ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS

Section 1.01

Section 1.02

Section 1.03

Section 1.04

ARTICLE 2 THE CREDITS

Section 2.01

Section 2.02

Section 2.03

Section 2.04

Section 2.05

Section 2.06

Section 2.07

Section 2.08

Section 2.09

Section 2.10

Section 2.11

Section 2.12

Section 2.13

Section 2.14

Section 2.15

Section 2.16

Section 2.17

Section 2.18

Section 2.19

Section 2.20

Section 2.21

Section 2.22

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Section 3.01

Section 3.02

Section 3.03

Section 3.04

Section 3.05

Section 3.06

Section 3.07

Section 3.08

Section 3.09

Section 3.10

Section 3.11

Section 3.12

Section 3.13

Section 3.14

Section 3.15

Section 3.16

Section 3.17

Section 3.18

Section 3.19

Section 3.20

Section 3.21

ARTICLE 4 CONDITIONS

Section 4.01

Section 4.02

ARTICLE 5 AFFIRMATIVE COVENANTS

Section 5.01

Section 5.02

Section 5.03

Section 5.04

Section 5.05

Section 5.06

Section 5.07

Section 5.08

Section 5.09

Section 5.10

Section 5.11

ARTICLE 6 NEGATIVE COVENANTS

Section 6.01

Section 6.02

Section 6.03

Section 6.04

Section 6.05

Section 6.06

Section 6.07

ARTICLE 7 EVENTS OF DEFAULT

Section 7.01

ARTICLE 8 THE ADMINISTRATIVE AGENT

Section 8.01

Section 8.02

Section 8.03

Section 8.04

Section 8.05

Section 8.06

Section 8.07

Section 8.08

Section 8.09

Section 8.10

ARTICLE 9 GUARANTY

Section 9.01

Section 9.02

Section 9.03

Section 9.04

Section 9.05

Section 9.06

ARTICLE 10 ADDITIONAL BORROWERS & LOAN PARTIES AGENT

Section 10.01

Section 10.02

Section 10.03

ARTICLE 11 MISCELLANEOUS

Section 11.01

Section 11.02

Section 11.03

Section 11.04

Section 11.05

Section 11.06

Section 11.07

Section 11.08

Section 11.09

Section 11.10

Section 11.11

Section 11.12

Section 11.13

Section 11.14

Section 11.15

Section 11.16

Section 11.17

Section 11.18

Section 11.19

Section 11.20

Section 11.21

Section 11.22

Section 11.23

Section 11.24

Section 11.25

Section 11.26

any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 35% or more of the voting power or economic interests of the Parent,

during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Parent ceases to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, or

the Parent shall cease to directly or indirectly beneficially own and control 100% of the equity interests in any one or more of the Subsidiary Borrowers (provided that, for the avoidance of doubt, the provisions of this clause (c) shall not apply to any Subsidiary Borrower that has been or will contemporaneously be released as a Borrower in accordance with Section 10.02).

cash on hand or on deposit with any bank of such Person; plus

all other assets held by such Person that should be classified as “cash equivalents” in accordance with GAAP,

adding thereto (without duplication) the income before income taxes of any Subsidiary or business or assets acquired during that Test Period for the part of that Test Period when it is not a Subsidiary and/or the business or assets were not owned by the Parent or its Subsidiaries, but

excluding the income before income taxes attributable to any Subsidiary or to any business or assets sold during the Test Period,

all as adjusted by the following to the extent they occur during the Test Period (without duplication):

adding back Net Interest Payable;

excluding from such income before taxes any extraordinary, unusual or non-recurring expense or loss (including any extraordinary litigation or claim settlement charges or expenses) or gain (together with the tax consequences of such expense or loss or gain, as the case may be), recorded or recognized by the Parent or any Subsidiary during such Test Period;

excluding any amount attributed to minority interests to the extent reflected in income before income taxes;

adding back depreciation and amortization expenses;

adding back any non-cash restructuring and non-cash integration costs incurred in respect of restructurings, plant closings, headcount reductions, cost reductions or any other similar action (including, without limitation, with respect to any acquisition) and any other non-cash charges and expenses of the Parent or its Subsidiaries reducing such consolidated income (including, without limitation, compensation expenses realized for the grants of performance shares, stock options, stock purchase rights or other rights to officers, directors and employees of the Parent or any Subsidiary) (but excluding any non-cash charge, expense or loss that results in an accrual of a reserve for cash charges in any future period and any non-cash charge, expense or loss relating to write-offs, write-downs or reserves with respect to accounts or inventory);

adding back any write-off of deferred financing costs in connection with the prepayment or repurchase of Indebtedness prior to the maturity thereof;

adding back any fees, costs and expenses incurred by the Parent or any Subsidiary in connection with the making of any acquisition (including, without limitation, any severance or restructuring costs or expenses, whether or not payable in cash, related to such acquisition), the incurrence of Indebtedness or the issuance of capital stock, whether or not the applicable transaction is consummated;

adding back any fees, costs and expenses in connection with the negotiation, execution and/or original syndication of this Agreement;

adding back any acquisition related costs, restructuring reserves, adjustments to acquired contingent liabilities and assets, adjustments made for earn-outs and other forms of contingent consideration and adjustments made to acquisition related deferred tax asset and income tax reserves incurred by the Parent or its Subsidiaries in connection with the acquisition of, merger, amalgamation or consolidation with, any Person expensed in computing such consolidated net income to the extent the same would have been capitalized prior to the adoption of Statement of Financial Accounting Standards No. 141R, Business Combinations; and

taking no account of any revaluation of an asset or any loss or gain over book value arising on the disposal of an asset (otherwise than in the ordinary course of trading) by the Parent or a Subsidiary during the Test Period, and

subtracting from such consolidated income before income taxes the aggregate amount of all non-cash items increasing such consolidated income before income taxes (other than accrual of revenue or recording of receivables in the ordinary course of business) for such Test Period.

any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority,

any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or

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.

is materially adverse to:

the business, operations or financial condition of the Loan Parties and their Subsidiaries, taken as a whole; or

the ability of the Loan Parties to perform their financial obligations (including both payment obligations and compliance with financial covenants) under any Loan Document; or

affects the validity or the enforceability against any Loan Party of any Loan Document.

with respect to any Loan, each of the following:

each date of a borrowing of a Eurocurrency Loan denominated in Euro;

each date of a continuation of a Eurocurrency Loan denominated in Euro; and

such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and

with respect to any Letter of Credit, each of the following:

each date of issuance of a Letter of Credit denominated in Euro;

each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof,

each date of any payment by an Issuing Bank under any Letter of Credit denominated in Euro; and

such additional dates as the Administrative Agent or an Issuing Bank shall determine or the Required Lenders shall require.

no portion of the Indebtedness or any other obligations (contingent or otherwise) of such entity (i) is guaranteed by the Parent or any Subsidiary of the Parent (other than the Securitization Entity) (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Parent or any Subsidiary of the Parent (other than the Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any asset of the Parent or any Subsidiary of the Parent (other than the Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings and other than any interest in the Receivable Assets (whether in the form of an equity interest in such assets or subordinated indebtedness payable primarily from such financed assets) retained or acquired by the Parent or any Subsidiary of the Parent,

neither the Parent nor any Subsidiary of the Parent has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Parent or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Parent, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity, and

neither the Parent nor any Subsidiary of the Parent has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results (it being understood that (i) obligations of the Parent or other Subsidiaries to transfer Receivable Assets to the Securitization Entity, (ii) obligations of the Parent or any other Subsidiary to procure such transfers of Receivable Assets to the Securitization Entity, and (iii) Receivable Asset performance measures or credit enhancement measures shall not constitute an obligation to preserve the Securitization Entity’s financial condition or to cause it to achieve certain levels of operating results).

each Tranche A Lender severally agrees to make Tranche A Revolving Loans (denominated in dollars or Euro, as the applicable Borrower may request in accordance herewith) to the Borrowers from time to time on any Business Day during the applicable Availability Period in an aggregate principal amount that will not result in (i) such Tranche A Lender’s applicable Credit Exposure exceeding such Tranche A Lender’s Tranche A Revolving Commitment or (ii) the sum of the total applicable Credit Exposures exceeding the total Tranche A Revolving Commitments; provided that such Tranche A Revolving Loans shall be applied pro rata from the then current Tranche A1 Revolving Commitments, Tranche A2 Revolving Commitments and Tranche A3 Revolving Commitments; and

each Tranche B Lender severally agrees to make Tranche B Revolving Loans (denominated in dollars or Euro, as the applicable Borrower may request in accordance herewith) to the Borrowers from time to time on any Business Day during the applicable Availability Period in an aggregate principal amount that will not result in (i) such Tranche B Lender’s applicable Credit Exposure exceeding such Tranche B Lender’s Tranche B Revolving Commitment or (ii) the sum of the total applicable Credit Exposures exceeding the total Tranche B Revolving Commitments.

Each Loan (other than a Swingline Loan) shall consist of Revolving Loans of the same type and be made by the applicable Lenders under the applicable Tranche ratably (or in the case of any Tranche A Loans, ratably across all then existing Tranche A Commitments) in accordance with their respective Commitments available for Loans in respect of such Tranche (for the avoidance of doubt, as reduced by any deemed utilization under Section 2.19(b)). The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

Subject to Sections 2.11 and 2.12, each Loan (other than a Swingline Loan) shall consist entirely of Dollar Loans or Alternate Currency Loans as the applicable Borrower may request in accordance herewith. Each Lender (and each Issuing Bank in the case of a Letter of Credit) at its option may make any Loan (or issue a Letter of Credit, as applicable) by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (or issue such Letter of Credit, as the case may be); provided that any exercise of such options shall not affect the obligation of the applicable Borrowers to repay such Loan (or reimburse such Letter of Credit, as the case may be) in accordance with the terms of this Agreement. If requested by the Administrative Agent, each Lender so requested shall promptly provide to the Administrative Agent an Administrative Questionnaire, which shall among other things, specify the Lending Office to be used by such Lender.

Except in the case of Loans deemed made pursuant to Section 2.19(e), each borrowing, conversion or continuation of Loans hereunder shall be in an aggregate amount that is an integral multiple of US$5,000,000 and not less than US$10,000,000 (or, in the case of an Alternate Currency Loan, the Euro Equivalent thereof). Loans of more than one applicable Loan Currency, Type and/or applicable Interest Periods may be outstanding at the same time; provided that there shall not at any time be more than a total of ten Loans outstanding.

Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Loan if the Interest Period requested with respect thereto would end after the applicable Maturity Date.

the name and jurisdiction of the applicable Borrower;

the aggregate principal amount of the requested Loan;

the date of such Loan, which shall be a Business Day;

the applicable Loan Currency for such Loan (which shall be Dollars for any ABR Loan);

the Type of Loans to be borrowed (ABR or Eurocurrency);

in the case of a Eurocurrency Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

that the conditions set forth in Sections 4.01 and 4.02 have been satisfied in full as of the date of the notice;

the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04; and

whether the requested Loan is to be a borrowing of a Tranche A Revolving Loan or a Tranche B Revolving Loan (provided that a Tranche A Revolving Loan shall be applied pro rata from the then current Tranche A1 Revolving Commitments, Tranche A2 Revolving Commitments and Tranche A3 Revolving Commitments).

Each Lender shall make each Loan (other than a Swingline Loan, which Swingline Loans shall be made as provided in Section 2.18 and except in the case of Loans deemed made pursuant to Section 2.19(e)) to be made by it hereunder on the proposed Funding Date (to the extent a Loan is being made) by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will (subject to receipt of the same from the Lenders and the prior or concurrent satisfaction or waiver of the conditions precedent set forth in Sections 4.01 and 4.02 make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the applicable Borrower in the applicable Loan Notice on the applicable Funding Date; provided that if on the date of any borrowing of any Revolving Loans, any Swingline Loans made to any Borrower or LC Disbursements for the account of any Borrower shall be then outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such Swingline Loans or LC Disbursements, with any remaining proceeds to be made available to the applicable Borrower as provided above. For the avoidance of doubt, if the Administrative Agent does not receive the funds from the Lenders to the extent contemplated in this paragraph, the Administrative Agent shall not be obliged to make an equivalent amount available to the Borrower.

Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such Loan, the Administrative Agent may (but is not required to) assume that such Lender has made such share available on such date in accordance with this Section 2.04 and may (in its sole discretion), in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance with the foregoing and (ii) in the case of a payment to be made by the applicable Borrower, the

Each Loan initially shall be of the Type specified in the applicable Loan Notice and, in the case of Eurocurrency Loans, shall have an initial Interest Period as specified in such Loan Notice or as otherwise provided in Section 2.03. Thereafter, the applicable Borrower may elect to convert such Loan to a different Type or to continue such Loan and, in the case of a Eurocurrency Loan, may elect Interest Periods therefor, all as provided in this Section; provided, however, that any conversion of Eurocurrency Loans into ABR Loans shall be made only on the last day of an Interest Period for such Eurocurrency Loans, any conversion of ABR Loans into Eurocurrency Loans shall be in an amount not less than the minimum amount specified in Section 2.02(c) and no conversion of Loans shall result in more separate Loans than permitted under Section 2.02(c). The applicable Borrower may elect different options with respect to different portions of the affected Loan, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Loan, and the Loans comprising each such portion shall be considered a separate Loan. This Section 2.05 shall not apply to Swingline Loans, which shall at all times be US dollar denominated ABR Loans and may not be converted or continued.

To make an election pursuant to this Section, the applicable Borrower shall notify the Administrative Agent of such election in writing by the time that a Loan Notice would be required under Section 2.03 if such Borrower were requesting a Loan of the applicable Loan Currency. Each such written Interest Election Request shall be delivered to the Administrative Agent and signed by the applicable Borrower. Following such delivery, the Interest Election Request shall be irrevocable.

Each Interest Election Request shall specify the following information in compliance with Section 2.02:

the Loan to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Loan (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Loan);

the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

whether the resulting Loan is to be an ABR Loan or a Eurocurrency Loan; and

if the resulting Loan is a Eurocurrency Loan, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

to have selected an Interest Period of one month’s duration, with regard to Euro denominated Eurocurrency Loans; or

to have converted the Loans to ABR Loans, with regard to dollar denominated Eurocurrency Loans,

Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Loan.

If the applicable Borrower fails to deliver a timely Interest Election Request with respect to a Loan prior to the end of the Interest Period applicable thereto, then, unless such Loan is repaid as provided herein, the Administrative Agent shall forthwith so notify such Borrower whereupon each such Eurocurrency Loan shall, subject to Sections 2.11 and 2.13, continue with an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default under Sections 7.01(a), (b), (g), (h) or (i) has occurred and is continuing, and the Administrative Agent, at the request of the Required Lenders, so notifies the Parent, then, so long as an Event of Default under Sections 7.01(a), (b), (g), (h) or (i) is continuing, on the last day of the then current Interest Period in respect thereto, (i) no outstanding Loans may be converted to or continued as a Eurocurrency Loan, (ii) unless repaid, each Dollar Loan shall automatically convert into an ABR Loan, and (iii) unless repaid, each Alternate Currency Loan shall be redenominated into Dollar Loans in the amount of the Dollar Equivalent thereof and then subject to the provisions of the immediately preceding clause (ii). Any automatic conversion to ABR Loans pursuant to this Agreement shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans.

Unless previously terminated:

the Tranche A1 Revolving Commitments shall terminate on the Tranche A1 Maturity Date,

the Tranche A2 Revolving Commitments shall terminate on the Tranche A2 Maturity Date,

the Tranche A3 Revolving Commitments shall terminate on the Tranche A3 Maturity Date, and

the Tranche B Revolving Commitments shall terminate on the Tranche B Maturity Date

The Parent may at any time terminate in whole, or from time to time reduce in part, the Commitment in respect of any Tranche; provided that (i) each such reduction or termination of a Tranche A Revolving Commitment shall be pro rata across the then

The Parent shall notify the Administrative Agent of any election to terminate or partially reduce any Commitment under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent pursuant to this Section shall be irrevocable; provided that a notice of termination of such Commitment delivered by the Parent may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, in which case such notice may be revoked by the Parent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any Commitment shall be permanent. Each reduction of Commitments shall be made ratably among the applicable Lenders under such Tranche in accordance with their respective Commitments thereunder.

Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the ratable account of each applicable Lender under the applicable Tranche, the then unpaid principal amount of each applicable Revolving Loan made to it (and all accrued and unpaid interest thereon) on the applicable Maturity Date and (ii) to the Administrative Agent for the account of the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the applicable Maturity Date and 7 calendar days after such Swingline Loan is made; provided that on each date that a borrowing of Revolving Loans is made, all Swingline Loans then outstanding shall be repaid. If the Credit Exposure in respect of any Tranche at any time exceeds the Aggregate Commitments under such Tranche, the Borrowers shall comply with Section 2.08(a) in respect of such Tranche. All payments or repayments of Loans made pursuant to this Section 2.07(a) shall be made in the Loan Currency in which such Loan is denominated.

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

The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Tranche, Type and Loan Currency thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender and substantially in the form of revolving loan note or swingline loan note, as applicable (each, a “ Note ”), attached hereto as Exhibits E or F, as applicable. Thereafter (but without derogating from paragraphs (b), (c) and (d) above), the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 11.05) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

The Borrowers shall have the right at any time and from time to time to prepay any Loan in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

the Credit Exposure in respect of any Tranche of any Lender exceeds:

105% of the such Lender’s Commitment under such Tranche solely as a result of currency fluctuations; or

such Lender’s Commitment under such Tranche (other than as a result of currency fluctuations); or

the aggregate Credit Exposure in respect of any Tranche of the Lenders under such Tranche exceeds:

105% of the aggregate Commitments under such Tranche solely as a result of currency fluctuations; or

the aggregate Commitments under such Tranche (other than as a result of currency fluctuations),

The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) in writing of the proposed date and the principal amount of any prepayment hereunder (x) in the case of Eurocurrency Loans, not later than 11:00 a.m., New York City time, at least three Business Days prior to the date of prepayment, (y) in the case of ABR Loans (other than Swingline Loans), not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment and (z) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of prepayment.

If a Change of Control occurs:

the Parent shall promptly notify the Administrative Agent upon becoming aware of that event;

no Lender shall be obliged to fund any Loans or issue or fund any Letters of Credit; and

if a Lender so requires and notifies the Administrative Agent and the Parent within 30 days of the Parent notifying the Administrative Agent of the event, the Administrative Agent shall, by not less than thirty days notice to the Parent, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Loan Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding amounts will become immediately due and payable and the Parent shall arrange for the return of all outstanding Letters of Credit issued by such Lender (or, instead, deposit in a cash collateral account with the Administrative Agent pursuant to Section 2.19(j), in the name of the Administrative Agent and for the benefit of such Lender, an amount in cash equal to 105% of the LC Exposure of such Lender (in its capacity as Issuing Bank) as of such date plus any accrued and unpaid interest thereon).

Commitment Fee . The Parent agrees to pay to the Administrative Agent for the account of each Non-Defaulting Lender a commitment fee (a “ Commitment Fees ”) equal to the Applicable Commitment Fee per annum on the actual daily unused amount of each Revolving Commitment of such Non-Defaulting Lender during the period from and including the date hereof to but excluding the date on which any such Commitment terminates. Accrued Commitment Fees shall be payable quarterly in arrears (A) on the last Business Day of each of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and (B) on the date on which any such Commitment terminates. Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the Credit Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose) (including for the avoidance of doubt, as reduced by any deemed utilization under Section 2.19(b)).

The Parent agrees to pay to the Administrative Agent, for its own account, the fees set forth in the Fee Letter, in accordance with the terms thereof.

The Parent and the applicable Borrower with respect to Letters of Credit issued on behalf such Borrower jointly agree to pay to the Administrative Agent for the account of each Lender that is an Issuing Bank a Letter of Credit fee (“ LC  Fee ”) with respect to Letters of Credit issued by such Issuing Bank, which shall accrue at a rate equal to the Applicable Margin for such applicable Tranche from time to time used to determine the interest rate on Eurocurrency Loans under such Tranche pursuant to Section 2.10 on such Issuing Bank’s LC Exposure under any applicable Tranche during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s applicable Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure under such Tranche, as well as the applicable Issuing Bank’s customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Fees shall be payable in arrears (i) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Date, and (ii) on the date on which the applicable Revolving Commitments terminate. Any such fees accruing after the date on which the applicable Revolving Commitments terminate shall be payable on demand. Any other fees payable to the applicable Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand therefor. All LC Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

All fees payable hereunder shall be paid on the dates due, in immediately available funds in dollars (except that LC Fees shall be paid in the currency of the underlying Letter of Credit) to the Administrative Agent and, in the case of the Commitment Fee and the LC Fee, for distribution, if and as appropriate, among the Lenders or the applicable Lenders. Once paid, none of the fees shall be refundable under any circumstances.

Each Borrower shall pay interest on the unpaid principal amount of each Loan owing by such Borrower to the Lenders from the date of such Loan until such principal amount shall be paid in full, as follows:

ABR Loans. During such periods as such Loan (including each Swingline Loan) is an ABR Loan, at a rate per annum equal at all times to the sum of (x) the Alternate Base Rate plus (y) the Applicable Margin for such Tranche.

Eurocurrency Loans. During such periods as such Loan is a Eurocurrency Loan, at a rate per annum equal at all times during each Interest Period for such Loan to the sum of (x) the Eurocurrency Rate for such Interest Period for such Loan plus (y) the Applicable Margin for such Tranche.

Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, if any principal of or interest on any Loan or any fee or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to Dollar Loans as provided in paragraph (a)(i) of this Section.

Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the applicable Commitment; provided that (i) interest accrued pursuant to paragraph (b) of this Section shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the applicable Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

All interest paid or payable pursuant to this Section shall be paid in the Loan Currency in which the Loan giving rise to such interest is denominated.

This Section 2.10(f) will apply only in respect of payments to be made by a Swiss Loan Party. For purposes of this Section 2.10(f), the term “Lender” shall be deemed to include the Administrative Agent, each Lender and each Issuing Bank.

The various rates of interests and fees provided for in this Agreement (including, without limitation, under this Section 2.10) are minimum interest and/or fee rates.

When entering into this Agreement, each party hereto has assumed that the payments required under this Agreement are not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties hereto do not anticipate that any payment will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax should be imposed on interest, fees or other payments by a Swiss Loan Party, the rate of such payment of such amounts due by such Swiss Loan Party (the “ Relevant Amount ”) shall, subject to the provisions of this Agreement, be increased to a rate which (after making any deduction of the Non-refundable Portion of Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an amount equal to the payment which would have been due if no deduction of Swiss Withholding Tax had been required. For this purpose, the Swiss Withholding Tax shall be calculated on the full grossed-up amount.

For the purpose of this Section 2.10(f), “ Non-refundable Portion of Swiss Withholding Tax ” shall mean an amount equal to the amount of Swiss Withholding Tax on the Relevant Amount at the standard rate (being, as at the date of this Agreement, 35%) unless the Swiss Federal Tax Administration confirms to the applicable Swiss Loan Party in writing that, in relation to a specific Lender based on an applicable double taxation treaty, the applicable Swiss Withholding Tax rate is a specified lower rate in which case such lower rate shall be applied in relation to such Lender.

For the avoidance of doubt, the applicable Swiss Loan Party shall be required to make an increased payment to a specific Lender under clause (ii) above in connection with the imposition of a Swiss Withholding Tax even if there is a lack of compliance with the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations.

If requested by the Administrative Agent, the applicable Swiss Loan Party shall provide to the Administrative Agent those documents which are required by law and applicable double taxation treaties to be provided by the payor of such tax for each relevant Lender to prepare a claim for refund of Swiss Withholding Tax. In the event Swiss Withholding Tax is refunded to a Lender by the Swiss Federal Tax Administration, the relevant Lender shall forward, after deduction of costs, such amount to the applicable Swiss Loan Party; provided, however , that (A) the applicable Swiss Loan Party has fully complied with its obligations under this Section 2.10(f); (B) the relevant Lender may determine, in its sole discretion, consistent with the policies of such Lender, the amount of the refund attributable to Swiss Withholding Tax paid by the applicable Swiss Loan Party; (C) nothing in this Section 2.10(f) shall require the Lender to disclose any confidential information to the applicable Swiss Loan Party (including, without limitation, its tax returns); and (D) no Lender shall be required to pay any amounts pursuant to this clause (v) at any time during which a Default or Event of Default exists.

Unless an Event of Default then exists if (x) (A) any Lender representing under Section 11.23 that it is a Swiss Qualifying Bank and such representation shall prove to have been untrue when made, (B) any participant pursuant to a Restricted Sub-participation that is not consented to by the Parent shall be a Swiss Non-Qualifying Bank or (C) any Lender that was a Swiss Qualifying Bank when it became a party to this Agreement shall thereafter become a Swiss Non-Qualifying Bank as a result of its own action (excluding, for the avoidance of doubt, as a result of a Change in Law in Switzerland or in such Lender’s jurisdiction), and (y) the result of any such occurrence, event or action is to cause the non-compliance by the applicable Swiss Loan Party with the Ten Non-Bank Regulations (any such Lender or participant pursuant to a Restricted Sub-participation, as applicable, to which preceding clauses (x) and (y) apply, a “ Swiss Excluded Lender ”), then such Swiss Excluded Lender shall not be entitled to receive any “gross-up” or increased rate payments pursuant to this Section 2.10(f) or Section 2.15 with respect to the resulting Swiss Withholding Tax in connection with the Ten Non-Bank Regulations or the Twenty Non-Bank Regulations.

the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate, for such Interest Period; or

the Administrative Agent determines or is advised in writing by the Required Lenders (which determination shall be conclusive absent manifest error) that deposits are not being offered to banks in the London interbank market for the applicable currency, amount or Interest Period of such Loan; or

the Administrative Agent is advised by the Required Lenders that the applicable Eurocurrency Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such borrowing for such Interest Period;

Increased Costs Generally . If any Change in Law shall:

impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan made by it or Letter of Credit (as applicable) issued by it, or its commitments, or other obligations (including participations in any Swingline Loans or Letters of Credit), or its deposits, reserves, other liabilities or capital attributable thereto or change the basis of taxation of payments to such Lender or Issuing Bank in respect thereof (except for Indemnified Taxes, Other Taxes, Taxes described in clauses (b) through (c) of the definition of Excluded Taxes, Connection Income Taxes and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or Issuing Bank and without double counting any amounts otherwise compensated or paid or amounts that would otherwise be excluded under Section 2.10(f)); or

impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Lender or any Letter of Credit (as applicable) or participation therein;

The Parent shall pay (or cause the applicable Borrower to pay) to any Lender or Issuing Bank, as long as such Lender or Issuing Bank or its holding company shall be required to comply with any reserve ratio requirement, capital or liquidity requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or Letters of Credit or the funding of the Eurocurrency Loans, such additional costs or reduced rate of return (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs or reduced rate of return allocated to such Commitment or Loan or Letters of Credit by such Lender or Issuing Bank or its holding company (as determined by the Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan or Letters of Credit, provided the Parent shall have received at least 15 days’ prior notice of such additional costs from such Lender or Issuing Bank. If such Lender or Issuing Bank fails to give notice 15 days prior to the relevant Interest Payment Date, such additional costs shall be due and payable 15 days from receipt of such notice.

Delay in Requests . Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Parent and the applicable Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank notifies the Parent of the Change in Law or other factor giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law or other factor giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes (including any Other Taxes). If any Loan Party shall be required to deduct any Indemnified Taxes (including any Other Taxes) from or in respect of any sum payable hereunder or under any other Loan Document, if any, to the Administrative Agent or any Lender or Issuing Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15) the Administrative Agent or Lender or Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. It is understood and agreed that the provisions of this Section 2.15(a) shall not apply to any amounts that are subject to the increased rate provisions of Section 2.10(f), so long as such increased rates are actually paid to the Administrative Agent, any Lender or any Issuing Bank pursuant to Section 2.10(f) (and provided there shall be no requirement for a payment of the same amount twice to the extent otherwise compensated or paid or for amounts that would otherwise be excluded under Section 2.10(f)).

Payment of Other Taxes by the Loan Parties. Without limiting the provisions of paragraph (a) above, each Loan Party shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

Indemnification by Loan Parties . The applicable Loan Party shall indemnify the Administrative Agent and each Lender and Issuing Bank, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent or such Lender or Issuing Bank or required to be withheld or deducted from a payment to the Administrative Agent or such Lender or Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other 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 a Loan Party by a Lender or Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or Issuing Bank, shall be conclusive absent manifest error. It is understood and agreed that the provisions of this Section 2.15(c) shall not apply to any amount paid to the Administrative Agent, any Lender or any Issuing Bank pursuant to Section 2.10(f) (and provided there shall be no requirement for a payment of the same amount twice to the extent otherwise compensated or paid or for amounts that would otherwise be excluded under Section 2.10(f)).

Indemnification by the Lenders and Issuing Bank . Each Lender and Issuing Bank shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.05(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative 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

Evidence of Payments . As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the applicable Loan Party to a Governmental Authority pursuant to this Section 2.15, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

Status of Lenders .

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (f)(ii)(A), (f)(ii)(B) and (f)(ii)(D) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Without limiting the generality of the foregoing, in the case of a Borrower that is a US Person,

any Lender that is a US Person shall deliver to such Borrower and the Administrative Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following is applicable:

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

executed copies of IRS Form W-8ECI;

in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Part A of Exhibit K to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of the Code (a “ US  Tax Compliance Certificate ”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or

to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a US Tax Compliance Certificate substantially in the form of Part B or Part C of Exhibit K, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a US Tax Compliance Certificate substantially in the form of Part D of Exhibit K on behalf of each such direct and indirect partner;

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

if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Treatment of Certain Refunds . If the Administrative Agent, any Issuing Bank or a Lender determines in its sole discretion that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall promptly after such determination pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Issuing Bank or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Borrower, upon the request of the Administrative Agent, such Issuing Bank or such Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or such Issuing Bank in the event the Administrative Agent or such Lender or such Issuing Bank is later required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require the Administrative Agent, or any Lender or any Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to such Borrower or any other Person.

Value Added Tax .

All consideration or other payments or amounts expressed to be payable under a Loan Document by any Loan Party to a Lender or Administrative Agent shall be deemed to be exclusive of any VAT. If VAT is to be added under applicable law to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Document, that Loan Party shall pay to the Lender or Issuing Bank or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the consideration or other payments or amounts), an amount equal to the amount of the VAT.

Where a Loan Document requires any Loan Party to reimburse a Lender, Issuing Bank or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender, Issuing Bank or the Administrative Agent, as the case may be, against all VAT incurred by the Lender, Issuing Bank or the Administrative Agent, as the case may be, in respect of the costs or expenses to the extent that the Lender, Issuing Bank or the Administrative Agent, as the case may be, is not entitled to credit or repayment of the VAT.

If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, Issuing Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(h)) the Administrative Agent or such Lender, Issuing Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, reimbursement obligations in respect of LC Disbursements, or of amounts payable under Sections 2.12, 2.13, 2.14, 2.15 or 11.04 or otherwise) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent in accordance with account instructions as provided to the Parent from time to time by the Administrative Agent, except payments to be made directly to any Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.14, 2.15 or 11.04 shall be made directly to the Persons entitled thereto. Each payment by a Borrower of interest in respect of the Loans shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts borrowed from and then owing to the applicable Lenders. Each payment on account of principal of the Loans shall be allocated among the Lenders pro rata based on the respective outstanding principal amount of the Loans borrowed from and held by the applicable Lenders. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof; provided that at the Parent’s election in connection with any prepayment of any Revolving Loans pursuant to Section 2.08, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars, except that payments of interest and principal on Alternate Currency Loans shall be paid in Euro.

If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

If any Lender under any Tranche (including any Issuing Bank) shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans under any Tranche or participations in Swingline Loans, if applicable, resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans under such Tranche or participations in Swingline Loans, if applicable, and accrued interest thereon, than the proportion received by any other Lender under such Tranche, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans under such Tranche and participations in Swingline Loans, if applicable, of other Lenders under such Tranche to the extent necessary so that the benefit of all such payments shall be shared by the Lenders under such Tranche ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans under such Tranche and participations in Swingline Loans, if applicable; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Parent or a Borrower pursuant to and in accordance with the express terms of this Agreement (including without limitation Section 2.17(b)) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Parent, a Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each of the Parent and the Borrowers consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to this subsection (c) may exercise against the Parent and the Borrowers’ rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Parent and the Borrowers in the amount of such participation.

Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders (including any Issuing Bank) hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders under the applicable Tranche severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender 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 Administrative Agent, at a rate per annum equal to the applicable Overnight Rate from time to time in effectt, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04, 2.16(d) or 11.04(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 2.16(a) and (c) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

If (x) any Lender requests compensation under Section 2.12, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 or 2.10(f) (in each case, other than in respect of the original Lenders set forth on Schedule 2.01 as of the Effective Date and their respective Affiliates and Approved Funds), or (y) any Lender provides notice of the occurrence of an Illegality in accordance with Section 2.13, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15, as the case may be, in the future (or eliminate such Illegality in the case of (y) above) and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

If, in respect of any Tranche:

any Lender requests compensation under Section 2.12 or if a Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 (other than in respect of the original Lenders set forth on Schedule 2.01 as of the Effective Date and their respective Affiliates and Approved Funds), and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 2.17(a),

any Lender becomes a Defaulting Lender,

any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders (or the Required Tranche Lenders in the case of a Tranche only vote) have approved such amendment, waiver or other modification,

the Parent requests with respect to any Lender which ceases to qualify as Creditworthy Entity and the Required Lenders (for this purpose, determined as if the Credit Exposure for the applicable Tranche and unused Commitments of such Lender were zero) consent in writing to such request, or

in the case of a Tranche A Lender, such Lender is a Non-Extending Lender,

require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.05), all its interests, rights and obligations under this Agreement (or applicable Tranche, if applicable) to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) (provided that such assigning Lender may require that prior to or concurrent with such assignment or delegation it is reimbursed on all unreimbursed LC Disbursements owned to it as an Issuing Bank and all outstanding Letters of Credit issued by it as an Issuing Bank are either cancelled and returned or cash collateralised at 105% of the LC Exposure of such Lender in its capacity as Issuing Bank (in respect of Letters of Credit issued by it) on terms reasonably satisfactory to such Lender (in each case, under such applicable Tranche, if applicable)); or

terminate in full the Commitments and other obligations of such Lender hereunder in respect of such applicable Tranche, if applicable (without providing a replacement Lender thereof) and repay in full to such Lender (through the Administrative Agent) all Loans, unreimbursed LC Disbursements and other outstanding amounts owed to it under the Loan Documents (in respect of such Tranche, if applicable) and cancel and return to such Lender all outstanding Letters of Credit issued by such Lender or Affiliate thereof in the capacity as an Issuing Bank (under such applicable Tranche, if applicable), if applicable, (in each case, notwithstanding the pro rata provisions of Section 2.16(c)) and effect a reduction in total aggregate outstanding Commitments of the remaining Lenders under such Tranche (if applicable) by an amount equal to the terminated Commitment of such Lender, at which point such Lender shall be released from all obligations hereunder (or applicable Tranche, if applicable) (provided that if any Swingline Loans are then outstanding under the relevant Tranche (if applicable), such termination of Commitments under this clause (y) may only occur if the Swingline Lender in its sole discretion has approved the termination of such Commitments, which approval may in its sole discretion require repayment by a Borrower of all or a portion of such Swingline Loan (under such Tranche, if applicable) or the provision of cash collateral on terms and in amounts satisfactory to the Swingline Lender) and provided further that if any Letters of Credit issued by other Issuing Banks are then outstanding (under such Tranche, if applicable) or if at such time there are any unreimbursed LC Disbursements made by other Issuing Banks (under such Tranche, if applicable), such termination of Commitments under this clause (y) may only occur if each such other Issuing Bank (under such Tranche, if applicable) in its sole discretion has approved thereof (which approval may in its sole discretion require cancellation and termination of all or a portion of such Letter of Credit (under such Tranche, if applicable) or the provision of cash collateral on terms and in amounts satisfactory to such Issuing Bank) and provided further that such Lender’s rights under Sections 2.12, 2.14, 2.15 and 11.04, and its obligations under Section 11.04(d) shall survive such release and discharge under this clause (y) as to matters occurring prior to such date; provided further, however, that if pursuant to this clause (y), the Borrowers shall pay to a Lender any principal of, or interest accrued on, the Loans owing

Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time under the relevant Tranche during the applicable Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans under any Tranche exceeding the applicable Swingline Sub-limits in respect of such Tranche or (ii) the sum of the total Credit Exposures under any Tranche exceeding the total Revolving Commitments in respect of such Tranche, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan, and provided further that (x) Borrowers shall only borrow a Swingline Loan under Tranche B if at such time there is no availability for Swingline Loans to be provided under Tranche A (or there are otherwise no undrawn Commitments available thereunder) and (y) any Swingline Loans provided under Tranche A will be applied pro rata among Tranche A1, Tranche A2 and Tranche A3 based on the then current Commitments under such Tranche. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall at all times be ABR Loans and shall be denominated in Dollars.

To request a Swingline Loan, the relevant Borrower shall give a Swingline Loan Notice to the Administrative Agent of such request, not later than 11:00 a.m., New York City time, on the date of the proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date of the proposed Swingline Loan and amount of the requested Swingline Loan and, if applicable, the Tranche under which such Swingline Loan is being requested. Upon receipt of such notice, the Administrative Agent shall promptly notify the applicable Swingline Lender of the

Each Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon, New York City time, on any Business Day, require the Lenders under the applicable Tranche to acquire participations not later than 11:00 a.m., New York City time on the immediately succeeding Business Day, in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which such Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.04 with respect to Revolving Loans made by such Lender (and Section 2.04 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the relevant Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by any Swingline Lender from the relevant Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by the applicable Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the applicable Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the applicable Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the relevant Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve any Borrower of any default in the payment thereof. If any Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.18(c) by the time specified in Section 2.18(c), the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing.

Notwithstanding anything to the contrary contained in this Section 2.18, no Swingline Lender shall make any Swingline Loan after it has received written notice from the Parent, any other Loan Party or the Required Tranche Lenders or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as such Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Tranche Lenders or the Required Lenders, as the case may be.

General . Subject to the terms and conditions set forth herein, any Borrower may request any Lender under any applicable Tranche (in the capacity as an Issuing Bank) to issue Letters of Credit, denominated in either US dollars or Euro, for the account of such Borrower, in a form (together with (i) a LC Request (as defined below) and (ii) any form of letter of credit application or other customary ancillary documentation relating to any such Letter of Credit (including without limitation all applicable documentation and other information that the Issuing Bank or the Administrative Agent has requested under Section 11.17 or Section 11.18 in connection therewith in form and substance satisfactory to such Lender Party, acting reasonably)) reasonably acceptable to the Administrative Agent and such Issuing Bank, at any time and from time to time during the applicable Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the applicable Borrower to, or entered into by the applicable Borrower with, such Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued, to the extent appropriate, the rules of the ISP or UCP, as determined by the applicable Issuing Bank, shall apply to each Letter of Credit. Unless the applicable Issuing Bank and Borrower agree otherwise, no Letter of Credit shall be in an initial face amount of less than the Dollar Equivalent of US$5,000,000. Letters of Credit are available hereunder in respect of both Tranche A Revolving Commitments and Tranche B Revolving Commitments, provided that the Borrowers may only request a Letter of Credit under Tranche B if the LC Cap in respect of all Tranche A Lenders under Tranche A has been reached or will be exceeded as a result of the issuance of such Letter of Credit (or there are otherwise no undrawn commitments available thereunder).

If any Lender in its capacity as Issuing Bank has any LC Exposure, the amount of its (or, in the case of any Issuing Bank that is the Affiliate of a Lender in accordance with the definition of “Issuing Bank”, the amount of such Lender’s) Revolving Commitment under the applicable Tranche (and accordingly the total aggregate Revolving Commitments under such Tranche, but not the individual Revolving Commitments of any other Lenders under such Tranche) available for Revolving Loans thereunder shall be deemed utilized by the amount of such LC Exposure at such time (and for the avoidance of doubt, if and when such LC Exposure is reduced (either as a result of cancellation of a Letter of Credit or due to the receipt of reimbursement for an LC Disbursement) then at such time the amount of such Lender’s Revolving Commitment under such Tranche equal to such reduced LC Exposure shall be deemed to be no longer utilized).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension but in no event later than the applicable LC Notice Time) (i) a notice substantially in the form of Exhibit H (or any other form approved by the applicable Issuing Bank) (each an “ LC Request ”) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section 2.19), the amount and currency of such Letter of Credit, the applicable Tranche for such Letter of Credit, the name and address of the beneficiary thereof and (ii) such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower and the Parent shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, the LC Cap set forth in paragraph (a) above is not exceeded with respect to such Tranche. The making of each request to issue, amend, renew or extend a Letter of Credit shall be deemed to be a representation and warranty by the applicable Borrower and the Parent that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, this Section 2.19 and that such issuance, amendment, renewal or extension does not breach the applicable LC Cap in paragraph (a) above, and that the conditions specified in Section 4.01 or 4.02, as the case may be, are satisfied in full. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, in no event shall any Issuing Bank be under any obligation to issue any Letter of Credit if at the time of such issuance (i) any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank from issuing such Letter of Credit or any

Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is 30 days prior to the applicable Maturity Date of the applicable Tranche under which such Letter of Credit was issued.

Reimbursement. If the applicable Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day that the 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 (ii) the Business Day immediately following the day that such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than US$500,000, such Borrower may, subject to the conditions to borrowing set forth herein, request (and, if such Borrower fails to reimburse such LC Disbursement when due, such Borrower shall be deemed to have requested) in accordance with Section 2.18 or Section 2.19 that such LC Disbursement be repaid to the applicable Issuing Bank with the net proceeds of an ABR Borrowing of Revolving Loans (without

Obligations Absolute . The Borrowers’ several obligations to reimburse LC Disbursements as provided in paragraph (e) of this Section 2.19 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any

Disbursement Procedures . The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower in writing of such demand for payment and whether the applicable Issuing Bank has made or will make an LC Disbursement thereunder, provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse the applicable Issuing Bank and the Lenders with respect to any such LC Disbursement in accordance with paragraph (e) of this Section 2.19.

Interim Interest . If the applicable Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement in full by 12:00 noon, New York City time on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the applicable Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans for such Tranche, provided that, if the applicable Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section 2.19, then Section 2.10(b) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on

Replacement of the Issuing Bank . The applicable Issuing Bank may be replaced at any time by written agreement among the applicable Borrower, the Administrative Agent, such Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.09(d). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

Cash Collateralization . If any Event of Default shall occur and be continuing, on the Business Day that the applicable Borrower receives notice from any Issuing Bank with an outstanding Letter of Credit or LC Exposure, the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders whose aggregate Applicable Percentages of the total LC Exposure represents greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, such Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to 105% of the total LC Exposure as of such date plus any accrued and unpaid interest thereon, provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to a Borrower described in paragraph (g) or (h) of Section 7.01. Each applicable Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.08(a) and (c) and Section 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement and each such Borrower hereby grant the Administrative Agent a security interest in respect of each such deposit and the collateral account in which such deposits are held. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements attributable to the applicable Borrower for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required

LC Exposure Determination . For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases (other than any such increase consisting of the reinstatement of an amount previously drawn thereunder and reimbursed), whether or not such maximum stated amount is in effect at the time of determination.

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

fees shall cease to accrue on any Commitment of such Defaulting Lender pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender;

such Defaulting Lender’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 Required Lenders and Section 11.03; and

any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender and whether such payment is voluntary or mandatory, at maturity, pursuant to Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.09 shall, in lieu of being distributed to or applied or held by such Defaulting Lender, subject to any applicable requirements of law, be applied by the Administrative Agent, in the following order of priority: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to each Issuing Bank and the Swingline Lender hereunder; third , to fund on a pro rata basis any cash collateral to cover fronting exposure contemplated pursuant to this Section 2.20 in respect of Swingline Loans or LC Exposure; fourth , as the Parent

With respect to any Defaulting Lender, if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender, all or any part of such Swingline Exposure and LC Exposure shall be reallocated among the Lenders under the applicable Tranches that are Non-Defaulting Revolving Credit Lenders in accordance with their respective Applicable Percentages but only to the extent that (w) the sum of the Credit Exposures of all Non-Defaulting Lenders under such Tranche plus such Defaulting Lender’s Swingline Exposure and LC Exposure in respect of

Without relieving any Defaulting Lender with a Revolving Commitment of any of its obligations hereunder, it is agreed that, at any time where there is a Defaulting Lender with a Revolving Commitment hereunder, to the extent not fully reallocated in accordance with the reallocation provisions described above, then, upon the request of any Swingline Lender or any Issuing Bank under such applicable Tranche, as the case may be, the Borrower shall (it being understood that such obligation may be satisfied (to the extent sufficient cash collateral is so funded) with cash collateral posted pursuant to Section 2.20(a)(iii) (“third”) above from amounts otherwise payable to such Defaulting Lender), both as a condition precedent to issuances of Letters of Credit and extensions of Swingline Loans (in each case, under such Tranche) and with respect to theretofore outstanding Letters of Credit and Swingline Loans under such Tranche, furnish to the Swingline Lender or such Issuing Bank under such Tranche, as the case may be, cash collateral or similar security satisfactory to the respective Swingline Lender or Issuing Bank in its sole discretion which is equal (x) in the case of Swingline Loans, to 105% of the percentages of the respective Swingline Loans which would be required to be funded by each of the Defaulting Lenders with Revolving Commitments under such Tranche upon the conversion of same to Loans hereunder and (y) 105% of the LC Exposure under such Tranche of such Issuing Bank attributable to such Defaulting Lenders. It is understood and agreed that, notwithstanding anything to the contrary contained herein or in any other Loan Document, all collateral delivered pursuant to this Section 2.20 may be held by the respective Swingline Lender or respective Issuing Bank as security for amounts required to be funded to it by the relevant Defaulting Lenders, and only after such amounts have been applied for such purposes shall same be available as security for other obligations hereunder. At any time where there is no Default or Event of Default in existence, if the amounts deposited pursuant to this Section 2.20 exceed the amounts described above with respect to the then outstanding Swingline Loans or Letters of Credit under any applicable Tranche, the respective amounts shall be returned by the respective Swingline Lender or respective Issuing Bank, as the case may be, to the Borrowers or respective Defaulting Lender, as the case may be. Amounts required to be furnished pursuant to this Section 2.20 may be required by the applicable Swingline Lender or Issuing Bank as a condition precedent to its extension of Swingline Loans or issuance of Letters of Credit under the applicable Tranche, as the case may be, and with respect to any theretofore extensions of credit, shall be furnished (or caused to be furnished) by the Borrowers within two Business Days after any request by the applicable Swingline Lender or any applicable Issuing Bank.

The rights and remedies against a Defaulting Lender under this Section 2.20 are in addition to other rights and remedies that any Borrower, the Administrative Agent, any Issuing Bank or any Lender may have against such Defaulting Lender.

In the event that the Administrative Agent, each Issuing Bank, each Swingline Lender and the Parent agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and Applicable Percentages of the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans ratably (in the relevant Tranche) in accordance with its Commitment (or, if the applicable Aggregate Commitments have terminated, as last in effect) and such Lender shall no longer be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of a Borrower while that Lender was a Defaulting Lender; and provided, further , that (i) except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender and (ii) nothing under this provision shall be understood as a requirement of any Lender to fund a Defaulting Lender’s portion of any Loan.

With respect to any Loans incurred by any Borrower, each of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them under the Loan Documents. Each of the Borrowers, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co debtor, joint and several liability with each other Borrower with respect to the payment and performance of all the obligations under the Loan Documents (the “ Loan Document Obligations ”), it being the intention of the parties hereto that such Loan Document Obligations are the joint and several obligations of each of the Borrowers without preferences or distinction among them. The foregoing shall apply equally to each Additional Borrower to the extent it becomes a Borrower in accordance with Section 10.01.

Notwithstanding anything to the contrary set forth in this clause or any other provisions of this Agreement, it is the intent of the parties hereto that the liability incurred by the US Borrower in respect of the Loan Document Obligations of each other Borrower not constitute a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“ Fraudulent Conveyance ”); consequently, each Borrower, the Administrative Agent and each Lender hereby agrees that if a court of competent jurisdiction determines that the incurrence of liability by the US Borrower in respect of the Loan Document Obligations of any other Borrower would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance and this Agreement and the other Loan Documents shall automatically be deemed to have been amended accordingly, nunc pro tunc .

If and to the extent that a Swiss Borrower (or a Swiss Loan Party, in the case of subclause (y) below) is liable under the Loan Documents, including, without limitation, under this Section 2.21 and under Section 11.04 (the “ Indemnity ”) or under any other provision under any Loan Document for obligations of its Affiliates (other than its direct or indirect wholly-owned Subsidiaries) and that complying with

the aggregate liability of a Swiss Borrower for Restricted Obligations shall from time to time be limited to the Swiss Available Amount existing at that time; provided that such limitation (as may apply from time to time or not) shall not (generally or definitively) affect the Indemnity granted by a Swiss Borrower in excess thereof, but merely postpone the time of using such proceeds from enforcement of the Indemnity until such time as application towards discharging the Restricted Obligations is again permitted notwithstanding such limitation.

for the purposes of the preceding paragraph (v):

immediately after having been requested to perform Restricted Obligations under the Loan Documents, a Swiss Borrower shall provide the Administrative Agent, as soon as possible, with (a) an interim balance sheet audited by the statutory auditors of a Swiss Borrower, (b) the determination by the statutory auditors of the Swiss Available Amount based on such interim audited balance sheet (such Swiss Available Amount to reflect, as the case may be, the conversion of restricted reserves into distributable reserves) and (c) a confirmation from the statutory auditors of a Swiss Borrower that the Swiss Available Amount complies with the terms of this Section 2.21 and with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves.

in respect of Restricted Obligations, the applicable Swiss Loan Party shall:

if and to the extent required by applicable law in force at the relevant time:

subject to any applicable double tax treaties, deduct the Swiss Withholding Tax at the rate of 35% (or such other rate as in force at that time) from any payment made by it in respect of Restricted Obligations;

pay any such deduction to the Swiss Federal Tax Administration; and

notify and provide evidence to the Administrative Agent that the Swiss Withholding Tax has been paid to the Swiss Federal Tax Administration.

to the extent such deduction is made, not be required to make a gross up, indemnify or otherwise hold harmless the Loan Parties for the deduction of the Swiss Withholding Tax, notwithstanding anything to the contrary contained in the Loan Documents, unless grossing-up is permitted under the laws of Switzerland then in force provided that this shall not in any way limit any obligations of any Loan Party (other than a Swiss Borrower) under the Loan Documents. The Parent shall use its reasonable efforts to ensure that any member of the Company, its Affiliates and group companies which is, as a result of a payment under the Loan Documents, entitled to a full or partial refund of the Swiss Withholding Tax, will, as soon as possible after the deduction of the Swiss Withholding Tax, (A) request a refund of the Swiss Withholding Tax under any applicable law (including double tax treaties) and (B) pay to the Administrative Agent upon receipt any amount so refunded.

the Parent shall procure that any other action is taken as shall be reasonably required by the Administrative Agent including, without limitation, the passing of any shareholders’ resolutions to approve any payment or other performance of Restricted Obligations under the Loan Documents by a Swiss Borrower (or Swiss Loan Party, as the case may be) and the receipt of any confirmations from a Swiss Borrower’s (or Swiss Loan Party’s, as the case may be) auditors, which may be required as a matter of Swiss law in force at the time to make a payment or perform other obligations under the Loan Documents with a minimum of limitations.

adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “ Scheduled Unavailability Date ”); or

syndicated loans currently being executed, or that include language similar to that contained in this Section 2.22, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,

No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by such Loan Party of any Loan Document to which it is a party, or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect.

The execution, delivery and performance by such Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby (x) do not contravene (i) such Loan Party’s organizational documents or (ii) any law applicable to such Loan Party, (y) will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon such Loan Party or its property or Subsidiaries, or give rise to a right thereunder to require any payment to be made by such Loan Party, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (z) will not result in the creation or imposition of any Encumbrance on any property of such Loan Party, except Encumbrances expressly permitted by this Agreement.

The Parent has heretofore furnished to the Lenders the Parent’s consolidated balance sheet and statements of income, shareholder’s equity and cash flows as of and for the fiscal years ended December 31, 2016, 2017 and 2018, audited by and accompanied by an unqualified opinion of Kesselman & Kesselman, certified public accountants (Isr.). Such financial statements, and all financial statements delivered pursuant to Section 5.01(a) or (b), (A) have been prepared in accordance with GAAP and (B) present fairly and accurately in all material respects the financial position and results of operations and cash flows of the businesses of the Parent and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes in the case of the financial statements delivered pursuant to Section 5.01(b).

Except with respect to any event or circumstance disclosed in the Parent’s SEC Documents (but excluding any disclosure in the “Risk Factors” or “Forward Looking Statements” (or equivalent) sections of any Parent SEC Document and similar statements included in any Parent SEC Document that are generic or solely forward looking in nature), on and as of the Effective Date (after giving effect to the Transactions), since December 31, 2018, there has been no event, change, circumstance or occurrence that individually or in the aggregate has had or could reasonably be expected to result in a Material Adverse Effect.

As of the Signing Date, the Group does not have any outstanding Specified Subordinated Indebtedness.

Such Loan Party has good title to, or valid leasehold interests in, all of its real and personal property material to its business, except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and except, in each case, where failure to have such title or interest, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

It owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by such Person does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Neither it or any of its Subsidiaries nor, to its knowledge, any of their respective officers, directors, agents, employees or other persons acting on their behalf: (i) is a Sanctioned Person; (ii) is engaging or has engaged in any business that evades or avoids or has the purpose of evading or avoiding, or breaches or attempts to breach directly or knowingly, indirectly, any applicable Sanctions; or (iii) conducts or has conducted, directly or knowingly, indirectly, any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person except to the extent that such activity or business are lawful under applicable general licence or authorisation.

Other than as disclosed in the deferred prosecution agreement entered into with the US Department of Justice in December 2016 by the Parent and certain of its Subsidiaries, neither it or any of its Subsidiaries nor, to its knowledge, any of their respective officers, directors, agents, employees or other persons acting on their behalf has taken any action directly or knowingly, indirectly, that would result in any violation of any applicable Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions.

The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include fax or email pdf transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement on the Signing Date.

The Administrative Agent shall have received written opinions (addressed to the Administrative Agent and the Lenders and dated the Signing Date of (i) Kirkland & Ellis LLP, US counsel for the Parent and the Borrowers, (ii) (x) Tulchinsky Stern Marciano Cohen Levitski & Co., Israeli counsel to the Parent, and (y) Herzog, Fox and Neeman, Israeli counsel to the Administrative Agent (with respect to certain Israeli tax matters), and (iii) Van Doorne N.V., Dutch counsel for the Parent and the Borrowers, with respect to this Agreement, each in usual and customary form.

The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to (i) the organization and existence of each Loan Party, with respect to the Dutch Borrowers, a copy of the deed of incorporation ( oprichtingsakte ), the current articles of association ( statuten ) and a recent and up-to-date excerpt from the trade register of the Chamber of Commerce ( handelsregister van de Kamer van Koophandel ), and (ii) the authorization of any relevant Transactions and any other legal matters relating to each Loan Party, and this Agreement, each in usual and customary form.

The Administrative Agent shall have received each promissory note requested by a Lender pursuant to Section 2.07(e) at least 5 Business Days prior to the Signing Date, each duly completed and executed by the Borrower.

The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or the managing board of each Borrower certifying the names and true signatures of the officers of each Borrower authorized to sign this Agreement and the other documents to be delivered hereunder.

The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the Chief Financial Officer of the Parent, confirming compliance with the conditions set forth in this Section 4.01.

The original Lenders and the Administrative Agent shall have received (i) evidence that the Fee Letter have been signed by each party thereto and (ii) all fees and other amounts due and payable under any Loan Document on or prior to (or substantially concurrently with) the Signing Date or Effective Date, including, to the extent invoiced at least 3 Business Days prior to the Signing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Parent hereunder or under any other Loan Document as of the Signing Date.

The Lenders and the Administrative Agent shall have received 3 Business Days prior to the Signing Date (i) documentation and information satisfactory to them, as required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including the U.S. Patriot Act and OFAC and other applicable Sanctions regulations, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification.

The Administrative Agent shall have received evidence of the Process Agent (as defined in Section 11.10(d)) appointment and acceptance thereof, provided that the Process Agent’s signature to this Agreement shall satisfy this clause (i).

[Reserved]

[Reserved]

No Change of Control or Illegality shall have occurred.

The Lenders shall have received a certificate from the Chief Financial Officer of the Parent as to the solvency of the Parent and Borrowers as of the Effective Date in the form of Exhibit G.

[Reserved]

The Administrative Agent shall have received evidence of notices of cancellation and termination of the Existing Revolving Credit Facility and repayments of all amounts outstanding thereunder, if any, and termination of any outstanding letters of credit issued thereunder, if any (or evidence of other backstop arrangements with respect to such letters of credit reasonably satisfactory to the Administrative Agent).

With respect to each Dutch Borrower, a copy of a resolution of the board of directors of such Dutch Borrower and a copy of the resolution of the general meeting of such Dutch Borrower:

approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it executes the Loan Documents to which it is a party;

authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and

including a confirmation that none of a works council ( ondernemingsraad ), central works council ( centrale ondernemingsraad ) or group works council ( groepsondernemingsraad ) has been established and that such Dutch Borrower is not required or requested to establish a works council which has any authority with respect to such Dutch Borrower.

No Default or Event of Default shall have occurred and be continuing on such date nor will result from the making of such Credit Extension.

Each of the representations and warranties made by any Loan Party set forth in Article 3 hereof or in any other Loan Document shall be true and correct on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date.

In the case of a Loan, the applicable Borrower shall have delivered a Loan Notice in accordance with Section 2.03.

within 90 days after the end of each fiscal year of the Parent, the Parent’s audited consolidated balance sheet and related statements of income, shareholders’ equity and cash flows of the Parent and its consolidated Subsidiaries as of the end of and for such year of the Parent, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by the Parent’s independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent, the Parent’s consolidated balance sheet and related statements of income, shareholders’ equity and cash flows of the Parent and its consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year of the Parent, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of the Parent as presenting fairly in all material respects the financial condition and results of operations and cash flows of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments;

concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Parent substantially in the form of Exhibit D, (i) certifying as to whether a Default or Event of Default or, to the knowledge of the Parent, any investigation, circumstance, development or other matter that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect has occurred and, if such a Default, Event of Default, investigation, circumstance, development or other matter has occurred, specifying the details thereof and the action taken or proposed to be taken with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 6.04 (including, without limitation, a calculation of the Group’s then current outstanding Specified Subordinated Indebtedness and the relevant Specified Equity Percentage in respect thereof, including supporting evidence of the applicable Agency’s treatment in respect thereof, as well as any announcements by any Agency in respect to any change in the interpretation of such rating standards and criteria occurring or becoming effective after the date of issuance of such Indebtedness) and (iii) stating whether any change in the application of GAAP has occurred since the date of the fiscal year 2018 audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent or any of its Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the functions of said SEC, or with any national or foreign securities exchange, or distributed by the Parent to its equity holders generally, as the case may be; provided, however , that the Parent shall not be required to deliver to the Administrative Agent (and shall be deemed to have furnished to the Administrative Agent) such financial statement or other materials referred to in sub-clauses (a) or (b) or any other report, proxy statement and other materials if such financial statement, report, proxy statement and any other material is posted on the SEC’s website at www.sec.gov or on the Parent’s website at www.tevapharm.com (provided that in the case of financial statements referred to in (a) and/or (b) above, the Parent provides written notice to the Administrative Agent that the same has been posted on such website); and

promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of any Borrower, that may reasonably affect any such Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request, provided, however , that the Parent shall not be required to deliver such information to the extent such information is posted on the SEC’s website at www.sec.gov or on the Parent’s website at www.tevapharm.com (provided that if so requested, the Parent advises such Administrative Agent or Lender where such information can be accessed on such website).

The Parent will furnish (or cause to be furnished) to the Administrative Agent prompt written notice of the occurrence of any Default or Event of Default, which notice shall be provided to the Administrative Agent and each Lender no later than 3 Business Days after any officer of such Person becomes aware or should have become aware of the same, specifying the details thereof and any action taken or proposed to be taken with respect thereto. Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer of the Parent setting forth the details of the Default or Event of Default requiring such notice and any action taken or proposed to be taken with respect thereto.

The Parent will furnish (or cause to be furnished) to the Administrative Agent prompt written notice of the occurrence of any change of its Rating (but not with regard to outlook only), which notice shall be provided to the Administrative Agent and each Lender no later than 3 Business Days after any officer of such Person becomes aware or should have become aware of the same.

if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any Person may merge, consolidate or amalgamate (or engage in a substantially similar transaction) with any Borrower in a transaction in which the applicable Borrower is the surviving entity ( provided that if a Subsidiary Borrower merges or consolidates with or into the Parent, the Parent is the surviving corporation),

any Subsidiary may merge, consolidate or amalgamate (or engage in a substantially similar transaction) with any other Person in a transaction in which the surviving entity is a wholly-owned Subsidiary (in the case of a Loan Party, subject to preceding clause (i)),

assets or equity interests of any Subsidiary may be disposed of to any other wholly-owned Subsidiary or to the Parent or by a Borrower to another Borrower or by a Borrower to a wholly-owned Subsidiary,

the Parent or any Subsidiary may dispose of assets or property to any other Person; provided , that, the aggregate book or fair market value of all assets disposed (to a Person other than the Parent, a Borrower or any other wholly-owned Subsidiary) under this clause (iv) during any fiscal year of the Parent shall not exceed 15% of the total consolidated assets of the Parent and its consolidated Subsidiaries, determined in accordance with GAAP, measured as of the last day of the immediately preceding fiscal year for which financial statements have been or were required to be delivered pursuant to this Agreement,

the Parent and its Subsidiaries may dispose of inventory in the ordinary course of business,

the Parent and its Subsidiaries may transfer assets in connection with a Financing Arrangement permitted under Section 6.03,

the Parent or any Subsidiary may lease, as lessor or sublessor, or license, as licensor or sub licensor, real or personal property (other than any intellectual property) in the ordinary course of business, provided that no such lease or license shall materially interfere with the ordinary course of business of the Parent or any Subsidiary,

the Parent or any Subsidiary may liquidate or sell Consolidated Cash and Cash Equivalents,

the Parent or any Subsidiary may, in the ordinary course of business, licence or sublicense intellectual property owned or held by the Parent or such Subsidiary so long as each such license is non-exclusive and in the ordinary course of business,

the Parent or any Subsidiary may dispose of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and may dispose of property no longer used or useful in the conduct of the business of the Parent or any Subsidiary,

the Parent or any Subsidiary may sell Receivable Assets to a Securitization Entity in a Qualified Securitization Transaction for the fair market value thereof; provided that at no time shall more than US$2,500,000,000 (or its equivalent in another currency or currencies) in fair market value of assets be subject to such Qualified Securitization Transaction,

any Subsidiary may pay dividends or make any other distribution,

the Parent may pay cash dividends (or dividends paid in the form of common equity of the Parent) to its shareholders, to the extent lawful; provided that the Parent shall not pay any cash dividends on its common equity unless the Leverage Ratio, calculated as of the last day of the most recently ended Test Period in accordance with Section 6.04 and on a pro forma basis giving effect to such cash dividend and any other cash dividends made since the end of the last Test Period, does not exceed 4.75x and so long as no Event of Default has occurred and is continuing (or would result therefrom) (it being understood and agreed that this proviso shall not restrict any dividends to the holders of the Parent’s preferred equity, including the Parent’s mandatory convertible preferred shares, or dividends paid in the form of common equity of the Parent), and

any Subsidiary may liquidate or dissolve (with any residual assets being applied in accordance with one of the other clauses of this Section 6.01).

The Parent shall not change its fiscal year-end to a date other than December 31 and shall not make or permit any changes in accounting policies or practices which would have an effect on whether or not the Parent is in compliance with Section 6.04, without the consent of the Required Lenders, which consent shall not be unreasonably withheld or delayed, except: (i) changes that are required or permitted by GAAP, or (ii) changes permitted under sub-paragraph (b) of this Section 6.02.

If at any time any change in GAAP (including without limitation as a result of the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Parent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Parent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Encumbrances imposed by law, including, without limitation, for taxes that are not yet due or, if due, are being contested in good faith and for which adequate reserves have been established in accordance with GAAP;

carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and similar liens imposed by law arising in the ordinary course of business that do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Parent or its Subsidiaries and, if securing obligations that are overdue by more than 90 days, are being contested in good faith and for which adequate reserves have been established in accordance with GAAP;

pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations or to obtain letters of credit to post for such purposes;

deposits or Encumbrances to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.01(j);

easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Parent or its Subsidiaries;

other liens incidental to the conduct of the business of the Parent or any Subsidiary or the ownership of the property or assets of the Parent or such Subsidiary that are not in respect of Indebtedness and do not in the aggregate materially detract from the value of such properties or assets or materially impair the use thereof in the operation of the business of the Parent or such Subsidiary;

Encumbrances existing on the date hereof in connection with any Indebtedness outstanding on the date hereof and disclosed in the public filings of the Parent or on Schedule 6.03 hereof (and any Encumbrance granted as collateral for any refinancing or replacement of such Indebtedness, provided that such Encumbrance secures a principal amount of Indebtedness not in excess of the amount so disclosed (plus reasonable refinancing costs) and does not encumber any property or assets other than the property or assets to the original Encumbrance as so disclosed or improvements thereon or replacements thereof);

any netting or set-off arrangement entered into by the Parent or any Subsidiary in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

any Encumbrance arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent or any Subsidiary in the ordinary course of business;

any Encumbrance securing any hedging obligation of the Parent or any Subsidiary in respect of interest rate, currency exchange rates or commodity pricing hedging, swaps or similar transactions entered into in the ordinary course of business for bona fide business purposes;

Encumbrances on property of a Person existing at the time such Person is merged into or consolidated with any Loan Party or any Subsidiary; ( provided that such Encumbrances were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or Subsidiary or acquired by such Loan Party or Subsidiary) and extensions, replacements and renewals thereof that do not increase the outstanding principal amount thereof that is secured by such Encumbrance as of such date and do not result in such Encumbrance extending to additional assets (other than improvements thereon or replacements thereof);

Encumbrances in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

purchase money Encumbrances upon or in any real property or equipment acquired by any Loan Party or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment, or Encumbrances existing on such property or equipment at the time of its acquisition (other than any such Encumbrances created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however , that no such Encumbrances shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Encumbrance being extended, renewed or replaced;

Encumbrances securing capital lease obligations in respect of property acquired; provided , that no such Encumbrance shall extend to or cover any assets other than the assets subject to such capitalized leases;

any other Encumbrances securing obligations and other Financing Arrangements; provided that the aggregate amount of obligations and other Financing Arrangements secured in accordance with this subclause (p) shall not exceed US$2,000,000,000 (or its equivalent in another currency or currencies) at any time outstanding;

any Encumbrance entered into pursuant to any Loan Document; and

Encumbrances over any Receivable Assets subject to a Qualified Securitization Transaction; provided that the aggregate fair market value of all Receivable Assets secured in accordance with this subclause (r) shall not exceed US$2,500,000,000 (or its equivalent in another currency or currencies) at any one time outstanding.

The Parent shall procure that the Leverage Ratio for the period set forth in Column 1 below (calculated as of the last day of, and for, such period) does not exceed the ratio referred to in Column 2 below:

The Parent shall procure that the Interest Cover Ratio for all Test Periods (calculated as of the last day of, and for, such period) shall not be less than 3.5x.

Except as otherwise expressly permitted or otherwise provided for in this Agreement, all the terms used in this Section 6.04 shall be calculated in accordance with the accounting principles applied in connection with the latest consolidated financial statements of the Parent required to be delivered pursuant to Section 5.01(a) or (b) (subject to Section 6.02(b)).

any Indebtedness under this Agreement in an amount not exceeding $2,000,000,000, and any Permitted Refinancing Indebtedness thereof (and including any Permitted Refinancing Indebtedness of such Permitted Refinancing Indebtedness);

any Capital Markets Indebtedness existing on the Signing Date (excluding any Indebtedness referred to under clause (a) above) and any Permitted Refinancing Indebtedness thereof (including any Permitted Refinancing Indebtedness of such Permitted Refinancing Indebtedness); and

other Capital Markets Indebtedness in an aggregate principal amount at any one time outstanding not to exceed $1,000,000,000; provided that any Capital Markets Indebtedness incurred pursuant to this clause (c) shall rank pari passu in right of payment with, or be subordinated to, the Loan Party’s payment obligations under this Agreement.

default shall be made in the payment of any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise except that if such failure to pay is due to an administrative or technical error, then the Loan Parties shall have three (3) days to cure such failure;

default shall be made in the payment of any interest on any Loan or other fee payable under the Loan Documents, when and as the same shall become due and payable, except that if such failure to pay is due to an administrative delay or technical error, including any delays resulting from compliance with any Loan Party’s internal processes, then the Loan Parties shall have five (5) days to cure such failure;

any representation or warranty made or deemed made by the Loan Parties in this Agreement or in any other Loan Document shall prove to have been incorrect in any material respect when made or deemed made, provided that no Event of Default under this paragraph (c) will occur if the failure to comply is capable of remedy and is remedied within 15 days of the Administrative Agent giving notice to a Loan Party or a Loan Party becoming aware of the failure to comply (it being understood that any materially incorrect or misleading information contained in any financial statements delivered in accordance with this Agreement or referred to in Section 3.04 cannot be so remedied);

the Loan Parties shall fail to observe or perform any covenant, condition or agreement contained in Section 5.03(i) (with respect to Loan Parties), Article 6 or Section 11.17(d)(y)(B);

the Loan Parties shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent or a Lender to any Loan Party;

any Loan Party or Material Subsidiary shall (i) fail to pay any principal of or premium or interest due in respect of Material Indebtedness when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or (ii) default in the observance or performance of any covenant or obligation contained in any agreement of such Material Indebtedness that is a default (in each case, other than a failure to pay specified in clause (i) of this subsection (f)) and such default shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect thereof is to accelerate the maturity of such Material Indebtedness or require such Material Indebtedness to be prepaid prior to the stated maturity thereof;

an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization, stay of proceedings, freeze order (“ Hakpa ’ at Halichim ”) a commencement of proceedings order (“ tsav le-ptichat halichim ”) pursuant to the Israeli Insolvency and Rehabilitation Law, or other relief (including any Dutch Insolvency Event) in respect of any Loan Party or any Material Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (“ Bankruptcy Law ”) or (ii) the appointment of a receiver, liquidator, trustee, custodian, sequestrator, conservator, compulsory manager or similar official for any Loan Party or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 30 days or a final, not temporary or interim, unappealable order or decree approving or ordering any of the foregoing shall be entered;

any Loan Party or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, stay of proceedings, freeze order (“ Hakpa ’ at Halichim ”), a commencement of proceedings order (“ tsav le-ptichat halichim ”) pursuant to the Israeli Insolvency and Rehabilitation Law, or commencement of protected negotiations (“ masa u-matan mugan ”) with any of its creditors pursuant to the Israeli Insolvency and Rehabilitation Law, or other relief (including any Dutch Insolvency Event) under any Bankruptcy Law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Article, (iii) apply for or consent to the appointment of a receiver, liquidator, trustee, custodian, sequestrator, conservator, compulsory manager or similar official for any Loan Party or any Material Subsidiary or for a substantial part of its assets, (iv) make a general assignment for the benefit of creditors or (v) take any action for the purpose of effecting any of the foregoing;

any Loan Party or any Material Subsidiary shall admit in writing its inability to pay its debts generally;

one or more judgments for the payment of money in an aggregate uninsured amount equal to or greater than US$200,000,000 (or its equivalent in other currencies) in excess of the amount of insurance coverage shall be rendered against any Loan Party or any Material Subsidiary or any combination thereof and the same shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, vacated or bonded pending appeal or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any such Material Subsidiary to enforce any such judgment for the payment of money in an aggregate uninsured amount in excess of US$200,000,000 (or its equivalent in other currencies);

one or more ERISA Events or similar event with respect to a Non-US Plan shall have occurred, which individually or in the aggregate results in liability of any Loan Party, any of its subsidiaries, or any of their respective ERISA Affiliates in excess of US$200,000,000 (or its equivalent in other currencies) during the term hereof; or

this Agreement shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by any Loan Party, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions or interpretation of any provision thereof), or any Loan Party shall repudiate or deny any portion of its financial obligation under this Agreement;

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender Party as any other Lender Party and may exercise the same as though it were not the Administrative Agent and the term “ Lender Party ” or “ Lender Parties ” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Parent or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lender Parties.

Each Lender Party understands that the Person serving as Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “ Agent ’ s Group ”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Article 8 as “ Activities ”) and may engage in the Activities with or on behalf of one or more of the Parent or its Affiliates. Furthermore, the Administrative Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Parent and its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Parent or its respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Parent or its Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the Administrative Agent’s Group may receive or otherwise obtain information concerning the Parent or its Affiliates (including information concerning the ability of the Parent to perform its obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lender Parties that are not members of the Administrative Agent’s Group. None of the Administrative Agent nor any member of the Administrative Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Parties, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Parent or any Affiliate thereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lender Parties.

Each Lender Party further understands that there may be situations where members of the Administrative Agent’s Group or their respective customers (including the Parent and its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties hereunder and under the other Loan Documents). Each Lender Party agrees that no member of the Administrative Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Administrative Agent being a member of the Administrative Agent’s Group, and that each member of the Administrative Agent’s Group may undertake any Activities without further consultation with or notification to any Lender Party. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Administrative Agent’s Group of information (including Information) concerning the Parent or its Affiliates (including information concerning the ability of the Parent to perform its obligations hereunder and under the other Loan Documents) or (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including, without limitation, any duty of trust or confidence) owing by the Administrative Agent or any member of the Administrative Agent’s Group to any Lender Party including any such duty that would prevent or restrict the Administrative Agent’s Group from acting on behalf of customers (including the Parent or its Affiliates) or for its own account.

The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent shall not be subject to any fiduciary or other implied duty, whether or not a Default or Event of Default has occurred or is continuing and shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.03 or Article 7) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default or the event or events that give or may give rise to any Default unless and until the Borrower or any Lender Party shall have given notice to the Administrative Agent describing such Default and such event or events. The Loan Parties acknowledge that the Administrative Agent shall only be obliged to fund a Loan if the Administrative Agent receives funds from the Lenders and shall not be obliged to make an equivalent amount available to the Borrower in the event a Lender fails to transfer such funds to the Administrative Agent. The Loan Parties also acknowledge that the Administrative Agent is not able to guarantee any time for payments. For the avoidance of doubt and to the fullest extent permitted by applicable law, (i) the Administrative Agent shall not be liable to the Loan Parties and (ii) no Loan Party shall assert, and hereby waives, any claim against the Administrative Agent, in each of cases (i) and (ii), on any theory of liability, for special, indirect, consequential or punitive damages arising out of, in connection with, the timing of the transfer of proceeds with respect to the Loans hereunder.

Neither the Administrative Agent nor any member of the Administrative Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith or the adequacy, accuracy and/or completeness of the information contained therein, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article 6 or elsewhere herein, other than (but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Nothing in this Agreement or any other Loan Document shall require the Administrative Agent or any of its Related Parties to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender Party and each Lender Party confirms to the Administrative Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Administrative Agent or any of its Related Parties.

The Administrative Agent, the Issuing Bank and the Lenders shall be entitled to rely and act upon, and shall not incur any liability for relying or acting upon, any notices (including, without limitation, telephonic or electronic notices, Loan Notices) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender Party, the Administrative Agent may presume that such condition is satisfactory to such Lender Party unless an officer of the Administrative Agent responsible for the transactions contemplated hereby shall have received notice to the contrary from such Lender Party prior to the making of such Loan, and in the case of a Loan, such Lender Party shall not have made available to the Administrative Agent such Lender Party’s ratable portion of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party, that at least one of the following is and will be true:

such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

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

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

In addition, unless sub-clause (i) in the immediately preceding clause (b) is true with respect to a Lender, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party, that none of the Administrative Agent or any of its Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).

Each Lender Party confirms to the Administrative Agent, each other Lender Party and each of their respective Related Parties that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on the Administrative Agent, any other Lender Party or any of their respective Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making Loans and other extensions of credit hereunder and under the other Loan Documents and (z) taking or not taking actions hereunder and thereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and making Loans and other extensions of credit hereunder and under the other Loan Documents is suitable and appropriate for it.

Each Lender Party acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Loan Documents, (ii) it has, independently and without reliance upon the Administrative Agent, any other Lender Party or any of their respective Related Parties, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to enter into, this Agreement based on such documents and information as it has deemed appropriate and (iii) it will, independently and without reliance upon the Administrative Agent, any other Lender Party or any of their respective Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement and the other Loan Documents based on such documents and information as it shall from time to time deem appropriate, which may include, in each case:

the financial condition, status and capitalization of the Loan Parties;

the legality, validity, effectiveness, adequacy or enforceability of this Agreement and each other Loan Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan Document;

determining compliance or non-compliance with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and

the adequacy, accuracy and/or completeness of and any information delivered by the Administrative Agent, any other Lender Party or by any of their respective Related Parties under or in connection with this Agreement or any other Loan Document, the transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan Document.

to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other obligations hereunder that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due to the Lenders and the Administrative Agent under Sections 2.12, 2.14, 2.15 and 11.04) allowed in such judicial proceeding; and

to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

any lack of validity or enforceability of this Agreement, any Loan Document or any agreement or instrument relating thereto;

any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Loan Party under or in respect of this Agreement and the Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Loan Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;

any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;

any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Loan Party under this Agreement and the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;

any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

any failure of the Administrative Agent or any Lender to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party now or hereafter known to the Administrative Agent or such Lender (the Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); or

any other circumstance that might constitute a defense of any Loan Party or the Guarantor.

Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Encumbrance or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any collateral.

Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of Guarantor or other rights of Guarantor to proceed against any Loan Party or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Guarantor hereunder.

Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender.

Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the waivers set forth in Section 9.02 and this Section 9.03 are knowingly made in contemplation of such benefits.

Prohibited Payments, Etc. Except during the continuance of any Specified Event of Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to such Subsidiary Borrower), the Parent may receive regularly scheduled payments from any Loan Party on account of the Subordinated Obligations. After the occurrence and during the continuance of any Specified Event of Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to such Subsidiary Borrower), however, unless the Required Lenders otherwise agree, the Guarantor shall not demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

Prior Payment of Guaranteed Obligations . In any proceeding under any Bankruptcy Law relating to such Subsidiary Borrower, the Guarantor agrees that the Administrative Agent and the Lenders shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“ Post Petition Interest ”)) before the Guarantor receives payment of any Subordinated Obligations.

Turn Over . After the occurrence and during the continuance of any Specified Event of Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to such Subsidiary Borrower), the Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Administrative Agent and the Lenders and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

Agent Authorization . After the occurrence and during the continuance of any Specified Event of Default, the Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of the Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post Petition Interest), and (ii) to require the Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Administrative Agent for application to the Guaranteed Obligations (including any and all Post Petition Interest).

each Lender (acting reasonably) approves the addition of that Subsidiary as an Additional Borrower (it being understood that a Lender shall be deemed to have acted reasonably in withholding its approval if (i) it is unlawful for such Lender to make Loans under this Agreement to the proposed “Additional Borrower,” (ii) such Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Loan to the proposed “Additional Borrower” might subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed Additional Borrower and it does not wish to do so or (v) that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located);

the Parent delivers to the Administrative Agent a Borrower Accession Notice and such other documentation and legal opinions the Administrative Agent shall reasonably request, each in form and substance satisfactory to the Administrative Agent (including (i) “Know your customer” documentation and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, each in form and substance satisfactory to each Lender and the Administrative Agent which shall be received at least five Business Days prior to its succession hereof);

no Default or Event of Default is continuing or would result therefrom and each of the representations and warranties in the Loan Documents shall be true and correct after giving effect thereto as if made on such date (and the Parent has certified the same in writing); and

to the extent such Additional Borrower is a Person incorporated in Switzerland and/or is a Swiss tax resident for Withholding Tax purposes and is subject to the Swiss Guidelines:

such Additional Borrower shall constitute a “Swiss Additional Borrower” for all purposes under this Agreement; and

the provisions of this Agreement as they relate to a Swiss Borrower or Swiss Additional Borrower shall have been reviewed and approved by counsel of the Administrative Agent at the Parent’s expense, and any corresponding amendments to the Loan Documents resulting from such review may be executed with the approval of the Administrative Agent and the Parent, each in their sole discretion, without the requirement to obtain the consent of the Required Lenders.

no Default is continuing or would result from the acceptance of such resignation letter (and the Parent has confirmed the same in writing); and

any Borrower so being released is under no actual or contingent obligations as a Borrower under any Loan Documents and has no outstanding Letters of Credit issued on its behalf,

Except in the case of notices and other communications expressly permitted to be given by telephone, all notices, demands, requests, consents and other communications provided for in this Agreement shall be given in writing, or by any telecommunication device capable of creating a written record (including electronic mail), and addressed to the party to be notified as follows:

if to the Parent:

if to the Administrative Agent:

if to any other Lender, to it at its address (or fax number) set forth in its Administrative Questionnaire;

All notices, demands, requests, consents and other communications described in clause (a) shall be effective (i) if delivered by hand, including any overnight courier service, upon personal delivery, (ii) if delivered by registered mail, ten Business Days after being deposited in the mails, (iii) if delivered by posting to an Approved Electronic Platform, an Internet website or a similar telecommunication device requiring that a user have prior access to such Approved Electronic Platform, website or other device (to the extent permitted by Section 11.02 to be delivered thereunder), when such notice, demand, request, consent and other communication shall have been made generally available on such Approved Electronic Platform, Internet website or similar device to the class of Person being notified (regardless of whether any such Person must accomplish, and whether or not any such Person shall have accomplished, any action prior to obtaining access to such items, including registration, disclosure of contact information, compliance with a standard user agreement or undertaking a duty of confidentiality) and such Person has been notified in respect of such posting that a communication has been posted to the Approved Electronic Platform and (iv) if delivered by electronic mail or any other telecommunications device, when transmitted to an electronic mail address (or by another means of electronic delivery) as provided in clause (a); provided, however, that notices and communications pursuant to Article 2 or Article 8 shall not be effective until received by the addressee.

Notwithstanding clauses (a) and (b) (unless the Administrative Agent requests that the provisions of clauses (a) and (b) be followed) and any other provision in this Agreement or any other Loan Document providing for the delivery of any Approved Electronic Communication by any other means, the Borrowers shall deliver all Approved Electronic Communications to the Administrative Agent by properly transmitting such Approved Electronic Communications in an electronic/soft medium in a format acceptable to the Administrative Agent in accordance with Section 11.02. Nothing in this clause (c) shall prejudice the right of the Administrative Agent or any Lender Party to deliver any Approved Electronic Communication to any Borrower in any manner authorized in this Agreement or to request that any Borrower effect delivery in such manner.

No waiver of any provision of this Agreement or consent to any departure by the Borrowers therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Parent and the Required Lenders or by the Parent and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase or extend the relevant Commitment of any Lender (including for the avoidance of doubt by amending the definition of “Availability Period” or any provision of Section 2.06(a) in a manner that would extend the period for any Commitments) without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon (other than a waiver of additional interest as specified in Section 2.10(b)), or reduce any fees payable hereunder, without the written consent of each Lender and Issuing Bank affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement,

Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Parent, the other Borrowers, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, each Issuing Bank and the Swingline Lender) if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 11.05) in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

The Loan Parties shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the negotiation of this Agreement, in each case to the extent required by the Engagement Letter, (ii) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenders (which shall be limited to one counsel to the Administrative Agent and the Lenders (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole), and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected persons taken as a whole), in connection with the administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated thereby shall be consummated) and (iii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent, any Issuing Bank and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Banks and the Lenders (which shall be limited to one counsel to the Administrative Agent and the Lenders (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole), and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected persons taken as a whole), in connection with the enforcement or protection of their rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

The Parent and the Borrowers agree, jointly and severally, to the fullest extent permitted by law, to indemnify and hold harmless each Arranger Party, the Administrative Agent, the Swingline Lender, each Issuing Bank and each Lender and each Related Party of any of the foregoing Persons (the “ Indemnified Parties ”) from and against any and all claims, damages, losses, liabilities, costs, penalties, fees and expenses (including reasonable fees and disbursements of counsel but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnified Parties taken as a whole and, if reasonably necessary, one local counsel for all Indemnified Parties taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnified Parties) of any kind or nature whatsoever for which any of them may become liable or which may be incurred by or asserted against any of the Indemnified Parties (other than claims and related damages, losses, liabilities, costs, penalties, fees and expenses made by one Lender (or its successors or assignees) against another Lender (but not, for the avoidance of doubt, against any Arranger Party, the

The Parent agrees with each Indemnified Party that it will, as an independent and primary obligation, indemnify that Indemnified Party immediately on demand against any cost, loss or liability it incurs (I) if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal where such cost, loss or liability arises as a result of a Loan Party not paying any amount which would, but for such unenforceability, invalidity or illegality have been payable by it under any Loan Document on the date when it would have been due, or (II) if as a result (directly or indirectly) of the introduction of or any change in (or the interpretation, administration or application of) any law or regulation, or compliance with any law, regulation or administrative procedure made after entry into this Agreement (a “ Law Change ”), there is a change in the currency, the value of the currency or the timing, place or manner in which any obligation guaranteed by the Parent is payable. The amount payable by the Parent under this indemnity (i) in respect of clause (I) above, shall be the amount it would have had to pay under this Agreement if the amount claimed had been recoverable on the basis of a guarantee but for any relevant unenforceability, invalidity or illegality, and (ii) in respect of clause (II) above, shall include (A) the difference between (x) the amount (if any) received by the applicable Indemnified Party from the applicable Loan Party and (y) the amount that the applicable Loan Party was obliged to pay under the original express terms of the Documents in the currency specified in the Loan Documents, disregarding any Law Change (the “ Original Currency ”), and (B) all further costs, losses and liabilities suffered or incurred by such Indemnified Party as a result of a Law Change. For the purposes of (A)(x), if payment was not received by such Indemnified Party in the Original Currency, the amount received by such Indemnified Party shall be deemed to be that payment’s equivalent in the Original Currency converted, actually or notionally at such Indemnified Party’s discretion, on the day of receipt at the then prevailing spot rate of exchange of such Indemnified Party or if, in such Indemnified Party’s opinion, it could not reasonably or properly have made a conversion on the day of receipt of the equivalent of that payment in the

To the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent, any Arranger Party, any Issuing Bank or the Swingline Lender or any Related Party of any of the foregoing under paragraph (a) or (b) or (c) of this Section, each Lender severally agrees to pay to such Person such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought and determined without giving effect to the Applicable Percentage of any applicable Defaulting Lender) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability, cost, penalty, fee or related expense, as the case may be, was incurred by or asserted against such Person in its respective capacity as such.

To the fullest extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Party referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

All amounts due under this Section shall be payable not later than 3 Business Days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Parent nor any Borrower may assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of the Administrative Agent, each Issuing Bank and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section (in accordance with paragraph (g) to the extent applicable), (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section (in accordance with paragraph (g) to the extent applicable) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders and each Issuing Bank) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of any of its Commitments and Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

Minimum Amounts.

no minimum amount need be assigned (x) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any applicable Tranche and the relevant Loans under such Tranche at the time owing to it or (y) in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or (z) in the case of an assignment occurring while an Event of Default of the type described under Section 7.01(a), (b), (g), (h) or (i) has occurred and is continuing; and

in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) (or, if the applicable Commitment is not then in effect, the principal outstanding balance of the relevant Loans of the assigning Lender) subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than US$10,000,000 and shall be an integral multiple of US$1,000,000, provided that in each case of this paragraph (b)(i)(B), (x) the Parent may unilaterally consent to a lesser minimum amount if so requested by a Lender (each such consent not to be unreasonably withheld or delayed) (provided that the Parent shall be deemed to have consented thereto unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice or request for such consent).

Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the relevant Loan or the Commitment under the applicable Tranche assigned.

Required Consents . No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition:

the consent of the Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default of the type described under Section 7.01(a), (b), (g), (h) or (i) has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, provided that such Affiliate of a Lender and Approved Fund, respectively, is in each case a Swiss Qualifying Bank; provided that the consent of the Parent to an assignment must not be withheld solely because the assignment or transfer may result in increased obligations under Sections 2.15 and/or 2.10(f) (subject to Section 11.05(g)); provided further that the Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice or request for such consent; and

the consent of the Administrative Agent and the Swingline Lender (such consents not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Revolving Commitment of any Lender or any Lender’s obligations in respect of its LC Exposure or Swingline Exposure, if such assignment is to a Person that is not a Lender with a Revolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of US$3,500 (which fee, in the sole discretion of the Administrative Agent, may be waived in whole or in part in any particular case), and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

No Assignment to the Parent or its Affiliates . No such assignment shall be made to the Parent or any of the Parent’s Affiliates or Subsidiaries.

No Assignment to Natural Persons or non-Professional Lenders . With respect to a Dutch Borrower only, no such assignment shall be made to a person who is not a Professional Lender. For the purpose of this Section 11.05, “ Professional Lender ” means:

until an interpretation of the term “public” as referred to in the Capital Requirements Regulation (EU) No. 575/2013 (the “ CRR ”) is published by the relevant Governmental Authority, either an entity that qualifies as a professional market party as defined in Article 1:1 of the Dutch Financial Supervision Act ( Wet op het financieel toezicht ); and

following the publication of the interpretation of the term “public” as referred to in the CRR by the relevant Governmental Authority, an entity that does not qualify as forming part of the “public” as referred to in the CRR and the rules promulgated thereunder.

Bank or Financial Institution . No such assignment shall be made to any assignee that is not a bank, a financial institution or a credit fund.

Israeli Regulated Bank or Financial Institution . No such assignment shall be made to any assignee that is an Israeli regulated bank or financial institution, other than international banks with a foreign bank branch in Israel or representative office of a foreign bank in Israel.

Creditworthy Entity . Unless consented to expressly by the Parent (provided that after the end of the Availability Period, such consent shall not be unreasonably withheld or delayed), no such assignment shall be made to any assignee that does not qualify as a Creditworthy Entity at the time of such assignment, unless (x) an Event of Default of the type described under Section 7.01(a), (b), (g), (h) or (i) has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund.

Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and LC Disbursements, and participations in Swingline Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Parent and any Lender as to its own Commitments and amounts owing to it, at any reasonable time and from time to time upon reasonable prior notice.

Participations . Any Lender may at any time, without the consent of, or notice to, the Parent, any Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender, sell participations to any Person (other than a natural person or the Parent or any of the Parent’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Limitations upon Participant Rights . A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless such Tax or Increased Cost is imposed as a result of a change in law after the date such Participant became a Participant member. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.15(f) as though it were a Lender (it being understood that the forms and documentation described in Section 2.15(f) shall be provided to the participating Lender).

Certain Pledges . Any Lender may at any time pledge, charge or assign a security interest in or over all or any portion of its rights to repayment of Loans made under this Agreement to secure obligations of such Lender, including any pledge, charge or assignment to secure obligations, including, without limitation, to a Federal Reserve Bank, the European Central Bank or any other central bank; provided that no such pledge, charge or assignment shall (i) release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto or (ii) require any payments to be made by any Loan Party other than or in excess of, or grant any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Loan Documents.

Special Provisions Regarding Assignments . Subject to the other restrictions on transfer contained in this Section 11.05, a Lender may, subject to the following additional provisions, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to a new Lender.

In the event of an assignment or transfer of any or all of the rights and obligations of a Lender including Restricted Sub-Participations (but not including participations that are not Restricted Sub-Participations), so long as no Event of Default then exists, the assignee Lender shall make the representations in the Assignment and Assumption as to whether it is a Swiss Qualifying Bank on the effective date of the respective assignment, and if such assignee Lender represents that it is a Swiss Qualifying Bank the assignor Lender shall freely assign or transfer, and the assignee Lender shall accept, such rights and obligations. If the assignee Lender is not a Swiss Qualifying Bank and there is reasonable doubt as to whether such assignee Lender counts as one or several Lenders, the Parent has the right (unless an Event of Default then exists) prior to the transfer to request that such assignee Lender provide to it a written confirmation signed by the Swiss Federal Tax Administration that such assignee Lender counts as one (or several, as the case may be) Swiss Non-Qualifying Bank. In the event that the respective assignee (or participant pursuant to a Restricted Sub-Participation) in respect of Commitments (or related outstandings, rights and obligations to the applicable Swiss Loan Party) is unable or unwilling to represent that it is a Swiss Qualifying Bank, then, unless an Event of Default is in existence, the consent of the Administrative Agent and the Parent shall be required to effect the respective assignment or Restricted Sub-Participation (which consents shall not be unreasonably withheld or delayed); provided that no such consent shall be required to be given by the Parent if, after giving effect to the respective assignment or Restricted Sub-Participation, the number of Lenders and holders of Restricted Sub-Participations under this Agreement which are Swiss Non-Qualifying Banks would, in aggregate, not exceed ten (10).

Any Lender which enters into an assignment, transfer or Restricted Sub-Participation (but not including (x) assignments effected in accordance with the relevant requirements of Section 11.05(b) and clause (i) of this Section 11.05(g), and (y) participations that are not Restricted Sub-Participations) of its Commitment or any outstandings pursuant thereto shall ensure that, unless an Event of Default is in existence:

the terms of such assignment, transfer or sub-participation agreement prohibit the new Lender or sub-participant from entering into further assignment, transfer or sub-participation agreements (in relation to the rights between it and such Lender) and assigning or granting any interest over the assignment, transfer or sub-participation agreement, except in each case to a person who is a Swiss Qualifying Bank;

the new Lender or sub-participant enters into a unilateral undertaking in favor of each Lender and each Loan Party incorporated in Switzerland to abide by the terms included in the assignment, transfer or sub-participation agreement to reflect sub-clause (A) above;

the terms of such assignment, transfer or sub-participation agreement oblige the new Lender or sub-participant, in respect of any further assignment, transfer or sub-participation, assignment or grant, to include a term identical to the provisions of clauses (i) and (ii) of this Section 11.05(g) mutatis mutandis , including a requirement that any further new Lender or sub-participant, assignee or grantee enters into such undertaking; and

the identity of the new Lender or sub-participant is permitted to be disclosed to the Swiss Federal Tax Administration by the Swiss Loan Parties (if requested by the Swiss Federal Tax Administration to do so).

For the avoidance of doubt, nothing contained in this Section 11.05(g) shall be construed to prohibit assignments to, or purchases of participations by, any Swiss Non-Qualifying Bank, so long as, after giving effect to any such assignment or participation, there are no more than ten (10) Swiss Non-Qualifying Banks acting as Lenders hereunder. For the avoidance of doubt, it is understood that all transfers and assignments are also subject to Section 11.05(b).

This Agreement (and any non-contractual obligations arising out of or in connection with this Agreement) shall be construed in accordance with and governed by the law of the State of New York.

Each Party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such Loan Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement or any other Loan Document. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower or the Guarantor or any of their respective properties in the courts of any jurisdiction to enforce a judgment obtained in accordance with this Section.

Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.01. In addition, each Loan Party (other than Teva USA) hereby irrevocably designates, appoints and empowers TEVA PHARMACEUTICALS USA,  INC. , a Delaware corporation, the principal office of which is at 1090 Horsham Road, North Wales, Pennsylvania, 19454, United States of America (the “ Process Agent ”), in the case of any suit, action or proceeding brought in the United States as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any kind and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Agreement or any other Loan Document. By executing this Agreement, Teva USA hereby irrevocably accepts such designation, appointment and agency, which shall remain in full force and effect until such time as Teva USA ceases to be a Borrower hereunder in accordance with Section 10.02 (at which time each Loan Party shall designate a replacement Process Agent satisfactory to the Administrative Agent (and deliver the appropriate documentation in respect thereof as reasonably requested by the Administrative Agent)). Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Person in care of the Process Agent at the Process Agent’s above address, and such Person hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Loan Party irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Person at its address specified in Section 11.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Certain of the Lenders may enter into this Agreement and take or not take action hereunder or under the other Loan Documents on the basis of information that does not contain material non-public information with respect to the Parent or its securities (“ Restricting Information ”). Other Lenders may enter into this Agreement and take or not take action hereunder or under the other Loan Documents on the basis of information that may contain Restricting Information. Each Lender Party acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning such issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other Person. Neither the Administrative Agent nor any of its Related Parties shall, by making any Communications (including Restricting Information) available to a Lender Party, by participating in any conversations or other interactions with a Lender Party or otherwise, make or be deemed to make any statement with regard to or otherwise warrant that any such information or Communication does or does not contain Restricting Information nor shall the Administrative Agent or any of its Related Parties be responsible or liable in any way for any decision a Lender Party may make to limit or to not limit its access to Restricting Information. In particular, none of the Administrative Agent nor any of its Related Parties (i) shall have, and the Administrative Agent, on behalf of itself and each of its Related Parties, hereby disclaims, any duty to ascertain or inquire as to whether or not a Lender Party has or has not limited its access to Restricting Information, such Lender Party’s policies or procedures regarding the safeguarding of material, nonpublic information or such Lender Party’s compliance with applicable laws related thereto or (ii) shall have, or incur, any liability to the Loan Parties or Lender Party or any of their respective Related Parties arising out of or relating to the Administrative Agent or any of its Related Parties providing or not providing Restricting Information to any Lender Party.

Each Loan Party agrees that (i) all Communications it provides to the Administrative Agent intended for delivery to the Lender Parties whether by posting to the Approved Electronic Platform or otherwise shall be clearly and conspicuously marked “PUBLIC” if such Communications do not contain Restricting Information which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Communications “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent and the Lender Parties to treat such Communications as either publicly available information or not material information (although, in the latter case, such Communications may contain sensitive business information and, therefore, remain subject to the confidentiality undertakings of this Section 11.14) with respect to the Parent or its securities for purposes of United States federal and state securities laws, (iii) all Communications marked “PUBLIC” may be delivered to all Lender Parties and may be made available through a portion of the Approved Electronic Platform designated “Public Side Information,” and (iv) the Administrative Agent shall be entitled to treat any Communications that are not

Each Lender Party acknowledges that circumstances may arise that require it to refer to Communications that might contain Restricting Information. Accordingly, each Lender Party agrees that it will nominate at least one designee to receive Communications (including Restricting Information) on its behalf and identify such designee (including such designee’s contact information) on such Lender Party’s Administrative Questionnaire. Each Lender Party agrees to notify the Administrative Agent from time to time of such Lender Party’s designee’s e-mail address to which notice of the availability of Restricting Information may be sent by electronic transmission.

Each Lender Party acknowledges that Communications delivered hereunder and under the other Loan Documents may contain Restricting Information and that such Communications are available to all Lender Parties generally. Each Lender Party that elects not to take access to Restricting Information does so voluntarily and, by such election, acknowledges and agrees that the Administrative Agent and other Lender Parties may have access to Restricting Information that is not available to such electing Lender Party. None of the Administrative Agent nor any Lender Party with access to Restricting Information shall have any duty to disclose such Restricting Information to such electing Lender Party or to use such Restricting Information on behalf of such electing Lender Party, and shall not be liable for the failure to so disclose or use, such Restricting Information.

The provisions of the foregoing clauses of this Section 11.14 are designed to assist the Administrative Agent, the Lender Parties and the Loan Parties in complying with their respective contractual obligations and applicable law in circumstances where certain Lender Parties express a desire not to receive Restricting Information notwithstanding that certain Communications hereunder or under the other Loan Documents or other information provided to the Lender Parties hereunder or thereunder may contain Restricting Information. Neither the Administrative Agent or any of its Related Parties warrants or makes any other statements with respect to the adequacy of such provisions to achieve such purpose nor does the Administrative Agent or any of its Related Parties warrant or make any other statement to the effect that the Loan Parties’ or Lender Party’s adherence to such provisions will be sufficient to ensure compliance by any Loan Party or Lender Party with its contractual obligations or its duties under applicable law in respect of Restricting Information and each of the Lender Parties and the Loan Parties assumes the risks associated therewith.

Any Lender Party may disclose to any Person to whom or for whose benefit such Lender Party charges, assigns or otherwise creates an Encumbrance (or may do so) pursuant to Section 11.05(f).

Each Lender Party and the Administrative Agent (for itself and not on behalf of any Lender Party) hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”) and pursuant to other applicable “know your customer” and Anti-Money Laundering Laws, it is required to obtain, verify and record information that identifies each Loan Party or Letter of Credit beneficiary, as applicable, which information includes the name and address of each Loan Party and other information that will allow such Lender Party or the Administrative Agent, as applicable, to identify each Loan Party or Letter of Credit beneficiary, as applicable, in accordance with the Act. Each Loan Party shall, following a request by the Administrative Agent or any Lender Party, provide all documentation and other information that the Administrative Agent or such Lender Party reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and Anti-Money Laundering Laws, including the Act.

Without limiting the foregoing, if:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; or

any change in the status or composition of shareholders of a Loan Party (or the addition of any Additional Borrower) after the date of this Agreement; or

a proposed assignment or transfer by any Lender or Administrative Agent of its rights and obligations under this Agreement,

Each Lender Party shall promptly upon the request of the Administrative Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself) in order for the Administrative Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents.

At the written request of the Administrative Agent, such Loan Party shall, promptly after the date of any such request, provide the Administrative Agent or any Lender any information regarding the Loan Parties necessary for the Administrative Agent or such Lender to comply with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.

The Loan Parties’ obligations hereunder and under the other Loan Documents to make payments in the applicable Loan Currency (pursuant to such obligation, the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the respective Lender of the full

If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Loan Parties covenant and agree to pay, or cause to be paid, either (i) such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date, or (ii) such amount, in the Obligation Currency, equal to the amount of the applicable judgment denominated in Judgment currency, converted to the Obligation Currency in accordance with the Judgment Currency Conversion Date.

For purposes of determining the Relevant Currency Equivalent or any other rate of exchange for this Section 11.19, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

All funds to be made available to Administrative Agent pursuant to this Agreement in euros shall be made available to Administrative Agent in immediately available, freely transferable, cleared funds to such account with such bank in such principal financial center in such Participating Member State (or in London) as Administrative Agent shall from time to time nominate for this purpose.

In relation to the payment of any amount denominated in euros, Administrative Agent shall not be liable to any Loan Party or any of the Lenders for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by Administrative Agent if Administrative Agent shall have taken all relevant and necessary steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds in euros to the account with the bank in the principal financial center in the Participating Member State which a Borrower or, as the case may be, any Lender shall have specified for such purpose. In this Section 11.20(b), “all relevant steps” means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as Administrative Agent may from time to time determine for the purpose of clearing or settling payments of euros. Furthermore, and without limiting the foregoing, Administrative Agent shall not be liable to any Loan Party or any of the Lenders with respect to the foregoing matters in the absence of its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision or pursuant to a binding arbitration award or as otherwise agreed in writing by the affected parties).