’s Letter of Credit Participations and Swing Line Participations shall exceed such Bank’s Commitments, or (z) the aggregate outstanding principal amount of the Revolving Advances and Letter of Credit Obligations denominated in Alternative Currencies shall exceed the Alternative Currency Sublimit, or (B) from any of the Banks at or before 11:00 a.m. (New York City time) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent contained in Sections ‎3.01 (solely with respect to an Issuance of a Letter of Credit on the Third Amendment and Restatement Effective Date, if applicable) or ‎3.02, would not on such date be satisfied, unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to such Issuing Bank by the Agent (and such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections ‎3.01 or ‎3.02, as applicable, have been satisfied or waived);

(iii)subject to ‎Section 2.05(c)(iii), which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) except as otherwise set forth in ‎Section 2.05(j), the Business Day five (5) Business Days prior to the Stated Termination Date;

(iv)which is in a currency other than Dollars or a Primary Currency, or if agreed to by each Bank and such Issuing Bank in their absolute and sole discretion, an Alternative Currency that is not a Primary Currency;

(v)the Issuance and terms of which are governed by the laws of any jurisdiction other than the United States or any other jurisdiction which is approved by the Agent and such Issuing Bank (which approval shall not be unreasonably withheld or delayed);

(vi)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Bank from issuing such Letter of Credit, or any law applicable to the applicable Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable Issuing Bank shall prohibit, or request that the applicable Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the applicable Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the applicable Issuing Bank is not otherwise compensated hereunder) not in effect on the Third Amendment and Restatement Effective Date, or shall impose upon the applicable Issuing Bank any unreimbursed loss, cost or

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expense which was not applicable on the Third Amendment and Restatement Effective Date and which the applicable Issuing Bank in good faith deems material to it (it being understood that if the Issuing Bank determines not to Issue a Letter of Credit as a result of events or circumstances giving rise to unreimbursed losses, costs or expenses, the Issuing Bank shall promptly notify the Company and the Agent of the same. The Company may elect to reimburse such Issuing Bank for such loss, cost or expense; and upon the reimbursement of such loss, cost or expense, the Issuing Bank shall Issue such Letter of Credit on the terms and subject to the other conditions set forth herein); or

(vii)the Issuance of such Letter of Credit would violate one or more written policies of the applicable Issuing Bank applicable to letters of credit of the type of Letter of Credit to be issued hereunder.

(b)Conditions. In addition to being subject to the satisfaction of the conditions precedent contained in Sections ‎3.01 (solely with respect to an Issuance of a Letter of Credit on the Third Amendment and Restatement Effective Date, if applicable) and ‎3.02, the obligation of an Issuing Bank to Issue any Letter of Credit is subject to the satisfaction in full of the following conditions:

(i)if such Issuing Bank so requests by a time reasonably following such Issuing Bank’s receipt of the Agent’s notice of the proposed Issuance of such Letter of Credit, the applicable Borrower shall have executed and delivered to such Issuing Bank and the Agent a Letter of Credit Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof; and

(ii)unless otherwise agreed to by such Issuing Bank, the terms of the proposed Letter of Credit shall conform to the customary terms of letters of credit issued by such Issuing Bank.

(c)Issuance of Letters of Credit.

(i)The Company (on behalf of the applicable Borrower) shall deliver to the applicable Issuing Bank and the Agent in a manner specified in ‎Section 9.02 a Notice of Letter of Credit Issuance signed by a Responsible Officer of the Company in the form attached hereto as Exhibit B-2 (a “Notice of Letter of Credit Issuance”) not later than 11:00 a.m. (New York City time) on the third Business Day preceding the requested date for Issuance of a Letter of Credit hereunder, or such shorter notice as may be acceptable to such Issuing Bank and the Agent. Each Notice of Letter of Credit Issuance shall be irrevocable and binding on the Borrower on whose behalf it shall have been submitted.

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(ii)The applicable Issuing Bank shall give the Agent written notice, or telephonic notice confirmed promptly thereafter in writing, of the Issuance of a Letter of Credit.

(iii)If the Company so requests in any applicable Letter of Credit application, the applicable Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Company shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Banks shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date, subject to ‎Section 2.05(j); provided, however, that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of ‎Section 2.05(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Agent that the Majority Banks have elected not to permit such extension or (2) from the Agent, any Bank or the Company that one or more of the applicable conditions specified in ‎Section 3.02 is not then satisfied, and in each such case directing the applicable Issuing Bank not to permit such extension.

(d)Duties of Issuing Bank.

No action taken or omitted in good faith by an Issuing Bank under or in connection with any Letter of Credit (except for any such action resulting from the gross negligence, bad faith or willful misconduct of such Issuing Bank) shall put such Issuing Bank under any resulting liability to any Bank or any Borrower or relieve any Bank of its obligations hereunder to such Issuing Bank. In determining whether to pay under any Letter of Credit, an Issuing Bank shall have no obligation to the Banks or any Borrower other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered by the appropriate Person and that they appear on their face to comply with the requirements of such Letter of Credit.

(e)Participations; Reimbursement Obligations.

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(i)Immediately upon Issuance by an Issuing Bank of any Letter of Credit in accordance with the procedures set forth in this ‎Section 2.05, each Bank shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation in such Letter of Credit (a “Letter of Credit Participation”) in the proportion of such Bank’s Applicable Percentage, including, without limitation, all Letter of Credit Obligations and other obligations of the applicable Borrower with respect thereto (other than amounts owing to an Issuing Bank under ‎Section 2.05(g)) and any security therefor and guaranty pertaining thereto.

(ii)If an Issuing Bank shall make any disbursement in respect of a drawing on a Letter of Credit, the applicable Borrower shall reimburse such Issuing Bank for the amount drawn not later than 12:00 noon, New York City time, on the next Business Day after the date that such disbursement is made, if such Borrower shall have received notice of such disbursement prior to 10:00 a.m., New York City time, on such date of disbursement, or, if such notice has not been received by such Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (A) the next Business Day after the date that such Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (B) the second Business Day following the day that such Borrower receives such notice, if such notice is received after 10:00 a.m., New York City time, on the day of receipt (the applicable date and time for payment set forth above being referred to as the “Reimbursement Date”). In the case of a Letter of Credit denominated in an Alternative Currency, the applicable Borrower shall reimburse the applicable Issuing Bank in such Alternative Currency, unless (x) the applicable Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (y) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the applicable Issuing Bank promptly following receipt of the notice of drawing that the Company will reimburse the applicable Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Issuing Bank shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If any Reimbursement Obligation is not paid by the applicable Borrower by the applicable Reimbursement Date, the Issuing Bank shall promptly notify the Agent, which shall promptly notify each Bank, and each such Bank shall promptly and unconditionally pay to the Agent for the account of such Issuing Bank (in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) in immediately available funds, the amount of such Bank’s Applicable Percentage of the payment made by the Issuing Bank, and the Agent shall

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promptly pay to such Issuing Bank such amounts received by it. In the event such payments are made by such Banks, such payments shall constitute Revolving Advances made to the Borrower pursuant to ‎Section 2.02 (irrespective of the satisfaction of the conditions in Sections ‎3.01 or ‎3.02, as applicable), and the Borrower’s obligation to pay such Reimbursement Obligation shall be deemed discharged when due and replaced by such resulting Revolving Advances. If it shall be illegal or unlawful for any Borrower to incur Revolving Advances as contemplated by the preceding sentence because of an Event of Default described in ‎Section 6.01(e) or otherwise, each Bank’s payment of its Applicable Percentage of the Reimbursement Obligation pursuant to the preceding sentence shall constitute the purchase of an undivided participation interest in the Reimbursement Obligation owed to the Issuing Bank, and such payments shall not constitute Revolving Advances and shall not relieve the applicable Borrower of its obligation to pay such Reimbursement Obligation. All Reimbursement Obligations shall bear interest at the Base Rate (plus the Applicable Base Rate Margin) from the date of the relevant drawing under such Letter of Credit until the Reimbursement Date, or, if applicable, until the date of the Revolving Advances satisfying such Reimbursement Obligation as set forth in the second preceding sentence, and thereafter at a rate per annum at all times equal to 2% per annum above the Base Rate (plus the Applicable Base Rate Margin) in effect from time to time. If a Bank does not make its Applicable Percentage of the amount of any such payment available to the Agent, such Bank agrees to pay to the Agent for the account of such Issuing Bank, forthwith on demand, such amount together with interest thereon, at the Overnight Rate plus any administrative processing or similar fees customarily charged by the Issuing Bank in connection with the foregoing. The failure of any Bank to make available to the Agent for the account of an Issuing Bank its Applicable Percentage of any such payment shall neither relieve any other Bank of its obligation hereunder to make available to the Agent for the account of such Issuing Bank such other Bank’s Applicable Percentage of any payment on the date such payment is to be made nor increase the obligation of any other Bank to make such payment to the Agent.

(iii)Whenever an Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, as to which any Bank has made a Revolving Advance or purchased a participation pursuant to ‎Section 2.05(e)(ii), such Issuing Bank shall promptly pay to the Agent such payment for distribution to the applicable Banks in accordance with their Applicable Percentage with respect to the applicable Letter of Credit.

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(iv)Upon the request of any Bank, the applicable Issuing Bank shall furnish such Bank copies of any Letter of Credit or Letter of Credit Reimbursement Agreement to which such Issuing Bank is party.

(v)The obligations of any Bank to make payments to the Agent for the account of an Issuing Bank with respect to a Letter of Credit shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with this Agreement (irrespective of the satisfaction of the conditions described in Sections ‎3.01 or ‎3.02, as applicable) under all circumstances, including, without limitation, any of the following circumstances:

(A)any lack of validity or enforceability hereof or of any of the other Loan Documents;

(B)the existence of any claim, setoff, defense or other right which any Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, any Issuing Bank, any Bank or any other Person, whether in connection herewith, with any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit);

(C)any draft, certificate or any other document presented under the Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(D)the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;

(E)any failure by the Issuing Bank to make any reports required pursuant to ‎Section 2.05(h) or the inaccuracy of any such report; or

(F)the occurrence of any Default or Event of Default.

(f)Payment of Reimbursement Obligations.

(i)The applicable Borrower unconditionally agrees to pay to the applicable Issuing Bank the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuing Bank under or in connection with each Letter of Credit Issued by such Issuing Bank for the

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account of such Borrower when such amounts are due and payable, irrespective of any claim, setoff, defense or other right which such Borrower may have at any time against such Issuing Bank or any other Person.

(ii)In the event any payment by a Borrower received by an Issuing Bank with respect to a Letter of Credit distributed by the Agent to the Banks on account of their Letter of Credit Participations is thereafter set aside, avoided or recovered from such Issuing Bank in connection with any receivership, liquidation or bankruptcy proceeding, each such Bank which received such distribution shall, upon demand by such Issuing Bank, contribute such Bank’s Applicable Percentage with respect to such Letter of Credit of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Issuing Bank upon the amount required to be repaid by it.

(g)Issuing Bank Fees and Charges. Each Borrower agrees to pay to each Issuing Bank, solely for its own account, (i) a fronting fee in the amount and at the time specified in the applicable Fee Letter (or in the case of any Issuing Bank set forth in clause (f) of the definition thereof, in an amount to be agreed upon between such Issuing Bank and such Borrower) and (ii) the standard charges assessed by such Issuing Bank in connection with the Issuance, administration, amendment and payment or cancellation of such Letter of Credit.

(h)Issuing Bank Reporting Requirements. Each Issuing Bank shall, on the day it Issues a Letter of Credit, provide a copy of such Letter of Credit to the Agent. On a monthly basis, each Issuing Bank shall deliver to the Agent a complete list of all outstanding Letters of Credit issued by such Issuing Bank.

(i)Exoneration. As between the Borrowers on the one hand and the Agent, the Banks and each Issuing Bank on the other hand, the Borrowers assume all risks of the acts and omissions of, or misuse of Letters of Credit by, the respective beneficiaries of the Letters of Credit Issued hereunder. In furtherance and not in limitation of the foregoing, subject to the provisions of the applicable Letter of Credit Reimbursement Agreement, the Agent, the Issuing Banks and the Banks shall not be responsible for: (A) the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for or Issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in

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interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any litigation, proceeding or charges with respect to a Letter of Credit; and (I) any consequences arising from causes beyond the control of the Agent, the applicable Issuing Bank or the Banks; except in the cases of clauses ‎(A) (with respect to form only), ‎(B), ‎(C), ‎(D), ‎(E), ‎(F), ‎(H) and ‎(I) above, for the gross negligence or willful misconduct of the Issuing Bank, as determined in a judgment by a court of competent jurisdiction.

(j)Extended Facility Letters of Credit. Notwithstanding the contrary provisions of ‎Section 2.05(a), Letters of Credit may be Issued with expiry dates later than the fifth Business Day prior to the Stated Termination Date upon the terms and conditions set forth in this ‎Section 2.05(j) (any such Letter of Credit, an “Extended Facility Letter of Credit”). No Extended Facility Letter of Credit shall have an expiry date later than one year after the Stated Termination Date. From the date of Issuance of any Extended Facility Letter of Credit, the Company will maintain cash collateral in the Letter of Credit Collateral Account in an amount equal to 105% of the Letter of Credit Obligations relating to Extended Facility Letters of Credit, and at all times when any Extended Facility Letters of Credit are outstanding, the Company will maintain cash collateral in the Letter of Credit Collateral Account in an amount not less than 105% of the Letter of Credit Obligations relating to such Extended Facility Letters of Credit then outstanding.

(k)Letter of Credit Collateral Account. The Company agrees that it will, upon the request of the Agent or the Majority Banks after the occurrence and during the continuance of an Event of Default, and as otherwise required pursuant to ‎Section 2.05(j), establish and maintain a Letter of Credit Collateral Account. The Company hereby pledges and grants to the Agent, on behalf of the Issuing Banks and the Banks, a security interest in all of the Company’s right, title and interest in and to all funds which may from time to time be on deposit in the Letter of Credit Collateral Account to secure the prompt and complete payment and performance of the Letter of Credit Obligations, and to the extent provided in Sections ‎6.02(b) and ‎(c), other payment obligations hereunder. Nothing in this ‎Section 2.05(k) shall obligate the Company to deposit any funds in the Letter of Credit Collateral Account or limit the right of the Agent to release any funds held in the Letter of Credit Collateral Account other than as required in ‎Section 2.05(j) or ‎Section 6.02.

(l)Obligations Several. The obligations of each Issuing Bank and each Bank under this ‎Section 2.05 are several and not joint, and no Bank shall be responsible for any Issuing Bank’s obligation to Issue Letters of Credit or any other Bank’s participation obligations therein.

(m)Applicability of ISP and UCP. Unless otherwise expressly agreed by the Issuing Bank and the Company when a Letter of Credit is Issued, (i) the

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rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

(n)Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Company shall be obligated to reimburse the Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Company hereby acknowledges that the Issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries.

Section 2.06. [Reserved]

Section 2.07. Fees.

(a)Facility Fee. Subject to ‎Section 2.24(a)(iii) the Company agrees to pay each Bank a facility fee at the respective rate per annum set forth below on such Bank’s actual daily Commitment (irrespective of usage) from the date hereof until the Termination Date, payable on the last day of each March, June, September and December during the term of such Bank’s Commitment and on the Termination Date. The facility fee in respect of any period shall be determined on the basis of the Credit Ratings in effect on each day during such period, in accordance with the table set forth below. The rate per annum at which such facility fee is calculated shall change when and as any Credit Rating changes.

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(b)Letter of Credit Fees. Subject to ‎Section 2.24(a)(iii) in addition to any fees paid pursuant to ‎Section 2.05(g), the Company agrees to pay to the Agent for the account of the Banks, to be allocated among the Banks based upon their Applicable Percentages with respect to each Letter of Credit for which the fee is paid, a fee on each issued and outstanding Letter of Credit (a “Letter of Credit Fee”) at the respective rate per annum set forth below on the daily undrawn amount of each Letter of Credit from the date hereof until the Termination Date, payable on the first Business Day after the end of each March, June, September and December during the term of such Bank’s Commitment and

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on the Termination Date. The Letter of Credit Fee in respect of any period shall be determined on the basis of the Credit Ratings in effect on each day during such period, in accordance with the table set forth below. The rate per annum at which such Letter of Credit Fee is calculated shall change when and as any Credit Rating changes.

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(c)Other Fees.

(i)The Company shall pay to the Arrangers and the Agent for their own respective accounts fees in the amounts and at the times set forth in the applicable Fee Letters or otherwise separately agreed by them. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii)The Company shall pay to the Banks such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Section 2.08. Reduction of the Commitments; Increased Commitments; Additional Banks.

(a)The Company shall have the right, upon at least three (3) Business Days’ notice to the Agent and without premium or penalty, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Banks; provided, that the Total Commitment shall not be reduced to an amount which is less than the aggregate principal amount of the Revolving Credit Obligations then outstanding; provided further, that if the Total Commitment is reduced to an amount which is less than the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit then in effect, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit (as applicable) shall automatically be reduced to an amount equal to the Total Commitment as so reduced; provided further, that each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and provided further, that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or another transaction,

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in which case such notice may be revoked by the Company (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied.

(b)The Company may, upon notice to the Agent (which shall promptly provide a copy of such notice to the Banks), propose to increase the Total Commitment by an amount not to exceed $1,000,000,000 in the aggregate for all such increases during the term of this Agreement (the amount of any such increase, the “Increased Commitments”). The Company shall be entitled to have the Total Commitment increased pursuant to this Section 2.08(b) not more than five (5) times during the term of this Agreement. At the time of sending such notice, the Company (in consultation with the Agent) shall specify the time period within which each Bank is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Banks). Each Bank shall notify the Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Bank not responding within such time period shall be deemed to have declined to increase its Commitment.

(c)The Agent shall notify the Company and each Bank of the Banks’ responses to each request made pursuant to Section 2.08(b). To achieve the full amount of a requested increase, the Company may designate another financial institution or other financial institutions which are not existing Banks which at the time agree to such designation (each such financial institution, an “Added Bank”) to become a party to this Agreement. The sum of the increases in the Commitments of the existing Bank plus the Commitments of the Added Banks shall not in the aggregate exceed the unsubscribed amount of the Increased Commitments.

(d)If the Total Commitments are increased in accordance with this Section 2.08, the Company (in consultation with the Agent) shall determine the effective date of such increase and the final allocations of such increase. The Agent shall promptly notify the Banks of the final allocations of such increase and the effective date of such increase. An increase in the Total Commitment pursuant to this ‎Section 2.08 shall become effective upon the receipt by the Agent of an Increase Agreement signed by the Company, by each Added Bank, and by each other Bank whose Commitment is to be increased (each such Bank, an “Increasing Bank”), setting forth the new Commitments of such Banks and setting forth the agreement of each Added Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Company with respect to the Increased Commitments and such opinions of counsel for the Company with respect to the Increased Commitments as set forth in such Increase Agreement. Once the Increase Agreement has been executed and delivered by the applicable parties, this Agreement shall be deemed to be amended to reflect the increase in Commitments provided for therein notwithstanding the provisions of ‎Section 9.01.

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By executing and delivering an Increase Agreement, each Increasing Bank and each Added Bank confirms to and agrees with each party hereto as follows: (x) neither the Agent nor any Bank makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (y) neither the Agent nor any Bank makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto.

Within ten (10) Business Days after execution of an Increase Agreement (or such longer period as the Agent may reasonably agree), each Borrower, at its own expense, shall execute and deliver to the Agent a new Note, if requested on or prior to the effective date of the applicable Increase Agreement, to each Added Bank and, if requested on or prior to the effective date of the applicable Increase Agreement by any Increasing Bank, to such Increasing Bank. Such new Note or Notes shall be dated the effective date of such Increase Agreement and shall otherwise be in substantially the form of Exhibit A hereto.

(e)If there are any Revolving Advances outstanding on the effective date of any Increase Agreement, each Bank other than an Added Bank or an Increasing Bank (each such Bank an “Assigning Bank”) agrees that it will assign to each Added Bank and Increasing Bank such portion of such Assigning Bank’s rights and obligations under this Agreement as shall be necessary to cause each Added Bank and Increasing Bank to share ratably (based on the proportion that such Added Bank’s or Increasing Bank’s Commitment bears to the Total Commitment after giving effect to the Increase Agreement) in each such Revolving Advance. Such assignments shall be effected by execution and delivery by the applicable Assigning Banks, Added Banks or Increasing Banks of Assignments and Acceptances. In consideration of such assignments, each Added Bank and Increasing Bank shall before 12:00 noon (New York City time) on the effective date of the Increase Agreement, make available for the account of its Applicable Lending Office to the Agent at its address referred to in ‎Section 9.02, in same day funds, such Added Bank’s or Increasing Bank’s ratable portion (based on (i) the proportion that such Added Bank’s Commitment or (ii) the increase in such Increasing Bank’s Commitment bears to the Total Commitment after giving effect to the Increase Agreement) of each Revolving Borrowing then outstanding, together with an amount equal to such ratable portion of the interest which has accrued to such date and remains unpaid on such Revolving Advances. After the Agent’s receipt of such funds, the Agent will promptly make such same day funds available to the account of each Assigning Bank in an amount equal to such Assigning Bank’s ratable portion of such payment by the Added Banks and Increasing Banks.

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(f)If there are any Letters of Credit or Swing Line Advances outstanding on the date of any Increase Agreement, each Issuing Bank and Swing Line Bank and each Bank agree that the Letter of Credit Participations and Swing Line Participations with respect to each outstanding Letter of Credit and Swing Line Advance shall be adjusted so that each Bank’s Letter of Credit Participation and Swing Line Participation with respect to each such Letter of Credit and Swing Line Advance shall be in the proportion that such Bank’s Applicable Share (after giving effect to the Increased Commitments and the assignments provided for in ‎Section 2.08(e)).

Section 2.09. Repayment of Revolving Advances and Swing Line Advances. Each Borrower shall repay on the Termination Date the principal amount of each Revolving Advance made to it. Each Borrower shall repay each Swing Line Advance on the earlier to occur of (x) the Termination Date and (y) the date that is ten (10) Business Days after such Swing Line Advance is made.

Section 2.10. Interest on Revolving Advances and Swing Line Advances. Each Borrower shall pay interest on the unpaid principal amount of each Revolving Advance and each Swing Line Advance made by each Bank to such Borrower from the date of such Revolving Advance or such Swing Line Advance until such principal amount shall be paid in full, at the following rates per annum:

(a)Base Rate Advances. With respect to any Revolving Advance that is a Base Rate Advance and any Swing Line Advance, a rate per annum equal at all times to the Base Rate in effect from time to time plus the Applicable Base Rate Margin, payable quarterly in arrears on the tenth Business Day of each April, July, October and January and on the date such Base Rate Advance or Swing Line Advance shall be paid in full; provided, that any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Base Rate Margin in effect from time to time. The Agent shall provide telephonic notice to the Company (which in turn shall advise the applicable Borrower) of the amount of interest due and payable on Base Rate Advances or Swing Line Advance by a date not later than the date such payment is due; provided, however, that the Agent’s failure to give such notice shall not discharge the applicable Borrower from the payment of interest but shall only delay the due date of such interest until such telephonic notice is given. “Applicable Base Rate Margin” means a rate per annum determined in reference to the rates under the column “Applicable Base Rate Margin” set forth after clause ‎(b) below on the basis of the Credit Ratings at such time.

(b)Eurocurrency Advances. If such Revolving Advance is a Eurocurrency Advance, a rate per annum equal at all times during the Interest Period for such Revolving Advance to the sum of the Eurocurrency Rate for such Interest Period plus the Applicable Eurocurrency Margin, payable on the last day

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of such Interest Period and, if such Interest Period has a duration of more than three months, on each day which occurs during such Interest Period every three months from the first day of such Interest Period; provided that any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above (x) if the originally scheduled Interest Period shall then be in effect, the sum of the Eurocurrency Rate plus the Applicable Eurocurrency Margin then in effect with respect to such Revolving Advance, and (y) in all other cases, the Base Rate plus the Applicable Base Rate Margin in effect from time to time. “Applicable Eurocurrency Margin” means, in respect of any Eurocurrency Advance, a rate per annum determined as of the first day of the Interest Period for such Eurocurrency Advance in reference to the rates under the column “Applicable Eurocurrency Margin and Applicable SONIA Margin” set forth below on the basis of the Credit Ratings at such time.

(c)SONIA Daily Rate Advances. If such Revolving Advance is a SONIA Daily Rate Advance, a rate per annum equal each day to the SONIA Daily Rate determined for such day plus the Applicable SONIA Margin in effect for such day, payable on the first Business Day of each month; provided that any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above the sum of the SONIA Daily Rate plus the Applicable SONIA Margin then in effect with respect to such Revolving Advance. “Applicable SONIA Margin” means, in respect of any SONIA Daily Rate Advance, a rate per annum determined as of each day in reference to the rates under the column “Applicable Eurocurrency Margin and Applicable SONIA Margin” set forth below on the basis of the Credit Ratings at such time.

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Section 2.11. Additional Interest on Eurocurrency Advances. If any Bank is required (i) to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, the Company shall pay (or cause the applicable Borrower to pay) to such Bank additional interest on the unpaid principal amount of each Eurocurrency Advance equal to the actual costs of such

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reserves allocated to such Eurocurrency Advance by such Bank (as determined by such Bank in good faith, which determination shall be conclusive absent manifest error) and (ii) as a result of a Change in Law, to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Advances, the Company shall pay (or cause the applicable Borrower to pay) to such Bank such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Advance by such Bank (as determined by such Bank in good faith, which determination shall be conclusive absent manifest error), which in each case shall be due and payable on each date on which interest is payable on such Advance; provided that the Company shall have received at least ten (10) days’ prior notice (with a copy to the Agent) of such additional interest or costs from such Bank with a reasonably detailed explanation of the regulatory requirements imposing such costs and a calculation of the allocation of such costs to the relevant Commitment or Advance (or if a Bank fails to give notice ten (10) days prior to the relevant interest payment date, such additional interest shall be due and payable ten (10) days from receipt of such notice); provided further, that such amounts shall be proportionate to the amounts that such Bank charges other borrowers or account parties for such reductions suffered on loans in connection with substantially similar facilities as reasonably determined by such Bank acting in good faith. For the avoidance of doubt, no amount shall be payable under this Section 2.11 to the extent duplicative of amounts required to be reimbursed pursuant to Section 2.10(b) and/or Section 2.15. Notwithstanding the foregoing, if any reserves described in this Section 2.11 are based upon the financial strength or creditworthiness of a Bank, for the purposes of calculating the actual costs of a Bank with respect to such reserves, each such Bank shall be deemed to be in the highest applicable category of financial strength or creditworthiness.

Section 2.12. Interest Rate Determination. (a) The Agent shall give prompt notice to the Company (which in turn shall advise the applicable Borrower) and the Banks of the applicable interest rate determined by the Agent for purposes of ‎Section 2.10(a), ‎(b) or (c).

(b)If the Agent shall, at least one Business Day before the date of any requested Revolving Borrowing or the Conversion or continuation of any Revolving Borrowing, notify the Company and the Banks that the Eurocurrency Rate cannot be determined pursuant to the definition of “Eurocurrency Rate” set forth in Section 1.01 of this Agreement for such requested Eurocurrency Advance or continuation of such Eurocurrency Advance for the applicable amount (whether denominated in Dollars or an Alternative Currency) and Interest Period and Section 2.12(e)(i) does not apply, the Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurocurrency Advances, whereupon

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(i)each such Revolving Advance will automatically, on the last day of the then outstanding Interest Period therefor, Convert into, and with respect to a requested Revolving Advance as part of a requested Revolving Borrowing, such Advance shall be, a Base Rate Advance denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Eurocurrency Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and

(ii)the rights of the Borrowers to select, and the obligation of the Banks to make, or to Convert Advances into or continue Advances as, Eurocurrency Advances in such currency shall be suspended until the Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist.

(c)If, with respect to any Eurocurrency Advances or SONIA Daily Rate Advances, the Majority Banks shall at least one Business Day before the requested date of, or the proposed Conversion or continuation of the Advances comprising all or part of, any Revolving Borrowing, notify the Agent that the Eurocurrency Rate for any Interest Period for such Advances in a particular currency or the SONIA Daily Rate, as applicable, will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurocurrency Advances bearing interest at a Eurocurrency Rate for such Interest Period or SONIA Daily Rate Advances, as applicable, the Agent shall forthwith so notify the Company and the Banks, whereupon

(i)(x) any such outstanding Eurocurrency Advances denominated in Dollars will be deemed to have been converted into Base Rate Advances on the last day of the then existing Interest Period therefor and (y) any such outstanding Eurocurrency Advances denominated in an Alternative Currency or SONIA Daily Rate Advance, as applicable, at the Company’s election, will either (1) be Converted into a Revolving Borrowing of Base Rate Advances denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Eurocurrency Advance or SONIA Daily Rate Advance, as applicable or (2) be prepaid in full, in each case, on the last day of the then existing Interest Period therefor (in the case of Eurocurrency Advances) or immediately (in the case of SONIA Daily Rate Advances), and

(ii)the rights of the Borrowers to select, and the obligation of the Banks to make, or to Convert Advances into or continue Advances as, Eurocurrency Advances in such currency or SONIA Daily Rate Advances shall be suspended until the Majority Banks have notified the Agent, and the Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist.

(d)If the Agent shall have determined (i) that for any reason adequate and reasonable means do not exist for ascertaining (x) the Eurocurrency Rate for

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any requested Interest Period with respect to a proposed Eurocurrency Advance or (y) the SONIA Daily Rate with respect to a proposed SONIA Daily Rate Advance or (ii) (x) that (1) the Eurocurrency Rate applicable pursuant to ‎‎Section 2.10(b) for any requested Interest Period with respect to a proposed Eurocurrency Advance or (2) the SONIA Daily Rate with respect to a proposed SONIA Daily Rate Advance, as applicable, does not adequately and fairly reflect the cost to any Bank of funding such Advance and (y) the circumstances described in Section 2.12(e)(i) do not apply, the Agent will forthwith give notice of such determination to the Company and each Bank. Thereafter, (i) the obligation of the Banks to make or maintain Eurocurrency Advances or SONIA Daily Rate Advances in the affected currency hereunder shall be suspended and (ii) each outstanding Advance in the affected currency shall, at the Company’s election, either (1) be Converted into a Revolving Borrowing of Base Rate Advances denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Eurocurrency Advance or SONIA Daily Rate Advance, as applicable or (2) be prepaid in full on the last day of the then current Interest Period applicable thereto, in the case of Eurocurrency Advances, or immediately, in the case of SONIA Daily Rate Advances, in each case, until the Agent revokes such notice in writing. Upon receipt of such notice, the Company may revoke any Notice of Borrowing or notice of conversion or continuation then submitted by it. If the Company does not revoke such notice, the Banks shall make, convert or continue the Advances, as proposed by the Company, in Dollars in the Dollar Equivalent of the amount specified in the applicable notice submitted by the Company, but such Advances shall be made, converted or continued as Base Rate Advances instead of Eurocurrency Advances or SONIA Daily Rate Advances, as applicable.

(e)Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Agent determines (which determination shall be conclusive absent manifest error), or the Company or Majority Banks notify the Agent (with, in the case of the Majority Banks, a copy to the Company) that the Company or Majority Banks (as applicable) have determined, that:

(i)adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii)the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Agent or such administrator has made a public statement identifying a specific date after which LIBOR or the Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or

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(iii)the administrator of the Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or

(iv)syndicated loans currently being executed, or that include language similar to that contained in this Section 2.12, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR;

then, in the case of clauses (i)-(iii) above, on a date and time determined by the Agent (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur reasonably promptly upon the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date and solely with respect to Advances denominated in Dollars, LIBOR will be replaced hereunder and under any Loan Document with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”):

(x)Term SOFR plus the Related Adjustment; and

(y) SOFR plus the Related Adjustment;

and in the case of clause (iv) above, the Company and Agent may amend this Agreement solely for the purpose of replacing LIBOR with respect to Advances denominated in Dollars under this Agreement and under any other Loan Document in accordance with the definition of “LIBOR Successor Rate” and such amendment will become effective at 5:00 p.m., on the fifth Business Day after the Agent shall have notified all Banks and the Company of the occurrence of the circumstances described in clause (iv) above unless, prior to such time, Banks comprising the Majority Banks have delivered to the Agent written notice that such Majority Banks object to the implementation of a LIBOR Successor Rate pursuant to such clause;

provided that, with respect to Advances denominated in Dollars, if the Agent determines that Term SOFR has become available, is administratively feasible for the Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and the Agent notifies the Company and each Bank of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Pre-Adjustment Successor Rate

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shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment. The Agent will promptly (in one or more notices) notify the Company and each Bank of (x) any occurrence of any of the events, periods or circumstances under clauses (i) or (iii) above, (y) a LIBOR Replacement Date and (z) the LIBOR Successor Rate.

Any LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent.

Notwithstanding anything else herein, if at any time any LIBOR Successor Rate as so determined would otherwise be less than zero, the LIBOR Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.

In connection with the implementation of a LIBOR Successor Rate, the Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Company and the Banks reasonably promptly after such amendment becomes effective.

If the events or circumstances of the type described in Section 2.12(e)(i)-(iii) have occurred with respect to the LIBOR Successor Rate then in effect, then the successor rate thereto shall be determined in accordance with the definition of “LIBOR Successor Rate.”

(f)Notwithstanding anything to the contrary herein, (i) after any such determination by the Agent or receipt by the Agent of any such notice described under Section 2.12(e)(i)-(iii), as applicable, if the Agent determines that none of the LIBOR Successor Rates is available on or prior to the LIBOR Replacement Date, (ii) if the events or circumstances described in Section 2.12(e)(iv) have occurred but none of the LIBOR Successor Rates is available, or (iii) if the events or circumstances of the type described in Section 2.12(e)(i)-(iii) have occurred with respect to the LIBOR Successor Rate then in effect and the Agent determines that none of the LIBOR Successor Rates is available, then in each case, the Agent and the Company may amend this Agreement solely for the purpose of replacing LIBOR or any then current LIBOR Successor Rate in accordance with this Section 2.12 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit

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facilities for such alternative benchmarks and, in each case, including any Related Adjustments and any other mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a LIBOR Successor Rate. Notwithstanding anything to the contrary herein, if the events or circumstances of the type described in Section 2.12(e)(i)-(iv) have occurred with respect to the applicable reference rate for an Alternative Currency, then the Agent and the Company may amend this Agreement solely for the purpose of replacing the reference rate for such Alternative Currency or any then current LIBOR Successor Rate for such Alternative Currency in accordance with this Section 2.12 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar syndicated credit facilities syndicated in the U.S. and denominated in the applicable Alternative Currency for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar syndicated credit facilities syndicated in the U.S. and denominated in the applicable Alternative Currency for such benchmarks, each of which adjustments or methods for calculating such adjustments shall be published on one or more information services as selected by the Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a LIBOR Successor Rate. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Banks and the Company unless, prior to such time, Banks comprising the Majority Banks have delivered to the Agent written notice that such Majority Banks object to such amendment.

(g)If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBOR Successor Rate has been determined in accordance with clauses (a) or (b) of this Section 2.12 and circumstances of the type described in clauses (e)(i) or (e)(iii) above exist or the Scheduled Unavailability Date has occurred (as applicable) with respect to the applicable reference rate for any Eurocurrency Advance or SONIA Daily Rate Advance, the Agent will promptly so notify the Company and each Bank. Thereafter, (x) the obligation of the Banks to make or maintain Eurocurrency Advances and SONIA Daily Rate Advances shall be suspended (to the extent of the affected Eurocurrency Advances, SONIA Daily Rate Advances, Interest Periods, interest payment dates or payment periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate, if applicable, until the LIBOR Successor Rate has been determined in accordance

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with clauses (c) or (d). Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Advances or SONIA Daily Rate Advances (to the extent of the affected Eurocurrency Advances, SONIA Daily Rate Advances, Interest Periods, interest payment dates or payment periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Advances (subject to the foregoing clause (y)) in the amount specified therein.

(h)The Agent shall, upon becoming aware that the circumstances causing any such suspension referred to in Sections ‎2.12(b), ‎2.12(c) or ‎2.16 no longer apply, promptly so notify the Company; provided that the failure of the Agent to so notify the Company shall not impair the rights of the Banks under this ‎Section 2.12 or ‎Section 2.16, as applicable, or expose the Agent to any liability.

(i)If (i) the applicable Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Advances in accordance with the provisions contained in the definition of “Interest Period” in ‎Section 1.01 and the provisions of this ‎Section 2.12, or (ii) is not entitled to Convert or continue such Advances into or as Eurocurrency Advances pursuant to this ‎Section 2.12, the Agent will forthwith so notify the Company and the Banks and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into (x) in the case of clause ‎(i) above, Eurocurrency Advances having an Interest Period of one month and (y) otherwise, Base Rate Advances.

(j)On the date on which the aggregate unpaid principal amount of Revolving Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Revolving Advances shall, if they are Eurocurrency Advances or SONIA Daily Rate Advances, automatically Convert into Base Rate Advances; provided, however, that if and so long as each such Revolving Advance shall be of the same Type and have the same Interest Period, if applicable, as Revolving Advances comprising another Borrowing or other Borrowings of such Borrower, and the aggregate unpaid principal amount of all such Revolving Advances shall equal or exceed $5,000,000 (or its equivalent in any Alternative Currency), the Company shall have the right to continue all such Advances as, or to Convert all such Advances into, Advances of such Type having such Interest Period, if applicable.

Section 2.13. Voluntary Conversion or Continuation of Advances. The applicable Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 a.m. (New York City time) on (x) with respect to Revolving Advances denominated in Dollars, the third Business Day, (y) with respect to Revolving Advances denominated in a Primary Currency and SONIA Daily Rate Advances, the fourth Business Day and (z) with respect to Revolving Advances denominated in an Alternative Currency other than a Primary Currency, the fifth Business Day, in each case, prior to the date of the proposed Conversion or continuation, and subject to the provisions of Sections ‎2.12 and ‎2.16 and the

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provisos in this ‎Section 2.13, Convert all or any part of the Revolving Advances of one Type denominated in any currency comprising the same Revolving Borrowing into Advances of another Type denominated in the same currency or continue all or any part of the Revolving Advances of one Type denominated in a currency comprising the same Revolving Borrowing as Revolving Advances of the same Type denominated in such currency; provided, however, that any such Conversion or continuation of any Eurocurrency Advances shall be made on, and only on, the last day of an Interest Period for such Eurocurrency Advances; and provided, further, that no Revolving Advance may be Converted into or continued as a Eurocurrency Advance or a SONIA Daily Rate Advance at any time that a Default or Event of Default has occurred and is continuing, unless the Majority Banks shall have consented to such Conversion or continuation. SONIA Daily Rate Advances shall automatically continue each day as SONIA Daily Rate Advances unless and until the Company delivers a timely notice requesting a conversion of such SONIA Daily Rate Advances to another Type of Advance, which Advance, for the avoidance of doubt, shall be denominated in a currency other than Sterling. Any such Conversion or continuation of any Revolving Advances shall be in the minimum amounts and increments specified in ‎Section 2.01(b); provided, that in the case of the continuation of a Borrowing comprised of Eurocurrency Advances denominated in an Alternative Currency or SONIA Daily Rate Advances, such continuation may, subject to the terms and conditions otherwise set forth herein, be in an aggregate principal amount equal to the aggregate principal amount of the Borrowing being continued. Each such notice of a Conversion or continuation shall, within the restrictions specified above, specify (i) the date of such Conversion (or continuation), (ii) the Revolving Advances to be Converted (or continued), and (iii) if such Conversion (or continuation) is into (or of) Eurocurrency Advances, the duration of the Interest Period for each such Revolving Advance. Notwithstanding anything herein to the contrary, no Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be prepaid in the original currency of such Advance and reborrowed in the other currency.

Section 2.14. Prepayments of Revolving Advances and Swing Line Advances. (a) Subject to ‎Section 9.04(b), if applicable, a Borrower may following notice given to the Agent by the Company (on behalf of such Borrower) pursuant to delivery of a notice of prepayment (“Notice of Prepayment”), in substantially the form of Exhibit B-4 hereto, (i) not later than 11:00 a.m. (New York City time) on the proposed date of prepayment, such notice specifying the applicable Borrower, the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall prepay the outstanding principal amounts of the Base Rate Advances comprising part of the same Revolving Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and (ii) not later than 11:00 a.m. (London time) three (3) Business Days prior to the proposed date of prepayment, such notice specifying the applicable Borrower, the proposed date and aggregate principal amount of the prepayment, and if such notice is given,

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such Borrower shall prepay the outstanding principal amounts of the Eurocurrency Advances or SONIA Daily Rate Advances, as applicable, comprising a Revolving Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid. Each partial prepayment shall be in an aggregate principal amount not less than $1,000,000.

(b)If on any date the Agent notifies the Company that the Dollar Equivalent of the aggregate principal amount of all outstanding Revolving Credit Obligations exceeds the Total Commitment, or the aggregate amount of Revolving Credit Obligations denominated in an Alternative Currency exceed 105% of the Alternative Currency Sublimit, the applicable Borrower shall on such date prepay an aggregate principal amount of Revolving Advances (or, if there are no Revolving Advances outstanding, Cash Collateralize Letters of Credit) ratably to the Banks in an amount equal to or, at the option of such Borrower, greater than such excess, with accrued interest to the date of such prepayment on the principal amount prepaid. The Company may determine which Borrowing such prepayment shall be allocated to, and any such prepayment of Eurocurrency Advances shall be subject to the provisions of ‎Section 9.04(b).

(c)Notwithstanding clause ‎(a) above, the Company may, upon notice to the Swing Line Bank pursuant to delivery to the Swing Line Bank of a Notice of Prepayment (with a copy to the Agent), at any time and from time to time, voluntarily prepay Swing Line Advances in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Bank and the Agent no later than 1:00 p.m. on the date of the prepayment and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment and the prepayment amount specified in such notice shall be due and payable on the date specified therein.

(d)Notwithstanding anything to the contrary contained in this Agreement, a Notice of Prepayment may state that such Notice of Prepayment is conditioned upon the effectiveness of other credit facilities or another transaction, in which case such notice may be revoked by the Company (by notice to the Agent on or prior to the date of such prepayment) if such condition is not satisfied.

Section 2.15. Increased Costs and Reduced Return. (a) If, due to a Change in Law (other than any change by way of imposition or increase of reserve requirements pursuant to Section 2.11) there shall be any increase on or after the date hereof in the cost to any Bank of agreeing to make or making, funding or maintaining Eurocurrency Advances or SONIA Daily Rate Advances or to any Bank or Issuing Bank of participating in, issuing or maintaining Letters of Credit, by an amount deemed by such Bank or Issuing Bank to be material, then the Company shall from time to time, within 15 days after demand by such

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Bank or Issuing Bank, accompanied by the certificate required therefor under ‎Section 2.15(c) (with a copy of such demand and such certificate to the Agent), pay to the Agent for the account of such Bank or Issuing Bank additional amounts sufficient to compensate such Bank or Issuing Bank for such increased cost; provided that any such amount or amounts shall not be duplicative of any amounts to the extent otherwise paid by the Company or any Borrower under any other provision of this Agreement; provided further, that such amounts shall be proportionate to the amounts that such Bank or Issuing Bank charges other borrowers or account parties for such reductions suffered on loans or letters of credit, as the case may be, in connection with substantially similar facilities as reasonably determined by such Bank or Issuing Bank, as the case may be, acting in good faith.

(b)If any Bank or Issuing Bank shall have determined that a Change in Law (including, without limitation, any Change in Law with respect to any Taxes, other than (i) Indemnified Taxes, (ii) Other Taxes, (iii) any taxes excluded from the definition of Taxes by the first sentence of ‎Section 2.20(a) and (iv) any Taxes described in ‎Section 2.20(h) and Section 2.20(j)) has or would have the effect on or after the date hereof of reducing the rate of return on such Bank’s or Issuing Bank’s capital or liquidity or the capital or liquidity of any corporation controlling such Bank or Issuing Bank as a consequence of such Bank’s or Issuing Bank’s obligation hereunder to a level below that which such Bank or Issuing Bank could have achieved but for such adoption, change or compliance by an amount deemed by such Bank or Issuing Bank to be material, then the Company shall, from time to time, within 15 days after demand by such Bank or Issuing Bank, accompanied by the certificate required therefor under ‎Section 2.15(c) (with a copy of such demand and such certificate to the Agent), pay to the Agent for the account of such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank or Issuing Bank or such controlling corporation for such reduction; provided that such amounts shall be proportionate to the amounts that such Bank or Issuing Bank charges other borrowers or account parties for such reductions suffered on loans or letters of credit, as the case may be, in connection with substantially similar facilities as reasonably determined by such Bank or Issuing Bank, as the case may be, acting in good faith; provided further that any such amount or amounts shall not be duplicative of any amounts to the extent otherwise paid by the Company or any Borrower under any other provision of this Agreement.

(c)Each Bank or Issuing Bank will promptly notify the Company and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank or Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank or Issuing Bank, be otherwise disadvantageous to such Bank or Issuing Bank. In determining such amount, such Bank or Issuing Bank may use any reasonable averaging and

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attribution methods. A certificate of any Bank or Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall be conclusive in the absence of manifest error.

(d)The Company shall not be obligated to pay any additional amounts with respect to a demand under ‎Section 2.15(a) or ‎2.15(b) that are attributable to the period (the “Excluded Period”) ending 90 days prior to the Company’s receipt of the certificate with respect to such demand required under ‎Section 2.15(c); provided, however, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 90 day period prior to the Company’s receipt of such certificate, the limitation set forth in this ‎Section 2.15(d) shall not apply.

(e)If any Bank or Issuing Bank shall subsequently recoup any costs (other than from the Company) for which such Bank or Issuing Bank has theretofore been compensated by the Company under this ‎Section 2.15, such Bank or Issuing Bank shall remit to the Company an amount equal to the amount of such recoupment.

(f)The obligations of the Company under this Section 2.15 shall survive the payment in full of the obligations hereunder and the termination of this Agreement.

Section 2.16. Illegality. (a) In the event that any Bank or Issuing Bank, as applicable, shall have determined (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) at any time that the making or continuance of its Eurocurrency Advances in Dollars or in any Alternative Currency, its SONIA Daily Rate Advances or the Issuance of Letters of Credit in a Primary Currency or another Alternative Currency, has become unlawful because of any Change in Law or because of the assertion of unlawfulness by any central bank or other Governmental Authority made after the date of this Agreement, then, in any such event, such Bank or such Issuing Bank, as applicable, shall give prompt notice (by telephone confirmed in writing) to the Company and to the Agent of such determination (which notice the Agent shall promptly transmit to the other Banks).

(b)Upon the giving of the notice to the Company referred to in subsection ‎(a) above, then the obligation of the Banks to make, or to Convert Revolving Advances into or to continue Revolving Advances as, Eurocurrency Advances or SONIA Daily Rate Advances, or the obligation of the Issuing Banks to Issue Letters of Credit in the applicable Primary Currency or other Alternative Currency, shall be suspended until the applicable Bank or Issuing Bank notifies the Agent and the Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist, and if any affected Eurocurrency Advances or SONIA Daily Rate Advances are then outstanding,

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the Company shall (or shall cause the applicable Borrower), upon at least one Business Day’s written notice to the Agent and the affected Bank, or if permitted by applicable law no later than the date permitted thereby, in the Company’s sole discretion, either (i) prepay the principal amount of all outstanding Eurocurrency Advances or SONIA Daily Rate Advances of such Bank to which such notice related, together with accrued interest thereon to the date of payment, together with any additional amounts required pursuant to Section 2.02(c) or (ii) Convert each such Eurocurrency Advance or SONIA Daily Rate Advance into a Base Rate Advance. If more than one Bank gives notice pursuant to ‎Section 2.16(a) at any time, then all outstanding Eurocurrency Advances or SONIA Daily Rate Advances of such Banks must be treated the same by the applicable Borrower pursuant to this ‎Section 2.16(b). Any Base Rate Advance arising by reason of this ‎Section 2.16(b) as a result of the Conversion of (x) a Eurocurrency Advance shall have an Interest Period assigned to it that ends on the date that the Eurocurrency Advance for which it shall have been substituted would have expired, and the interest thereon shall be payable on the date that interest would otherwise have been payable on such Eurocurrency Advance and (y) a SONIA Daily Rate Advance shall bear interest on a daily basis, and the interest thereon shall be payable on the first Business Day of each month. Such Base Rate Advance may be prepaid at any time prior to the date that the Eurocurrency Advances or SONIA Daily Rate Advance comprising a part of such Revolving Borrowing shall be prepaid in accordance with this Agreement.

Section 2.17. Payments and Computations. (a) The Borrowers shall make each payment hereunder and under the Notes (except with respect to principal of, interest on, and other amounts relating to Advances denominated in an Alternative Currency) not later than 11:00 a.m. (New York City time) on the day when due in Dollars to the Agent in same day funds, without set-off or counterclaim, by deposit of such funds to the Agent’s account maintained at the Payment Office for Dollars. The Borrowers shall make each payment hereunder and under the Notes with respect to principal of, interest on, and other amounts relating to Advances or Letters of Credit denominated in an Alternative Currency not later than 11:00 a.m. (London time) on the day when due in such Alternative Currency to the Agent in same day funds by deposit of such funds to the Agent’s account maintained at the Payment Office for such Alternative Currency. The Agent will give the Company prior notice of the due date of the principal of any Revolving Advance and of the due date and amount of any fees payable hereunder; provided that the failure to give any such prior notice shall not limit the Company’s or the applicable Borrower’s liability for such payment, but shall delay the due date of such payment for purposes of Sections ‎6.01(a) or ‎(b), as applicable, by the number of days after such due date that such notice is given. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, Reimbursement Obligations or fees ratably (other than amounts payable pursuant to Section ‎2.11, ‎2.15, ‎2.19, ‎2.20 or ‎2.22 or as contemplated by ‎Section 2.24) to the applicable Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of

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any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.

(b)All computations of interest for Base Rate Advances (including Base Rate Advances determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Advances denominated in any Alternative Currency for which market practice is to compute interest in respect thereof on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed, on such basis. Interest shall accrue on each Advance for the day on which the Loan is made, and shall not accrue on an Advance, or any portion thereof, for the day on which the Advance or such portion is paid; provided that any Advance that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Agent (or, in the case of ‎Section 2.11, by a Bank) of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c)Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such cases be included in the computation of payment of interest or fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurocurrency Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(d)Unless the Agent shall have received notice from a Borrower prior to the date on which any payment is due from such Borrower to the Banks hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to it on such date and it may, in reliance upon such assumption, cause (but shall not be required to cause) to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent such Borrower shall not have so made such payment in full to the Agent as applicable, each Bank shall repay to the Agent as applicable, forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent at the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Issuing Bank in connection with the foregoing.

With respect to any payment that the Agent makes for the account of the Banks or any Issuing Bank hereunder as to which the Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) a Borrower

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has not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Banks or the applicable Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Bank or such Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation.

Section 2.18. Sharing of Payments, Etc. If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Advances made by it or participations in Letter of Credit Obligations or in Swing Line Advances held by it (other than pursuant to ‎Sections 2.11, ‎2.15, ‎2.16 or ‎2.20 or as contemplated by ‎Section 2.24) in excess of its ratable share of payments on account of the Revolving Advances or participation in Letter of Credit Obligations or Swing Line Advances held by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Revolving Advances or Letter of Credit Obligations or Swing Line Advances made by them as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and such Bank shall repay to the purchasing Bank the purchase price to the extent of such recovery together with an amount equal to such Bank’s ratable share (according to the proportion of (a) the amount of such Bank’s required repayment to (b) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. Each Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this ‎Section 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank were a Bank hereunder in the amount of such participation.

Section 2.19. Swing Line Advances.

(a)The Swing Line. Subject to the terms and conditions set forth herein including ‎Section 2.24(c), the Swing Line Bank, in reliance upon the agreements of the other Banks set forth in this ‎Section 2.19, shall make advances (each such advance, a “Swing Line Advance”) to the Company from time to time on any Business Day during the period from the date hereof until the Termination Date 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 Advances, when aggregated with the Letter of Credit Participations and Advances held by the Bank serving as Swing Line Bank may exceed the amount of such Bank’s Commitment; provided, however, that after giving effect to any Swing Line

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Advance, (i) the sum of the Revolving Credit Obligations shall not exceed the Total Commitment, and (ii) the aggregate outstanding principal amount of the Revolving Advances of any Bank, plus such Bank’s Letter of Credit Participations, plus such Bank’s Swing Line Participations shall not exceed such Bank’s Commitments; and provided further, that the Company shall not use the proceeds of any Swing Line Advance to refinance any outstanding Swing Line Advance. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this ‎Section 2.19, prepay under ‎Section 2.14, and reborrow under this ‎Section 2.19. Each Swing Line Advance shall be a Base Rate Advance and shall be denominated in Dollars. Immediately upon the making of a Swing Line Advance, 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 Advance (a “Swing Line Participation”) in proportion to such Bank’s Applicable Percentage.

(b)Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Company’s irrevocable notice to the Swing Line Bank and the Agent, which may be given by telephone. Each such notice must be received by the Swing Line Bank and the Agent not later than 1:00 p.m. 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 Agent of a written notice (a “Notice of Swing Line Borrowing”) substantially in the form of Exhibit B-3 hereto (or such other form as may be approved by the Agent  (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent)), appropriately completed and signed by a Responsible Officer of the Company. Promptly after receipt by the Swing Line Bank of any telephonic Notice of Swing Line Borrowing, the Swing Line Bank will confirm with the Agent (by telephone or in writing) that the Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Bank will notify the 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 Agent (including at the request of any Bank) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (x) directing the Swing Line Bank not to make such Swing Line Advance as a result of the limitations set forth in the first proviso to the first sentence of ‎Section 2.19(a), or (y) that one or more of the applicable conditions specified in ‎Article 3 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 Notice of Swing Line Borrowing, make the amount of its Swing Line Advance available to the Company at its Payment Office for Dollars.

(c)Refinancing of Swing Line Advances.

(i)The Swing Line Bank at any time in its sole discretion may request, on behalf of the Company (which hereby irrevocably authorizes

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the Swing Line Bank to so request on its behalf), that each Bank make a Base Rate Advance in an amount equal to such Bank’s Swing Line Participation of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Revolving Borrowing for purposes hereof) and in accordance with the requirements of ‎Section 2.01, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the limitations set forth in the final sentence of ‎Section 2.01(a) and the conditions set forth in ‎Section 3.02. The Swing Line Bank shall furnish the Company with a copy of the applicable Notice of Revolving Borrowing promptly after delivering such notice to the Agent. Each Bank shall make an amount equal to its Swing Line Participation with respect to the applicable Swing Line Advance available to the Agent in immediately available funds for the account of the Swing Line Bank not later than 1:00 p.m. on the day specified in such Notice of Revolving Borrowing, whereupon, subject to ‎Section 2.19(c)(ii), each Bank that so makes funds available shall be deemed to have made a Base Rate Advance to the Company in such amount. The Agent shall remit the funds so received to the Swing Line Bank.

(ii)If for any reason any Swing Line Advance cannot be refinanced by such a Base Rate Borrowing in accordance with ‎Section 2.19(c)(i), the request for Base Rate Advance 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 Advance and each Bank’s payment to the Agent for the account of the Swing Line Bank pursuant to ‎Section 2.19(c)(i) shall be deemed payment in respect of such participation.

(iii)If any Bank fails to make available to the 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 ‎Section 2.19(c) by the time specified in ‎Section 2.19(c)(i), the Swing Line Bank shall be entitled to recover from such Bank (acting through the 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 Overnight Rate, 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 Base Rate Advance included in the relevant Base Rate Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank submitted to any Bank (through the Agent) with respect to any amounts owing under this clause ‎(iii) shall be conclusive absent manifest error.

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(iv)Each Bank’s obligation to make Base Rate Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this ‎Section 2.19(c) 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 Company 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, however, that each Bank’s obligation to make Base Rate Advances pursuant to this ‎Section 2.19(c) is subject to the conditions set forth in ‎Section 3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Advances, together with interest as provided herein.

(d)Repayment of Participations.

(i)At any time after any Bank has purchased and funded a risk participation in a Swing Line Advance, if the Swing Line Bank receives any payment on account of such Swing Line Advance, the Swing Line Bank will distribute to such Bank its Applicable Percentage thereof in the same funds as those received by the Swing Line Bank.

(ii)If any payment received by the Swing Line Bank in respect of principal or interest on any Swing Line Advance is required to be returned by the Swing Line Bank or is invalidated, declared to be fraudulent or preferential, set aside or required to be repaid in connection with any proceeding under any Debtor Relief Law or otherwise (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 Applicable Percentage thereof on demand of the 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 Overnight Rate. The 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 hereunder and the termination of this Agreement.

(e)Interest for Account of Swing Line Bank. The Swing Line Bank shall be responsible for invoicing the Company for interest on the Swing Line Advances. Until each Bank funds its Base Rate Advance or risk participation pursuant to this ‎Section 2.19 to refinance such Bank’s Swing Line Participation in any Swing Line Advance, interest in respect of such Swing Line Participation shall be solely for the account of the Swing Line Bank.

(f)Payments Directly to Swing Line Bank. The Company shall make all payments of principal and interest in respect of the Swing Line Advances directly to the Swing Line Bank.

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Section 2.20. Taxes. (a) Subject to ‎Section 2.20(f), any and all payments by any Loan Party under the Loan Documents shall be made, in accordance with ‎Section 2.17 and except as required by law, free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties, applicable thereto and all liabilities with respect thereto (collectively, “Taxes”), excluding, (i) in the case of each Bank, each Issuing Bank and the Agent, (A) Taxes imposed on or measured by its net income, branch profits Taxes and franchise Taxes imposed on it, by the jurisdiction (or any political subdivision thereof) under the laws of which such Bank, such Issuing Bank or the Agent (as the case may be) is organized, has its principal office or lending office or carries on business and (B) any withholding Taxes (including any backup withholding Taxes) imposed by the United States of America with respect to payments under the Loan Documents under the laws (including any statute, treaty or regulation) in effect on the Third Amendment and Restatement Effective Date (or, in the case of any assignee party to an Assignment and Acceptance, on the effective date of its becoming a “Bank” hereunder or the Bank or Issuing Bank changes its lending office), but not excluding any such withholding Taxes payable as a result of any change in such laws occurring on or after the Third Amendment and Restatement Effective Date (or, in the case of any assignee party to an Assignment and Acceptance, after the effective date of its becoming a “Bank” hereunder) and not excluding such withholding Taxes on payments to an assignee to the extent amounts with respect to such Taxes would have been payable to the assignor pursuant to ‎Section 2.20(f), (ii) in the case of each Bank and each Issuing Bank, Taxes imposed on or measured by its net income, branch profits Taxes and franchise Taxes imposed on it, as a result of a present or former connection between such Bank or such Issuing Bank and the jurisdiction of the Governmental Authority imposing such Tax or any taxing authority thereof or therein (other than any such Taxes that would not be imposed but for such Person’s execution of, or exercise of any rights or remedies under, this Agreement or any other Loan Document), and (iii) any U.S. federal withholding Taxes imposed under FATCA (all such non-excluded Taxes being hereinafter referred to as “Indemnified Taxes”). Subject to ‎Section 2.20(f), if any Borrower or the Agent shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable under any Loan Document to any Bank, any Issuing Bank or the Agent, (x) the sum payable by the applicable Borrower shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this ‎Section 2.20(a)) such Bank, such Issuing Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (y) such Borrower or the Agent, as applicable, shall make such deductions and (z) such Borrower or the Agent, as applicable, shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law.

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(b)In addition, each Borrower individually agrees, and the Company jointly and severally with the applicable Borrower agrees, to pay any present or future stamp, filing, intangible, recording, documentary or similar Taxes and any other excise or property Taxes, charges and similar levies which arise from any payment made by such Borrower under any Loan Document or from the execution, delivery or registration of, or otherwise with respect to, any Loan Document, except any such Taxes imposed as a result of a present or former connection between the Agent, a Bank or an Issuing Bank and the jurisdiction imposing such Tax (other than any such Taxes that would not be imposed but for such Person’s execution of, performance of or exercise of any rights or remedies under, or receiving payments under, this Agreement or any other Loan Document) with respect to an assignment (other than an assignment made pursuant to ‎Section 2.21) (hereinafter referred to as “Other Taxes”). The Agent may demand payment of, and seek recourse on, any Other Taxes from the Company and such Borrower, without any requirement that the Agent allocate the reimbursement obligation for such Other Taxes between the Company and such Borrower.

(c)Each Borrower will indemnify each Bank, each Issuing Bank and the Agent for the full amount of Indemnified Taxes and Other Taxes (including, without limitation, any Indemnified Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this ‎Section 2.20) paid by such Bank, such Issuing Bank or the Agent (as the case may be) and any liability (including penalties, interest and expenses reasonably incurred) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted; provided, however, that such Borrower shall not be obligated to make payment to such Bank, such Issuing Bank or the Agent (as the case may be) pursuant to this ‎Section 2.20(c) in respect of penalties, interest or expenses attributable to such Indemnified Taxes or Other Taxes if such penalties, interest or expenses are attributable to the gross negligence or willful misconduct of the Person seeking indemnification under this ‎Section 2.20(c). This indemnification shall be made within 30 days from the date such Bank, such Issuing Bank or the Agent (as the case may be) makes written demand therefor by delivering a certificate setting forth in reasonable detail the amount of the indemnification to be made hereunder and the basis for the calculation thereof, which certificate shall be conclusive in the absence of manifest error. No Borrower shall be obligated to pay any indemnification with respect to a demand under this ‎Section 2.20(c) related to amounts incurred more than 120 days prior to such Borrower’s receipt of the certificate with respect to such demand required under this ‎Section 2.20(c); provided, that if the circumstances giving rise to such demand are retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect; provided further, that any Borrower that is a "controlled foreign corporation" within the meaning of Section 957 of the Internal Revenue Code shall not be required to pay amounts under this ‎Section 2.20(c) in respect of Taxes that did not arise in connection with any obligations of such Borrower under any Loan Document.

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(d)The Agent may, from time to time, request that the Company furnish (and the Company shall, reasonably promptly following any such request, furnish) to the Agent the originals or certified copies of receipts evidencing the payment of Indemnified Taxes or Other Taxes by and on behalf of the Borrowers (or any other form, certificate or document reasonably acceptable to the Agent).

(e)Without prejudice to the survival of any other agreement of any Borrower hereunder, the agreements and obligations of the Borrowers contained in this ‎Section 2.20 shall survive the payment in full of principal and interest hereunder and under the Notes.

(f)(i) On or prior to the Third Amendment and Restatement Effective Date (or, in the case of any assignee party to an Assignment and Acceptance, on the effective date of its becoming a “Bank” hereunder), each Bank and each Issuing Bank, in each case, organized under the laws of a jurisdiction outside the United States of America shall, to the extent it is legally entitled to do so, provide the Agent, the Company and each other Borrower that is organized under the laws of the United States of America (or any state or political subdivision thereof) with the forms prescribed by the Internal Revenue Service of the United States of America certifying such Bank’s or such Issuing Bank’s (as the case may be) exemption from withholding taxes imposed by the United States of America with respect to all payments to be made to such Bank or such Issuing Bank (as the case may be) under any Loan Document, and each such Bank or Issuing Bank (as the case may be) shall thereafter provide the Agent, the Company and each other Borrower that is organized under the laws of the United States of America (or any state or political subdivision thereof) with such supplements and amendments thereto and such additional forms, certificates, statements or documents as may from time to time be required by applicable law. If a Bank or Issuing Bank that is organized under the laws of a jurisdiction outside the United States of America shall fail to deliver, or improperly delivers, the forms, certificates, statements or documents required to be delivered by this ‎Section 2.20(f)(i), then ‎Section 2.20(a) shall not apply with respect to U.S. federal, state and local income taxes imposed on any payments made to or for the account of such Bank or such Issuing Bank (as the case may be) under any Loan Document to the extent that such taxes would not have been imposed but for such Bank or Issuing Bank’s failure to deliver or deliver properly the forms, certificates, statements or documents required to be delivered by this ‎Section 2.20(f)(i), during the period that such failure or deficiency shall continue, and the Borrowers or the Agent shall be permitted to withhold United States federal, state and local income taxes from any payments made under any Loan Document at the applicable statutory rate.

(ii)[Reserved]

(iii)[Reserved]

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(iv)Each Bank and each Issuing Bank that is organized under the laws of the United States of America (or any state or political subdivision thereof) shall, on or prior to the Third Amendment and Restatement Effective Date (or, in the case of any assignee party to an Assignment and Acceptance, on the effective date of its becoming a “Bank” hereunder), provide the Agent, the Company and each other Borrower that is organized under the laws of the United States of America (or any state or political subdivision thereof) with two complete copies of Internal Revenue Service Form W-9, and each such Bank or Issuing Bank, as the case may be, shall thereafter provide the Agent, the Company and each other Borrower that is organized under the laws of the United States of America (or any state or political subdivision thereof) with such supplements and amendments thereto and such additional forms, certificates, statements or documents as may from time to time be required by applicable law. If a Bank or Issuing Bank that is organized under the laws of the United States of America (or any state or political subdivision thereof) shall fail to deliver, or improperly delivers, the forms, certificates, statements or documents required to be delivered by this ‎Section 2.20(f)(iv), then ‎Section 2.20(a) shall not apply with respect to U.S. federal, state and local income taxes imposed on any payments made to or for the account of such Bank or such Issuing Bank (as the case may be) under any Loan Document to the extent that such taxes would not have been imposed but for such Bank or Issuing Bank’s failure to deliver or deliver properly the forms, certificates, statements or documents required to be delivered by this ‎Section 2.20(f)(iv), during the period that such failure or deficiency shall continue, and the Borrowers or the Agent shall be permitted to withhold United States federal, state and local income taxes from any payments made, under any Loan Document at the applicable statutory rate.

(v)In addition to the requirements of ‎Section 2.20(f)(i) and ‎(f)(iv), each Bank and each Issuing Bank that is entitled to an exemption from or reduction of withholding taxes with respect to payments made under any Loan Document shall deliver to the Agent, the Company and each other Borrower, at the time or times reasonably requested by the Agent, the Company and each other Borrower, such properly completed and executed documentation reasonably requested by the Agent, the Company and each other Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in ‎Section 2.20(f)(i), ‎(f)(iv) and ‎(k)) shall not be required if in the Bank or Issuing Bank’s reasonable judgment such completion, execution or submission would subject such Bank or Issuing Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank or Issuing Bank.

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(g)If any Bank or Issuing Bank determines, in its sole discretion, exercised in good faith, that it has actually and finally realized, by reason of a refund, deduction or credit of any Indemnified Taxes or Other Taxes paid or reimbursed by a Borrower pursuant to this ‎Section 2.20 in respect of payments under any Loan Document and that such refund, deduction or credit would result in the total payments under this ‎Section 2.20 exceeding the amount needed to make such Bank or such Issuing Bank whole, such Bank or such Issuing Bank shall pay to such Borrower, with reasonable promptness following the date on which it actually realizes such benefit, an amount equal to such refund, deduction or credit, net of all reasonable out-of-pocket expenses incurred in securing such refund; provided, however, that (i) such Bank or Issuing Bank shall not be obligated to disclose to any Borrower any information regarding its tax affairs or computations and (ii) nothing contained in this ‎Section 2.20(g) shall be construed so as to interfere with the right of any Bank or Issuing Bank to arrange its tax affairs as it deems appropriate.

(h)Notwithstanding any provision in this Agreement to the contrary, for any period with respect to which any Bank (including any assignee party to an Assignment and Acceptance that becomes a “Bank” hereunder) or Issuing Bank has failed to deliver, or has improperly delivered, to the Borrowers or the Agent (as the case may be) the appropriate form, certificate, statement or document required to be delivered in ‎Section 2.20(f) or ‎Section 2.20(k), such Bank or Issuing Bank, as the case may be, shall not be entitled to indemnification under ‎Section 2.20(c) for any Indemnified Taxes imposed by reason of such failure or improper delivery.

(i)Any Bank claiming any indemnification or additional amounts payable pursuant to this ‎Section 2.20 will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, any such indemnification or additional amounts and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank.

(j)Notwithstanding any provision in this Agreement to the contrary, if any Bank changes its residence, principal place of business or Applicable Lending Office or takes any similar action (other than at the Company’s request or pursuant to ‎Section 2.20(i)), and the effect of such change or action, as of the date thereof, would be to increase the additional amounts or indemnification that the Borrowers are required to pay under ‎Section 2.20(a) and ‎Section 2.20(c) then the Borrowers shall not be obligated to pay the amount of such increase.

(k)If any payment made pursuant to the Loan Documents would be subject to U.S. federal withholding Tax imposed by FATCA if the recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such recipient shall deliver to the Borrowers and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Agent, such documentation prescribed by

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applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrowers or the Agent as may be necessary for the Borrowers and the Agent to comply with their obligations under FATCA and to determine that such recipient has complied with such recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this ‎Section 2.20(k), “FATCA” shall include any amendments made to FATCA after the date hereof.

(l)Each Bank shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Taxes attributable to such Bank (but only to the extent that the applicable Borrower and the Company have not already indemnified the Agent for such Taxes and without limiting the obligation of the applicable Borrower and the Company to do so), (ii) any Taxes attributable to such Bank’s failure to comply with the provisions of ‎Section 9.08(e) relating to the maintenance of a Participant Register and (iii) any other Taxes attributable to such Bank, in each case, that are payable or paid by the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Bank by the Agent shall be conclusive absent manifest error. Each Bank hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Bank under this Agreement or otherwise payable by the Agent to the Bank from any other source against any amount due to the Agent under this paragraph ‎(l).

(m)For purposes of determining withholding Indemnified Taxes imposed under FATCA, from and after the Third Amendment and Restatement Effective Date, the Company and the Agent shall treat (and the Banks hereby authorize the Agent to treat) this Agreement as not qualifying as a "grandfathered obligation" within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

Section 2.21. Substitution of Banks. In the event that (v) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (w) any one or more Banks, pursuant to ‎Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under ‎Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under ‎Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Revolving Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Company of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (x) any one or more Banks have

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determined pursuant to ‎Section 2.16(a) or ‎Section 3.01(b)(ii) that it may not make or maintain all or certain of its Eurocurrency Advances or SONIA Daily Rate Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurocurrency Advances or SONIA Daily Rate Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurocurrency Advances or SONIA Daily Rate Advances continues for 30 or more days after the receipt by the Company from such Bank of written notice of such inability and the Company’s request that such Bank alleviate such inability; (y) any Bank is a Defaulting Bank; or (z) any Bank shall decline (or be deemed to have declined) to extend its Commitment hereunder after a request for extension of Commitments pursuant to ‎Section 2.22 and Banks constituting Majority Banks have agreed to extend their Commitments pursuant to such request; then and in any such event, the Company may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment, the Letter of Credit Participations and/or the Swing Line Participations of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Revolving Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (v) above, such substitute Bank shall have provided the applicable consent. Such purchase may be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance in the manner described in ‎Section 9.08(d). Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder, including such Bank’s Letter of Credit Participations and Swing Line Participations, and under such Bank’s Note.

Section 2.22. Extension of Commitments. (a) One time during each period from the date that is 90 days prior to each Anniversary Date to the date that is 30 days prior to each such Anniversary Date (but in any case not more than three times during the term of this Agreement), the Borrowers may, by written notice (an “Extension Request”) given to the Agent, request that the Stated Termination Date be extended. Each such Extension Request shall contemplate an extension of the Stated Termination Date to a date that is one year after the Stated Termination Date then in effect.

(b)The Agent shall promptly advise each Bank of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the date (the “Extension Confirmation Date”) that is 20 days after the date of the Extension Request, which consent shall be irrevocable when given. Each Bank that does not consent to such extension (a “Non-Extending Bank”) shall notify

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the Agent of such fact promptly after such determination (but in any event no later than the Extension Confirmation Date) and any Bank that does not so advise the Agent on or before the Extension Confirmation Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to such extension (each such Bank is herein called an “Extending Bank”) shall not obligate any other Bank to so agree. Subject to the Company’s right to replace a Bank pursuant to ‎Section 2.21, if the aggregate amount of Commitments of the Banks that have agreed to extend their Stated Termination Date shall be more than 50% of the Total Commitments in effect immediately prior to the applicable Anniversary Date, then, promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Company in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of the Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. If such extension is not granted, the Agent shall give the Company notice of the identity of any non-consenting Banks. If the Company replaces one or more non-consenting Banks pursuant to the provisions of ‎Section 2.21, and any such replacement Bank becomes a Bank on or before the earlier of (i) 30 days after the Extension Confirmation Date and (b) 5 days before the applicable Anniversary Date, and consents to the Extension Request at the time it becomes a Bank, such consent shall be effective retroactively as of the Extension Confirmation Date.

(c)In connection with any extension of the Stated Termination Date, the Company, the Agent and each Bank may make such technical and conforming modifications to this Agreement as the Agent and the Company determine to be reasonably necessary to evidence the extension.

Section 2.23. Cash Collateral.

(a)Certain Credit Support Events. At any time that there shall exist a Defaulting Bank, if the reallocation described in ‎Section 2.24(a)(iv) cannot, or only can partially, be effected, then within two (2) Business Days following written notice by the Agent to the Company, the Company shall Cash Collateralize the Issuing Banks’ Fronting Exposure (after giving effect to ‎Section 2.24(a)(iv) and any Cash Collateral provided by the Defaulting Bank) in an amount not less than the Minimum Collateral Amount.

(b)Grant of Security Interest. The Company, and to the extent provided by any Defaulting Bank, such Bank, hereby grants to (and subjects to the control of) the Agent, for the benefit of the Agent and the Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral, all as security for the obligations to which such Cash Collateral shall be applied pursuant to ‎Section 2.23(c). If at any time the Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Agent as herein provided, or that the total amount of such Cash Collateral is less than the

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Minimum Collateral Amount, the Company will, promptly upon demand by the Agent, pay or provide to the Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this ‎Section 2.23 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific Letter of Credit Obligations or obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Bank, any interest accrued on such obligation), prior to any other application of such property as may be provided for herein.

(d)Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Bank status of the applicable Bank or (ii) the Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of the Company shall not be released during the continuance of an Event of Default (and following application as provided in this ‎Section 2.23 may be otherwise applied in accordance with this Credit Agreement), and (y) the Person providing Cash Collateral and the applicable Issuing Banks, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Section 2.24. Defaulting Banks.

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

(i)Waivers and Amendments. That 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 the definition of Majority Banks.

(ii)Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Agent for the account of that Defaulting Bank (whether voluntary or mandatory, at maturity, pursuant to ‎Article 6 or otherwise, and including any amounts made available to the Agent by that Defaulting Bank pursuant to ‎Section 9.05) hereunder, shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by that Defaulting Bank to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Bank to any Issuing Bank or Swing Line Bank hereunder; third, to Cash Collateralize the

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Issuing Banks’ Fronting Exposure with respect to such Defaulting Bank in accordance with ‎Section 2.23; fourth, as the Company may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which that Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined by the Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy obligations of that Defaulting Bank to fund Advances under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Bank with respect to future Letters of Credit; sixth, to the payment of any amounts owing to the Banks or the Issuing Banks or Swing Line Bank as a result of any judgment of a court of competent jurisdiction obtained by any Bank or Issuing Bank or Swing Line 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 any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such 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 Advances or reimbursement of a disbursement under a Letter of Credit in respect of which that Defaulting Bank has not fully funded its appropriate share and (y) such Advances were made or such Letter of Credit was issued at a time when the applicable conditions set forth in ‎Article 3 were satisfied or waived, such payment shall be applied solely to pay the Advances of and Letter of Credit Obligations owed to all non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Advances of that Defaulting Bank until such time as all Advances and all funded and unfunded participations in Letter of Credit Obligations are held by the Banks pro rata as contemplated hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post Cash Collateral pursuant to this ‎Section 2.24(a)(ii) shall be deemed paid to and redirected by that Defaulting Bank, and each Bank irrevocably consents hereto.

(iii)Certain Fees. (A) Each Defaulting Bank shall be entitled to receive a facility fee pursuant to ‎Section 2.07(a) for any period during which that Bank is a Defaulting Bank only to the extent allocatable to the sum of (1) the outstanding amount of the Revolving Advances funded by it and (2) its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral hereunder.

(B)Each Defaulting Bank shall be entitled to receive Letter of Credit Fees for any period during which that Bank is a

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Defaulting Bank only to the extent allocatable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral hereunder.

(C)With respect to facility fees and Letter of Credit Fees not required to be paid to any Defaulting Bank pursuant to clause ‎(A) or ‎(B) above, the Company shall (x) pay to each Bank that is not a Defaulting Bank that portion of any such fee otherwise payable to such Defaulting Bank with respect to such Defaulting Bank’s participation in Letter of Credit Obligations and Swing Line Advance that has been reallocated to such non-Defaulting Bank pursuant to clause ‎(iv) below, (y) pay to each Issuing Bank and Swing Line Bank, as applicable, the amount of any such fee otherwise payable to such Defaulting Bank to the extent allocable to such Issuing Bank’s or Swing Line Bank’s Fronting Exposure to such Defaulting Bank, and (z) not be required to pay the remaining amount of any such fee.

(iv)Reallocation of Participations to Reduce Fronting Exposure. During any period in which there is a Defaulting Bank, for purposes of computing the amount of the obligation of each non-Defaulting Bank to acquire, refinance or fund participations in Letters of Credit (and Letter of Credit Obligations) and Swing Line Advances pursuant to ‎Section 2.05, the Applicable Percentage of each non-Defaulting Bank shall be computed without giving effect to the Commitment of that Defaulting Bank; provided that (x) each such reallocation shall be given effect only if, on the date of reallocation, no Default or Event of Default exists; and (y) the reallocation shall only be permitted to the extent that it does not cause the aggregate outstanding principal amount of the Revolving Advances of any Bank plus such Bank’s Letter of Credit Participations and Swing Line Participations (giving effect to the reallocation pursuant to this clause ‎(iv)) to exceed such Bank’s Commitments.

(v)Repayment of Swing Line Advances; Cash Collateral. If the reallocation described in clause ‎(iv) above cannot, or can only partially, be effected, the Company shall, without prejudice to any right or remedy available to it hereunder or under law, within two (2) Business Days following written notice by the Agent to the Company, (x) first, prepay Swing Line Advances in an amount equal to the Swing Line Bank’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Banks’ Fronting Exposure in accordance with the procedures set forth in ‎Section 2.23.

(b)Defaulting Bank Cure. If the Company, the Agent, and the Issuing Banks agree in writing that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as of

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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), that Bank will, to the extent applicable, purchase that portion of outstanding Advances of the other Banks or take such other actions as the Agent may determine to be necessary to cause the Revolving Advances and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Banks according to their Applicable Percentages (without giving effect to ‎Section 2.24(a)), in the case of Letters of Credit, whereupon that 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 the Company while that Bank was a Defaulting Bank; provided further, that except to the extent otherwise expressly agreed by the affected parties and subject to ‎Section 9.20, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank.

(c)New Swing Line Advances/Letters of Credit. So long as any Bank is a Defaulting Bank, (i) the Swing Line Bank shall not be required to fund any Swing Line Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Advance and (ii) no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

ARTICLE 3
Conditions of Lending

Section 3.01. Conditions Precedent to the Effectiveness of the Third Amendment and Restatement. (a) The amendment and restatement of the Existing Credit Agreement on the Third Amendment and Restatement Effective Date is subject to (unless any such condition precedent is waived in accordance with ‎Section 9.01) the conditions precedent that (x) all fees and expenses provided for under the terms of this Agreement, accrued to the Third Amendment and Restatement Effective Date and invoiced two (2) Business Days prior to the Third Amendment and Restatement Effective Date, shall have been paid by the Company and (y) the Agent shall have received on or before the Third Amendment and Restatement Effective Date the following, each dated as of the Third Amendment and Restatement Effective Date in form and substance reasonably satisfactory to the Agent:

(i)A fully executed copy of this Agreement and, for each Bank requesting the same at least two (2) Business Days prior to the Third Amendment and Restatement Effective Date, a Note of the Company payable to such Bank.

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(ii)Certified copies of (A) the resolutions of the board of directors or other governing body of the Company approving this Agreement and the Notes; and (B) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the Notes.

(iii)Signed copies of a certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company certifying the names and true signatures of the officers or other representatives of the Company authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on such certificate until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative canceling or amending the prior certificate and submitting the signatures of the officers or other representatives named in such further certificate.

(iv)A certificate executed by the Treasurer or Assistant Treasurer of the Company on behalf of the Company certifying that as of the Third Amendment and Restatement Effective Date, since December 31, 2020 there has been no Material Adverse Effect; provided that any change in the market price, credit rating or trading value of the securities of the Company or its Subsidiaries shall not, by itself, be taken into account in determining whether there has been such a Material Adverse Effect.

(v)Favorable opinions of the General Counsel, an associate general counsel or Chief Securities Counsel of the Company in substantially the form of Exhibit E hereto and special counsel for the Company in form and substance reasonably satisfactory to the Agent. Such special counsel shall be reasonably satisfactory to the Agent.

(vi)(i) Upon the reasonable request of any Bank made at least ten (10) Business Days prior to the Third Amendment and Restatement Effective Date, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case at least three (3) Business Days prior to the Third Amendment and Restatement Effective Date.

(b)The obligation of each Bank to make its initial Advance on the occasion of the initial Borrowing by any Borrowing Subsidiary and the obligation of any Issuing Bank to Issue and each Bank to participate in any Letter of Credit Issued on behalf of such Borrowing Subsidiary hereunder, on or after the Third Amendment and Restatement Effective Date, is subject to the conditions

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precedent that (i) all facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance or Letter of Credit, shall have been paid by the Company; (ii) no Bank or Issuing Bank shall have advised the Agent and the Company in writing that such Bank or Issuing Bank has determined that it would be illegal under applicable law for such Bank or Issuing Bank to make an Advance to such Borrowing Subsidiary or Issue Letters of Credit for the account of such Borrowing Subsidiary and (iii) the Agent shall have received on or before the day of such initial Borrowing or Issuance of a Letter of Credit the following, each dated such day or within two (2) Business Days prior to such day, in form and substance reasonably satisfactory to the Agent:

(A)A fully executed copy of the Election to Participate and, for each Bank requesting the same at least two (2) Business Days prior to the date of such initial Borrowing or Letter of Credit Issuance, a Note of such Borrowing Subsidiary payable to such Bank.

(B)Certified copies of (1) the resolutions or other authorizing action of the board of directors or other governing body of such Borrowing Subsidiary approving its Election to Participate, this Agreement and the Notes of such Borrowing Subsidiary; and (2) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the Notes of such Borrowing Subsidiary.

(C)Signed copies of a certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of such Borrower Subsidiary certifying the names and true signatures of the officers or other representatives of such Borrowing Subsidiary authorized to sign such Borrowing Subsidiary’s Election to Participate and the Notes of such Borrowing Subsidiary and the other documents or certificates to be delivered by such Borrowing Subsidiary pursuant to this Agreement. The Agent may conclusively rely on such certificate of such Borrowing Subsidiary until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of such Borrowing Subsidiary canceling or amending the prior certificate of such Borrowing Subsidiary and submitting the signatures of the officers or other representatives named in such further certificate.

(D)Favorable opinions of (1) the General Counsel, an associate general counsel or Chief Securities Counsel of the Company covering the matters, to the extent applicable, and in substantially the form, to the extent applicable, of Exhibit E

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hereto, (2) special counsel for the Company and such Borrowing Subsidiary, to the extent applicable, in form and substance reasonably satisfactory to the Agent, (3) special local counsel for such Borrowing Subsidiary, to the extent applicable, in form and substance reasonably satisfactory to the Agent and (4) counsel for the Company or the applicable Borrowing Subsidiary as to such other matters as the Agent may reasonably request. Each such special counsel, special local counsel or counsel, as applicable, shall be reasonably satisfactory to the Agent.

(E)Upon the reasonable request of any Bank made at least ten (10) Business Days prior to the date of such initial Borrowing or Letter of Credit Issuance, (i) the Company shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act and (ii) any such Borrowing Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to such Bank a Beneficial Ownership Certification in relation to such Borrowing Subsidiary, in each case at least three (3) Business Days prior to the date of such initial Borrowing or Letter of Credit Issuance.

(c)Simultaneously with the satisfaction of the conditions precedent set forth in ‎Section 3.01(a) and the effectiveness of the amendment and restatement of this Agreement, (i) the “Commitments” (under and as defined in the Existing Credit Agreement) of the lenders under the Existing Credit Agreement in effect immediately prior to the effectiveness of this Agreement shall terminate pursuant to ‎Section 2.08 thereof and (ii) the Commitments of the Banks shall be as set forth on Annex A. The Banks that are also party to the Existing Credit Agreement, comprising the “Majority Banks” as defined therein, hereby waive any requirement of notice of termination of the commitments pursuant to ‎Section 9.01 of the Existing Credit Agreement and waive any additional notice or other requirements that might apply to such termination to the extent necessary to give effect to the foregoing.

Section 3.02. Conditions Precedent to Each Revolving Borrowing and Letter of Credit Issuance. The obligation of each Bank to make a Revolving Advance on the occasion of each Revolving Borrowing pursuant to ‎Section 2.02 (including the initial Revolving Borrowing) by each Borrower (including each Borrowing Subsidiary), and the obligation of any Issuing Bank to Issue any Letter of Credit hereunder (including the initial Letter of Credit), and the obligation of the Swing Line Bank to make the Swing Line Advances hereunder (including the initial Swing Line Advance) shall be subject to the further conditions precedent that on the date of such Revolving Borrowing or Letter of Credit Issuance the following statements shall be true and the Agent shall have received for the

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account of such Bank or Issuing Bank or the Swing Line Bank, as applicable, a certificate signed by a duly authorized officer of the Company as follows:

(i)the representations and warranties contained in ‎Section 4.01 (other than subsection ‎(p) thereof) and, if such Revolving Borrowing is by, or such Letter of Credit Issuance is for the account of, a Borrowing Subsidiary, ‎Section 4.02 (as to such Borrowing Subsidiary) are true and correct in all material respects (except that any representation and warranty that is qualified as to materiality shall be true and correct in all respects) on and as of the date of such Revolving Borrowing, Letter of Credit Issuance or Swing Line Advance, before and after giving effect to such Revolving Borrowing, Letter of Credit Issuance or Swing Line Advance and to the application of the proceeds therefrom, as though made on and as of such date, and

(ii)no Default has occurred and is continuing, or would result from such Revolving Borrowing, Letter of Credit Issuance or Swing Line Advance or from the application of the proceeds therefrom.

ARTICLE 4
Representation And Warranties

Section 4.01. Representations and Warranties of the Company. The Company represents and warrants to the Banks, the Issuing Banks and the Agent as follows:

(a)The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

(b)The execution, delivery and performance by the Company of this Agreement, its Notes and each Letter of Credit Reimbursement Agreement to which it is a party are within the Company’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Company’s restated certificate of incorporation or by-laws or (ii)(a) any law or (b) any material contractual restriction binding on the Company; except, in the case of clause ‎(ii), where such contravention would not reasonably be expected to result in a Material Adverse Effect.

(c)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the due execution, delivery and performance by the Company of this Agreement, the Notes or any Letter of Credit Reimbursement Agreement to which it is a party, except any such approvals, notices, actions or filings which have already been made, obtained or given.

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(d)This Agreement and the Company’s Notes are, and any Letter of Credit Reimbursement Agreement to which it is a party when delivered hereunder will be, legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

(e)The consolidated balance sheet of the Company and its Consolidated Subsidiaries as of December 31, 2020 and September 30, 2019, and the related statements of income, cash flows and shareholders’ equity of the Company and its Consolidated Subsidiaries for the fiscal year or fiscal quarter then ended, copies of which have been furnished to each Bank, fairly present in all material respects the financial condition of the Company and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its Consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP (subject to year-end audit adjustments and the absence of footnotes in the case of quarterly financial statements).

(f)There are no pending actions, suits or proceedings against the Company or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official, in which there is (in the best judgment of the Company) a reasonable possibility of an adverse decision which would adversely affect (i) the business taken as a whole, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries, to the extent that there is (in the best judgment of the Company) a reasonable possibility that such decision would prevent the Company from repaying its obligations in accordance with the terms of this Agreement, or (ii) the legality, validity or enforceability of this Agreement, any Note or any Letter of Credit Reimbursement Agreement, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

(g)United States federal income tax returns of the Company and its Subsidiaries have been examined and closed through the year ended December 31, 2016. The Company and its Subsidiaries have filed all United States federal income tax returns and all other material Tax returns which are required to be filed by them and have paid all income and other Taxes due pursuant to such returns or pursuant to any assessment received by the Company or any of its Subsidiaries, except such Taxes or assessments, if any, (i) as are being contested in good faith by appropriate proceedings or (ii) the non-payment of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(h)Each of the Company’s Significant Subsidiaries is duly organized, validly existing and in good standing (or the equivalent under applicable local law) under the laws of its jurisdiction of organization, and has all power and all

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governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except in each case where the failure to do so could not reasonably be expected to affect (i) the business taken as a whole, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is a reasonable possibility that such failure would prevent any of the Borrowers from repaying its obligations in accordance with the terms of this Agreement, or (ii) the legality, validity or enforceability of this Agreement, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

(i)No Termination Event or Foreign Benefit Event has occurred, is still in existence, and is reasonably expected, singly or together with other such events that have occurred, to result in a Material Adverse Effect.