EX-10.3 2 ex10320202q10q.htm EX-10.

3
Exhibit 10.3

STRICTLY CONFIDENTIAL
Execution Version

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 3, 2020 (this

“Amendment”), is entered into by and among PVH Corp., a Delaware corporation (the “U.S. Borrower”),
PVH ASIA LIMITED, with the registration number 1376775, a company incorporated under the laws of
Hong Kong (the “Hong Kong Borrower”), PVH B.V., with the registration number 27278835, a Dutch
private limited liability company with its corporate seat in Amsterdam, The Netherlands (the “European
Borrower” and, together with the U.S. Borrower and the Hong Kong Borrower, the “Borrowers”), each
Lender party hereto and Barclays Bank PLC (“Barclays”), as administrative agent (in such capacity, the
“Administrative Agent”) under the Existing Credit Agreement.

RECITALS

WHEREAS, the Borrowers have entered into that certain Credit and Guaranty Agreement, dated
as of April 29, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time immediately prior to the date hereof, the “Existing Credit Agreement”), with the
Lenders from time to time party thereto, the Administrative Agent and the other parties referred to therein;

WHEREAS, the Borrowers have requested that the Existing Credit Agreement be amended as set
forth in Exhibit A hereto (the “Amended Credit Agreement”; except as otherwise provided herein, all
capitalized terms used but not defined herein shall have the meanings ascribed to such terms therein);

WHEREAS, each Lender that executes and delivers a signature page to this Amendment hereby
agrees to the terms and conditions of this Amendment (each such Lender that has executed and delivered
a signature page to this Amendment on or prior to 3:00 p.m. New York City time on June 2, 2020 (each
such Lender, a “Consenting Lender”); and

WHEREAS, the Lenders party hereto constitute at least the Required Lenders under the Existing
Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and
covenants herein contained, as well as other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1 Amendment to Existing Credit Agreement. Subject to the satisfaction of the

conditions set forth in Section 2 of this Amendment, on the Effective Date:

(a) The Existing Credit Agreement is hereby amended to delete the stricken text (indicated
textually in the same manner as the following example: stricken text) and to add the underlined text
(indicated textually in the same manner as the following example: underlined text) as set forth in the
change pages of the Existing Credit Agreement attached as Exhibit A hereto;
|

(b) Exhibit C to the Existing Credit Agreement shall be amended and restated into the form of
schedules attached hereto as Exhibit B;

(c) Any Schedule or Exhibit to the Existing Credit Agreement not amended pursuant to clause (b)
above shall remain in full force and effect.

SECTION 2 Conditions to Effectiveness. This Amendment shall become effective on and as of the
first Business Day when the following conditions have been satisfied (the “Effective Date”):

(a) The Administrative Agent shall have received counterparts (or written evidence satisfactory to
the Administrative Agent (which may include a facsimile or other electronic transmission) that such party
has signed a counterpart) of (1) this Amendment duly executed by (i) each Loan Party, (ii) the
Administrative Agent and (iii) the Lenders constituting at least the Required Lenders under the Existing
Credit Agreement.

(b) The U.S. Borrower shall have paid all fees, compensation and reasonable expenses (including,
without limitation, legal fees and expenses) of the Arrangers, the Administrative Agent and the Lenders
due and payable on or prior to the Effective Date. The U.S. Borrower shall have paid to the
Administrative Agent, for the account of each Consenting Lender, a consent fee (“Consent Fee”) equal to
0.125% of the outstanding principal amounts of such Lender’s Term Loans and/or Revolving
Commitments on the Effective Date. Payment of each Consent Fee will be made in immediately available
funds in the currency of such Term Loan or Revolving Commitment and will not be subject to
counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter.

(c) No event shall have occurred and be continuing or would result directly from the effectiveness
of this Amendment and the consummation of the transactions contemplated hereby that would constitute a
Default or an Event of Default.

(d) The representations and warranties contained in the Amended Credit Agreement and in the
other Loan Documents shall be true and correct in all material respects on and as of the Effective Date to
the same extent as though made on and as of the Effective Date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects on and as of such earlier date; provided that, to the
extent any such representation or warranty is already qualified by materiality or Material Adverse Effect,
such representation or warranty shall be true and correct in all respects.

(e) The Administrative Agent shall have received a certificate from a Responsible Officer of the
U.S. Borrower stating the compliance with the conditions set forth in clauses (c) and (d) above of this
Section 2.

SECTION 3 Effect on Loan Documents. Except as specifically amended herein, all other Loan
Documents shall continue to be in full force and effect and are hereby in all respects ratified and
confirmed. Except as specifically set forth herein, the execution, delivery and effectiveness of

2
this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the
Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or
the Administrative Agent under the Loan Documents. The Borrowers and the other Loan Parties
acknowledge and agree that, on and after the Effective Date, this Amendment and each of the other Loan
Documents to be executed and delivered by a Loan Party in connection herewith shall constitute a Loan
Document for all purposes of the Amended Credit Agreement. On and after the Effective Date, each
reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or
words of like import referring to the Existing Credit Agreement, and each reference in the other Loan
Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the
Existing Credit Agreement shall mean and be a reference to the Existing Credit Agreement as amended by
this Amendment, and this Amendment and the Amended Credit Agreement shall be read together and
construed as a single instrument. Nothing herein shall be deemed to entitle the Borrowers to a further
consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan
Document in similar or different circumstances. For the avoidance of doubt, this Amendment does not
constitute a novation or termination by any Loan Party of the Indebtedness and Obligations under the
Existing Credit Agreement.

SECTION 4 Expenses. The Borrowers agree to pay all reasonable out-of-pocket costs and
expenses incurred by the Administrative Agent in connection with this Amendment and any other
documents prepared in connection herewith, in each case to the extent required by Section 10.02 of the
Amended Credit Agreement. The Borrowers hereby confirm that the indemnification provisions set forth
in Section 10.03 of the Amended Credit Agreement shall apply to this Amendment and such losses,
claims, damages, liabilities, costs and expenses (as more fully set forth therein as applicable) which may
arise herefrom or in connection herewith.

SECTION 5 Amendments; Severability.

(a) This Amendment may not be amended nor may any provision hereof be waived except
pursuant to a writing signed by each party hereto.

(b) In case any provision in or obligation hereunder shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby
(it being understood that the invalidity, illegality or unenforceability of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity, legality or enforceability of such
provision in any other jurisdiction).

SECTION 6 GOVERNING LAW; WAIVER OF JURY TRIAL; JURISDICTION. THIS

AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE
LAW OF THE STATE OF NEW

3
YORK. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER
THIS AMENDMENT. The provisions of Section 10.15 and Section 10.16 of the Amended Credit
Agreement are incorporated herein by reference.

SECTION 7 Headings. The Section headings herein are included herein for convenience of
reference only and shall not constitute a part hereof for any other purpose, modify or amend the terms or
conditions hereof, be used in connection with the interpretation of any term or condition hereof or be
given any substantive effect.

SECTION 8 Counterparts. This Amendment may be executed in counterparts (and by different

parties hereto on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed signature page to this
Amendment by facsimile or other electronic transmission (including portable document format (“.pdf”) or
similar format) shall be effective as delivery of a manually executed counterpart hereof. The words
“execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to
be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed
to include electronic signatures and contract formations on electronic platforms approved by the
Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the use of a paper based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act; provided that notwithstanding anything contained herein to the contrary the
Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any
format unless expressly agreed to by Administrative Agent pursuant to procedures approved by it (it being
understood and agreed that documents signed manually but delivered in “.pdf” or “.tif” format (or other
similar formats specified by the Administrative Agent) shall not constitute electronic signatures).

[Remainder of page intentionally left blank.]

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
and delivered by their respective proper and duly authorized officers as of the day and year first above
written.

PVH CORP., as U.S. Borrower

By: /s/ Mark D. Fischer

Name: Mark D. Fischer
Title: Executive Vice President

PVH ASIA LIMITED, as Hong Kong Borrower

By: /s/ Mark D. Fischer

Name: Mark D. Fischer
Title: Director

PVH B.V., as European Borrower

By: /s/ Martijn Hagman

Name: Martijn Hagman
Title: Managing Director

By: /s/ Marten Jan Jacob Busscher

Name: Marten Jan Jacob Busscher
Title: Managing Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 BARCLAYS BANK PLC,
as Administrative Agent, Lender and Issuing Bank

By: /s/ Christopher M. Aitkin

Name: Christopher M. Aitkin
Title: Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 CITIBANK, N.A.,
as a Lender

By: /s/ Carolyn A. Kee

Name: Carolyn A. Kee
Title: Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 BANK OF AMERICA, N.A.,
as a Lender

By: /s/ Anthony Hoye

Name: Anthony Hoye
Title: Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 JPMORGAN CHASE BANK, N.A.,
as a Lender

By: /s/ James A. Knight

Name: James A. Knight
Title: Executive Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 ROYAL BANK OF CANADA,
as a Lender

By: /s/ John Flores

Name: John Flores
Title: Authorized Signatory

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 MUFG Bank, Ltd.,
as a Lender

By: /s/ Katie Cunningham

Name: Katie Cunningham
Title: Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
|
 U.S. BANK NATIONAL ASSOCIATION,
as a Lender

By: /s/ Conan Schleicher

Name: Conan Schleicher
Title: Senior Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 Wells Fargo Bank, National Association,
as a Lender

By: /s/ Denis Waltrich

Name: Denis Waltrich
Title: Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 Truist Bank,
as a Lender

By: /s/ Matthew J. Davis

Name: Matthew J. Davis
Title: Senior Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 Citizens Bank, N.A., as a Lender

By: /s/ Angela Reilly

Name: Angela Reilly
Title: Senior Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 STANDARD CHARTERED BANK,
as a Lender

By: /s/ James Beck

Name: James Beck
Title: Associate Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 HSBC Bank USA, N.A,
as a Lender

By: /s/ Robert J. Devir

Name: Robert J. Devir
Title: Managing Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 THE BANK OF NOVA SCOTIA.,
as a Lender

By: /s/ Kevin McCarthy

Name: Kevin McCarthy
Title: Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 TD BANK, N.A.,
as a Lender

By: /s/ Matt Waszmer

Name: Matt Waszmer
Title: Senior Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 PNC BANK, NATIONAL ASSOCIATION,
as a Lender

By: /s/ Lauren Potts

Name: Lauren Potts
Title: Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 Sumitomo Mitsui Banking Corporation,
as a Lender

By: /s/ Michael Maguire

Name: Michael Maguire
Title: Managing Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 BANK OF CHINA, NEW YORK BRANCH,
as a Lender

By: /s/ Raymond Qiao

Name: Raymond Qiao
Title: Executive Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 BNP Paribas,
as a Lender

By: /s/ Mike Shryock

Name: Mike Shryock
Title: Managing Director

By: /s/ Tony Baratta

Name: Tony Baratta
Title: Managing Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 COMMERZBANK AG, NEW YORK BRANCH,
as a Lender

By: /s/ Matthew Ward

Name: Matthew Ward
Title: Director

By: /s/ Bianca Notari

Name: Bianca Notari
Title: Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 DBS Bank Ltd.,
as a Lender

By: /s/ Henry Choo

Name: Henry Choo
Title: Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 Fifth Third Bank, NA,
as a Lender

By: /s/ Todd S. Robinson

Name: Todd S. Robinson
Title: VP

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 Santander Bank, N.A.,
as a Lender

By: /s/ Bruce H. Stanwood

Name: Bruce H. Stanwood
Title: Senior Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
|
 ABN AMRO BANK N.V.,
as a Lender

By: /s/ J.P. Smidt

Name: J.P. Smidt
Title: Executive Director

For Lenders that require a second signature line:

By: /s/ M. Schmmaher

Name: M. Schmmaher
Title: Executive Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Lender

By: /s/ Judith Smith

Name: Judith Smith
Title: Authorized Signatory

By: /s/ Emerson Almeida

Name: Emerson Almeida
Title: Authorized Signatory

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 Industrial and Commercial Bank of China Limited, New York
Branch,
as a Lender

By: /s/ Jing Qu

Name: Jing Qu
Title: Vice President

For Lenders that require a second signature line:

By: /s/ Gang Duan

Name: Gang Duan
Title: Executive Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
|
 Intesa Sanpaolo SpA,
as a Lender

By: /s/ William S. Denton

Name: William S. Denton
Title: Global Relationship Manager

For Lenders that require a second signature line:

By: /s/ Alessandro Toigo
Name: Alessandro Toigo
Title: Head of Corporate Desk, Intesa
Sanpaolo – New York

Signature Page to
PVH Corp. First Amendment to Credit Agreement
United Overseas Bank Limited, New York Agency,
as a Lender

By: /s/ Eriberto De Guzman

Name: Eriberto De Guzman
Title: Managing Director

For Lenders that require a second signature line:

By: /s/ Brian Ike

Name: Brian Ike
Title: First Vice President
 Signature Page to
PVH Corp. First Amendment to Credit Agreement
 AUSTRALIA AND NEW ZEALAND BANKING GROUP
LIMITED,
as a Lender

By: /s/ Cynthia Dioquino

Name: Cynthia Dioquino
Title: Associate Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
|
 Capital One, National Association,
as a Lender

By: /s/ Anthony Timpanaro

Name: Anthony Timpanaro
Title: Senior Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 The First Bank of Highland Park,
as a Lender

By: /s/ Lynn M. Rosinsky

Name: Lynn M. Rosinsky
Title: Managing Director

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 The Bank of East Asia, Limited, New York Branch,
as a Lender

By: /s/ James Hua

Name: James Hua
Title: SVP

By: /s/ Kitty Sin

Name: Kitty Sin
Title: SVP

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 Crédit Industriel et Commercial, New York Branch,
as a Lender

By: /s/ Brian Moriarty

Name: Brian Moriarty
Title: Vice President

By: /s/ Clifford Abramsky

Name: Clifford Abramsky
Title: Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 MEGA INTERNATIONAL COMMERCIAL BANK,
CO., LTD., Silicon Valley Branch, as a Lender

By: /s/ Szu Yao Huang

Name: Szu Yao Huang
Title: VP & General Manager

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 Bank of Taiwan,
acting through its Los Angeles Branch as a Lender,

By: /s/ Ti-Kang Wang

Name: Ti-Kang Wang
Title: Vice President and General Manager

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 TAIWAN BUSINESS BANK,
as a Lender

By: /s/ Shenn-Bao Jean

Name: Shenn-Bao Jean
Title: General Manager

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 American Savings Bank, F.S.B.,
as a Lender

By: /s/ Cyd Miyashiro

Name: Cyd Miyashiro
Title: Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 BANNER BANK,
as a Lender

By: /s/ Thomas Marks

Name: Thomas Marks
Title: Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 CTBC Bank Co., Ltd. New York Branch,
as a Lender

By: /s/ Mingdao Li

Name: Mingdao Li
Title: SVP & General Manager

Signature Page to
PVH Corp. First Amendment to Credit Agreement
 SUNFLOWER BANK, N.A.,
as a Lender

By: /s/ Todd Wherry

Name: Todd Wherry
Title: Senior Vice President

Signature Page to
PVH Corp. First Amendment to Credit Agreement
|
 STRICTLY CONFIDENTIAL
Execution Version
STRICLTY CONFIDENTIAL
EXECUTION VERSION
EXHIBIT A
___________________________________________________________________
CREDIT AND GUARANTY AGREEMENT

dated as of April 29, 20191

among

PVH CORP., as U.S. Borrower,

PVH ASIA LIMITED, as Hong Kong Borrower,

PVH B.V., as European Borrower,

CERTAIN SUBSIDIARIES OF PVH CORP.,as Guarantors,

VARIOUS LENDERS,

BARCLAYS BANK PLC,as Administrative Agent,

CITIBANK, N.A. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,as
Syndication Agents

and

JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA, MUFG BANK, LTD., U.S.
BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATIONas
Documentation Agents
___________________________________________
BARCLAYS BANK PLC, CITIBANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, JPMORGAN CHASE BANK, N.A. and RBC CAPITAL MARKETS, LLC,as
Joint Lead Arrangers,
and

BARCLAYS BANK PLC, CITIBANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, JPMORGAN CHASE BANK, N.A. and RBC CAPITAL
MARKETS, LLC,as Joint Lead Bookrunner

________________________________________________________
1
1 As amended to reflect the First Amendment dated as of June 3, 2020
 Credit Facilities

_________________________________________________________________
 TABLE OF CONTENTS
Page
Article I. DEFINITIONS AND INTERPRETATION 1

Section 1.01 Definitions 1

Section 1.02 Accounting Terms 5053
Section 1.03 Interpretation, Etc. 5154
Section 1.04 Exchange Rates; Currency Equivalents; Basket Calculations 5154
Section 1.05 Dutch Terms 5355
Section 1.06 Additional Other Foreign Currencies, Approved Issuing 5356
Currencies

Article II. LOANS AND LETTERS OF CREDIT 5457

Section 2.01 Tranche A Term Loans 5457

Section 2.02 Revolving Loans 5558
Section 2.03 Swing Line Loans 5861
Section 2.04 Issuance of Letters of Credit and Purchase of Participations
Therein 6265
Section 2.05 Pro Rata Shares; Availability of Funds; Affiliates 7174
Section 2.06 Use of Proceeds 7275
Section 2.07 Evidence of Debt; Register; Notes 7275
Section 2.08 Interest on Loans 7276
Section 2.09 Conversion/Continuation 7579
Section 2.10 Default Interest 7679
Section 2.11 Fees 7680
Section 2.12 Scheduled Payments 7982
Section 2.13 Voluntary Prepayments/Commitment Reductions 8084
Section 2.14 Mandatory Prepayments/Commitment Reductions 8285
Section 2.15 Application of Prepayments/Reductions 8286
Section 2.16 General Provisions Regarding Payments 8386
Section 2.17 Ratable Sharing 8588
Section 2.18 Making or Maintaining Eurocurrency Rate Loans 8589
Section 2.19 Increased Costs; Capital Adequacy 8790
Section 2.20 Taxes; Withholding, Etc. 8992
Section 2.21 Obligation to Mitigate 9295
Section 2.22 Defaulting Lenders 9296
Section 2.23 Removal or Replacement of a Lender 9497
Section 2.24 Incremental Facilities 9598
Section 2.25 Appointment of Borrower Representative 97101
Section 2.26 Extension of Maturity Date 97101
Section 2.27 Existing ABN Letters of Credit 99103

Article III. CONDITIONS PRECEDENT 99103

Section 3.01 Closing Date 99103

i
 Section 3.02 Conditions to Each Credit Extension 101105

Article IV. REPRESENTATIONS AND WARRANTIES 102106

Section 4.01 Organization; Requisite Power and Authority; Qualification 102106

Section 4.02 [Reserved] 103106
Section 4.03 Due Authorization 103106
Section 4.04 No Conflicts 103106
Section 4.05 Governmental Consents 103107
Section 4.06 Binding Obligation 103107
Section 4.07 Historical Financial Statements 103107
Section 4.08 [Reserved]. 104107
Section 4.09 No Material Adverse Change 104107
Section 4.10 Adverse Proceedings, Etc. 104107
Section 4.11 Payment of Taxes 104107
Section 4.12 Properties 104108
Section 4.13 Environmental Matters 104108
Section 4.14 No Defaults 104108
Section 4.15 Governmental Regulation 105108
Section 4.16 Margin Stock 105108
Section 4.17 Employee Benefit Plans 105108
Section 4.18 Solvency 105109
Section 4.19 Compliance with Statutes, Etc 105109
Section 4.20 Disclosure 105109
Section 4.21 Centre of Main Interests and Establishments 105109
Section 4.22 FCPA and Sanctions 106109

Article V. AFFIRMATIVE COVENANTS 106110

Section 5.01 Compliance with Laws, Etc 106110

Section 5.02 Payment of Taxes, Etc. 106110
Section 5.03 Maintenance of Insurance 106110
Section 5.04 Preservation of Existence, Etc. 106110
Section 5.05 Visitation Rights 107110
Section 5.06 Keeping of Books 107111
Section 5.07 Maintenance of Properties, Etc 107111
Section 5.08 Reporting Requirements 107111
Section 5.09 Transactions with Affiliates 108112
Section 5.10 Subsidiaries 108112
Section 5.11 AML Laws; FCPA and Sanctions 109113
Section 5.12 Further Assurances 109113
Section 5.13 Springing Guaranty and Lien 109113

ii
Article VI. 114

NEGATIVE COVENANTS 110114

Section 6.01 Liens 110114

Section 6.02 Mergers, Etc. 111115
Section 6.03 Indebtedness 112116
Section 6.04 Financial Covenants 113118
Section 6.05 Restricted Payments. 119

Article VII. GUARANTY 113120

Section 7.01 Guaranty of the Obligations 113120

Section 7.02 Limitation on Liability; Contribution by Guarantors 114120
Section 7.03 Payment by Guarantors 115121
Section 7.04 Liability of Guarantors Absolute 115122
Section 7.05 Waivers by Guarantors 117124
Section 7.06 Guarantors’ Rights of Subrogation, Contribution, Etc. 118124
Section 7.07 Continuing Guaranty 119125
Section 7.08 Authority of Guarantors or the Borrowers 119125
Section 7.09 Financial Condition of the Borrowers 119125
Section 7.10 Bankruptcy, Etc. 119126
Section 7.11 Discharge of Guaranty 120126

Article VIII. EVENTS OF DEFAULT 121127

Section 8.01 Events of Default 121127

Article IX. AGENTS 123130

Section 9.01 Appointment of Agents 123130

Section 9.02 Powers and Duties 124130
Section 9.03 General Immunity 124131
Section 9.04 Agents Entitled to Act as Lender 126133
Section 9.05 Lenders’ Representations, Warranties and Acknowledgment 127133
Section 9.06 Right to Indemnity 127134
Section 9.07 Successor Agents, Issuing Banks and Swing Line Lender 128134
Section 9.08 Security Documents and Guaranty 129136
Section 9.09 Withholding Taxes 131138
Section 9.10 Administrative Agent May File Proofs of Claim 132138
Section 9.11 Administrative Agent’s “Know Your Customer” Requirements 132139
Section 9.12 Certain ERISA Matters 132139

Article X. MISCELLANEOUS 134140

Section 10.01 Notices 134140

Section 10.02 Expenses 135142
Section 10.03 Indemnity 136143
iii
Section 10.04 Set Off 137144
Section 10.05 Amendments and Waivers 138144
Section 10.06 Successors and Assigns; Participations 141148
Section 10.07 Independence of Covenants, Etc. 145152
Section 10.08 Survival of Representations, Warranties and Agreements 146152
Section 10.09 No Waiver; Remedies Cumulative 146153
Section 10.10 Marshalling; Payments Set Aside 146153
Section 10.11 Severability 146153
Section 10.12 Obligations Several; Independent Nature of Lenders’ Rights 147153
Section 10.13 Table of Contents and Headings 147154
Section 10.14 APPLICABLE LAW 147154
Section 10.15 CONSENT TO JURISDICTION 147154
Section 10.16 WAIVER OF JURY TRIAL 148155
Section 10.17 Confidentiality 148155
Section 10.18 Usury Savings Clause 149156
Section 10.19 Counterparts 150157
Section 10.20 Effectiveness; Entire Agreement; No Third Party Beneficiaries 150157
Section 10.21 PATRIOT Act; Beneficial Ownership 150157
Section 10.22 “Know Your Customer” Checks 150157
Section 10.23 Electronic Execution 151158
Section 10.24 No Fiduciary Duty 151158
Section 10.25 Judgment Currency 152158
Section 10.26 Acknowledgment and Consent to Bail-In of EEAAffected
Financial Institutions 152159
Section 10.27 Acknowledgement Regarding Any Supported QFCs. 159

iv
SCHEDULES: 1.01(g) Material Companies
2.01(a) Tranche A Term Loan Commitments
2.02 Revolving Commitments
2.04(a) Existing Letters of Credit
2.04(b) Issuing Bank Letter of Credit Sublimits
6.01(d) Existing Liens
6.03(b) Existing Subsidiary Debt
10.01(a) Notice Addresses
EXHIBITS: A-1 Borrowing Notice
A-2 Conversion/Continuation Notice
A-3 Issuance Notice
B-1 Tranche A Term Loan Note
B-2 Revolving Loan Note
B-3 Swing Line Note
B-4 Incremental Term Loan Note
C Compliance Certificate
D Certificate re Non Bank Status
E1 Closing Date Certificate
E2 Solvency Certificate
F Counterpart Agreement
G Joinder Agreement
H Extension Request

v
 CREDIT AND GUARANTY AGREEMENT

This CREDIT AND GUARANTY AGREEMENT, dated as of April 29, 2019, is entered into by
and among PVH CORP., a Delaware corporation (together with its permitted successors and assigns, the
“U.S. Borrower”), PVH ASIA LIMITED, with the registration number 1376775, a company
incorporated under the laws of Hong Kong (together with its permitted successors and assigns, the “Hong
Kong Borrower”), PVH B.V., with the registration number 27278835, a Dutch private limited liability
company with its corporate seat in Amsterdam, The Netherlands (together with its permitted successors
and assigns, the “European Borrower” and, together with the U.S. Borrower and the Hong Kong
Borrower, the “Borrowers”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors,
the Lenders party hereto from time to time, and BARCLAYS BANK PLC (“Barclays”), as
Administrative Agent (together with its permitted successors and assigns in such capacity, the
“Administrative Agent”), with MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED (or any other registered broker-dealer wholly-owned by Bank of America
Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’
investment banking, commercial lending services or related businesses may be transferred following the
date of this Agreement, “MLPFS”) and CITIBANK, N.A. (“Citi”), as Syndication Agents (together with
their permitted successors and assigns in such capacity, the “Syndication Agents”), JPMORGAN
CHASE BANK, N.A. (“JPMorgan”), ROYAL BANK OF CANADA (“Royal Bank”), MUFG BANK,
LTD., U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Documentation Agents.

RECITALS:

WHEREAS, the Borrowers have requested that the Lenders and the Issuing Banks (as defined
below) extend credit to the Borrowers from time to time on the terms and subject to the conditions set
forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions. The following terms used herein, including in the preamble, recitals,
exhibits and schedules hereto, shall have the following meanings:

“Acquisition Consideration” means the purchase consideration for any Subject Acquisition and all other
payments by any Group Member in exchange for, or as part of, or in connection with, any Subject
Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and
whether payable at or prior to the consummation of such Subject Acquisition or deferred for payment at
any future time, whether or not any such future payment is subject to the occurrence of any contingency,
and includes any and all payments representing the purchase price and any assumptions of Indebtedness,
“earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment
of which are, in any respect subject to or contingent

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upon the revenues, income, cash flow or profits (or the like) of any Person or business (it being
understood that the amount of any deferred payment, including consideration paid in the form of or
pursuant to an “earn-out” or other contingent payment, shall be calculated as the present value of expected
future payments in respect thereof, as of the date of consummation of the applicable Subject Acquisition
in accordance with GAAP).

“Acquisition Debt” means any Indebtedness of the U.S. Borrower or any of its Subsidiaries that has been
issued for the purpose of financing, in whole or in part, a Qualifying Acquisition and any related
transactions or series of related transactions (including for the purpose of refinancing or replacing all or a
portion of any pre-existing Indebtedness of the U.S. Borrower, any of its Subsidiaries or the Person(s) or
assets to be acquired); provided that (a) the release of the proceeds thereof to the U.S. Borrower and its
Subsidiaries is contingent upon the consummation of such Qualifying Acquisition and, pending such
release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer
or similar transaction, the definitive offer document) for such acquisition is terminated prior to the
consummation of such Qualifying Acquisition or if such Qualifying Acquisition is otherwise not
consummated by the date specified in the definitive documentation relating to such Indebtedness, such
proceeds shall be promptly applied to satisfy and discharge all obligations of the U.S. Borrower and its
Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory
redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed
or prepaid if such Qualifying Acquisition is not consummated by the date specified in the definitive
documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender
offer or similar transaction, the definitive offer document) for such Qualifying Acquisition is terminated in
accordance with its terms prior to the consummation of such Qualifying Acquisition or such Qualifying
Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to
such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or
such specified date, as the case may be).

“Acquisition Period” means the period from and after the consummation of a Qualifying Acquisition to
and including the last day of the fourth full Fiscal Quarter following the Fiscal Quarter in which such
Qualifying Acquisition was consummated.

“Administrative Agent” has the meaning specified in the preamble hereto.

“Adverse Proceeding” means any action, suit or proceeding at law or in equity or, to the knowledge of any
Authorized Officer of any Borrower, any hearing (whether administrative, judicial or otherwise),
investigation before or by any Governmental Authority or arbitration (whether or not purportedly on
behalf of any Group Member) against or affecting any Group Member or any property of any Group
Member.

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

“Affected Lender” has the meaning set forth in Section 2.18(b).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled
by, or under common control with, that Person. For the purposes of this definition,

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“control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under
common control with”), as applied to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise; provided, that no Agent or Lender shall be
deemed to be an Affiliate of any Loan Party.

“Agent” means each of the Administrative Agent, the Syndication Agents, the Documentation Agents
and, if applicable, any Collateral Agent.

“Agent Affiliates” has the meaning set forth in Section 10.01(b)(iii).

“Aggregate Amounts Due” has the meaning set forth in Section 2.17.

“Aggregate Payments” has the meaning set forth in Section 7.02(b).

“Agreement” means this Credit and Guaranty Agreement, dated as of April 29, 2019, as it may be
amended, restated, supplemented or otherwise modified from time to time.

“Agreement Currency” has the meaning set forth in Section 10.25.

“Alternate Currency LIBO Rate” has the meaning set forth in the definition of “Eurocurrency Rate”.

“AML Laws” means all laws, rules, and regulations of the United States applicable to the Borrowers or
the Borrowers’ Subsidiaries from time to time concerning or relating to anti-money laundering.

“Ancillary Commitment” means, in relation to the Ancillary Lender and the Existing ABN Letters of
Credit, the Euro Equivalent of the maximum amount of Approved Currency or other currency freely
exchangeable into Euro and agreed to by the Ancillary Lender from time to time and notified to the
Administrative Agent in writing, which amount shall not exceed the Ancillary Lender’s European
Revolving Commitment.

“Ancillary Facility” means the Ancillary Facility (as defined in the Existing Credit Agreement as in effect
immediately prior to the Closing Date) between the Ancillary Lender and the European Borrower which
was made available by the Ancillary Lender under the Existing Credit Agreement.

“Ancillary Lender” means ABN AMRO Bank N.V. or one or more of its Affiliates.

“Applicable Margin” means (i) with respect to Base Rate Loans and Canadian Prime Rate Loans, (a) from
the Closing Date until the date of delivery of the Compliance Certificate and the financial statements for
the Fiscal Quarter during which the Closing Date occurs, 0.375% per annum and (b) thereafter, a
percentage, per annum, determined by reference to the more favorable to the applicable Borrower of the
Net Leverage Ratio in effect from time to time as set forth below and the Public Debt Rating in effect
from time to time as set forth below, in each case subject to the Pricing Level Adjustment, (ii) with respect
to Eurocurrency Rate Loans, (a) from the Closing Date until the date of delivery of the Compliance
Certificate and the financial statements for the Fiscal

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Quarter during which the Closing Date occurs, 1.375% per annum and (b) thereafter, a percentage, per
annum, determined by reference to the more favorable to the applicable Borrower of the Net Leverage
Ratio in effect from time to time as set forth below and the Public Debt Rating in effect from time to time
as set forth below, in each case subject to the Pricing Level Adjustment; provided that, commencing on
the First Amendment Effective Date and thereafter until the termination of the Covenant Relief Period
(including the date of such termination), the Applicable Margin for any Loan shall mean percentage, per
annum, as set forth in the grid below plus 0.25%:

Applicable
Margin for
Base Rate
Applicable Loans and
Public Margin for Canadian
Pricing Debt Eurocurrency Prime Rate
Level Net Leverage Ratio Ratings Rate Loans Loans
I ≤ 1.00:1.00 BBB+ /
1.125% 0.125%
Baa1
II ≤ 2.00:1.00 BBB /
Baa2 1.250% 0.250%
> 1.00:1.00
III ≤ 3.00:1.00 BBB- /
Baa3 1.375% 0.375%
> 2.00:1.00
IV ≤ 4.00:1.00 BB+ / Ba1
1.500% 0.500%
> 3.00:1.00
V > 4.00:1.00 BB / Ba2 1.750% 0.750%

Changes in the Applicable Margin shall be effective on and after the date on which, as applicable, the
Administrative Agent has received the applicable financial statements and a Compliance Certificate
pursuant to Section 5.08(a) or (b) calculating the Net Leverage Ratio and/or the date on which the U.S.
Borrower has delivered notice to the Administrative Agent of any publicly-announced change in the
Public Debt Rating by S&P or Moody’s. Promptly following receipt of the applicable information under
Section 5.08(a) or (b), the Administrative Agent shall give each Lender electronic or telefacsimile notice
of the Applicable Margin for the applicable Loans in effect from such date. In the event that any financial
statement or certificate delivered pursuant to Section 5.08(a) or (b) is shown to be inaccurate, and such
inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any Loan, as
applicable, for any period (an “Applicable Period”) than the Applicable Margin for such Loans, applied
for such Applicable Period, then (i) the Borrower Representative shall immediately deliver to the
Administrative Agent a correct certificate required by Section 5.08(a) or (b) for such Applicable Period,
(ii) the Applicable Margin for such Loans, as applicable, shall be recalculated with the Net Leverage Ratio
and Public Debt Ratings at the corrected level and (iii) each applicable Borrower shall immediately
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pay to the Administrative Agent the accrued additional interest owing as a result of such increased
Applicable Margin for such Loans, as applicable, for such Applicable Period. Nothing in this definition
shall limit the right of the Administrative Agent or any Lender under Section 2.10 or Article VIII and the
provisions of this definition shall survive the termination of this Agreement.

“Applicable Period” has the meaning set forth in the definition of “Applicable Margin”.

“Applicable Reserve Requirement” means, at any time, for any Eurocurrency Rate Loan, the maximum
rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental,
emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency
liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the
Board of Governors or other applicable banking regulator. The rate of interest on Eurocurrency Rate
Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable
Reserve Requirement.

“Applicable Revolving Commitment Fee Percentage” means (a) from the Closing Date until the date of
delivery of the Compliance Certificate and the financial statements for the Fiscal Quarter during which the
Closing Date occurs, 0.20% per annum, and (b) thereafter, a percentage, per annum, determined by
reference to the more favorable to the applicable Borrower of the Net Leverage Ratio in effect from time
to time as set forth below and the Public Debt Rating in effect from time to time as set forth below, subject
to the Pricing Level Adjustment:
Public Debt
Net Leverage Ratings
Pricing Level Ratio Commitment Fee
I ≤ 1.00:1.00 BBB+ / Baa1 0.125%
II ≤ 2.00:1.00 BBB / Baa2
0.150%
> 1.00:1.00
III ≤ 3.00:1.00 BBB- / Baa3
0.200%
> 2.00:1.00
IV ≤ 4.00:1.00 BB+ / Ba1
0.250%
> 3.00:1.00
V > 4.00:1.00 BB / Ba2 0.300%

Changes in the Applicable Revolving Commitment Fee Percentage shall be effective on and after the date
on which, as applicable, the Administrative Agent has received the applicable financial statements and a
Compliance Certificate pursuant to Section 5.08(a) or (b) calculating the Net Leverage Ratio and/or the
date on which the U.S. Borrower has delivered notice to the Administrative Agent of any publicly-
announced change in the Public Debt Rating by S&P or Moody’s. Promptly following receipt of the
applicable information under Section 5.08(a) or (b), the Administrative Agent shall give each Lender
electronic or telefacsimile notice of the Applicable Revolving Commitment Fee Percentage in effect from
such date. In the event that any financial statement or certificate delivered pursuant to Section 5.08(a) or
(b) is shown to be
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inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable
Revolving Commitment Fee Percentage for any Applicable Period than the Applicable Revolving
Commitment Fee Percentage applied for such Applicable Period, then (i) the Borrower Representative
shall immediately deliver to the Administrative Agent a correct certificate required by Section 5.08(a) or
(b) for such Applicable Period, (ii) the Applicable Revolving Commitment Fee Percentage shall be
recalculated with the Net Leverage Ratio and Public Debt Ratings at the corrected level and (iii) each
applicable Borrower shall immediately pay to the Administrative Agent the accrued additional fees owing
as a result of such increased Applicable Revolving Commitment Fee Percentage for such Applicable
Period. Nothing in this definition shall limit the right of the Administrative Agent or any Lender under
Section 2.10 or Article VIII and the provisions of this definition shall survive the termination of this
Agreement.

“Approved Currency” means each of Dollars, Euros, Canadian Dollars, Hong Kong Dollars or any Other
Foreign Currency.

“Approved Electronic Communications” means any notice, demand, communication, information,

document or other material that any Loan Party provides to the Administrative Agent pursuant to any
Loan Document or the transactions contemplated therein which is distributed to Agents or to Lenders by
means of electronic communications pursuant to Section 10.01(b).

“Approved Issuing Currency” has the meaning set forth in Section 1.06.

“Arrangers” means Barclays, Citibank, N.A., MLPFS, RBCCM and JPMorgan each in its capacity as a
joint lead arranger.

“Assignment Agreement” means an assignment agreement in the form agreed to by the Administrative
Agent and the Lenders on the Closing Date, with such amendments or modifications solely to reflect
market practice as may be approved in writing by the Administrative Agent.

“Assignment Effective Date” has the meaning set forth in Section 10.06(b).

“Australian Dollars” means the lawful currency of Australia.

“Authorized Officer” means, as applied to any Person, the chairman of the board (if an officer), principal
executive officer, president or any corporate vice president (or the equivalent thereof), Financial Officer,
principal accounting officer or any director of such Person. Unless otherwise specified, an Authorized
Officer shall refer to an Authorized Officer of the Borrower Representative.

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

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of
Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the
implementing law, regulation rule or requirement for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United

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Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other
law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing
banks, investment firms or other financial institutions or their affiliates (other than through liquidation,
administration or other insolvency proceedings).

“Bank Guarantee” means a direct guarantee issued for the account of any Foreign Subsidiary pursuant to
this Agreement by an Issuing Bank, in form acceptable to such Issuing Bank, ensuring that a liability of
such Subsidiary acceptable to such Issuing Bank and owing to a third party will be met.
“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter
in effect, or any successor statute.

“Barclays” has the meaning specified in the preamble hereto.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (x) the rate last quoted by The
Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote
such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve
Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no
longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any
similar release by the Federal Reserve Board (as determined by the Administrative Agent) (the “Prime
Rate”), (y) the Federal Funds Effective Rate plus ½ of 1.0% and (z) the one-month reserve Eurocurrency
Rate plus 1.0%. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Eurocurrency Rate shall be effective on the effective day of such change in the Prime
Rate, the Federal Funds Effective Rate or the Eurocurrency Rate, respectively.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act) as required by the Beneficial Ownership Regulation.

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

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

“Board of Directors” means, with respect to any Person, the board of directors, the board of managers or
similar governing body of such Person, or if such Person is owned and/or managed by a single entity, the
board of directors or similar governing body of such entity.

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“Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any
successor thereto.

“Bookrunners” means each of Barclays, Citi, MLPFS, JPMorgan and RBCCM, each in its capacity as a
joint lead bookrunner.

“Borrower Representative” means the U.S. Borrower in its capacity as representative of the other
Borrowers as set forth in Section 2.25.

“Borrowers” means the Persons identified as the “Borrowers” in the preamble hereto.

“Borrowing Notice” means a notice substantially in the form of Exhibit A-1.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks
are authorized to close under the laws of, or are in fact closed in, the state where the Administrative
Agent’s Principal Office with respect to the Obligations denominated in Dollars is located and:
(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in
Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such
Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in
respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars
are conducted by and between banks in the London interbank eurodollar market;
(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in
Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency
Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any
such Eurocurrency Rate Loan, means any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer which utilizes a single shared platform and which was launched on 19
November 2007 (TARGET 2) payment system (or, if such payment system ceases to be operative, such
other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is
open for the settlement of payments in Euro;
(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in
Hong Kong Dollars, any fundings, disbursements, settlements and payments in Hong Kong Dollars in
respect of any such Eurocurrency Rate Loan, or any other dealing in Hong Kong Dollars to be carried out
pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which
dealings in deposits in Hong Kong Dollars are conducted by and between banks in the Hong Kong
interbank market;
(d) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a
currency other than Dollars, Euro or Hong Kong Dollars, means any such day on which dealings in
deposits in the relevant currency are conducted by and between banks in the London or other applicable
offshore interbank market for such currency;
(e) if such day relates to any fundings, disbursements, settlements and payments in a currency
other than Dollars, Euro or Hong Kong Dollars in respect of a Eurocurrency Rate Loan

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denominated in a currency other than Dollars, Euro or Hong Kong Dollars, or any other dealings in any
currency other than Dollars, Euro or Hong Kong Dollars to be carried out pursuant to this Agreement in
respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on
which banks are open for foreign exchange business in the principal financial center of the country of
such currency;

(f) if such day relates to any interest rate settings, funding, disbursement, settlements and
payments in Canadian Dollars, means any day other than a Saturday, Sunday or other day on which
commercial banks in Toronto, Ontario are authorized or required by law to close; and

(g) if such day relates to any interest rate settings, funding, disbursement, settlements and
payments in Hong Kong Dollars, means any day other than a Saturday, Sunday or other day on which
commercial banks in Hong Kong are authorized or required by law to close.

“Canadian Dollars” and “CAD $” means the lawful money of Canada.

“Canadian Issuing Bank” means an Issuing Bank that has agreed to issue Canadian Letters of Credit.

“Canadian Letter of Credit” means any commercial or standby letter of credit issued or to be issued by an
Issuing Bank for the account of the U.S. Borrower or any of its Subsidiaries pursuant to Section 2.04(a)
(iii) of this Agreement, and any letter of credit issued and outstanding as of the Closing Date and
designated by the Borrower Representative as a “Canadian Letter of Credit” pursuant to a written notice
delivered to the Administrative Agent on or prior to the Closing Date; provided that the issuer thereof is a
Revolving Lender hereunder. Each such letter of credit so designated shall be deemed to constitute a
Canadian Letter of Credit and a Letter of Credit issued hereunder on the Closing Date for all purposes
under this Agreement and the other Loan Documents.

“Canadian Letter of Credit Sublimit” means (a) the lesser of (i) CAD $10,000,000 and (ii) the aggregate
unused amount of the Canadian Revolving Commitments then in effect and (b) as to any Issuing Bank (i)
listed on Schedule 2.04(b), an amount equal to the amount set forth opposite such Issuing Bank’s name
under the column “Canadian Letter of Credit Sublimit” on Schedule 2.04(b) (provided that such Issuing
Bank may, in its sole discretion, agree to issue Canadian Letters of Credit in excess of such amount) and
(ii) not listed on Schedule 2.04(b), an amount agreed by such Issuing Bank in its sole discretion.

“Canadian Letter of Credit Usage” means, as at any date of determination, the sum of (i) the Foreign
Currency Equivalent of the maximum aggregate amount which is, or at any time thereafter may become,
available for drawing under all Canadian Letters of Credit then outstanding, and (ii) the Foreign Currency
Equivalent of the aggregate amount of all drawings under Canadian Letters of Credit honored by the
Issuing Bank and not theretofore reimbursed by or on behalf of the U.S. Borrower.

“Canadian Prime Rate” means, at any time, the greater of (i) the rate of interest per annum which Royal
Bank establishes at its main office in Toronto, Ontario as the reference rate of interest in order to
determine interest rates for loans in Canadian Dollars to its Canadian borrowers, adjusted

A-9
automatically with each quoted or published change in such rate, all without the necessity of any notice to
the U.S. Borrower or any other Person and (ii) the average of the rates per annum for Canadian Dollar
bankers’ acceptances having a term of one month that appears on the display referred to as “CDOR Page”
of Reuters Monitor Money Rate Services as of 10:00 a.m. (Toronto time) on the date of determination, as
reported by the Administrative Agent (and if such screen is not available, any successor or similar service
as may be selected by the Administrative Agent); provided, however, that the Canadian Prime Rate shall
not be less than 0.00% per annum.

“Canadian Prime Rate Loans” means Loans for which the applicable rate of interest is based upon the
Canadian Prime Rate.

“Canadian Refunded Swing Line Loans” has the meaning set forth in Section 2.03(b)(iv).

“Canadian Revolving Commitment” means the commitment of a Lender to make or otherwise fund any
Canadian Revolving Loan and to acquire participations in Canadian Letters of Credit and Swing Line
Loans hereunder and “Canadian Revolving Commitments” means such Commitments of all Lenders in
the aggregate. The amount of each Lender’s Canadian Revolving Commitment, if any, is set forth on
Schedule 2.02 or in the applicable Assignment Agreement or Joinder Agreement, as applicable, subject to
any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the
Canadian Revolving Commitments as of the Closing Date is CAD $70,000,000.

“Canadian Revolving Commitment Period” means the period from and including the Closing Date to but
excluding the Canadian Revolving Commitment Termination Date.

“Canadian Revolving Commitment Termination Date” means the earliest to occur of (i) the fifth
anniversary of the Closing Date, which date is April 29, 2024, (ii) the date such Canadian Revolving
Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14 and (iii) the date of the
termination of such Canadian Revolving Commitments pursuant to Section 8.01; provided, that if any of
the Canadian Revolving Commitments are extended pursuant to Section 2.26, the Canadian Revolving
Commitment Termination Date relating to such extended Canadian Revolving Commitments will be
extended pursuant to Section 2.26.

“Canadian Revolving Exposure” means, with respect to any Lender as of any date of determination, (i)
prior to the termination of such Lender’s Canadian Revolving Commitments, that Lender’s Canadian
Revolving Commitment; and (ii) after the termination of such Lender’s Canadian Revolving
Commitments, the sum of (a) the Foreign Currency Equivalent of the aggregate outstanding principal
amount of the Canadian Revolving Loans of that Lender, (b) in the case of an Issuing Bank, the Foreign
Currency Equivalent of the aggregate Canadian Letter of Credit Usage in respect of all Canadian Letters
of Credit issued by such Issuing Bank (net of any participations by Lenders in such Canadian Letters of
Credit), (c) the Foreign Currency Equivalent of the aggregate amount of all participations by that Lender
in any outstanding Canadian Letters of Credit or any unreimbursed drawing under any Canadian Letter of
Credit, (d) in the case of the Canadian Swing Line Lender, the aggregate outstanding principal amount of
all Canadian Swing Line Loans (net of any participations therein by other Lenders) and (e) the aggregate
amount of all participations therein by that Lender in any outstanding Canadian Swing Line Loans.

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“Canadian Revolving Loan” means Loans made by a Lender in respect of its Canadian Revolving
Commitment to the U.S. Borrower pursuant to Section 2.02(c) and/or Section 2.24.

“Canadian Swing Line Lender” means Royal Bank of Canada in its capacity as the Canadian Swing Line
Lender hereunder, together with its permitted successors and assigns in such capacity.

“Canadian Swing Line Loan” means a Loan made by the Canadian Swing Line Lender to the U.S.
Borrower pursuant to Section 2.03(a)(iii).

“Canadian Swing Line Sublimit” means the lesser of (i) CAD $25,000,000 and (ii) the aggregate unused
amount of Canadian Revolving Commitments then in effect.

“Cash Collateralize” means either (a) the delivery of cash to the Collateral Agent as security for the
payment of Obligations in respect of Letters of Credit in an amount equal to 102.0% of the aggregate face
amount of such outstanding Letters of Credit or (b) the delivery to the applicable Issuing Bank of a
customary back-to-back letter of credit in an amount equal to 102.0% of the aggregate face amount of the
outstanding Letters of Credit issued by such Issuing Bank. “Cash Collateralization” has a correlative
meaning.

“Cash Management Agreement” means any agreement or arrangement to provide treasury, depository,
overdraft, credit or debit card, purchase card, electronic funds transfer (including automated clearinghouse
transfer services) and other cash management services entered into with a Lender Counterparty.

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

“Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit D.

“Change of Control” means (i) the U.S. Borrower ceases to own, directly or indirectly, 100% of the
Equity Interests of the European Borrower or Hong Kong Borrower, (ii) an event or series of events by
which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act,
but excluding any Employee Benefit Plan of such person or its subsidiaries, and any person or entity
acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) (a) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,
of more than 35.0% of the then-outstanding shares of capital stock or equivalent interests of the U.S.
Borrower the holders of which are ordinarily, in the absence of contingencies, entitled to vote for
members of the Board of Directors or equivalent governing body of the U.S. Borrower on a fully diluted
basis, even though the right to so vote has been suspended by the happening of such a contingency (the
“Voting Stock”) or (b) obtains the power (whether or not exercised) to elect a majority of the members of
the Board of Directors of the U.S. Borrower or (iii) the majority of the seats (other than vacant seats) on
the Board of Directors of the U.S. Borrower cease to be occupied by Continuing Directors.
Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control under
clause (ii) above, if (x) the U.S. Borrower becomes a direct or indirect Wholly-Owned Subsidiary of
another Person (a “Parent Entity”) and (y)(1) the direct or indirect holders of the Voting Stock of such
Parent Entity immediately following that transaction are substantially the same as the holders of the
Voting Stock of the U.S. Borrower outstanding immediately prior to such transaction or (2) immediately

A-11
after giving effect to such transaction no “person” or “group” (other than a Person satisfying the
requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 35.0% of the
Voting Stock of such Parent Entity.

“Citi” has the meaning specified in the preamble hereto.

“CKI Trust” means the trust established pursuant to the Delaware Business Trust Act, as amended, and the
CKI Trust Agreement.

“CKI Trust Agreement” means the Trust Agreement, dated as of March 14, 1994, between CKI and
Wilmington Trust Company, relating to the CKI Trust, and the other agreements related thereto.

“Class” means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having
Tranche A Term Loan Exposure, (b) Lenders having U.S. Revolving Exposure (including the U.S. Swing
Line Lender), (c) Lenders having European Revolving Exposure (including the European Swing Line
Lender), (d) Lenders having Canadian Revolving Exposure (including the Canadian Swing Line Lender),
(e) Lenders having Hong Kong Revolving Exposure and (f) Lenders having Incremental Term Loan
Exposure of each applicable Series, and (ii) with respect to Loans, each of the following classes of Loans:
(a) Tranche A Dollar Term Loans, (b) U.S. Revolving Loans (including U.S. Swing Line Loans), (c)
Tranche A Euro Term Loans (d) European Revolving Loans (including European Swing Line Loans), (e)
Canadian Revolving Loans (including Canadian Swing Line Loans), (f) Hong Kong Revolving Loans and
(g) each Series of Incremental Term Loans.

“Closing Date” means the first date all the conditions precedent in Section 3.01 are satisfied (or waived in
accordance with Section 10.05), which date is April 29, 2019.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit E-1.

“Collateral” has the meaning set forth in the Pledge and Security Agreement.

“Collateral Agent” has the meaning set forth in Section 9.01 and shall include any permitted successors
and assigns.

“Commitment” means any Revolving Commitment or Term Loan Commitment.

“Commodity Agreement” means any and all commodity swap agreements, cap agreements, collar
agreements, floor agreements, exchange agreements, forward contracts, option contracts or other similar
agreement or arrangement, each of which is for the purpose of hedging the commodity exposure
associated with the operations of the Group and not for speculative purposes.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended
from time to time, and any successor statute.

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

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“Consenting Lender” has the meaning set forth in Section 2.26(c).

“Consolidated Cash Interest Expense” means, for any period, total interest expense payable in cash in
such period (including that portion attributable to Finance Leases in accordance with GAAP) of the Group
on a consolidated basis with respect to all outstanding Indebtedness of the Group (net of cash interest
income), excluding, however, any one time financing fees (to the extent included in such Person’s
consolidated interest expense for such period).

“Consolidated EBITDA” means, for any period, for the U.S. Borrower and its Subsidiaries on a
consolidated basis, an amount equal to Consolidated Net Income for such period plus

(a) the following (without duplication) to the extent deducted in calculating such Consolidated Net
Income for such period: (i) consolidated interest expense for such period; (ii) provisions for taxes based
on income, profits or capital; (iii) depreciation and amortization expense for such period; (iv) all non-cash
expenses, losses or charges for such period (other than any such non-cash expenses, losses or charges that
represent an accrual or reserve for future cash expenses, losses or charges), including, without limitation,
non-cash stock based compensation expenses for such period and non-cash expenses, losses or charges for
such period in connection with (A) goodwill and intangibles impairment losses under ASC 350, (B)
unrealized losses resulting from mark-to-market accounting in respect of Hedge Agreements and Treasury
Transactions, (C) unrealized losses on equity investments and (D) the pension or postretirement plans of
the U.S. Borrower and its Subsidiaries; (v) in connection with any Qualifying Acquisition, all non-
recurring restructuring costs, facilities relocation costs, acquisition integration costs and fees, including
cash severance payments, and non-recurring fees and expenses, in each case incurred during such period
in connection with such Qualifying Acquisition and within twelve (12) months of the completion of such
Qualifying Acquisition; provided that the amount added back to Consolidated Net Income pursuant to this
clause (v) in respect of any such costs, fees, payments and expenses incurred to be paid in cash in
connection with all such Qualifying Acquisitions shall not exceed 15% of Consolidated EBITDA
(calculated before giving effect to this clause (v) in the aggregate for any period of four Fiscal Quarters of
the U.S. Borrower); and (vi) any non-recurring expenses, charges or losses; minus

(b) the following (without duplication) to the extent included in calculating such Consolidated Net
Income: (i) any non-recurring gains (less all fees and expenses related thereto); and (ii) all non-cash
income or gains for such period including, without limitation, gains in connection with (A) unrealized
gains resulting from mark-to-market accounting in respect of Hedge Agreements and Treasury
Transactions, (B) unrealized gains on equity investments and (C) unrealized gains in connection with the
pension or postretirement plans of the U.S. Borrower and its Subsidiaries.

In addition, in the event that the U.S. Borrower or any of its Subsidiaries, during the relevant period,
consummated an acquisition or disposition of property involving the payment or receipt of consideration
by the U.S. Borrower or any of its Subsidiaries in excess of $200,000,000, Consolidated EBITDA will be
determined giving pro forma effect to such acquisition or disposition as if such acquisition or disposition
and any related incurrence or repayment of

A-13
Indebtedness had occurred on the first day of the relevant period, but shall not take into account any cost
savings projected to be realized as a result of such acquisition or disposition.

Notwithstanding anything to the contrary in this definition of “Consolidated EBITDA”, unless the
Covenant Relief Period is terminated in accordance with clause (ii) of the definition thereof, (i)
Consolidated EBITDA for the four Fiscal Quarter period ending on the last day of the U.S. Borrower’s
second Fiscal Quarter in its 2021 Fiscal Year shall be deemed to be the Consolidated EBITDA for the
Fiscal Quarter then ending multiplied by 4, (ii) Consolidated EBITDA for the four Fiscal Quarter period
ending on the last day of the U.S. Borrower’s third Fiscal Quarter in its 2021 Fiscal Year shall be deemed
to be the Consolidated EBITDA for the two Fiscal Quarters then ending multiplied by 2 and (iii)
Consolidated EBITDA for the four Fiscal Quarter period ending on the last day of the U.S. Borrower’s
2021 Fiscal Year shall be deemed to be the Consolidated EBITDA for the three Fiscal Quarters then
ending multiplied by 4/3.

“Consolidated Net Income” means, for any period, the net income (or loss) of the Group on a consolidated
basis for such period taken as a single accounting period determined in conformity with GAAP.

“Consolidated Net Worth” means, as of any date of determination, the consolidated stockholders’ equity
of the U.S. Borrower and its Subsidiaries (including all redeemable common stock) calculated on a
consolidated basis in accordance with GAAP

“Consolidated Total Assets” means, as of any date of determination, the total assets of the Group,
determined in accordance with GAAP, as set forth on the consolidated balance sheet of the U.S. Borrower
as of such date (which calculation shall give pro forma effect to any acquisition or disposition by any
Group Member, in each case involving the payment or receipt by any Group Member of consideration
(whether in the form of cash or non-cash consideration) in excess of $100,000,000 that has occurred since
the date of such consolidated balance sheet, as if such acquisition or disposition had occurred on the last
day of the fiscal period covered by such balance sheet).

“Consolidated Total Net Debt” means, as at any date of determination, (a) the aggregate stated balance
sheet amount of all Indebtedness of the Group (or, if higher, the par value or stated face amount of all such
Indebtedness (other than zero-coupon Indebtedness)), determined on a consolidated basis in accordance
with GAAP, exclusive of any Contingent Liability in respect of any letter of credit, plus (b) to the extent
not included in clause (a), any Indebtedness relating to securitization of receivables generated by the
Group (whether or not such Indebtedness is on the balance sheet of the Group), minus (c) Unrestricted
Cash of the Group as of such date, in an aggregate amount not to exceed $350,000,000.

“Contingent Liability” means any agreement, undertaking or arrangement by which any Person
guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement,
contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by
endorsements of instruments in the course of collection). The amount of any Person’s obligation under
any Contingent Liability shall (subject to any limitation with respect

A-14
thereto) be deemed to be the outstanding principal amount of the debt, obligation or other liability
guaranteed thereby.

“Continuing Directors” means individuals who on the Closing Date constituted the Board of Directors of
the U.S. Borrower (together with any new directors whose election by such Board of Directors or whose
nomination for election by the stockholders of the U.S. Borrower was approved by a vote of a majority of
the directors of the U.S. Borrower then still in office who were either directors on the Closing Date or
whose election or nomination for election was previously so approved).

“Contractual Obligation” means, as applied to any Person, any provision of any security issued by that
Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument
to which that Person is a party or by which it or any of its properties is bound or to which it or any of its
properties is subject.

“Contributing Guarantors” has the meaning set forth in Section 7.02(b).

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may
be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of

Exhibit A-2.

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit F delivered
by a Loan Party pursuant to Section 5.10.

“Covenant Relief Period” means the period commencing on the First Amendment Effective Date and
ending on the earlier of (i) the date on which the Administrative Agent receives from the Borrower
Representative the Compliance Certificate in respect of the U.S. Borrower’s second Fiscal Quarter in its
2021 Fiscal Year and (ii) the date that the Administrative Agent receives a Covenant Relief Period
Termination Notice from the Borrower Representative.

“Covenant Relief Period Termination Notice” means a certificate of an Authorized Officer of the
Borrower Representative that is delivered to the Administrative Agent at the end of a Fiscal Quarter or a
Fiscal Year with the delivery of applicable financial statements and the Compliance Certificate as per
Section 5.08 (x) stating that the Borrower Representative irrevocably elects to terminate the Covenant
Relief Period effective as of the date on which the Administrative Agent receives such Covenant Relief
Period Termination Notice, and (y) certifying that the Borrower Representative is in compliance with the
financial covenants in Section 6.04(a) and Section 6.04(b) (in each case, without the carve out applicable
for Covenant Relief Period) as of the most recent four-Fiscal-Quarter period, and setting forth in
reasonable detail the computations necessary to determine such compliance.

“Covenant Transaction” has the meaning set forth in Section 1.04(c).

“Credit Date” means the date of a Credit Extension.

A-15
“Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

“Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract,
option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose
of hedging the foreign currency risk of the Group and not for speculative purposes.

“Current Anniversary Date” has the meaning set forth in Section 2.26(a).

“Debtor Relief Law” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
examinership, reorganization or similar debtor relief laws of the United States or other Relevant
Jurisdiction from time to time in effect and affecting the rights of creditors generally.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event
of Default.

“Default Rate” has the meaning set forth in Section 2.10.

“Defaulting Lender” means any Lender that has (a) failed to fund any portion of its Revolving
Commitment within three Business Days of the date required to be funded by it hereunder, unless, in the
case of this clause (a), such Lender notifies the Administrative Agent in writing prior to the applicable
required funding date that such failure is the result of such Lender’s good faith determination that a
condition precedent to funding (specifically identified and including the particular default, if any) has not
been satisfied, (b) notified the Borrower Representative, the Administrative Agent or any Lender in
writing, or has otherwise indicated through a public statement, that it does not intend to comply with its
funding obligations hereunder and generally under agreements in which it commits to extend credit, (c)
failed, within three Business Days after receipt of a written request from the Administrative Agent, to
confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective
Revolving Commitments, (d) otherwise failed to pay over to the Administrative Agent or any other
Lender any other amount required to be paid by it hereunder within three Business Days of the date when
due, unless the subject of a good faith dispute, (e) become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, custodian, administrator, examiner, liquidator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of
or acquiescence in any such proceeding or appointment or has a parent company that has become the
subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, custodian,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization or
liquidation of its business appointed for it, or has taken any action in furtherance of, or indicating its
consent to, approval of or acquiescence in any such proceeding or appointment or (f) become the subject
of a Bail-In Action; provided that a Lender shall not qualify as a Defaulting Lender solely as a result of
the acquisition or maintenance of an ownership interest in such Lender or its parent company, or of the
exercise of control over such Lender or any Person controlling such Lender, by a Governmental Authority
or instrumentality thereof; provided that if the Borrower Representative, the Administrative Agent, the
applicable Swing Line Lender and the applicable Issuing Bank agree in writing in their sole discretion that
a Defaulting Lender

A-16
should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties
hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any Cash Collateralization of Letters of Credit
and/or Swing Line Loans), that Lender will, to the extent applicable, purchase that portion of outstanding
Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be
necessary to cause the obligations of the Swing Line Lender and/or the Issuing Bank and the funded and
unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the
Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.22), whereupon that
Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with
respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a
Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the
affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release
of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

“Defaulting Revolving Lender” has the meaning set forth in Section 2.22.

“Determination Date” has the meaning set forth in Section 2.26(b).

“Documentation Agents” means JPMorgan, Royal Bank of Canada, MUFG Bank, Ltd., U.S. Bank
National Association and Wells Fargo Bank, National Association, together with their permitted
successors and assigns in such capacity.

“Dollar Equivalent” means, with respect to an amount denominated in Dollars, such amount, and with
respect to an amount denominated in any other Approved Currency, the equivalent in Dollars of such
amount determined at the Exchange Rate on the applicable Valuation Date.

“Dollars” or “$” mean the lawful money of the United States of America.

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

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

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

“Eligible Assignee” means any Person other than a natural Person that is (i) a Lender, an Affiliate of any
Lender or a Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for
all purposes hereof), or (ii) a commercial bank, insurance company, investment or

A-17
mutual fund, European Credit Management Limited (ECM) programs or other entity that is an “accredited
investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in
the ordinary course of business; provided, that neither any Loan Party nor any Affiliate thereof, nor any
Defaulting Lender, shall be an Eligible Assignee.

“Eligible Lenders” has the meaning set forth in Section 2.26(d).

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which
is or was sponsored, maintained or contributed to by, or required to be contributed by, the Group or any of
their respective ERISA Affiliates or with respect to which the Group or any of their respective ERISA
Affiliates has or would reasonably be expected to have liability, contingent or otherwise, under ERISA.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit,
proceeding, demand, abatement order or other order, decree or directive (conditional or otherwise) by any
Governmental Authority or any other Person, arising (i) pursuant to any Environmental Law, (ii) in
connection with any actual or alleged violation of, or liability pursuant to, any Environmental Law, (iii) in
connection with any Hazardous Material, including the presence or Release of, or exposure to, any
Hazardous Materials and any abatement, removal, remedial, corrective or other response action related to
Hazardous Materials or (iv) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

“Environmental Laws” means any and all current or future foreign or domestic, federal, state or local laws
(including any common law), statutes, ordinances, orders, rules, regulations, judgments or any other
requirements of Governmental Authorities relating to or imposing liability or standards of conduct with
respect to (i) environmental matters, (ii) the generation, use, storage, transportation or disposal of, or
exposure to, Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use or
the protection of human, plant or animal health or welfare, in any manner applicable to any Group
Member or any Facility.

“Equity Interests” means any and all shares, interests, participations or other equivalents (however
designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other
than a corporation), including partnership interests and membership interests, and any and all warrants,
rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and
regulations promulgated thereunder and any successor thereto.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled
group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that
Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group
of trades or businesses under common control within the meaning of Section 414(c) of the Internal
Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group
within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any
corporation described in clause (i) above or any trade or

A-18
business described in clause (ii) above is a member. Any former ERISA Affiliate of any Group Member
shall continue to be considered an ERISA Affiliate of such Group Member within the meaning of this
definition with respect to the period such entity was an ERISA Affiliate of such Group Member and with
respect to liabilities arising after such period for which such Group Member could be liable under the
Internal Revenue Code or ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the
regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision
for 30-day notice to the PBGC has been waived by a regulation in effect as of the date hereof); (ii) the
failure to meet the minimum funding standard of Section 412 or 430 of the Internal Revenue Code or
Section 302 or 303 of ERISA with respect to any Pension Plan (whether or not waived in accordance with
Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA) or the failure to make by its due
date a required installment under Section 430(j) of the Internal Revenue Code with respect to any Pension
Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) a determination by the
Pension Plan’s actuary that any Pension Plan is, or is expected to be, in “at risk” status (as defined in
Section 430 of the Internal Revenue Code or Section 303 of ERISA); (iv) the provision by the
administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to
terminate such plan in a distress termination described in Section 4041(c) of ERISA; (v) a determination
under and in accordance with said sections that any Multiemployer Plan is, or is expected to be, in
“critical” or “endangered” status under Section 432 of the Internal Revenue Code or Section 305 of
ERISA; (vi) the withdrawal by any Group Member or any of its ERISA Affiliates from any Pension Plan
with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability
to any Group Member or any of its Affiliates pursuant to Section 4063 or 4064 of ERISA; (vii) the
institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or
condition which is reasonably likely to constitute grounds under ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (viii) the imposition of liability on any Group
Member or any of its ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the
application of Section 4212(c) of ERISA; (ix) the withdrawal of any Group Member or any of its ERISA
Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA)
from any Multiemployer Plan, or the receipt by any Group Member or any of its ERISA Affiliates of
notice from any Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA, or that it
intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (x) the imposition of a
Lien pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA or a violation
of Section 436 of the Internal Revenue Code with respect to any Pension Plan; (xi) the occurrence of any
Foreign Plan Event or (xii) any other event or condition with respect to an Employee Benefit Plan with
respect to which any Group Member is likely to incur liability other than in the ordinary course.

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

“EURIBO Rate” has the meaning set forth in the definition of “Eurocurrency Rate”.

A-19
“Euro” or “€” means the single currency of the European Union as constituted by the Treaty on European
Union and as referred to in the legislative measures of the European Union for the introduction of,
changeover to or operation of the Euro in one or more member states, being in part legislative measures to
implement the European and Monetary Union as contemplated in the Treaty on European Union.

“Euro Overnight Index Average Rate” means, for any day, with respect to any Swing Line Loan
denominated in Euros, a rate per annum (rounded upwards, if necessary to the next 1/100 of 1%) equal to
the overnight rate for Euro deposits as calculated by the European Central Bank and published the day
following the transaction at 12:00 noon (CET/Paris 13 time) by the Federation of Banks of the European
Union, plus the Applicable Margin used to determine interest on Eurocurrency Revolving Loans. The
Euro Overnight Index Average Rate shall be determined for each day by the Administrative Agent and
such determination shall be conclusive absent manifest error; provided that if such rate shall be less than
zero, such rate shall be deemed to be zero for all purposes of this Agreement.

“Euro Overnight Index Average Rate Loan” means a Swing Line Loan denominated in Euros which bears
interest at the Euro Overnight Index Average Rate.

“Euro Equivalent” means, with respect to an amount denominated in Euros, such amount, and with
respect to an amount denominated in any Approved Currency (other than Euros) or Approved Issuing
Currency, the equivalent in Euros of such amount determined at the Exchange Rate on the applicable
Valuation Date. In making the determination of the Euro Equivalent for purposes of determining the
aggregate available European Revolving Commitments on any Credit Date, the Administrative Agent
shall use the Exchange Rate in effect at the date on which the European Borrower requests the extension
of credit for such Credit Date pursuant to the provisions of this Agreement.

“Eurocurrency Rate” means, for any Interest Period: (a) as to any Eurocurrency Rate Loan denominated in
Dollars, the rate per annum obtained by dividing (i) (A) the rate per annum determined by the
Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which
displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such
page currently being the LIBOR01 page) (the “U.S. LIBO Rate”) for deposits (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of
approximately 11:00 a.m. (London, England time), two Business Days prior to the commencement of
such Interest Period, or (B) in the event the rate referenced in the preceding clause (A) does not appear on
such page or service or if such page or service shall cease to be available, the rate determined by the
Administrative Agent to be the offered rate on such other page or other service which displays the U.S.
LIBO Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two
Business Days prior to the commencement of such Interest Period, by (ii) an amount equal to one minus
the Applicable Reserve Requirement; provided that if U.S. LIBO Rates are quoted under either of the
preceding clauses (A) or (B), but there is no such quotation for the Interest Period elected, the U.S. LIBO
Rate shall be equal to the Interpolated Rate, (b) as to any Eurocurrency Rate Loan denominated in Euros,
(i) the rate per annum determined by the Administrative Agent to be the

A-20
offered rate which appears on the page of the Reuters Screen which displays the European interbank
offered rate administered by the Banking Federation of the European Union (such page currently being the
EURIBOR01 page) (the “EURIBO Rate”) for deposits (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00
a.m. (Brussels, Belgium time), two Business Days prior to the commencement of such Interest Period, or
(ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if
such page or service shall cease to be available, the rate determined by the Administrative Agent to be the
offered rate on such other page or other service which displays the EURIBO Rate for deposits (for
delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars,
determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the
commencement of such Interest Period; provided that if EURIBO Rates are quoted under either of the
preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, the EURIBO
Rate shall be equal to the Interpolated Rate, (c) as to any Eurocurrency Rate Loan denominated in
Canadian Dollars, (i) the rate per annum determined by the Administrative Agent to be the offered rate
which appears on the page of the Reuters Screen which displays the Canadian Dollar Offered Rate (such
page currently being the CDOR page) (the “CDOR Rate”) for deposits (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period in Canadian Dollars, determined as of
approximately 11:00 a.m. (Toronto time), two Business Days prior to the commencement of such Interest
Period, or (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or
service or if such page or service shall cease to be available, the rate determined by the Administrative
Agent to be the offered rate on such other page or other service which displays the CDOR Rate for
deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest
Period in Canadian Dollars, determined as of approximately 11:00 a.m. (Toronto time) two Business Days
prior to the commencement of such Interest Period; provided that if CDOR Rates are quoted under either
of the preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, the CDOR
Rate shall be equal to the Interpolated Rate, (d) as to any Eurocurrency Rate Loan denominated in Hong
Kong Dollars, (i) the rate per annum determined by the Administrative Agent to be the offered rate which
appears on the page of the Reuters Screen which displays the Hong Kong interbank offered rate
administered by the Hong Kong Association of Banks (such page currently being the HKABHIBOR page)
(the “HIBO Rate”) for deposits (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period in Hong Kong Dollars, determined as of approximately 11:00 a.m.
(New York City time), two Business Days prior to the commencement of such Interest Period or (ii) in the
event the rate referenced in the preceding clause (i) does not appear on such page or service or if such
page or service shall cease to be available, the rate determined by the Administrative Agent to be the
offered rate on such other page or other service which displays the HIBO Rate for deposits (for delivery
on the first day of such Interest Period) with a term equivalent to such Interest Period in Hong Kong
Dollars, determined as of approximately 11:00 a.m. (New York City time) two Business Days prior to the
commencement of such Interest Period; provided that if HIBO Rates are quoted under either of the
preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, the HIBO Rate
shall be equal to the Interpolated Rate and (e) as to any Eurocurrency Rate Loan denominated in an Other
Foreign Currency, (i) the rate per annum determined by the Administrative Agent to be the offered rate
which appears on the page of the Reuters Screen which displays the London

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interbank offered rate administered by ICE Benchmark Administration Limited (the “Alternate Currency
LIBO Rate”) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period in such Other Foreign Currency, as applicable, determined as of approximately 11:00
a.m. (London, England time), two Business Days prior to the commencement of such Interest Period, or
(ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if
such page or service shall cease to be available, the rate determined by the Administrative Agent to be the
offered rate on such other page or other service which displays the Alternate Currency LIBO Rate for
deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest
Period in such Other Foreign Currency, determined as of approximately 11:00 a.m. (London, England
time) two Business Days prior to the commencement of such Interest Period; provided that if Alternate
Currency LIBO Rates are quoted under either of the preceding clauses (i) or (ii), but there is no such
quotation for the Interest Period elected, the Alternate Currency LIBO Rate shall be equal to the
Interpolated Rate. Notwithstanding the foregoing, in no event shall the Eurocurrency Rate be less than
0.00% per annum. For purposes of determining the one-month reserve Eurocurrency Rate for Dollars for
purposes of a Base Rate Loan on any date, such rate shall be the rate determined in accordance with
clause (a) above, determined two Business Days prior to such date for Dollar deposits with a term of one
month commencing that day.

“Eurocurrency Rate Loan” means a Loan bearing interest at a rate determined by reference to the
Eurocurrency Rate.

“European Borrower” has the meaning specified in the preamble hereto.

“European Issuing Bank” means an Issuing Bank that has agreed to issue European Letters of Credit.

“European Letter of Credit” means any Bank Guarantee or any commercial or standby letter of credit
issued or to be issued by an Issuing Bank for the account of any Foreign Subsidiary pursuant to Section
2.04(a)(ii) of this Agreement, and any Bank Guarantee or any commercial or standby letter of credit, other
than an Existing ABN Letter of Credit, issued and outstanding as of the Closing Date and designated by
the Borrower Representative as a “European Letter of Credit” pursuant to a written notice delivered to the
Administrative Agent on or prior to the Closing Date; provided that the issuer thereof is a Revolving
Lender hereunder. Each such letter of credit so designated shall be deemed to constitute a European Letter
of Credit and a Letter of Credit issued hereunder on the Closing Date for all purposes under this
Agreement and the other Loan Documents.

“European Letter of Credit Sublimit” means (a) the lesser of (i) €50,000,000 and (ii) the aggregate unused
amount of the European Revolving Commitments then in effect and (b) as to any Issuing Bank (i) listed
on Schedule 2.04(b), an amount equal to the amount set forth opposite such Issuing Bank’s name under
the column “European Letter of Credit Sublimit” on Schedule 2.04(b) (provided that such Issuing Bank
may, in its sole discretion, agree to issue European Letters of Credit in excess of such amount) and (ii) not
listed on Schedule 2.04(b), an amount agreed by such Issuing Bank in its sole discretion.

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“European Letter of Credit Usage” means, as at any date of determination, the sum of (i) the Euro
Equivalent of the maximum aggregate amount which is, or at any time thereafter may become, available
for drawing under all European Letters of Credit then outstanding, and (ii) the Euro Equivalent of the
aggregate amount of all drawings under European Letters of Credit honored by an Issuing Bank and not
theretofore reimbursed by or on behalf of the European Borrower.

“European Refunded Swing Line Loans” has the meaning set forth in Section 2.03(b)(iv).

“European Revolving Commitment” means the commitment of a Lender to make or otherwise fund any
European Revolving Loan and to acquire participations in European Letters of Credit hereunder, in the
case of the Ancillary Lender, as reduced by the amount of the Ancillary Commitment, and European
Swing Line Loans hereunder and “European Revolving Commitments” means such Commitments of all
Lenders in the aggregate. The amount of each Lender’s European Revolving Commitment, if any, is set
forth on Schedule 2.02 or in the applicable Assignment Agreement or Joinder Agreement, as applicable,
subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount
of the European Revolving Commitments as of the Closing Date is €200,000,000.

“European Revolving Commitment Period” means the period from and including the Closing Date to but
excluding the European Revolving Commitment Termination Date.

“European Revolving Commitment Termination Date” means the earliest to occur of (i) the fifth
anniversary of the Closing Date, which date is April 29, 2024, (ii) the date such European Revolving
Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14 and (iii) the date of the
termination of such European Revolving Commitments pursuant to Section 8.01; provided, that if any of
the European Revolving Commitments are extended pursuant to Section 2.26, the European Revolving
Commitment Termination Date relating to such extended European Revolving Commitments will be
extended pursuant to Section 2.26.

“European Revolving Exposure” means, with respect to any Lender as of any date of determination, (i)
prior to the termination of such Lender’s European Revolving Commitments, that Lender’s European
Revolving Commitment; and (ii) after the termination of such Lender’s European Revolving
Commitments, the sum of (a) the Euro Equivalent of the aggregate outstanding principal amount of the
European Revolving Loans of that Lender, (b) in the case of an Issuing Bank, the Euro Equivalent of the
aggregate European Letter of Credit Usage in respect of all European Letters of Credit issued by such
Issuing Bank (net of any participations by Lenders in such European Letters of Credit), (c) the Euro
Equivalent of the aggregate amount of all participations by that Lender in any outstanding European
Letters of Credit or any unreimbursed drawing under any European Letter of Credit, (d) in the case of the
European Swing Line Lender, the aggregate outstanding principal amount of all European Swing Line
Loans (net of any participations therein by other Lenders) and (e) the aggregate amount of all
participations therein by that Lender in any outstanding European Swing Line Loans.

“European Revolving Loan” means Loans made by a Lender in respect of its European Revolving
Commitment to the European Borrower pursuant to Section 2.02(b) and/or Section 2.24.

A-23
“European Swing Line Lender” means Barclays in its capacity as the European Swing Line Lender
hereunder, together with its permitted successors and assigns in such capacity.

“European Swing Line Loan” means a Loan made by the European Swing Line Lender to the European
Borrower pursuant to Section 2.03(a)(ii).

“European Swing Line Sublimit” means the lesser of (i) €50,000,000 and (ii) the aggregate unused
amount of European Revolving Commitments then in effect.

“Event of Default” means any of the conditions or events set forth in Section 8.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any
successor statute.

“Exchange Rate” means the rate at which any currency (the “Original Currency”) may be exchanged into
Dollars, Euros or another currency (the “Exchanged Currency”), as set forth on such date on the relevant
Reuters screen at or about 11:00 a.m. (London, England time) on such date. In the event that such rate
does not appear on the Reuters screen, the “Exchange Rate” with respect to such Original Currency into
such Exchanged Currency shall be determined by reference to such other publicly available service for
displaying exchange rates as may be agreed upon by the Administrative Agent (or the Issuing Bank, if
applicable) and the Borrower Representative or, in the absence of such agreement, such “Exchange Rate”
shall instead be the Administrative Agent’s (or the Issuing Bank’s, if applicable) spot rate of exchange in
the interbank market where its foreign currency exchange operations in respect of such Original Currency
are then being conducted, at or about 11:00 a.m. (local time), on such date for the purchase of the
Exchanged Currency, with such Original Currency for delivery two Business Days later; provided, that, if
at the time of any such determination, no such spot rate can reasonably be quoted, the Administrative
Agent (or the Issuing Bank, if applicable) may use any reasonable method as it deems applicable to
determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Swap Obligation” means, with respect to any Guarantor, (x) as it relates to all or a portion of
the Guaranty of such Guarantor, any Swap Obligation if, and to the extent that, such Swap Obligation (or
any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or
order of the Commodity Futures Trading Commission (or the application or official interpretation of any
thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of
such Guarantor becomes effective with respect to such Swap Obligation or (y) as it relates to all or a
portion of the grant by such Guarantor of a security interest, any Swap Obligation if, and to the extent
that, such Swap Obligation (or such security interest in respect thereof) is or becomes illegal under the
Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading
Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s
failure for any reason to constitute an “eligible contract participant” as defined in the Commodity
Exchange Act and the regulations thereunder at the time the security interest of such Guarantor becomes
effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement
governing more than one swap, such exclusion shall apply only to the portion of such

A-24
Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes
illegal.

“Excluded Taxes” means (i) any Tax imposed on the overall net income of a Person (or franchise tax or
minimum tax imposed in lieu thereof) by the jurisdiction in which that Person is organized or in which
that Person’s principal office (and/or, in the case of a Lender, its applicable lending office) is located or
with which that Person has a present or former connection (other than any connection arising solely from
the acquisition and holding of any Loan and/or Commitment (including entering into or being a party to
this Agreement), the receipt of payments relating thereto, and/or the exercise of rights and remedies under
this Agreement or any other Loan Document); (ii) with respect to any Lender to a U.S. Loan (other than a
Lender that becomes a Lender pursuant to Section 2.23), any Tax imposed pursuant to the laws of the
United States of America or any political subdivision thereof or therein that would apply if any payment
were made under any of the Loan Documents to such Lender on the day such Lender becomes a Lender
(or designates a new lending office), except to the extent such Lender’s assignor (or such Lender, when it
designates a new lending office) was entitled to receive additional amounts pursuant to Section 2.20; (iii)
with respect to any Lender, any withholding Tax that is imposed on any payment to such Lender on the
day that such Lender becomes a Lender (or designates a new lending office) by any jurisdiction (other
than the United States of America or any political subdivision thereof, which shall be governed by clause
(ii) hereof), excluding any such withholding Tax imposed on any payment to such Lender as a result of a
Person acquiring, or otherwise expressly assuming the obligations of the European Borrower or the Hong
Kong Borrower pursuant to Section 6.02(ii) and such Person being a Person organized and existing under
the laws of a jurisdiction other than the Netherlands (in the case of the European Borrower) or Hong Kong
(in the case of the Hong Kong Borrower), except to the extent such Lender’s assignor (or such Lender,
when it designates a new lending office) was entitled to receive additional amounts pursuant to Section
2.20; (iv) any Tax that is attributable to a Lender’s failure to comply with Section 2.20(c) or (v) any U.S.
federal withholding Tax imposed by reason of a Lender’s failure to comply with the requirements of
Sections 1471 through 1474 of the Code (as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with)), any current or
future regulations or official interpretations thereof and any agreements entered into pursuant to Section
1471(b)(1) of the Code or any legislation or other official guidance or official requirements adopted
pursuant to any intergovernmental agreement entered into in connection with the implementation of such
Sections of the Code (“FATCA”).

“Existing ABN Letter of Credit” means any Bank Guarantee or any commercial or standby letter of credit
issued and outstanding as of the Closing Date by ABN AMRO Bank N.V. or one or more of its Affiliates.

“Existing Credit Agreement” means the Amended and Restated Credit and Guaranty Agreement, dated as
of March 21, 2014 (as amended to reflect the Second Amendment dated as of May 19, 2016 and as further
amended, supplemented, or otherwise modified prior to the date hereof), among the U.S. Borrower, the
European Borrower, certain subsidiaries of the U.S. Borrower, the lenders named therein and Barclays
Bank PLC as administrative agent and collateral agent.

“Existing Subsidiary Debt” has the meaning set forth in Section 6.03(b).

A-25
“Extension Agreement” has the meaning set forth in Section 2.26(a).

“Extension Approval” has the meaning set forth in Section 2.26(c).

“Extension Request” has the meaning set forth in Section 2.26(a).

“Facility” means any real property (including all buildings, fixtures or other improvements located
thereon) now, hereafter or heretofore owned, leased, operated or used by any Group Member or any of its
predecessors or Affiliates.

“Fair Share” has the meaning set forth in Section 7.02(b).

“Fair Share Contribution Amount” has the meaning set forth in Section 7.02(b).

“FATCA” has the meaning set forth in the definition of “Excluded Taxes”.

“FDIC” means the Federal Deposit Insurance Corporation and any successor thereto.

“Federal Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve System on such
day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided, that (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Effective Rate for such day shall be the average rate charged to the Administrative
Agent, in its capacity as a Lender, on such day on such transactions as determined by the Administrative
Agent.

“Finance Lease” means, as applied to any Person, any lease of any property (whether real, personal or
mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a finance
lease on the balance sheet of that Person.

“Financial Officer” means the principal financial officer of the U.S. Borrower.

“First Amendment” means the First Amendment, dated as of the First Amendment Effective Date, to this
Agreement.

“First Amendment Effective Date” means the “Effective Date”, as defined in the First Amendment, which
date is June 3, 2020.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of the Group ending on the Sunday closest to February 1 of each
calendar year (or, if the fiscal year-end is changed to some other date, such other date).

“Fitch” means Fitch, Inc.

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“Foreign Currency Equivalent” means, with respect to an amount denominated in Canadian Dollars, Hong
Kong Dollars or any Other Foreign Currency, such amount, and with respect to an amount denominated in
Dollars or Euros, the equivalent in Canadian Dollars, Hong Kong Dollars or such Other Foreign Currency
of such amount determined at the Exchange Rate on the applicable Valuation Date. In making the
determination of the Foreign Currency Equivalent for purposes of determining the aggregate available
Canadian Revolving Commitments on any Credit Date, the Administrative Agent shall use the Exchange
Rate in effect at the date on which the U.S. Borrower requests the extension of credit for such Credit Date
pursuant to the provisions of this Agreement.

“Foreign Plan” means any Employee Benefit Plan (whether or not subject to ERISA), program, policy,
arrangement or agreement maintained or contributed to by the European Borrower or any of their
respective Subsidiaries or any other Loan Party with respect to employees employed outside the United
States.

“Foreign Plan Event” means, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in
excess of the amount permitted under any applicable law, or in excess of the amount that would be
permitted absent a waiver from a Governmental Authority, (b) the failure to make the required
contributions or payments, under any applicable law, on or before the due date for such contributions or
payments, (c) the receipt of a notice from a Governmental Authority relating to the intention to terminate
any such Foreign Plan or to appoint a trustee or similar official to administer any such Foreign Plan, or
alleging the insolvency of any such Foreign Plan, in each case which is reasonably likely to result, directly
or indirectly, in material liability to a Loan Party, (d) the incurrence of any material liability by any Loan
Party or any their respective Subsidiaries under applicable law on account of the complete or partial
termination of such Foreign Plan or the complete or partial withdrawal of any participating employer
therein, or (e) the occurrence of any transaction that is prohibited under any applicable law and that would
reasonably be expected to result in the incurrence of any liability by any Loan Party or any of their
respective Subsidiaries, or the imposition on any Loan Party or any of their respective Subsidiaries of any
fine, excise tax or penalty resulting from any noncompliance with any applicable law.

“Foreign Subsidiary” means (i) any Subsidiary that is not organized under the laws of the United States,
any State thereof or the District of Columbia and (ii) any Subsidiary of a Subsidiary described in clause
(i).

“Funding Guarantor” has the meaning set forth in Section 7.02(b).

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.02, United
States generally accepted accounting principles in effect as of the date of determination thereof
consistently applied.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de
jure or de facto government or Governmental Authority.

“Governmental Authority” means any federal, state, municipal, national or other government,
governmental department, commission, board, bureau, court, agency or instrumentality or political
subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to any government or any court, in each case

A-27
whether associated with a state of the United States, the United States, or a foreign entity or government.

“Governmental Authorization” means any permit, license, authorization, certification, registration,

approval, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Group” means, collectively, the U.S. Borrower and its Subsidiaries; provided that, as used in Section
5.08(a) and (b) with respect to the financial statements required to be delivered thereunder, it shall mean
the U.S. Borrower and its consolidated Subsidiaries in accordance with GAAP.

“Group Member” means any of the U.S. Borrower or any of its Subsidiaries.

“Group Member Adjusted EBITDA” means, for any period for any Group Member, the amount of
Consolidated EBITDA attributable to such Group Member for such period, calculated on an
unconsolidated basis and by excluding all intercompany items (provided that, for the purpose of the
determination of a Material Company solely as such term is used in Section 8.01(e), Group Member
Adjusted EBITDA shall be calculated on a consolidated basis for such Group Member and its
Subsidiaries).

“Group Member Assets” means, for any Group Member, as of any date of determination, the total assets
of such Group Member, determined in accordance with GAAP, calculated on an unconsolidated basis and
by excluding all intercompany items (provided that, for the purpose of the determination of a Material
Company solely as such term is used in Section 8.01(e), Group Member Assets shall be calculated on a
consolidated basis for such Group Member and its Subsidiaries).

“Guarantee Release Date” means theif a Springing Lien Trigger Event has occurred, the subsequent date
on which the Public Debt Rating achieves (and the U.S. Borrower has delivered notice of such to the
Administrative Agent): (i)(a) a rating of BBB- (or the equivalent) or higher by S&P and (b) a rating of
Baa3 (or the equivalent) or higher by Moody’s or (ii) at the Borrower Representative’s election, either (A)
(1) a rating of BBB- (or the equivalent) or higher by S&P, (2) a rating of Baa3 (or the equivalent) or
higher by Moody’s and (3) a rating of BB+ (or the equivalent) or higher by Fitch; (B)(1) a rating of BBB-
(or the equivalent) or higher by S&P, (2) a rating of Ba1 (or the equivalent) or higher by Moody’s and (3)
a rating of BBB- (or the equivalent) or higher by Fitch; or (C)(1) a rating of BB+ (or the equivalent) or
higher by S&P, (2) a rating of Baa3 (or the equivalent) or higher by Moody’s and (3) a rating of BBB- (or
the equivalent) or higher by Fitch; provided, that the U.S. Borrower is under no obligation to seek a rating
from Fitch.

“Guaranteed Obligations” has the meaning set forth in Section 7.01(a).

“Guaranteed Parties” means the Agents, Lenders, Issuing Banks, the Lender Counterparties and shall
include, without limitation, all former Agents, Lenders, Issuing Banks, and Lender Counterparties to the
extent that any Obligations owing to such Persons were incurred while such Persons were Agents,
Lenders, Issuing Banks, or Lender Counterparties and such Obligations have not been paid or satisfied in
full.

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“Guarantor” means (i) with respect to the Obligations of each Borrower, each Subsidiary Guarantor, (ii)
with respect to the Obligations of the European Borrower and Hong Kong Borrower, the U.S. Borrower
and (iii) with respect to all Obligations of any Subsidiary arising under any Hedge Agreement, Cash
Management Agreement or Treasury Transaction, the U.S. Borrower, and (iv) each other Subsidiary that
has become a party hereto as a Guarantor at the election of the Borrower Representative pursuant to
Section 7.01(b) (if any).

“Guaranty” means the guaranty of each Guarantor set forth in Article VII.

“Hazardous Materials” means any pollutant, contaminant, chemical, waste, material or substance,
exposure to which or Release of which is prohibited, limited or regulated by any Governmental Authority
or which may or could pose a hazard to human health and safety or to the indoor or outdoor environment,
including petroleum, petroleum products, asbestos, urea formaldehyde, radioactive materials,
polychlorinated biphenyls and toxic mold.

“Hedge Agreement” means an Interest Rate Agreement, a Commodity Agreement or a Currency

Agreement entered into with a Lender Counterparty.

“HIBO Rate” has the meaning set forth in the definition of “Eurocurrency Rate”.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to
time may be contracted for, charged, or received under the laws applicable to any Lender which are
presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in
effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.

“Historical Financial Statements” means the audited consolidated financial statements of the U.S.
Borrower consisting of balance sheets as of February 3, 2019 and February 4, 2018 and income statements
and statements of stockholders’ equity and cash flows for Fiscal Years 2016, 2017 and 2018 and an
unqualified audit report relating thereto.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Hong Kong Borrower” has the meaning specified in the preamble hereto.

“Hong Kong Dollars” means the lawful currency of Hong Kong.

“Hong Kong Revolving Commitment” means the commitment of a Lender to make or otherwise fund any
Hong Kong Revolving Loan and “Hong Kong Revolving Commitments” means such Commitments of all
Lenders in the aggregate. The amount of each Lender’s Hong Kong Revolving Commitment, if any, is set
forth on Schedule 2.02 or in the applicable Assignment Agreement or Joinder Agreement, as applicable,
subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount
of the Hong Kong Revolving Commitments as of the Closing Date is $50,000,000.

A-29
“Hong Kong Revolving Commitment Period” means the period from and including the Closing Date to
but excluding the Hong Kong Revolving Commitment Termination Date.

“Hong Kong Revolving Commitment Termination Date” means the earliest to occur of (i) the fifth
anniversary of the Closing Date, which date is April 29, 2024, (ii) the date such Hong Kong Revolving
Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14 and (iii) the date of the
termination of such Hong Kong Revolving Commitments pursuant to Section 8.01; provided, that if any
of the Hong Kong Revolving Commitments are extended pursuant to Section 2.26, the Hong Kong
Revolving Commitment Termination Date relating to such extended Hong Kong Revolving Commitments
will be extended pursuant to Section 2.26.

“Hong Kong Revolving Exposure” means, with respect to any Lender as of any date of determination, (i)
prior to the termination of such Lender’s Hong Kong Revolving Commitments, that Lender’s Hong Kong
Revolving Commitment; and (ii) after the termination of such Lender’s Hong Kong Revolving
Commitments, the Dollar Equivalent of the aggregate outstanding principal amount of the Hong Kong
Revolving Loans of that Lender.

“Hong Kong Revolving Loan” means Loans made by a Lender in respect of its Hong Kong Revolving
Commitment to the Hong Kong Borrower pursuant to Section 2.02(d) and/or Section 2.24.

“Immaterial Subsidiary” means any Subsidiary that is not a Material Company.

“Increased Amount Date” has the meaning set forth in Section 2.24.

“Increased-Cost Lender” has the meaning set forth in Section 2.23.

“Incremental Revolving Commitments” has the meaning set forth in Section 2.24.

“Incremental Revolving Loan” has the meaning set forth in Section 2.24.

“Incremental Revolving Loan Lender” has the meaning set forth in Section 2.24.

“Incremental Term Loan” has the meaning set forth in Section 2.24.

“Incremental Term Loan Commitments” has the meaning set forth in Section 2.24.

“Incremental Term Loan Exposure” means, with respect to any Lender, as of any date of determination,
the outstanding principal amount of the Incremental Term Loans of such Lender.

“Incremental Term Loan Lender” has the meaning set forth in Section 2.24.

“Incremental Term Loan Maturity Date” means the date on which Incremental Term Loans of a Series
shall become due and payable in full hereunder, as specified in the applicable Joinder Agreement,
including by acceleration or otherwise.

“Incremental Term Loan Note” means a promissory note substantially in the form of Exhibit B-4, as it
may be amended, restated, supplemented or otherwise modified from time to time.

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“Indebtedness” means, as applied to any Person, without duplication, (i) all indebtedness for borrowed
money; (ii) that portion of obligations with respect to Finance Leases that is properly classified as a
capitalized liability on a balance sheet in conformity with GAAP; (iii) obligations evidenced by bonds,
debentures, notes or other similar instruments; (iv) any obligation owed for all or any part of the deferred
purchase price of property or services (excluding trade accounts payable and accrued expenses in the
ordinary course of business which are not overdue for a period of more than 90 days or, if overdue for
more than 90 days, as to which a dispute exists and adequate reserves in conformity with GAAP have
been established on the books of such Person and any such obligations incurred under ERISA), which
purchase price is (a) due more than six months from the date of incurrence of the obligation in respect
thereof or (b) evidenced by a note or similar written instrument in each case to the extent that the same
would be required to be shown as a long term liability on a balance sheet prepared in accordance with
GAAP (it being understood that the amount of any such obligation shall be calculated in each case, in
accordance with GAAP); (v) all indebtedness secured by any Lien on any property or asset owned or held
by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that
Person or is nonrecourse to the credit of that Person (provided that if the recourse to such Person in
respect of such indebtedness is limited solely to the property subject to such Lien, the amount of such
indebtedness shall be deemed to be the fair market value (as determined in good faith by such Person) of
the property subject to such Lien or the amount of such indebtedness if less); (vi) the face amount of any
letter of credit issued for the account of that Person or as to which that Person is otherwise liable for
reimbursement of drawings; provided such letter of credit is issued by a Person other than the U.S.
Borrower and its Subsidiaries; (vii) [reserved], (viii) the net payments that such Person would have to
make in the event of any early termination, on the date Indebtedness of such Person is being determined,
in respect of any exchange traded or over the counter derivative transaction, including any Hedge
Agreement, in each case, whether entered into for hedging or speculative purposes; provided, that in no
event shall obligations under any derivative transaction be deemed “Indebtedness” for any purpose under
Section 6.04 or for the purpose of calculating the Net Leverage Ratio unless such obligations relate to a
derivatives transaction which has been terminated; (ix) the full outstanding balance of trade receivables,
notes or other instruments sold with full recourse in a factoring or similar transaction, other than in any
such case any thereof sold solely for purposes of collection of delinquent accounts and (x) any Contingent
Liability with respect to the foregoing. The Indebtedness of any Person shall include the Indebtedness of
any other Person (including any partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such
Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages
(including natural resource damages), penalties, claims (including Environmental Claims), actions,
judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement,
cleanup, removal, remediation or other necessary response action related to the Release or presence of any
Hazardous Materials), expenses and disbursements of any kind or nature whatsoever (including any of the
foregoing in connection with any investigative, administrative or judicial proceeding or hearing
commenced or threatened by any Group Member, its Affiliates or any other Person, whether or not any
such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity),

A-31
whether direct, indirect, special or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and
Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be
imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out
of (i) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby
(including the Lenders’ agreement to make Credit Extensions, the syndication of the credit facilities
provided for herein or the use or intended use of the proceeds thereof, or any enforcement of any of the
Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral or
the enforcement of the Guaranty)); (ii) the commitment letter (and any related fee letter) delivered by any
Agent or any Lender to the U.S. Borrower with respect to the transactions contemplated by this
Agreement;; (iii) any Environmental Claim relating to or arising from, directly or indirectly, any past or
present activity, operation, land ownership, or practice of any Group Member; or (iv) any Loan or the use
of proceeds thereof.

“Indemnified Taxes” means any Taxes other than Excluded Taxes.

“Indemnitee” has the meaning set forth in Section 10.03(a).

“Installment” has the meaning set forth in Section 2.12(a).

“Installment Date” has the meaning set forth in Section 2.12(a).

“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to
intellectual property, whether arising under the United States, multinational or foreign laws or otherwise,
and the right to sue or otherwise recover for any past, present and future infringement, dilution,
misappropriation, or other violation or impairment thereof, including the right to receive all proceeds
therefrom, including without limitation license fees, royalties, income, payments, claims, damages and
proceeds of suit, now or hereafter due and/or payable with respect thereto.

“Interest Coverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated
EBITDA for the four-Fiscal-Quarter period then ended to (ii) Consolidated Cash Interest Expense for such
four-Fiscal-Quarter period.

“Interest Payment Date” means, with respect to (i) any Loan that is a Base Rate Loan (including any
Swing Line Loan in Dollars), any Canadian Prime Rate Loan (including any Canadian Swing Line Loan)
and any Swing Line Loan in Euros, each March 31, June 30, September 30 and December 31 of each year,
commencing on the first such date to occur after the Closing Date and the final maturity date of such
Loan; and (ii) any Loan that is a Eurocurrency Rate Loan (other than a Swing Line Loan in Euros), the
last day of each Interest Period applicable to such Loan; provided, that in the case of each Interest Period
of longer than three months “Interest Payment Date” shall also include each date that is three months, or
an integral multiple thereof, after the commencement of such Interest Period.

“Interest Period” means, in connection with a Eurocurrency Rate Loan, an interest period of one, two,
three or six months (or, if available to all of the Lenders, 12 months), as selected by the Borrowers in the
applicable Borrowing Notice or Conversion/Continuation Notice, (i) initially,

A-32
commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii)
thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided,
that (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest
Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such
month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b)
any Interest Period in respect of a Eurocurrency Rate Loan that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the calendar month at
the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last
Business Day of a calendar month; (c) no Interest Period with respect to any portion of any Class of Term
Loans shall extend beyond such Class’s Term Loan Maturity Date; and (d) no Interest Period with respect
to any portion of any Class of Revolving Loans shall extend beyond such Class’s Revolving Commitment
Termination Date.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of
which is for the purpose of hedging the interest rate exposure associated with the operations of the Group
and not for speculative purposes.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two
Business Days prior to the first day of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and
from time to time hereafter, and any successor statute.

“Interpolated Rate” means, (a) in relation to the LIBO Rate, the rate which results from interpolating on a
linear basis between: (i) the applicable LIBO Rate for the longest period (for which that LIBO Rate is
available) which is less than the Interest Period of that Loan and (ii) the applicable LIBO Rate for the
shortest period (for which that LIBO Rate is available) which exceeds the Interest Period of that Loan,
each as of approximately 11:00 a.m. (London, England time) two Business Days prior to the
commencement of such Interest Period of that Loan, (b) in relation to the EURIBO Rate, the rate which
results from interpolating on a linear basis between: (i) the applicable EURIBO Rate for the longest period
(for which that EURIBO Rate is available) which is less than the Interest Period of that Loan and (ii) the
applicable EURIBO Rate for the shortest period (for which that EURIBO Rate is available) which
exceeds the Interest Period of that Loan, each as of approximately 11:00 a.m. (Brussels, Belgium time)
two Business Days prior to the commencement of such Interest Period of that Loan, (c) in relation to the
CDOR Rate, the rate which results from interpolating on a linear basis between: (i) the applicable CDOR
Rate for the longest period (for which that CDOR Rate is available) which is less than the Interest Period
of that Loan and (ii) the applicable CDOR Rate for the shortest period (for which that CDOR Rate is
available) which exceeds the Interest Period of that Loan, each as of approximately 11:00 a.m. (Toronto
time) two Business Days prior to the commencement of such Interest Period of that Loan and (d) in
relation to the HIBO Rate, the rate which results from interpolating on a linear basis between: (i) the
applicable HIBO Rate for the longest period (for which that HIBO Rate is available) which is less than the
Interest Period of that Loan and (ii) the applicable HIBO Rate for the shortest period (for which that
HIBO Rate is available) which exceeds the Interest Period of

A-33
that Loan, each as of approximately 11:00 a.m. (New York City time) two Business Days prior to the
commencement of such Interest Period of that Loan.

“IRS” means the United States Internal Revenue Service.

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

“Issuance Notice” means a notice substantially in the form of Exhibit A-3.

“Issuing Bank” means each of Barclays, Citi, Bank of America, N.A., JPMorgan and Royal Bank of
Canada as Issuing Bank hereunder, and any other Lender that has notified the Administrative Agent that it
has agreed to a request by the Borrower Representative to become an Issuing Bank hereunder with respect
to U.S. Letters of Credit, European Letters of Credit or Canadian Letters of Credit, as applicable, together
with their respective permitted successors and assigns in such capacity. Unless otherwise specified, in
respect of any Letters of Credit, “Issuing Bank” shall refer to the applicable Issuing Bank which has
issued such Letter of Credit. An Issuing Bank may perform its obligations hereunder through any
applicable branch thereof and such branch shall be treated as the applicable Issuing Bank where
applicable.

“Japanese Yen” means the lawful currency of Japan.

“Joinder Agreement” means an agreement substantially in the form of Exhibit G.

“JPMorgan” has the meaning specified in the preamble hereto.

“Judgment Currency” has the meaning set forth in Section 10.25.

“Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other
Person that becomes a party hereto pursuant to an Assignment Agreement or a Joinder Agreement. Unless
the context clearly indicates otherwise, the term “Lenders” shall include the Swing Line Lender.

“Lender Counterparty” means (a) each Person counterparty to a Hedge Agreement, Cash Management
Agreement or Treasury Transaction who is (or at the time such Hedge Agreement, Cash Management
Agreement or Treasury Transaction was entered into, was) a Lender, an Agent or an Affiliate of any
thereof and (b) any Person who is an Agent or a Lender (and any Affiliate thereof) as of the Closing Date
but subsequently, whether before or after entering into a Hedge Agreement, Cash Management Agreement
or Treasury Transaction, ceases to be an Agent or a Lender, as the case may be.

“Letter of Credit” means a U.S. Letter of Credit, a Canadian Letter of Credit and/or a European Letter of
Credit, as applicable.

“LIBO Rate” means the U.S. LIBO Rate, EURIBO Rate and Alternate Currency LIBO Rate, as
applicable.

A-34
“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of
preferential arrangement having the practical effect of any of the foregoing; provided that in no event shall
an operating lease or an agreement to sell be deemed to constitute a Lien.

“Liquidity” has the meaning set forth in Section 6.04(c).

“Loan” means a Term Loan, a Revolving Loan and a Swing Line Loan, which (i) in the case of Loans
denominated in Dollars, may be a Base Rate Loan or a Eurocurrency Rate Loan, (ii) in the case of Loans
denominated in Euros, Hong Kong Dollars or an Other Foreign Currency, shall be a Eurocurrency Rate
Loan and (iii) in the case of Loans denominated in Canadian Dollars, may be a Canadian Prime Rate Loan
or a Eurocurrency Rate Loan.

“Loan Document” means any of this Agreement, the Notes, if any, each Joinder Agreement, any
documents or certificates executed by the Borrowers in favor of any Issuing Bank relating to Letters of
Credit and all other documents, instruments or agreements executed and delivered by a Loan Party for the
benefit of any Agent, any Issuing Bank or any Lender in connection herewith on or after the Closing Date,
including any Security Documents, as applicable.

“Loan Party” means each Borrower and each Guarantor.

“Margin Stock” has the meaning given in Regulation U of the Board of Governors as in effect from time
to time.

“Market Disruption” means any Interest Rate Determination Date on which (i) the Administrative Agent
shall have determined (which determination shall be final and conclusive and binding upon all parties
hereto), with respect to any Eurocurrency Rate Loans, that by reason of circumstances affecting the
London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable
to such Loans on the basis provided for in the definition of Eurocurrency Rate, or (ii) before the close of
business in London on such Interest Rate Determination Date, the Administrative Agent receives
notifications from a Lender or Lenders (whose aggregate exposure in respect of any Class of Loans
exceeds 50.0% of that Class of Loans) that the cost to it of obtaining matching deposits in the London
interbank market would be in excess of the Eurocurrency Rate.

“Material Adverse Effect” means any event, development or circumstance that has had or would
reasonably be expected to have a material adverse effect on (i) the business, assets, operations or financial
condition of the Group (other than any Securitization Subsidiary) taken as a whole (other than, at any time
prior to January 31, 2022, resulting from any event, development or circumstance (A) related to the
COVID-19 pandemic that was disclosed to the Lenders, or otherwise publicly disclosed, on or prior to
April 8, 2020 or (B) that was reasonably foreseeable in light of any event, development or circumstance
described in the foregoing clause (A), including store closures, supply chain disruptions and inventory
charges, which in each case shall be disregarded); (ii) the ability of the Loan Parties (taken as a whole) to
pay the Obligations under the Loan Documents; or (iii) the rights and remedies available to, or conferred
upon, any Agent and any Lender or any other Guaranteed Party under any Loan Document in any manner
(including the legality, validity, binding effect or enforceability of the Loan Documents against the Loan
Parties) that would be prejudicial to the interests of the Guaranteed Parties, taken as a whole.

A-35
“Material Company” means (i) any Group Member that is listed in Schedule 1.01(g) or (ii) any Group
Member that has (x) Group Member Adjusted EBITDA or (y) Group Member Assets representing,
respectively, 5% or more of Consolidated EBITDA or Consolidated Total Assets. For this purpose:

(a) the (i) Group Member Adjusted EBITDA and (ii) Group Member Assets will be determined
from its financial statements upon which the latest audited financial statements of the Group have been
based;

(b) if a Subsidiary becomes a Group Member after the date on which the latest audited financial
statements of the Group have been prepared, the (i) Group Member Adjusted EBITDA or (ii) Group
Member Assets of that Subsidiary will be determined from its latest financial statements;

(c) the (i) Consolidated EBITDA and (ii) Consolidated Total Assets will be determined from its
latest audited financial statements, adjusted (where appropriate) to take into account pro forma
adjustments of the type described in the definition of “Consolidated EBITDA” and “Consolidated Total
Assets”, as applicable; and

(d) if a Material Company disposes of all or substantially all of its assets to another Group
Member, it will immediately cease to be a Material Company and the other Group Member (if it is not
already) will immediately become a Material Company.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit) of any one or
more of the Borrowers or any Subsidiary in an individual principal amount (or Net Mark-to-Market
Exposure) of $150,000,000 or more.

“Material Intellectual Property” means any Intellectual Property that is material to the business of any
Group Member.

“MLPFS” has the meaning specified in the preamble hereto.

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

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in
Section 3(37) or Section 4001(a)(3) of ERISA.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“Net Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Total Net
Debt as of such day to (ii) Consolidated EBITDA for the four-Fiscal-Quarter period ending on such date.

“Net Mark-to-Market Exposure” of a Person means, as of any date of determination, the excess (if any) of
all unrealized losses over all unrealized profits of such Person arising from Hedge Agreements or other
Indebtedness of the type described in clause (gviii) of the definition thereof. As used in this definition,
“unrealized losses” means the fair market value of the cost to such

A-36
Person of replacing such Hedge Agreement or such other Indebtedness as of the date of determination
(assuming the Hedge Agreement or such other Indebtedness were to be terminated as of that date), and
“unrealized profits” means the fair market value of the gain to such Person of replacing such Hedge
Agreement or such other Indebtedness as of the date of determination (assuming such Hedge Agreement
or such other Indebtedness were to be terminated as of that date).

“Non-Consenting Lender” has the meaning set forth in Section 2.23.

“Non-Extending Lender” has the meaning set forth in Section 2.26(c).

“Non-U.S. Lender” has the meaning set forth in Section 2.20(c).

“Note” means a Tranche A Term Loan Note, an Incremental Term Loan Note, a Revolving Loan Note or a
Swing Line Note.

“Notice” means a Borrowing Notice, an Issuance Notice, or a Conversion/ Continuation Notice.

“Obligations” means all obligations of every nature of each Loan Party (and, in the Borrower
Representative’s sole discretion, any obligations of a Subsidiary under Hedging Agreements, Cash
Management Agreements and Treasury Transactions), including obligations from time to time owed to
Guaranteed Parties, under any Loan Document, Ancillary Facility, Hedge Agreement, Cash Management
Agreement or Treasury Transaction whether for principal, interest (including interest which, but for the
filing of a petition in bankruptcy, would have accrued on any Obligation, whether or not a claim is
allowed for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under
Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or
otherwise; provided, that at no time shall Obligations include any Excluded Swap Obligations.

“Organizational Documents” means, with respect to any Person, all formation, organizational and
governing documents, instruments and agreements, including (i) with respect to any corporation, its
certificate or articles of incorporation or organization, its by-laws, any memorandum of incorporation or
other constitutional documents, (ii) with respect to any limited partnership, its certificate of limited
partnership and its partnership agreement, (iii) with respect to any general partnership, its partnership
agreement (if any) and (iv) with respect to any limited liability company, its certificate of incorporation or
formation (and any amendments thereto), certificate of incorporation on change of name (if any), its
memorandum and articles of association (if any), its articles of organization (if any), the shareholders’ list
(if any) and its limited liability company agreement or operating agreement. In the event any term or
condition of this Agreement or any other Loan Document requires any Organizational Document to be
certified by a secretary of state or similar governmental official, the reference to any such “Organizational
Document” shall only be to a document of a type customarily certified by such governmental official.

“Other Foreign Currencies” means Japanese Yen, Pounds Sterling, Australian Dollars and Swiss Francs,
in each case which are readily available in the amount required and freely convertible into Euro in the
relevant interbank market, or any other currency which is approved in accordance with Section 1.06.

A-37
“Other Taxes” means any and all present or future stamp, court or documentary, intangible, recording,
filing or similar Taxes or any other excise or property Taxes, charges or similar levies (and interest, fines,
penalties and additions related thereto) arising from any payment made hereunder or from the execution,
delivery, performance, enforcement or registration of, or otherwise with respect to, this Agreement or any
other Loan Document.

“Parent Entity” has the meaning set forth in the definition of “Change of Control”.

“Participant Register” has the meaning set forth in Section 10.06(g)(iv).

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56.

“Payment in Full” or “Paid in Full” means the payment in full of all Obligations (other than obligations
under Hedge Agreements, Cash Management Agreements or Treasury Transactions not yet due and
payable and contingent obligations not yet due and payable) and cancellation, expiration or Cash
Collateralization of all Letters of Credit and termination of all Commitments to lend under this
Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to
Section 412 or Section 430 of the Internal Revenue Code or Title IV or Section 302 or Section 303 of
ERISA.

“Permitted Bond Hedge Transactions” means any call, capped call, option (or economically equivalent or
similar swap or other derivative transaction) relating to the common stock of the U.S. Borrower (or other
securities and/or property of the U.S. Borrower that the applicable Permitted Convertible Indebtedness is
convertible or exchangeable into, in accordance with the terms thereof) purchased by the U.S. Borrower in
connection with the issuance of any Permitted Convertible Indebtedness.

“Permitted Convertible Indebtedness” means, any Indebtedness of the U.S. Borrower that is convertible
into, or exchangeable for, common stock in the U.S. Borrower (or other securities and/or property that
such Indebtedness is convertible or exchangeable into in accordance with the terms thereof), cash (such
amount of cash determined by reference to the price of such common stock, or such other securities and/or
property), or any combination of any of the foregoing, and cash in lieu of fractional shares of common
stock.

“Permitted Liens” means:

(a) Liens granted by any Subsidiary of the U.S. Borrower in favor of the U.S. Borrower or
any other Subsidiary of the U.S. Borrower;

(b) Liens (other than Liens created or imposed under ERISA) for taxes, assessments or
governmental charges or levies not overdue for a period of more than 30

A-38
days or Liens for taxes being contested in good faith by appropriate proceedings for which
adequate reserves determined in accordance with GAAP have been established;

(c) Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and
suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of
title arising in the ordinary course of business;

(d) Liens (other than Liens created or imposed under ERISA) incurred or deposits made by
the U.S. Borrower and its Subsidiaries in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social security, or to secure
the performance of tenders, statutory obligations, bids, leases, government contracts, performance
and return-of-money bonds and other similar obligations (exclusive of obligations for the payment
of borrowed money);

(e) Liens in connection with judgment bonds so long as the enforcement of such Liens is
effectively stayed and the claims secured thereby are being contested in good faith by appropriate
proceedings and as to which appropriate reserves are being maintained in accordance with
generally accepted accounting practices;

(f) zoning restrictions, easements, rights of way and other encumbrances on title to real
property that do not render title to the property encumbered thereby unmarketable or materially
adversely affect the use of such property for its present purposes;

(g) leases or subleases granted to others not interfering in any material respect with the
business of the U.S. Borrower and its Subsidiaries taken as a whole and any interest of title of any
lessor under any lease;

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

(i) normal and customary rights of setoff or pledge upon deposits of cash in favor of banks
or other depository institutions and Liens of a collection bank arising under Section 4-210 of the
UCC on items in the course of collection;

(j) Liens on any inventory of the U.S. Borrower or any of its Subsidiaries in favor of a
vendor of such inventory, arising in the normal course of business upon its sale to the U.S.
Borrower or any such Subsidiary;

(k) Liens in respect of licensing of Intellectual Property in the ordinary course of business;

(l) protective UCC filings with respect to any leased or consigned personal property;

A-39
 (m) Liens on insurance policies and the proceeds thereof securing the financing or payment
of premiums with respect thereto in the ordinary course of business, to the extent not exceeding
the amount of such premiums;

(n) Liens incurred in the ordinary course of business on the proceeds of prepaid cards or
stored value cards; and

(o) Liens on cash or cash equivalents that are the proceeds of any Indebtedness issued in
escrow or that have been deposited pursuant to discharge, redemption or defeasance provisions
under the indenture or similar instrument governing any Indebtedness.

“Permitted Warrant Transactions” means any call option, warrant, or right to purchase (or economically
equivalent or similar swap or other derivative transaction) relating to the common stock of the U.S.
Borrower (or other securities and/or property of the U.S. Borrower that the applicable Permitted
Convertible Indebtedness is convertible or exchangeable into, in accordance with the terms thereof) sold
or issued by the U.S. Borrower substantially concurrently with any purchase by the U.S. Borrower of
related Permitted Bond Hedge Transactions, and the performance by the U.S. Borrower of its obligations
thereunder.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships,
limited liability companies, limited liability partnerships, joint stock companies, joint ventures,
associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations,
whether or not legal entities, and Governmental Authorities.

“Platform” means IntraLinks, SyndTrak or another relevant website or other information platform through
which the Lenders can receive information.

“Pledge and Security Agreement” means an agreement in form and substance substantially consistent with
the U.S. Pledge and Security Agreement, dated as of February 13, 2013, executed by the U.S. Borrower
and each U.S. Guarantor (as defined in the Existing Credit Agreement) (other than CKI and the CKI
Affiliates (each as defined in the Existing Credit Agreement)), as amended, restated, supplemented or
otherwise modified from time to time prior to the date hereof, modified to include customary provisions
regarding notices, collateral deliveries and information with respect to any collateral pledged thereunder
and requirements with respect to after acquired assets (in each case, substantially consistent with those set
forth in the Existing Credit Agreement), and such other provisions as the Borrower Representative and the
Administrative Agent shall reasonably agree.

“Pounds Sterling” means the lawful currency of the United Kingdom.

“Pricing Level Adjustment” means, for purposes of determining the Applicable Margin and the
Applicable Revolving Commitment Fee Percentage, (a) if the Public Debt Rating shall fall within a
different pricing level than the Net Leverage Ratio, the Applicable Margin and the Applicable Revolving
Commitment Fee Percentage shall be based upon the lower pricing level unless such Public Debt Rating
and Net Leverage Ratio differ by two or more pricing levels, in which case the applicable pricing level
will be deemed to be one pricing level below the higher of such pricing

A-40
levels, (b) if only one of S&P and Moody’s have in effect a Public Debt Rating, the Applicable Margin
and the Applicable Revolving Commitment Fee Percentage shall be determined by reference to the
available rating, (c) if neither S&P nor Moody’s shall have in effect a Public Debt Rating, the Public Debt
Ratings component (but not, for the avoidance of doubt, the Net Leverage Ratio component) of the
applicable margin and the commitment fee shall be set in accordance with pricing level V under the charts
set forth in the definition of “Applicable Margin” and “Applicable Revolving Commitment Fee
Percentage”, as applicable, (d) if the Public Debt Ratings established by S&P and Moody’s shall fall
within different pricing levels, the Applicable Margin and the Applicable Revolving Commitment Fee
Percentage shall be based upon the higher rating unless such ratings differ by two or more pricing levels,
in which case the applicable pricing level will be deemed to be one pricing level below the higher of such
pricing levels, (e) if S&P or Moody’s shall change the basis on which ratings are established, each
reference to the Public Debt Rating announced by S&P or Moody’s, as the case may be, shall refer to the
then equivalent rating by S&P or Moody’s, as the case may be, and (f) if the Borrowers fail to deliver the
financial statements or Compliance Certificate within the time period specified in Section 5.08(a) or (b),
as applicable, then, during the period from the date such financial statements or Compliance Certificate
were required to have been delivered until delivery, the Net Leverage Ratio component (but not, for the
avoidance of doubt, the Public Debt Ratings component) of the Applicable Margin for the Term Loans
and the Revolving Loans shall be set in accordance with pricing level V under the chart set forth under the
definition “Applicable Margin” and the Net Leverage Ratio component (but not, for the avoidance of
doubt, the Public Debt Ratings component) of the Applicable Revolving Commitment Fee Percentage
shall be set in accordance with pricing level V under the chart set forth under the definition “Applicable
Revolving Commitment Fee Percentage”, as applicable.

“Prime Rate” has the meaning set forth in the definition of “Base Rate”.

“Principal Office” means, for each of the Administrative Agent, each Swing Line Lender and each Issuing
Bank, such Person’s “Principal Office” which, in the case of the Administrative Agent, may include one
or more separate offices with respect to Approved Currencies as set forth on Schedule 10.01(a), or such
other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time
designate in writing to the Borrowers, the Administrative Agent and each Lender.

“Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the
Tranche A Term Loans of any Lender, as the context requires, the percentage obtained by dividing (x) the
Tranche A Term Loan Exposure of that Lender by (y) the aggregate Tranche A Term Loan Exposure of all
Lenders; (ii) with respect to all payments, computations and other matters relating to the Revolving
Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations
purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender,
as the context requires, the percentage obtained by dividing (w) (1) the U.S. Revolving Exposure of that
Lender by (2) the aggregate U.S. Revolving Exposure of all Lenders, (x) (1) the European Revolving
Exposure of that Lender by (2) the aggregate European Revolving Exposure of all Lenders, (y) (1) the
Hong Kong Revolving Exposure of that Lender by (2) the aggregate Hong Kong Revolving Exposure of
all Lenders or (z) (1) the Canadian Revolving Exposure of that Lender by (2) the aggregate Canadian
Revolving Exposure of all

A-41
Lenders; and (iii) with respect to all payments, computations, and other matters relating to Incremental
Term Loan Commitments or Incremental Term Loans of a particular Series, the percentage obtained by
dividing (x) the Incremental Term Loan Exposure of that Lender with respect to that Series by (y) the
aggregate Incremental Term Loan Exposure of all Lenders with respect to that Series. For all other
purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (i) an
amount equal to the sum of the Tranche A Term Loan Exposure, the Revolving Exposure and the
Incremental Term Loan Exposure of that Lender, by (ii) an amount equal to the sum of the aggregate
Tranche A Term Loan Exposure, the aggregate Revolving Exposure and the aggregate Incremental Term
Loan Exposure of all Lenders.

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

“Public Debt Rating” means, as of any date, the public rating that has been most recently announced by
S&P and/or Moody’s (and/or, at the Borrower Representative’s election (in its sole discretion) for
purposes of determining whether the Guarantee Release Date has occurred, Fitch), as the case may be,
with respect to the senior, unsecured, non-credit enhanced, long-term debt of the U.S. Borrower, or if any
such rating agency shall have issued more than one such public rating, the lowest such public rating issued
by such rating agency.

“Qualified Securitization Financing” means any transaction or series of transactions entered into by a
Group Member pursuant to which such Group Member, sells, conveys, contributes, assigns, grants an
interest in or otherwise transfers to a Securitization Subsidiary, Securitization Assets (and/or grants a
security interest in such Securitization Assets transferred or purported to be transferred to such
Securitization Subsidiary), and which Securitization Subsidiary funds the acquisition of such
Securitization Assets (i) with cash, (ii) through the issuance to such Group Member of Seller’s Retained
Interests or an increase in such Seller’s Retained Interests, and/or (iii) with proceeds from the sale, pledge
or collection of Securitization Assets.

“Qualifying Acquisition” shall mean any Subject Acquisition with Acquisition Consideration of at least
$200,000,000.

“RBCCM” means RBC Capital Markets, LLC.

“RCF Credit Agreement” means that certain credit agreement dated as of April 8, 2020, entered into by
and among, the U.S. Borrower, the several banks and financial institutions party thereto from time to time
and Barclays Bank PLC as the administrative agent.

“Real Estate Assets” means, at any time of determination, any interest (fee or leasehold) then owned by
the U.S. Borrower or any of its Subsidiaries in any real property.

“Refunded Swing Line Loans” has the meaning set forth in Section 2.03(b)(iv).

“Register” has the meaning set forth in Section 2.07(b).

“Regulation” has the meaning set forth in Section 4.21.

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“Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.

“Regulation U” means Regulation U of the Board of Governors, as in effect from time to time.

“Reimbursement Date” has the meaning set forth in Section 2.04(d)(i).

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund
that invests in commercial loans and that is managed or advised by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit,
disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor
or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed
receptacles containing any Hazardous Material), including the movement of any Hazardous Material
through the air, soil, surface water or groundwater.

“Relevant Jurisdiction” means, in relation to a Loan Party: (i) its jurisdiction of organization; (ii) any
jurisdiction where any asset subject to or intended to be subject to the Security Documents to be created
by it is situated; and (iii) any jurisdiction where it conducts its business.

“Replacement Lender” has the meaning set forth in Section 2.23.

“Required Lenders” means one or more Lenders having or holding Tranche A Term Loan Exposure,
Incremental Term Loan Exposure and/or Revolving Exposure and representing more than 50.0% of the
sum of (i) the aggregate Tranche A Term Loan Exposure of all Lenders, (ii) the aggregate Revolving
Exposure of all Lenders and (iii) the aggregate Incremental Term Loan Exposure of all Lenders.

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

“Revolving Commitment” means a U.S. Revolving Commitment, a Canadian Revolving Commitment, a

European Revolving Commitment and/or a Hong Kong Revolving Commitment, as applicable.

“Revolving Commitment Period” means the U.S. Revolving Commitment Period, the Canadian
Revolving Commitment Period, the European Revolving Commitment Period or the Hong Kong
Revolving Commitment Period, as applicable.

“Revolving Commitment Termination Date” means the U.S. Revolving Commitment Termination Date,
the Canadian Revolving Commitment Termination Date, the European Revolving Commitment
Termination Date or the Hong Kong Revolving Commitment Termination Date, as applicable.

“Revolving Exposure” means, with respect to any Lender as of any date of determination, the sum of such
Lender’s U.S. Revolving Exposure, Canadian Revolving Exposure, European Revolving Exposure and
Hong Kong Revolving Exposure.

A-43
“Revolving Lenders” means the Lenders having Revolving Exposure.

“Revolving Loan” means a U.S. Revolving Loan, a Canadian Revolving Loan, a European Revolving
Loan and/or a Hong Kong Revolving Loan, as applicable.

“Revolving Loan Note” means a promissory note substantially in the form of Exhibit B-2, as it may be
amended, restated, supplemented or otherwise modified from time to time.

“Royal Bank” has the meaning specified in the preamble hereto.

“S&P” means Standard & Poor’s Financial Services LLC.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target
of any Sanctions (at the time of this Agreement, the Balkans, Belarus, Burma, Cote D’Ivoire (Ivory
Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria and
Zimbabwe).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated
Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the
U.S. Department of State, the Office of the Superintendent of Financial Institutions, the European Union
or Her Majesty’s Treasury of the United Kingdom, and (b) any Person majority-owned or controlled by
any such Person or Persons described in the foregoing clause (a).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced
from time to time by (a) the U.S. government, including those administered by the Office of Foreign
Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the European
Union or Her Majesty’s Treasury of the United Kingdom or (c) the Office of the Superintendent of
Financial Institutions.

“Screen Rate” means, in relation to a Loan denominated in Dollars or Other Foreign Currency, the ICE
Benchmark Administration London Interbank Offered Rate for the relevant currency and Interest Period,
in relation to a Loan denominated in Hong Kong Dollars, the HIBO Rate for the relevant Interest Period,
in relation to a Loan denominated in Canadian Dollars, the CDOR Rate for the relevant Interest Period
and in relation to a Loan denominated in Euros, the percentage rate per annum determined by the Banking
Federation of the European Union for the relevant period, in each case, displayed on the appropriate page
of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Administrative
Agent may specify another page or service displaying the appropriate rate.

“SEC” means the United States Securities and Exchange Commission and any successor Governmental
Authority performing a similar function.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor
statute.

A-44
“Securitization Assets” means any accounts receivable owed to a Group Member (whether now existing
or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or
services, all collateral securing such accounts receivable, all contracts and contract rights and all
guarantees or other obligations in respect of such accounts receivable, all proceeds of such accounts
receivable and other assets (including contract rights) which are of the type customarily transferred or in
respect of which security interests are customarily granted in connection with securitizations of accounts
receivable and which are sold, conveyed, contributed, assigned, pledged or otherwise transferred by such
Group Member to a Securitization Subsidiary.

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a

Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a
representation, warranty or covenant with respect to such Securitization Assets, including as a result of a
receivable or portion thereof becoming subject to any asserted defense, dispute, off set, counterclaim or
other dilution of any kind as a result of any action taken by, any failure to take action by or any other
event relating to the seller, but in each case, not as a result of such receivable being or becoming
uncollectible for credit reasons.

“Securitization Subsidiary” means a Wholly-Owned Subsidiary of the U.S. Borrower (or another Person
formed for the purposes of engaging in a Qualified Securitization Financing in which any Group Member
makes an investment and to which such Group Member transfers, contributes, sells, conveys or grants a
security interest in Securitization Assets) that engages in no activities other than in connection with the
acquisition and/or financing of Securitization Assets of the Group, all proceeds thereof and all rights
(contingent and other), collateral and other assets relating thereto, and any business or activities incidental
or related to such business, and which is designated by the Board of Directors of the U.S. Borrower (or a
duly authorized committee thereof) or such other Person (as provided below) as a Securitization
Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of
which (i) is guaranteed by any Group Member, other than another Securitization Subsidiary (excluding
guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard
Securitization Undertakings), (ii) is recourse to or obligates any Group Member, other than another
Securitization Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or (iii)
subjects any property or asset (other than Securitization Assets) of any Group Member, other than another
Securitization Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other
than pursuant to Standard Securitization Undertakings, (b) with which no Group Member, other than
another Securitization Subsidiary, has any material contract, agreement, arrangement or understanding
other than (i) the applicable receivables purchase agreements and related agreements, in each case, having
reasonably customary terms, or (ii) on terms which the U.S. Borrower reasonably believes to be no less
favorable to the applicable Group Member than those that might be obtained at the time from Persons that
are not Affiliates of the Group and (c) to which no Group Member other than another Securitization
Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause such
entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the
U.S. Borrower (or a duly authorized committee thereof) or such other Person shall be evidenced to the
Administrative Agent by delivery to the Administrative Agent of a certified copy of the resolution of the
Board of Directors of the U.S. Borrower (or a duly authorized committee thereof) or such

A-45
other Person giving effect to such designation and a certificate executed by an Authorized Officer
certifying that such designation complied with the foregoing conditions.

“Security Documents” means, when and if executed, the Pledge and Security Agreement and all other
instruments, documents and agreements delivered by the U.S. Borrower or any Guarantor pursuant to this
Agreement or any of the other Loan Documents in order to grant to the Collateral Agent, for the benefit of
the Guaranteed Parties, a lien on any assets or property of the U.S. Borrower or that Guarantor as security
for all or certain of the Obligations.

“Seller’s Retained Interests” means the debt or Equity Interests held by any Group Member in a
Securitization Subsidiary to which Securitization Assets have been transferred, including any such debt or
equity received as consideration for or as a portion of the purchase price for the Securitization Assets
transferred, or any other instrument through which such Group Member has rights to or receives
distributions in respect of any residual or excess interest in the Securitization Assets.

“Series” has the meaning set forth in Section 2.24.

“Solvency Certificate” means a Solvency Certificate of the Financial Officer substantially in the form of
Exhibit E-2.

“Solvent” means, with respect to the Group on a consolidated basis, that as of the date of determination,
(a) the sum of the Group’s debt (including contingent liabilities) does not exceed the present fair saleable
value of the Group’s present assets; (b) the Group’s capital is not unreasonably small in relation to its
business as of the date of determination; and (c) the Group has not incurred and does not intend to incur,
or believe (nor should it reasonably believe) that it will incur, Indebtedness beyond its ability to pay such
Indebtedness as they become due (whether at maturity or otherwise). For purposes of this definition, the
amount of any contingent liability at any time shall be computed as the amount that, in light of all of the
facts and circumstances existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria
for accrual under Statement of Financial Accounting Standard No. 5).

“Springing Lien Period” means the period from and after the date on which a Springing Lien Trigger
Event occurs and the U.S. Borrower and the Subsidiary Guarantors have complied with Section 5.13 to
but excluding the Guarantee Release Date.

“Springing Lien Trigger Event” means, solely during the Covenant Relief Period, the Public Debt Rating
is (1) a rating of BB+ (or the equivalent) or lower by S&P and (2) a rating of Ba1 (or the equivalent) or
lower by Moody’s.

“Standard Securitization Undertakings” means representations, warranties, covenants, Securitization

Repurchase Obligations and indemnities entered into by any Group Member that are reasonably
customary in accounts receivable securitization transactions.

“Subject Acquisition” means any acquisition by the U.S. Borrower and/or any of its Wholly-Owned
Subsidiaries of, or any transaction that results in the U.S. Borrower and/or any of its

A-46
Wholly-Owned Subsidiaries owning, whether by purchase, merger, exclusive inbound license, transfer of
rights under copyright or otherwise, all or substantially all of the assets of, all of the Equity Interests of, or
a business line or unit or a division of, any Person.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company,
association, joint venture or other business entity of which more than 50.0% of the total voting power of
shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency)
to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons
performing similar functions) having the power to direct or cause the direction of the management and
policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person or a combination thereof; provided, that in determining the
percentage of ownership interests of any Person controlled by another Person, no ownership interest in the
nature of a “qualifying share” of the former Person shall be deemed to be outstanding; provided, further,
that for purposes of Article IV and Article V, no Securitization Subsidiary shall be considered a
Subsidiary of the U.S. Borrower; provided, further, that, notwithstanding anything contained herein or
otherwise, for purposes of this Agreement and any other Loan Document, the CKI Trust shall not be
considered a Subsidiary of the U.S. Borrower; and provided, further, that, unless the context otherwise
requires, a Subsidiary shall mean a direct or indirect Subsidiary of the U.S. Borrower.

“Subsidiary Guarantor” means each U.S. Subsidiary that is a Wholly-Owned Subsidiary and hasis
required to become a party hereto as a Guarantor pursuant to Section 5.10 or Section 5.13 and has so
become a Guarantor; provided that, in no event shall any of the following Persons be required to become a
Subsidiary Guarantor:

(a) Immaterial Subsidiaries;

(b) any Subsidiary that is prohibited by applicable law, rule, regulation or contract (with respect to
any such contractual restriction, only to the extent existing on the Closing Date or on the date the
applicable Person becomes a direct or indirect Subsidiary of the U.S. Borrower so long as such contractual
restriction was not created in contemplation of the provisions of a Guaranty) from guaranteeing the
Obligations hereunder or which would require governmental (including regulatory) consent, approval,
license or authorization to provide a Guaranty (unless such consent, approval, license or authorization has
been received);

(c) any Subsidiary that becomes a Subsidiary after the Closing Date for which the provision of a
Guaranty could reasonably be expected to result in a material adverse tax consequence to the U.S.
Borrower or one of its subsidiaries as determined in good faith by the U.S. Borrower;

(d) any Subsidiary that owns, directly, or indirectly, no material assets other than the Equity
Interests (or Equity Interests and Indebtedness) of one or more Foreign Subsidiaries; or

(e) any Securitization Subsidiary;

provided, further, that after the Guarantee Release Date, upon written notice by the U.S. Borrower to the
Administrative Agent, any U.S. Subsidiary that has been released from its Guaranty shall not

A-47
be a Subsidiary Guarantor hereunder (unless the Borrower Representative has elected, at its option, to
cause such U.S. Subsidiary to be a Subsidiary Guarantor hereunder).

“Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any
agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the
Commodity Exchange Act.

“Swing Line Lender” means each of the Canadian Swing Line Lender, the European Swing Line Lender
and the U.S. Swing Line Lender, as applicable.

“Swing Line Loan” means a Canadian Swing Line Loan, a European Swing Line Loan or a U.S. Swing
Line Loan, as applicable, as applicable.

“Swing Line Note” means a promissory note substantially in the form of Exhibit B-3, as it may be
amended, restated, supplemented or otherwise modified from time to time.

“Swiss Francs” means the lawful currency of Switzerland.

“Syndication Agents” has the meaning specified in the preamble hereto.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or
withholding (and interest, fines, penalties and additions related thereto) of any nature and whatever called,
imposed, levied, collected, withheld or assessed by any Governmental Authority.

“Term Loan” means a Tranche A Dollar Term Loan, a Tranche A Euro Term Loan and an Incremental
Term Loan.

“Term Loan Commitment” means the Tranche A Dollar Term Loan Commitment or the Tranche A Euro
Term Loan Commitment of a Lender, and “Term Loan Commitments” means such Commitments of all
Lenders.

“Term Loan Maturity Date” means the Tranche A Dollar Term Loan Maturity Date, the Tranche A Euro
Term Loan Maturity Date and the Term Loan Maturity Date of any Series of Incremental Term Loans.

“Terminated Lender” has the meaning set forth in Section 2.23.

“Total Utilization of Canadian Revolving Commitments” means, as at any date of determination, the
Foreign Currency Equivalent of the sum of (i) the aggregate principal amount of all outstanding Canadian
Revolving Loans (other than Canadian Revolving Loans made for the purpose of repaying any Refunded
Swing Line Loans or reimbursing the applicable Issuing Bank for any amount drawn under any Canadian
Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Canadian
Swing Line Loans and (iii) the Canadian Letter of Credit Usage.

“Total Utilization of European Revolving Commitments” means, as at any date of determination, the Euro
Equivalent of the sum of (i) the aggregate principal amount of all outstanding European Revolving Loans
(other than European Revolving Loans made for the purpose of repaying any

A-48
Refunded Swing Line Loans or reimbursing the applicable Issuing Bank for any amount drawn under any
European Letter of Credit, but not yet so applied) (ii) the aggregate principal amount of all outstanding
European Swing Line Loans and (iii) the European Letter of Credit Usage.

“Total Utilization of Hong Kong Revolving Commitments” means, as at any date of determination, the
Dollar Equivalent of the aggregate principal amount of all outstanding Hong Kong Revolving Loans.

“Total Utilization of U.S. Revolving Commitments” means, as at any date of determination, the Dollar
Equivalent of the sum of (i) the aggregate principal amount of all outstanding U.S. Revolving Loans
(other than U.S. Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or
reimbursing the applicable Issuing Bank for any amount drawn under any U.S. Letter of Credit, but not
yet so applied), (ii) the aggregate principal amount of all outstanding U.S. Swing Line Loans and (iii) the
U.S. Letter of Credit Usage.

“Tranche A Dollar Term Loan” means a Tranche A Term Loan made by a Lender to the U.S. Borrower in
Dollars on the Closing Date pursuant to Section 2.01(a). The aggregate amount of Tranche A Dollar Term
Loans as of the Closing Date after giving effect to the making thereof, is $1,093,230,000.

“Tranche A Dollar Term Loan Commitment” means the commitment of a Lender to make or otherwise to
fund a Tranche A Term Loan in Dollars. The amount of each Lender’s Tranche A Dollar Term Loan
Commitment as of the Closing Date, if any, is set forth on Schedule 2.01(a) or in the applicable
Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions
hereof.

“Tranche A Dollar Term Loan Exposure” means, with respect to any Lender, as of any date of
determination, the outstanding principal amount of the Tranche A Dollar Term Loans of such Lender;
provided, that at any time prior to the making of the Tranche A Dollar Term Loans, the Tranche A Dollar
Term Loan Exposure of any Lender shall be equal to such Lender’s Tranche A Dollar Term Loan
Commitment.

“Tranche A Dollar Term Loan Maturity Date” means, the earlier of (i) the fifth anniversary of the Closing
Date, which date is April 29, 2024, and (ii) the date on which all Tranche A Dollar Term Loans shall
become due and payable in full hereunder, whether by acceleration or otherwise.

“Tranche A Euro Term Loan” means a Tranche A Term Loan made by a Lender to the European Borrower
in Euros on the Closing Date pursuant to Section 2.01(a) denominated in Euros. The aggregate amount of
Tranche A Euro Term Loans as of the Closing Date after giving effect to the making thereof, is
€500,000,000.

“Tranche A Euro Term Loan Commitment” means the commitment of a Lender to make or otherwise to
fund a Tranche A Euro Term Loan. The amount of each Lender’s Tranche A Euro Term Loan
Commitment as of the Closing Date, if any, is set forth on Schedule 2.01(a) or in the applicable
Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions
hereof.

A-49
“Tranche A Euro Term Loan Exposure” means, with respect to any Lender, as of any date of
determination, the outstanding principal amount of the Tranche A Euro Term Loans of such Lender;
provided, that at any time prior to the making of the Tranche A Euro Term Loans, the Tranche A Euro
Term Loan Exposure of any Lender shall be equal to such Lender’s Tranche A Euro Term Loan
Commitment.

“Tranche A Euro Term Loan Maturity Date” means, the earlier of (i) the fifth anniversary of the Closing
Date, which date is April 29, 2024, and (ii) the date on which all Tranche A Euro Term Loans shall
become due and payable in full hereunder, whether by acceleration or otherwise.

“Tranche A Term Loan” means Loans made by a Lender in respect of its Tranche A Dollar Term Loan
Commitment to the U.S. Borrower and/or its Tranche A Euro Term Loan Commitment to the European
Borrower pursuant to Section 2.01 and/or Section 2.24.

“Tranche A Term Loan Exposure” means Tranche A Dollar Term Loan Exposure and Tranche A Euro
Term Loan Exposure.

“Tranche A Term Loan Note” means a promissory note substantially in the form of Exhibit B-1, as it may
be amended, restated, supplemented or otherwise modified from time to time.

“Transactions” means the execution, delivery and performance by the Loan Parties of this Agreement and
the other Loan Documents, the borrowing of Loans and other Credit Extensions, the use of the proceeds
thereof and the issuance of Letters of Credit hereunder, the repayment or refinancing of Indebtedness
under the Existing Credit Agreement, all transactions in connection with or related to the foregoing and
the payment of fees, costs and expenses relating to each of the foregoing.

“Treasury Transaction” means any derivative transaction entered into in connection with protection
against or benefit from fluctuation in any rate or price and not for speculative purposes.

“Type of Loan” means (i) with respect to either Term Loans or Revolving Loans, a Base Rate Loan, a
Eurocurrency Rate Loan or a Canadian Prime Rate Loan and (ii) with respect to Swing Line Loans, a
Base Rate Loan, a Canadian Prime Rate Loan or an Euro Overnight Index Average Rate Loan.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any
applicable jurisdiction.

“UCP” means, with respect to any commercial Letter of Credit, the “Uniform Customs and Practice for
Documentary Credits” published by the International Chamber of Commerce as Publication No. 600 (or
such later version thereof as may be in effect at the time of issuance of such commercial Letter of Credit).

“UK” means the United Kingdom.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA
Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential

A-50
Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from
time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain
credit institutions and investment firms, and certain affiliates of such credit institutions or investment
firms.

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

“Unrestricted Cash” means, with respect to any Person, as of any date of determination, cash or cash
equivalents of such Person and its Subsidiaries that would not appear as “restricted”, in accordance with
GAAP, on a consolidated balance sheet of such Person and its Subsidiaries as of such date.

“U.S. Borrower” has the meaning specified in the preamble hereto.

“U.S. Issuing Bank” means an Issuing Bank that has agreed to issue U.S. Letters of Credit.

“U.S. Lender” has the meaning set forth in Section 2.20(c).

“U.S. Letter of Credit” means any commercial or standby letter of credit issued or to be issued by an
Issuing Bank for the account of the U.S. Borrower or any of its Subsidiaries pursuant to Section 2.04(a)(i)
of this Agreement, and any letter of credit issued and outstanding as of the Closing Date and designated
by the Borrower Representative as a “U.S. Letter of Credit” pursuant to a written notice delivered to the
Administrative Agent on or prior to the Closing Date; provided that the issuer thereof is a Revolving
Lender hereunder. Each such letter of credit so designated shall be deemed to constitute a U.S. Letter of
Credit and a Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement
and the other Loan Documents.

“U.S. Letter of Credit Sublimit” means (a) the lesser of (i) $75,000,000 and (ii) the aggregate unused
amount of the U.S. Revolving Commitments then in effect and (b) as to any Issuing Bank (i) listed on
Schedule 2.04(b), an amount equal to the amount set forth opposite such Issuing Bank’s name under the
column “U.S. Letter of Credit Sublimit” on Schedule 2.04(b) (provided that such Issuing Bank may, in its
sole discretion, agree to issue U.S. Letters of Credit in excess of such amount) and (ii) not listed on
Schedule 2.04(b), an amount agreed by such Issuing Bank in its sole discretion.

“U.S. Letter of Credit Usage” means, as at any date of determination, the sum of (i) the maximum
aggregate amount which is, or at any time thereafter may become, available for drawing under all U.S.
Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under U.S. Letters of
Credit honored by an Issuing Bank and not theretofore reimbursed by or on behalf of the U.S. Borrower.

“U.S. LIBO Rate” has the meaning set forth in the definition of “Eurocurrency Rate”.

“U.S. Loan” means a Tranche A Dollar Term Loan and/or a U.S. Revolving Loan, as applicable.

“U.S. Refunded Swing Line Loans” has the meaning set forth in Section 2.03(b)(iv).

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“U.S. Revolving Commitment” means the commitment of a Lender to make or otherwise fund any U.S.
Revolving Loan and to acquire participations in U.S. Letters of Credit and Swing Line Loans hereunder
and “U.S. Revolving Commitments” means such Commitments of all Lenders in the aggregate. The
amount of each Lender’s U.S. Revolving Commitment, if any, is set forth on Schedule 2.02 or in the
applicable Assignment Agreement or Joinder Agreement, as applicable, subject to any adjustment or
reduction pursuant to the terms and conditions hereof. The aggregate amount of the U.S. Revolving
Commitments as of the Closing Date is $675,000,000.

“U.S. Revolving Commitment Period” means the period from and including the Closing Date to but
excluding the U.S. Revolving Commitment Termination Date.

“U.S. Revolving Commitment Termination Date” means the earliest to occur of (i) the fifth anniversary of
the Closing Date, which date is April 29, 2024, (ii) the date such U.S. Revolving Commitments are
permanently reduced to zero pursuant to Section 2.13(b) or Section 2.14 and (iii) the date of the
termination of such U.S. Revolving Commitments pursuant to Section 8.01; provided, that if any of the
U.S. Revolving Commitments are extended pursuant to Section 2.26, the U.S. Revolving Commitment
Termination Date relating to such extended U.S. Revolving Commitments will be extended pursuant to
Section 2.26.

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

“U.S. Revolving Loan” means Loans made by a Lender in respect of its U.S. Revolving Commitment to
the U.S. Borrower pursuant to Section 2.02(a) and/or Section 2.24.
“U.S. Subsidiary” means any Subsidiary other than a Foreign Subsidiary.

“U.S. Swing Line Lender” means Barclays in its capacity as the U.S. Swing Line Lender hereunder,
together with its permitted successors and assigns in such capacity.

“U.S. Swing Line Loan” means a Loan made by the U.S. Swing Line Lender to the U.S. Borrower
pursuant to Section 2.03(a)(i).
“U.S. Swing Line Sublimit” means the lesser of (i) $50,000,000 and (ii) the aggregate unused amount of
U.S. Revolving Commitments then in effect.

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“Valuation Date” means (i) the date two Business Days prior to the making, continuing or converting of
any Revolving Loan or the date of issuance or continuation of any Letter of Credit and (ii) any other date
designated by the Administrative Agent or Issuing Bank.

“Voting Stock” has the meaning set forth in the definition of “Change of Control”.
“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of
years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each
then remaining installment, sinking fund, serial maturity or other required payments of principal,
including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then
outstanding principal amount of such Indebtedness.

“Wholly-Owned Subsidiary” means, with respect to any Person, any other Person all of the Equity
Interests of which (other than (x) directors’ qualifying shares and (y) shares issued to foreign nationals to
the extent required by applicable law) are owned by such Person directly and/or indirectly through other
wholly-owned Subsidiaries of such Person.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the
write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In
Legislation for the applicable EEA Member Country, which write-down and conversion powers are
described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers
of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change
the form of a liability of any UK Financial Institution or any contract or instrument under which that
liability arises, to convert all or part of that liability into shares, securities or obligations of that person or
any other person, to provide that any such contract or instrument is to have effect as if a right had been
exercised under it or to suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02 Accounting Terms. Except as otherwise expressly provided herein, all accounting
terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.
Financial statements and other information required to be delivered by the Borrower Representative to
Lenders pursuant to Sections 5.08(a) and 5.08(b) shall be prepared in accordance with GAAP as in effect
at the time of such preparation (and delivered together with the reconciliation statements provided for
thereunder, if applicable). Subject to the foregoing, calculations in connection with the definitions,
covenants and other provisions hereof shall utilize accounting principles and policies in material
conformity with GAAP; provided, that if a change in GAAP would materially change the calculation of
the financial covenants, standards or terms of this Agreement, (i) the Borrower Representative shall
provide prompt notice of such change to the Administrative Agent and (ii) the Borrower Representative or
the Administrative Agent may request that such calculations continue to be made in accordance with
GAAP without giving effect to such change (in which case the Borrower Representative, the
Administrative Agent and the Lenders agree to negotiate in good faith to amend the provisions hereof to
eliminate the effect of such change in GAAP, but until such amendment is entered into, the calculations
shall be made in accordance with GAAP without giving effect to such change).

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 Section 1.03 Interpretation, Etc. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the reference. References herein to
any Article, Section, Schedule or Exhibit shall be to an Article, a Section, a Schedule or an Exhibit, as the
case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or
“including”, when following any general statement, term or matter, shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately following such word or to
similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not
limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer
to all other items or matters that fall within the broadest possible scope of such general statement, term or
matter. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and
the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to
any and all tangible and intangible assets and properties, including cash, securities, accounts and contract
rights. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
Except as otherwise expressly provided herein or therein, any reference in this Agreement or any other
Loan Document to any agreement, document or instrument shall mean such agreement, document or
instrument as amended, restated, supplemented or otherwise modified from time to time, in each case, in
accordance with the express terms of this Agreement or such Loan Document. For all purposes under the
Loan Documents, in connection with any division or “plan of division” under Delaware law (or any
comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any
Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to
have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes
into existence, such new Person shall be deemed to have been organized on the first date of its existence
by the holders of its Equity Interests at such time.

Section 1.04 Exchange Rates; Currency Equivalents; Basket Calculations.

(a) The Administrative Agent or the Issuing Bank, as applicable, shall determine the Exchange
Rates as of each Valuation Date to be used for calculating Euro Equivalent, Foreign Currency Equivalent
and Dollar Equivalent amounts of Credit Extensions and amounts outstanding hereunder denominated in
other Approved Currencies. Such Exchange Rates shall become effective as of such Valuation Date and
shall be the Exchange Rates employed in converting any amounts between the applicable currencies until
the next Valuation Date to occur. Except for purposes of financial statements delivered by the Borrower
Representative hereunder or except as otherwise provided herein, the applicable amount of any currency
(other than Dollars) for purposes of the Loan Documents shall be the Dollar Equivalent of such currency
as so determined by the Administrative Agent or the Issuing Bank, as applicable.

(b) Whenever in this Agreement in connection with a borrowing, conversion, continuation or

prepayment of a Eurocurrency Rate Loan or a Canadian Prime Rate Loan or the issuance, amendment or
extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed
in Dollars or Euros, but such borrowing, Eurocurrency Rate Loan, Canadian Prime Rate Loan or Letter of
Credit is denominated in another Approved Currency, such amount shall be the relevant Foreign Currency
Equivalent of such Dollar or Euro amount (rounded

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to the nearest unit of such other Approved Currency, with 0.5 or a unit being rounded upward), as
determined by the Administrative Agent or the Issuing Bank, as the case may be.

(c) Notwithstanding the foregoing, for purposes of determining compliance with Sections 6.01,
6.02, and 6.03, (i) with respect to any amount of (w) cash on deposit, (x) the incurrence of Liens, (y) the
conveyance, transfer, lease, or disposition of assets or (z) the incurrence of Indebtedness (each, a
“Covenant Transaction”) in a currency other than Dollars, no Default or Event of Default shall be deemed
to have occurred solely as a result of changes in rates of exchange occurring after the time such Covenant
Transaction is incurred or made, and (ii) with respect to any Covenant Transaction incurred or made in
reliance on a provision that makes reference to a percentage of Consolidated Net Worth, no Default or
Event of Default shall be deemed to have occurred solely as a result of changes in the amount of
Consolidated Net Worth occurring after the time such Covenant Transaction is incurred or made in
reliance on such provision.

(d) For purposes of determining compliance with the Net Leverage Ratio, the amount of any
Indebtedness denominated in any currency other than Dollars will be converted into Dollars based on the
relevant currency exchange rate in effect on the date of the financial statements on which the applicable
Consolidated EBITDA is calculated. For purposes of determining compliance with Sections 6.01, 6.02,
and 6.03, with respect to the amount of any Covenant Transaction in a currency other than Dollars, such
amount (i) if incurred or made in reliance on a fixed Dollar basket, will be converted into Dollars based on
the relevant currency exchange rate in effect on the Closing Date, and (ii) if incurred in reliance on a
percentage basket, will be converted into Dollars based on the relevant currency exchange rate in effect on
the date such Covenant Transaction is incurred or made and such percentage basket will be measured at
the time such Covenant Transaction is incurred or made.

(e) For the avoidance of doubt, in the case of a Loan denominated in an Approved Currency other
than Dollars, except as expressly provided herein, all interest and fees shall accrue and be payable thereon
based on the actual amount outstanding in such Approved Currency (without any translation into the
Dollar Equivalent thereof).

(f) If at any time on or following the Closing Date all of the Participating Member States that had
adopted the Euro as their lawful currency on or prior to the Closing Date cease to have the Euro as their
lawful national currency unit, then the U.S. Borrower, the Administrative Agent, and the Lenders will
negotiate in good faith to amend the Loan Documents to (a) follow any generally accepted conventions
and market practice with respect to redenomination of obligations originally denominated in Euro, and (b)
otherwise appropriately reflect the change in currency.

Section 1.05 Dutch Terms. In this Agreement, where it relates to the European Borrower, a
reference to:

(a) a necessary action to authorize where applicable, includes without limitation: any action
requires to comply with the Dutch Works Councils Act (Wet op de ondernemingsraden) ;

(b) gross negligence means grove schuld;

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 (c) willful misconduct means opzet;

(d) a dissolution includes a Dutch entity being dissolved (ontbonden);

(e) a moratorium includes surseance van betaling and granted a moratorium includes surseance
verleend;

(f) any step or procedure taken in connection with insolvency proceedings includes a Dutch entity
having filed a notice under Section 36 of the 1990 Dutch Tax Collection Act (Invorderingswet 1990);

(g) a receiver includes a curator;

(h) an administrator includes a bewindvoerder; and

(i) an attachment includes a beslag.

Section 1.06 Additional Other Foreign Currencies, Approved Issuing Currencies.

(a) The Borrower Representative may from time to time request that European Revolving Loans
be made and/or European Letters of Credit be issued in a currency other than those specifically listed in
the definition of “Other Foreign Currencies”; provided that such requested currency is a lawful currency
that is readily transferable and readily convertible into Euro in the relevant interbank market. Such request
shall be subject to the approval of the Administrative Agent and each of the Revolving Lenders with
European Revolving Commitments; and in the case of any such request with respect to the issuance of
European Letters of Credit, such request shall be subject to the approval of the Administrative Agent and
applicable Issuing Banks (any such approved issuing currency with respect to the issuance of European
Letters of Credit, an “Approved Issuing Currency”). It being acknowledged and agreed that any currency
appearing on Schedule 2.04(a) as of the Closing Date shall, solely with respect to the applicable European
Letter of Credit listed thereon, be deemed to be an Approved Issuing Currency.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m. (New
York time), ten (10) Business Days prior to the date of the desired European Revolving Loan or the
issuance of the applicable European Letter of Credit (or such shorter period as may be agreed by the
Administrative Agent and, in the case of any such request pertaining to European Letters of Credit, the
applicable Issuing Lender, in its or their sole discretion). In the case of any such request pertaining to
European Revolving Loans, the Administrative Agent shall promptly notify each Revolving Lender with
European Revolving Commitments thereof; and in the case of any such request pertaining to European
Letters of Credit, the Administrative Agent shall promptly notify the applicable Issuing Bank thereof.
Each such Revolving Lender or such applicable Issuing Bank shall notify the Administrative Agent, not
later than 11:00 a.m. (New York time), five (5) Business Days after receipt of such request (or such other
time or date as may be agreed by the Administrative Agent in its sole discretion and notified to such
Revolving Lenders or Issuing Bank, as applicable), whether it consents, in its sole discretion, to the
making of European Revolving Loans or the issuance of European Letters of Credit, as the case may be,
in such requested currency.

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 (c) Any failure by a Revolving Lender with European Revolving Commitments or an Issuing
Bank, as the case may be, to respond to such request within the time period specified in the preceding
sentence shall be deemed to be a refusal by such Revolving Lender or Issuing Bank, as the case may be, to
permit European Revolving Loans to be made or European Letters of Credit to be issued in such requested
currency. If the Administrative Agent and all the Revolving Lenders with European Revolving
Commitments consent to making European Revolving Loans in such requested currency, the
Administrative Agent shall so notify the Borrower Representative and such currency shall thereupon be
deemed for all purposes to be an Other Foreign Currency hereunder for purposes of any European
Revolving Loan; and if the Administrative Agent and the applicable Issuing Bank consent to the issuance
of European Letters of Credit in such requested currency, the Administrative Agent shall so notify the
Borrower Representative and such currency shall thereupon be deemed for all purposes to be an Other
Foreign Currency hereunder for purposes of any European Letter of Credit issuances by such Issuing
Bank, provided that if such currency request is solely with respect to European Letters of Credit, such
currency shall solely be deemed an Approved Issuing Currency (and not an Other Foreign Currency). If
the Administrative Agent shall fail to obtain consent to any request for an additional currency under this
Section 1.06, the Administrative Agent shall promptly so notify the Borrower Representative.

ARTICLE II.LOANS AND LETTERS OF CREDIT

Section 2.01 Tranche A Term Loans.

(a) Term Loan Commitments. Subject to the terms and conditions hereof, each Lender severally
agrees to make, on the Closing Date, (i) a Tranche A Dollar Term Loan to the U.S. Borrower in Dollars in
an amount equal to its Tranche A Dollar Term Loan Commitment and (ii) a Tranche A Euro Term Loan to
the European Borrower in Euros and in an amount equal to its Tranche A Euro Term Loan Commitment.
Each of the U.S. Borrower and European Borrower may make only one borrowing under the applicable
Term Loan Commitments, which shall be on the Closing Date. Any amount borrowed under this Section
2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.12 and 2.13(a),
all amounts owed hereunder with respect to the Tranche A Term Loans shall be paid in full no later than
the applicable Term Loan Maturity Date. Each Lender’s Term Loan Commitment shall terminate
immediately and without further action on the Closing Date after giving effect to the funding of such
Lender’s Tranche A Term Loans on such date.

(b) Borrowing Mechanics for Term Loans on Closing Date. Upon receipt of the applicable
Borrowing Notice, each Lender shall make its Term Loans available to the Administrative Agent not later
than 9:00 a.m. (New York City time) on the Closing Date by wire transfer of same day funds in Dollars or
Euros, as the case may be, at the Principal Office designated by the Administrative Agent. The
Administrative Agent shall make the proceeds of such Term Loans available to the applicable Borrower
on the Closing Date by causing an amount of same day funds in Dollars or Euros, as the case may be,
equal to the proceeds of all such Loans

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received by the Administrative Agent from Lenders to be credited to such account as may be designated
in writing to the Administrative Agent by the Borrower Representative.

Section 2.02 Revolving Loans.

(a) U.S. Revolving Commitments. During the U.S. Revolving Commitment Period, subject to the
terms and conditions hereof, each Lender severally agrees to make U.S. Revolving Loans to the U.S.
Borrower in an aggregate amount up to but not exceeding such Lender’s U.S. Revolving Commitment;
provided, that after giving effect to the making of any U.S. Revolving Loans in no event shall the Total
Utilization of U.S. Revolving Commitments exceed the U.S. Revolving Commitments then in effect.
Loans in respect of the U.S. Revolving Commitments shall be drawn in Dollars. Amounts borrowed
pursuant to this Section 2.02(a) may be repaid and reborrowed during the applicable Revolving
Commitment Period. Each Lender’s U.S. Revolving Commitments shall expire on the U.S. Revolving
Commitment Termination Date and all U.S. Revolving Loans extended with respect to such U.S.
Revolving Commitments and all other amounts owed hereunder with respect to the U.S. Revolving Loans
and the U.S. Revolving Commitments shall be paid in full no later than such date.

(b) European Revolving Commitments. During the European Revolving Commitment Period,
subject to the terms and conditions hereof, each Lender severally agrees to make European Revolving
Loans to the European Borrower in an aggregate amount up to but not exceeding such Lender’s European
Revolving Commitment; provided, that after giving effect to the making of any European Revolving
Loans in no event shall the Total Utilization of European Revolving Commitments exceed the European
Revolving Commitments then in effect. Loans in respect of the European Revolving Commitments may
be drawn in Euros or an Other Foreign Currency, as specified in the Borrowing Notice. Amounts
borrowed pursuant to this Section 2.02(b) may be repaid and reborrowed during the applicable Revolving
Commitment Period. Each Lender’s European Revolving Commitments shall expire on the European
Revolving Commitment Termination Date and all European Revolving Loans and all other amounts owed
hereunder with respect to the European Revolving Loans and the European Revolving Commitments shall
be paid in full no later than such date.

(c) Canadian Revolving Commitments. During the Canadian Revolving Commitment Period,
subject to the terms and conditions hereof, each Lender severally agrees to make Canadian Revolving
Loans to the U.S. Borrower in an aggregate amount up to but not exceeding such Lender’s Canadian
Revolving Commitment; provided, that after giving effect to the making of any Canadian Revolving
Loans in no event shall the Total Utilization of Canadian Revolving Commitments exceed the Canadian
Revolving Commitments then in effect. Loans in respect of the Canadian Revolving Commitments may
be drawn in Dollars or Canadian Dollars, as specified in the Borrowing Notice. Amounts borrowed
pursuant to this Section 2.02(c) may be repaid and reborrowed during the applicable Revolving
Commitment Period. Each Lender’s Canadian Revolving Commitments shall expire on the Canadian
Revolving Commitment Termination Date and all Canadian Revolving Loans and all other amounts owed
hereunder with respect to the Canadian Revolving Loans and such Canadian Revolving Commitments
shall be paid in full no later than such date.

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 (d) Hong Kong Revolving Commitments. During the Hong Kong Revolving Commitment Period,
subject to the terms and conditions hereof, each Lender severally agrees to make Hong Kong Revolving
Loans to the Hong Kong Borrower in an aggregate amount up to but not exceeding such Lender’s Hong
Kong Revolving Commitment; provided, that after giving effect to the making of any Hong Kong
Revolving Loans in no event shall the Total Utilization of Hong Kong Revolving Commitments exceed
the Hong Kong Revolving Commitments then in effect. Loans in respect of the Hong Kong Revolving
Commitments may be drawn in Dollars or Hong Kong Dollars, as specified in the Borrowing Notice.
Amounts borrowed pursuant to this Section 2.02(d) may be repaid and reborrowed during the applicable
Revolving Commitment Period. Each Lender’s Hong Kong Revolving Commitments shall expire on the
Hong Kong Revolving Commitment Termination Date and all Hong Kong Revolving Loans extended
with respect to such Hong Kong Revolving Commitments and all other amounts owed hereunder with
respect to the Hong Kong Revolving Loans and the Hong Kong Revolving Commitments shall be paid in
full no later than such date.

(e) Borrowing Mechanics for Revolving Loans.

(i) Except pursuant to Section 2.04(d), (x) U.S. Revolving Loans that are Base Rate
Loans, Canadian Revolving Loans that are Base Rate Loans or Canadian Prime Rate Loans and
Hong Kong Revolving Loans that are Base Rate Loans shall be made in a minimum amount of
$5,000,000 (or, with regard to Loans denominated in Canadian Dollars, the applicable Foreign
Currency Equivalent) and integral multiples of $1,000,000 (or, with regard to Loans denominated
in Canadian Dollars, the applicable Foreign Currency Equivalent) in excess of that amount, (y)
U.S. Revolving Loans, Canadian Revolving Loans and Hong Kong Revolving Loans that are
Eurocurrency Rate Loans shall be in a minimum amount of $1,000,000 (or, with regard to Loans
denominated in Canadian Dollars or Hong Kong Dollars, the applicable Foreign Currency
Equivalent) and integral multiples of $1,000,000 (or, with regard to Loans denominated in
Canadian Dollars or Hong Kong Dollars, the applicable Foreign Currency Equivalent) in excess
of that amount and (z) European Revolving Loans shall be in a minimum amount of €1,000,000
(or, with regard to Loans denominated in Other Foreign Currencies, the applicable Foreign
Currency Equivalent) and integral multiples of €1,000,000 (or, with regard to Loans denominated
in Other Foreign Currencies, the applicable Foreign Currency Equivalent) in excess of that
amount.

(ii) Whenever the U.S. Borrower desires that Lenders make Revolving Loans to it, it shall
deliver to the Administrative Agent a fully executed Borrowing Notice no later than 11:00 a.m.
(New York City time) (x) at least three Business Days in advance of the proposed Credit Date in
the case of a Eurocurrency Rate Loan denominated in Dollars or Canadian Dollars and (y) at least
one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is
a Base Rate Loan denominated in Dollars or a Revolving Loan that is a Canadian Prime Rate
Loan denominated in Canadian Dollars. Whenever the European Borrower desires that Lenders
make European Revolving Loans, it shall deliver to the Administrative Agent a fully executed
Borrowing Notice no later than 11:00 a.m. (New York City time) (x) at least three Business Days
in advance of the proposed Credit Date in the case of European Revolving Loans denominated in
Euro or

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Pounds Sterling, (y) at least four Business Days in advance of the proposed Credit Date in the
case of European Revolving Loans denominated in Swiss Francs and (z) at least five Business
Days in advance of the proposed Credit Date in the case of European Revolving Loans
denominated in Australian Dollars or Japanese Yen. Whenever the Hong Kong Borrower desires
that Lenders make Revolving Loans to it, it shall deliver to the Administrative Agent a fully
executed Borrowing Notice no later than 11:00 a.m. (New York City time) (x) at least five
Business Days in advance of the proposed Credit Date in the case of a Eurocurrency Rate Loan
denominated in Dollars or Hong Kong Dollars and (y) at least one Business Day in advance of
the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan denominated
in Dollars. Except as otherwise provided herein, a Borrowing Notice for a Revolving Loan that is
a Eurocurrency Rate Loan shall be irrevocable on and after the related Interest Rate
Determination Date, and the applicable Borrower shall be bound to make a borrowing in
accordance therewith.

(iii) Notice of receipt of each Borrowing Notice in respect of U.S. Revolving Loans or
Canadian Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if
any, together with the applicable interest rate, shall be provided by the Administrative Agent to
each applicable Lender by telefacsimile with reasonable promptness, but (provided the
Administrative Agent shall have received such notice by 11:00 a.m. (New York City time)) not
later than 2:00 p.m. (New York City time) on the same day as the Administrative Agent’s receipt
of such Notice from the U.S. Borrower. Each Lender shall make the amount of its U.S. Revolving
Loan or Canadian Revolving Loan, as applicable, available to the Administrative Agent not later
than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day
funds in the requested Approved Currency, at the Principal Office designated by the
Administrative Agent.

(iv) Notice of receipt of each Borrowing Notice in respect of European Revolving Loans,
together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the
applicable interest rate, shall be provided by the Administrative Agent to each applicable Lender
by telefacsimile with reasonable promptness, but (provided the Administrative Agent shall have
received such notice by 11:00 a.m. (New York City time)) not later than 2:00 p.m. (New York
City time) on the same day as the Administrative Agent’s receipt of such Notice from the
European Borrower. Each Lender shall make the amount of its European Revolving Loan
available to the Administrative Agent not later than 9:00 a.m. (New York City time) on the
applicable Credit Date by wire transfer of same day funds in the requested Approved Currency, at
the Principal Office designated by the Administrative Agent.

(v) Notice of receipt of each Borrowing Notice in respect of Hong Kong Revolving
Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the
applicable interest rate, shall be provided by the Administrative Agent to each applicable Lender
by telefacsimile with reasonable promptness, but (provided the Administrative Agent shall have
received such notice by 11:00 a.m. (New York City time)) not later than 2:00 p.m. (New York
City time) on the same day as the Administrative Agent’s receipt of such Notice from the Hong
Kong Borrower. Each

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Lender shall make the amount of its Hong Kong Revolving Loan, as applicable, available to the
Administrative Agent not later than 9:00 a.m. (New York City time) on the applicable Credit Date
by wire transfer of same day funds in the requested Approved Currency, at the Principal Office
designated by the Administrative Agent.

(vi) Except as provided herein, upon satisfaction or waiver of the conditions precedent
specified herein, the Administrative Agent shall make the proceeds of Revolving Loans available
to the applicable Borrower on the applicable Credit Date by causing an amount of same day funds
in the requested Approved Currency equal to the proceeds of all such Revolving Loans received
by the Administrative Agent from Lenders to be credited to the account of the applicable
Borrower at the Principal Office designated by the Administrative Agent or such other account as
may be designated in writing to the Administrative Agent by the applicable Borrower or the
Borrower Representative.

Section 2.03 Swing Line Loans.

(a) Swing Line Loans Commitments.

(i) From time to time during the U.S. Revolving Commitment Period, subject to the terms
and conditions hereof, the U.S. Swing Line Lender hereby agrees to make U.S. Swing Line Loans
to the U.S. Borrower in the aggregate amount up to but not exceeding the U.S. Swing Line
Sublimit; provided, that after giving effect to the making of any U.S. Swing Line Loan, in no
event shall the Total Utilization of U.S. Revolving Commitments exceed the U.S. Revolving
Commitments then in effect. Amounts borrowed pursuant to this Section 2.03(a)(i) may be repaid
and reborrowed during the U.S. Revolving Commitment Period. The U.S. Swing Line Lender’s
Revolving Commitment shall expire on the U.S. Revolving Commitment Termination Date. All
U.S. Swing Line Loans and all other amounts owed hereunder with respect to the U.S. Swing
Line Loans shall be paid in full on the earlier of (i) the date which is three days after the
incurrence thereof and (ii) the U.S. Revolving Commitment Termination Date;

(ii) From time to time during the European Revolving Commitment Period, subject to the
terms and conditions hereof, the European Swing Line Lender hereby agrees to make European
Swing Line Loans to the European Borrower in the aggregate amount up to but not exceeding the
European Swing Line Sublimit; provided that no European Swing Line Loan shall be available in
any currency other than Euro; provided, further, that after giving effect to the making of any
European Swing Line Loan, in no event shall the Total Utilization of European Revolving
Commitments exceed the European Revolving Commitments then in effect. Amounts borrowed
pursuant to this Section 2.03(a)(ii) may be repaid and reborrowed during the European Revolving
Commitment Period. The European Swing Line Lender’s European Revolving Commitment shall
expire on the European Revolving Commitment Termination Date. All European Swing Line
Loans and all other amounts owed hereunder with respect to the European Swing Line Loans
shall be paid in full on the earlier of (i) the date which is three days after the incurrence thereof
and (ii) the European Revolving Commitment Termination Date; and

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 (iii) From time to time during the Canadian Revolving Commitment Period, subject to the
terms and conditions hereof, the Canadian Swing Line Lender hereby agrees to make Canadian
Swing Line Loans to the U.S. Borrower in the aggregate amount up to but not exceeding the
Canadian Swing Line Sublimit; provided that after giving effect to the making of any Canadian
Swing Line Loan, in no event shall the Total Utilization of Canadian Revolving Commitments
exceed the Canadian Revolving Commitments then in effect. Amounts borrowed pursuant to this
Section 2.03(a)(iii) may be repaid and reborrowed during the Canadian Revolving Commitment
Period. The Canadian Swing Line Lender’s Canadian Revolving Commitment shall expire on the
Canadian Revolving Commitment Termination Date. All Canadian Swing Line Loans and all
other amounts owed hereunder with respect to the Canadian Swing Line Loans shall be paid in
full on the earlier of (i) the date which is three days after the incurrence thereof and (ii) the
Canadian Revolving Commitment Termination Date.

(b) Borrowing Mechanics for Swing Line Loans.

(i) (A) U.S. Swing Line Loans shall be made in a minimum amount of $500,000 and
integral multiples of $100,000 in excess of that amount; (B) Canadian Swing Line Loans shall be
made in a minimum amount of CAD $500,000 and integral multiples of CAD $100,000 in excess
of that amount and (C) European Swing Line Loans shall be made in a minimum amount of
€500,000 and integral multiples of €100,000 in excess of that amount.

(ii) Whenever the U.S. Borrower desires that the U.S. Swing Line Lender make a U.S.
Swing Line Loan, the U.S. Borrower shall deliver to the Administrative Agent and the U.S.
Swing Line Lender a Borrowing Notice no later than 2:00 p.m. (New York City time) on the
proposed Credit Date. Whenever the U.S. Borrower desires that the Canadian Swing Line Lender
make a Canadian Swing Line Loan, the U.S. Borrower shall deliver to the Administrative Agent
and the Canadian Swing Line Lender a Borrowing Notice no later than 1:00 p.m. (New York City
time) on the proposed Credit Date. Whenever the European Borrower desires that the European
Swing Line Lender make a European Swing Line Loan, the European Borrower shall deliver to
the Administrative Agent and the European Swing Line Lender a Borrowing Notice no later than
11:00 a.m. (London, England time) on the proposed Credit Date.

(iii) The applicable Swing Line Lender shall make the amount of its Swing Line Loan
available to the applicable Borrower not later than (A) 3:00 p.m. (New York City time) in the case
of a U.S. Swing Line Lender, (B) 3:00 p.m. (New York City time) in the case of a Canadian
Swing Line Lender or (C) 3:00 p.m. (London, England time) in the case of a European Swing
Line Lender in each case on the applicable Credit Date by wire transfer of same day funds in
Dollars, Canadian Dollars or Euros (as applicable), at the Administrative Agent’s Principal
Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent
specified herein, the Administrative Agent shall make the proceeds of such Swing Line Loans
available to the U.S. Borrower or European Borrower, as applicable, promptly upon receipt from
such Swing Line Lender on the applicable Credit Date by causing an amount of same day funds
in Dollars, Canadian

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Dollars or Euros, as applicable, equal to the proceeds of all such Swing Line Loans received by
the Administrative Agent from the applicable Swing Line Lender to be credited to the account of
the U.S. Borrower or European Borrower, as applicable, at the Administrative Agent’s Principal
Office, or to such other account as may be designated in writing to the Administrative Agent by
the U.S. Borrower or European Borrower.

(iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by the
applicable Borrower pursuant to Section 2.13(a) or repaid pursuant to Section 2.03(a), the
applicable Swing Line Lender may at any time in its sole and absolute discretion, deliver to the
Administrative Agent (with a copy to the applicable Borrower), no later than 11:00 a.m. (New
York City time) at least one Business Day (or at least three Business Days in the case of European
Swing Line Loans) in advance of the proposed Credit Date, a notice (which shall be deemed to be
a Borrowing Notice given by the applicable Borrower) requesting that (x) with regard to any U.S.
Swing Line Loan, each Lender holding a U.S. Revolving Commitment make U.S. Revolving
Loans that are Base Rate Loans to the U.S. Borrower on such Credit Date in an amount equal to
the amount of such U.S. Swing Line Loans (the “U.S. Refunded Swing Line Loans”) outstanding
on the date such notice is given which the U.S. Swing Line Lender requests Lenders to prepay,
(y) with regard to any Canadian Swing Line Loan, each Lender holding a Canadian Revolving
Commitment make Canadian Revolving Loans that are Base Rate Loans or Canadian Prime Rate
Loans, as applicable, to the U.S. Borrower on such Credit Date in an amount equal to the amount
of such Canadian Swing Line Loans (the “Canadian Refunded Swing Line Loans”) outstanding
on the date such notice is given which the Canadian Swing Line Lender requests Lenders to
prepay and (z) with regard to any European Swing Line Loan, each Lender holding a European
Revolving Commitment make European Revolving Loans that are Eurocurrency Rate Loans to
the European Borrower on such Credit Date in an amount equal to the amount of such European
Swing Line Loans (the “European Refunded Swing Line Loans” and, together with the U.S.
Refunded Swing Line Loans and the European Refunded Swing Line Loans, the “Refunded
Swing Line Loans”) outstanding on the date such notice is given which the European Swing Line
Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary
notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than the
applicable Swing Line Lender shall be immediately delivered by the Administrative Agent to the
applicable Swing Line Lender (and not to the applicable Borrower) and applied to repay a
corresponding portion of the applicable Refunded Swing Line Loans and (2) on the day such
Revolving Loans are made, the applicable Swing Line Lender’s Pro Rata Share of the Refunded
Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the
applicable Swing Line Lender to the applicable Borrower, and such portion of the Swing Line
Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no
longer be due under the applicable Swing Line Note of the applicable Swing Line Lender but
shall instead constitute part of the applicable Swing Line Lender’s outstanding Revolving Loans
to the applicable Borrower and shall be due under the applicable Revolving Loan Note issued by
the applicable Borrower to the applicable Swing Line Lender. If any portion of any such amount
paid (or deemed to be paid) to the applicable Swing Line Lender should be recovered by or on
behalf of the applicable Borrower from the applicable Swing Line

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Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the
amount so recovered shall be ratably shared among all Lenders in the manner contemplated by
Section 2.17. For the avoidance of doubt, each Lender’s obligation to fund Revolving Loans
pursuant to this clause (iv) shall be subject to Section 2.05(a).

(v) If for any reason Revolving Loans are not made pursuant to Section 2.03(b)(iv) in an
amount sufficient to repay any amounts owed to the applicable Swing Line Lender in respect of
any outstanding Swing Line Loans on or before the third Business Day after demand for payment
thereof by the applicable Swing Line Lender, (x) each Lender holding a U.S. Revolving
Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such
outstanding U.S. Swing Line Loans in an amount equal to its Pro Rata Share of the applicable
unpaid amount together with accrued interest thereon, (y) each Lender holding a Canadian
Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation
in such outstanding Canadian Swing Line Loans in an amount equal to its Pro Rata Share of the
applicable unpaid amount together with accrued interest thereon and (z) each Lender holding a
European Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a
participation in such outstanding European Swing Line Loans in an amount equal to its Pro Rata
Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business
Day’s notice (or three Business Days’ notice in the case of European Swing Line Loans) from the
applicable Swing Line Lender, each Lender deemed to have purchased a participation pursuant to
the immediately preceding sentence shall deliver to the applicable Swing Line Lender an amount
equal to its respective participation in the applicable unpaid amount in same day funds at the
Principal Office of such Swing Line Lender. In order to evidence such participation each Lender
holding such a Revolving Commitment agrees to enter into a participation agreement at the
request of the applicable Swing Line Lender in form and substance reasonably satisfactory to the
applicable Swing Line Lender. In the event any Lender deemed to have purchased a participation
pursuant to the first sentence of this clause (v) fails to make available to the applicable Swing
Line Lender the amount of such Lender’s participation as provided in this paragraph, the
applicable Swing Line Lender shall be entitled to recover such amount on demand from such
Lender together with interest thereon for three Business Days at the rate customarily used by the
applicable Swing Line Lender for the correction of errors among banks and thereafter at the Base
Rate, the Canadian Prime Rate or the Eurocurrency Rate, as applicable.

(vi) Notwithstanding anything contained herein to the contrary, (1) each Lender’s
obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans
pursuant to Section 2.03(b)(iv) and each Lender’s obligation to purchase a participation in any
unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have against the
applicable Swing Line Lender, any Loan Party or any other Person for any reason whatsoever;
(B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the
business, operations, properties, assets, condition (financial or otherwise) or prospects of any
Loan Party; (D)

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 any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other
circumstance, happening or event whatsoever, whether or not similar to any of the foregoing;
provided, that such obligations of each Lender are subject to the condition that the applicable
Swing Line Lender had not received prior notice from the applicable Borrower or the Required
Lenders that any of the conditions under Section 3.02 to the making of the applicable Refunded
Swing Line Loans or other unpaid Swing Line Loans were not satisfied at the time such Refunded
Swing Line Loans or unpaid Swing Line Loans were made; and (2) no Swing Line Lender shall
be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence
and during the continuation of a Default or Event of Default, (B) it does not in good faith believe
that all conditions under Section 3.02 to the making of such Swing Line Loan have been satisfied
or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Revolving
Lender with U.S. Revolving Commitments, Canadian Revolving Commitments or European
Revolving Commitments, as applicable, unless the applicable Swing Line Lender has entered into
arrangements satisfactory to it and the applicable Borrower to eliminate the applicable Swing
Line Lender’s risk with respect to the Defaulting Revolving Lender’s participation in such Swing
Line Loan, including by the applicable Borrower cash collateralizing such Defaulting Revolving
Lender’s Pro Rata Share of the outstanding Swing Line Loans.

Section 2.04 Issuance of Letters of Credit and Purchase of Participations Therein.

(a) Letters of Credit.

(i) During the U.S. Revolving Commitment Period, subject to the terms and conditions
hereof, each U.S. Issuing Bank agrees to issue U.S. Letters of Credit for the account of the U.S.
Borrower or any Subsidiary thereof in the aggregate amount up to but not exceeding the U.S.
Letter of Credit Sublimit; provided, that (A) each U.S. Letter of Credit shall be denominated in
Dollars; (B) the stated amount of each U.S. Letter of Credit shall not be less than $2,000 or such
lesser amount as is acceptable to the applicable Issuing Bank; (C) after giving effect to such
issuance, in no event shall the Total Utilization of U.S. Revolving Commitments exceed the U.S.
Revolving Commitments then in effect; (D) after giving effect to such issuance, in no event shall
the U.S. Letter of Credit Usage exceed the U.S. Letter of Credit Sublimit then in effect; (E) in no
event shall any standby U.S. Letter of Credit have an expiration date later than the earlier of (1)
five Business Days prior to the U.S. Revolving Commitment Termination Date and (2) unless the
Issuing Bank otherwise agrees, the date which is one year from the date of issuance of such
standby Letter of Credit; and (F) in no event shall any commercial U.S. Letter of Credit have an
expiration date later than the earlier of (1) the U.S. Revolving Commitment Termination Date and
(2) the date which is 180 days from the date of issuance of such commercial Letter of Credit.

(ii) During the European Revolving Commitment Period, subject to the terms and
conditions hereof, each European Issuing Bank agrees to issue European Letters of Credit for the
account of any Foreign Subsidiary in the aggregate amount up to but not exceeding the European
Letter of Credit Sublimit; provided, that (A) each European Letter

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 of Credit shall be denominated in Euros, an Other Foreign Currency or an Approved Issuing
Currency with respect to such European Issuing Bank; (B) the stated amount of each European
Letter of Credit shall not be less than €1,500 (or the applicable Foreign Currency Equivalent) or
such lesser amount as is acceptable to the applicable Issuing Bank; (C) after giving effect to such
issuance, in no event shall the Total Utilization of European Revolving Commitments exceed the
European Revolving Commitments then in effect; (D) after giving effect to such issuance, in no
event shall the European Letter of Credit Usage exceed the European Letter of Credit Sublimit
then in effect; (E) in no event shall any standby European Letter of Credit have an expiration date
later than the earlier of (1) five Business Days prior to the European Revolving Commitment
Termination Date and (2) unless the Issuing Bank otherwise agrees, the date which is one year
from the date of issuance of such standby Letter of Credit; and (F) in no event shall any
commercial European Letter of Credit have an expiration date later than the earlier of (1) the
European Revolving Commitment Termination Date and (2) the date which is 180 days from the
date of issuance of such commercial Letter of Credit.

(iii) During the Canadian Revolving Commitment Period, subject to the terms and
conditions hereof, each Canadian Issuing Bank agrees to issue Canadian Letters of Credit for the
account of the U.S. Borrower or any Subsidiary thereof in the aggregate amount up to but not
exceeding the Canadian Letter of Credit Sublimit; provided, that (A) each Canadian Letter of
Credit shall be denominated in Dollars or Canadian Dollars; (B) the stated amount of each
Canadian Letter of Credit shall not be less than CAD $2,000 or $2,000, as applicable, or such
lesser amount as is acceptable to the applicable Issuing Bank; (C) after giving effect to such
issuance, in no event shall the Total Utilization of Canadian Revolving Commitments exceed the
Canadian Revolving Commitments then in effect; (D) after giving effect to such issuance, in no
event shall the Canadian Letter of Credit Usage exceed the Canadian Letter of Credit Sublimit
then in effect; (E) in no event shall any standby Canadian Letter of Credit have an expiration date
later than the earlier of (1) five Business Days prior to the Canadian Revolving Commitment
Termination Date and (2) unless the Issuing Bank otherwise agrees, the date which is one year
from the date of issuance of such standby Letter of Credit; and (F) in no event shall any
commercial Canadian Letter of Credit have an expiration date later than the earlier of (1) the
Canadian Revolving Commitment Termination Date and (2) the date which is 180 days from the
date of issuance of such commercial Letter of Credit.

(iv) Schedule 2.04(a) sets forth certain Letters of Credit that are issued and outstanding as
of the Closing Date and each such Letter of Credit, as noted therein, shall be deemed to be a U.S.
Letter of Credit, a Canadian Letter of Credit, a European Letter of Credit or an Existing ABN
Letter of Credit, as applicable, issued and outstanding hereunder or under the Ancillary Facility,
as applicable, as of the Closing Date.

Subject to the foregoing, (i) an Issuing Bank may agree that a standby Letter of Credit shall automatically
be extended for one or more successive periods not to exceed one year each; provided that in no event
shall a Letter of Credit be extended beyond the date specified in Section 2.04(a)(i)(E)(1), (ii)(E)(1) or (iii)
(E)(1) as applicable; provided further, that no Issuing Bank shall extend any such Letter of Credit if it has
received written notice that an Event of Default has

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occurred and is continuing at the time such Issuing Bank must elect to allow such extension; (ii) if the
applicable Issuing Bank and the Administrative Agent each consent in their sole discretion, the expiration
date on any Letter of Credit may extend beyond the date that is five Business Days prior to the applicable
Revolving Commitment Termination Date; provided, that if any such Letter of Credit is outstanding or the
expiration date is extended to a date after the date that is five Business Days prior to the applicable
Revolving Commitment Termination Date, the applicable Borrower shall Cash Collateralize such Letter
of Credit on or prior to the date that is five Business Days prior to the applicable Revolving Commitment
Termination Date; and (iii) in the event that any Lender is a Defaulting Revolving Lender, the applicable
Issuing Bank shall not be required to issue any Letter of Credit under the applicable Revolving
Commitment unless such Issuing Bank has entered into arrangements satisfactory to it and the applicable
Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the
Defaulting Revolving Lender, including by cash collateralizing such Defaulting Revolving Lender’s Pro
Rata Share of the applicable Letter of Credit Usage. Notwithstanding the foregoing, no Issuing Bank shall
have any obligation to issue commercial Letters of Credit or Bank Guarantees unless separately agreed to
by such Issuing Bank and the Borrower Representative.

(b) Notice of Issuance.

(i) Whenever the U.S. Borrower or any Subsidiary thereof desires the issuance of a Letter
of Credit, the U.S. Borrower shall (x) in the case of standby Letters of Credit, deliver to the
Administrative Agent and the applicable Issuing Bank an Issuance Notice (or such other notice as
may be agreed by such Issuing Bank) no later than 12:00 p.m. (New York City time) at least five
Business Days in advance of the proposed date of issuance for Letters of Credit denominated in a
currency other than Dollars or at least three Business Days in advance of the proposed date of
issuance for Letters of Credit denominated in Dollars, or such shorter period as may be agreed to
by the Issuing Bank in any particular instance and (y) deliver to the applicable Issuing Bank a
letter of credit application therefor (on the applicable Issuing Bank’s standard form) on the
proposed date of issuance. Such Issuance Notice shall specify if such Letter of Credit is requested
under the U.S. Revolving Commitments or the Canadian Revolving Commitments. Upon
satisfaction or waiver of the conditions set forth in Section 3.02, the Issuing Bank shall issue the
requested Letter of Credit only in accordance with the Issuing Bank’s standard operating
procedures. Upon the issuance of any U.S. Letter of Credit or amendment or modification to a
U.S. Letter of Credit, the Issuing Bank shall promptly notify the Administrative Agent, and the
Administrative Agent shall promptly notify each Lender with a U.S. Revolving Commitment, of
such issuance, or amendment or modification and the amount of such Lender’s respective
participation in such U.S. Letter of Credit pursuant to Section 2.04(e). Upon the issuance of any
Canadian Letter of Credit or amendment or modification to a Canadian Letter of Credit, the
Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall
promptly notify each Lender with a Canadian Revolving Commitment, of such issuance,
amendment or modification to such Canadian Letter of Credit and the amount of such Lender’s
respective participation in such Canadian Letter of Credit pursuant to Section 2.04(e).

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 (ii) Whenever any Foreign Subsidiary desires the issuance of a Letter of Credit, the
European Borrower or the Borrower Representative shall (x) in the case of standby Letters of
Credit, deliver to the Administrative Agent and the applicable Issuing Bank an Issuance Notice
(or such other notice as may be agreed by such Issuing Bank) no later than 12:00 p.m. (London,
England time) at least five Business Days in advance of the proposed date of issuance for Letters
of Credit denominated in a currency other than Dollars or at least three Business Days in advance
of the proposed date of issuance for Letters of Credit denominated in Dollars, or such shorter
period as may be agreed to by the Issuing Bank in any particular instance and (y) deliver to the
applicable Issuing Bank a letter of credit application therefor (on the applicable Issuing Bank’s
standard form) on the proposed date of issuance. Upon satisfaction or waiver of the conditions set
forth in Section 3.02, the Issuing Bank shall issue the requested Letter of Credit only in
accordance with the Issuing Bank’s standard operating procedures. Upon the issuance of any
European Letter of Credit or amendment or modification to a European Letter of Credit, the
Issuing Bank shall promptly notify the Administrative Agent and each Lender with a European
Revolving Commitment of such issuance, or amendment or modification and the amount of such
Lender’s respective participation in such Letter of Credit pursuant to Section 2.04(e).

(c) Responsibility of the Issuing Bank With Respect to Requests for Drawings and Payments. In
determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, the
applicable Issuing Bank shall be responsible only to examine the documents delivered under such Letter
of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance
with the terms and conditions of such Letter of Credit. As between the Borrowers and the applicable
Issuing Bank, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of
Credit issued by the applicable Issuing Bank by, the respective beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, the Issuing Bank shall not be responsible for: (i) the
form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party
in connection with the application for and issuance of any such Letter of Credit, even if it should in fact
prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or
sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter
of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to
comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors,
omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any
loss or delay in the transmission or otherwise of any document required in order to make a drawing under
any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any
such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of the Issuing Bank, including any Governmental
Acts; none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or
powers hereunder. Without limiting the foregoing and in furtherance thereof, no action taken or omitted
by an Issuing Bank under or in connection with the Letters of Credit or any documents and certificates
delivered thereunder, if taken or omitted in good faith and in the absence of gross

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negligence or willful misconduct (as determined by a final, non-appealable judgment of a court of
competent jurisdiction), shall give rise to any liability on the part of such Issuing Bank to any Borrower;
provided that the foregoing shall not be construed to excuse such Issuing Bank from liability to the
Borrowers to the extent of any direct damages suffered by the Borrowers or any of their Subsidiaries that
are determined by a final, non-appealable judgment of a court of competent jurisdiction to have been
caused by such Issuing Bank’s gross negligence or willful misconduct.

(d) Reimbursement by the Borrowers of Amounts Drawn or Paid Under Letters of Credit.

(i) In the event an Issuing Bank has determined to honor a drawing under a U.S. Letter of
Credit or Canadian Letter of Credit, it shall immediately notify the U.S. Borrower and the
Administrative Agent, and the U.S. Borrower shall reimburse the applicable Issuing Bank on or
before the Business Day immediately following the date on which such notice is received by the
U.S. Borrower (the “Reimbursement Date”) in an amount in the Approved Currency in which
such Letter of Credit was issued and in same day funds equal to the amount of such honored
drawing; provided, that anything contained herein to the contrary notwithstanding, (x) unless the
U.S. Borrower shall have notified the Administrative Agent and the applicable Issuing Bank prior
to 10:00 a.m. (New York City time) on the Reimbursement Date that the U.S. Borrower intends to
reimburse the applicable Issuing Bank for the amount of such honored drawing with funds other
than the proceeds of Revolving Loans, the Borrower Representative shall be deemed to have
given a timely Borrowing Notice to the Administrative Agent requesting (A) in the case of a U.S.
Letter of Credit, Lenders with U.S. Revolving Commitments to make U.S. Revolving Loans that
are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of
such honored drawing and (B) in the case of a Canadian Letter of Credit, Lenders with Canadian
Revolving Commitments to make Canadian Revolving Loans that are Canadian Prime Rate
Loans or Base Rate Loans, as applicable, on the Reimbursement Date in an amount in Canadian
Dollars or Dollars, as applicable, equal to the amount of such honored drawing (provided that, in
respect of any honored drawing in an amount less than $250,000 (or the Foreign Currency
Equivalent), the U.S. Borrower shall reimburse the applicable Issuing Bank for such amount in
cash and shall not be entitled to reimburse such drawing in accordance with this clause (x)) and
(y) subject to satisfaction or waiver of the conditions specified in Section 3.02, (A) Lenders with
U.S. Revolving Commitments shall, on the Reimbursement Date for any U.S. Letter of Credit,
make U.S. Revolving Loans that are Base Rate Loans in the amount of such honored drawing and
(B) Lenders with Canadian Revolving Commitments shall, on the Reimbursement Date for any
Canadian Letter of Credit, make Canadian Revolving Loans that are Canadian Prime Rate Loans
or Base Rate Loans, as applicable, in an amount of such honored drawing, in each case, the
proceeds of which shall be applied directly by the Administrative Agent to reimburse the
applicable Issuing Bank for the amount of such honored drawing; provided, further, that if for any
reason proceeds of Revolving Loans are not received by the applicable Issuing Bank on the
Reimbursement Date in an amount equal to the amount of such honored drawing, the U.S.
Borrower shall reimburse the Issuing Bank, on demand, in an amount in same day funds equal to
the excess of the amount of such honored drawing over the aggregate amount of such Revolving
Loans, if any, which are so received.

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 (ii) In the event the Issuing Bank has determined to honor a drawing under a European
Letter of Credit, it shall immediately notify the applicable Foreign Subsidiary, the European
Borrower and the Administrative Agent, and the European Borrower shall reimburse the Issuing
Bank on or before the Reimbursement Date in an amount in the Approved Currency in which
such Letter of Credit was issued and in same day funds equal to the amount of such honored
drawing; provided, that anything contained herein to the contrary notwithstanding, (x) unless the
European Borrower shall have notified the Administrative Agent and the Issuing Bank prior to
10:00 a.m. (London, England time) on the Reimbursement Date that the European Borrower
intends to reimburse the Issuing Bank for the amount of such honored drawing with funds other
than the proceeds of Revolving Loans, the Borrower Representative shall be deemed to have
given a timely Borrowing Notice to the Administrative Agent requesting Lenders with European
Revolving Commitments to make European Revolving Loans that are Eurocurrency Rate Loans
with an Interest Period of one month on the Reimbursement Date in an amount in the applicable
Approved Currency equal to the amount of such honored drawing (provided that, in respect of
any honored drawing in an amount less than €250,000, the European Borrower shall reimburse
the applicable Issuing Bank for such amount in cash and shall not be entitled to reimburse such
drawing in accordance with this clause (x)), and (y) subject to satisfaction or waiver of the
conditions specified in Section 3.02, Lenders with European Revolving Commitments shall, on
the Reimbursement Date for any European Letter of Credit, make European Revolving Loans that
are Eurocurrency Rate Loans with an Interest Period of one month in the amount of such honored
drawing, the proceeds of which shall be applied directly by the Administrative Agent to
reimburse the Issuing Bank for the amount of such honored drawing; provided, further, that if for
any reason proceeds of European Revolving Loans are not received by the Issuing Bank on the
Reimbursement Date in an amount equal to the amount of such honored drawing, the European
Borrower shall reimburse the Issuing Bank, on demand, in an amount in same day funds equal to
the excess of the amount of such honored drawing over the aggregate amount of such European
Revolving Loans, if any, which are so received. Notwithstanding the foregoing, with respect to
the drawing of any European Letter of Credit in an Approved Issuing Currency which is not an
Approved Currency, unless the European Borrower has notified such Issuing Bank that it intends
to reimburse the Issuing Bank on before the Reimbursement Date (and does so reimburse), the
applicable Issuing Bank shall convert the European Borrower’s obligations under this Section
2.04(d) into an obligation in Euros (which shall be computed by the applicable Issuing Bank
based on the Exchange Rate in effect for the date on which such conversion occurs).

Nothing in this Section 2.04(d) shall be deemed to relieve any Lender with a Revolving Commitment
from its obligation to make Revolving Loans on the terms and conditions set forth herein, and each
Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of
such Lender to make such Revolving Loans under this Section 2.04(d). For the avoidance of doubt, each
Lender’s obligation to fund Revolving Loans pursuant to this clause (d) shall be subject to Section
2.05(a).

(e) Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance of each
U.S. Letter of Credit, each Lender having a U.S. Revolving Commitment shall be

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deemed to have purchased, and hereby agrees to irrevocably purchase, from the applicable Issuing Bank a
participation in such U.S. Letter of Credit and any drawings honored thereunder in an amount equal to
such Lender’s Pro Rata Share (with respect to the U.S. Revolving Commitments) of the maximum amount
which is or at any time may become available to be drawn thereunder. Immediately upon the issuance of
each Canadian Letter of Credit, each Lender having a Canadian Revolving Commitment shall be deemed
to have purchased, and hereby agrees to irrevocably purchase, from the applicable Issuing Bank a
participation in such Canadian Letter of Credit and any drawings honored thereunder in an amount equal
to such Lender’s Pro Rata Share (with respect to the Canadian Revolving Commitments) of the maximum
amount which is or at any time may become available to be drawn thereunder. Immediately upon the
issuance of each European Letter of Credit, each Lender having a European Revolving Commitment shall
be deemed to have purchased, and hereby agrees to irrevocably purchase, from the applicable Issuing
Bank a participation in such European Letter of Credit and any drawings honored thereunder in an amount
equal to such Lender’s Pro Rata Share (with respect to the European Revolving Commitments) of the
maximum amount which is or at any time may become available to be drawn thereunder. In the event that
the applicable Borrower shall fail for any reason to reimburse the applicable Issuing Bank as provided in
Section 2.04(d), such Issuing Bank shall promptly notify each Lender with an applicable Revolving
Commitment of the unreimbursed amount of such honored drawing and of such Lender’s respective
participation therein based on such Lender’s Pro Rata Share of the applicable Revolving Commitments.
Each Lender with a U.S. Revolving Commitment shall make available to the applicable Issuing Bank an
amount equal to its respective participation, in Dollars and in same day funds, at the office of the Issuing
Bank specified in such notice, not later than 12:00 p.m. (New York City time) on the first Business Day
(under the laws of the jurisdiction in which such office of the Issuing Bank is located) after the date
notified by the Issuing Bank. Each Lender with a Canadian Revolving Commitment shall make available
to the applicable Issuing Bank an amount equal to its respective participation, in Dollars or Canadian
Dollars, as applicable, and in same day funds, at the office of the Issuing Bank specified in such notice,
not later than 12:00 p.m. (New York City time) on the first Business Day (under the laws of the
jurisdiction in which such office of the Issuing Bank is located) after the date notified by the Issuing
Bank. Each Lender with a European Revolving Commitment shall make available to the applicable
Issuing Bank an amount equal to its respective participation, in Euros or such Other Foreign Currency, as
applicable, and in same day funds, at the office of the Issuing Bank specified in such notice, not later than
12:00 p.m. (London, England time) on the first Business Day (under the laws of the jurisdiction in which
such office of the Issuing Bank is located) after the date notified by the Issuing Bank (and if the applicable
European Letter of Credit is in an Approved Issuing Currency which is not an Approved Currency, the
applicable Issuing Bank shall convert the such obligations into an obligation in Euros (which shall be
computed by the applicable Issuing Bank based on the Exchange Rate in effect for the date on which such
conversion occurs). In the event that any Lender with a U.S. Revolving Commitment, Canadian
Revolving Commitment or European Revolving Commitment, as applicable, fails to make available to the
applicable Issuing Bank on such Business Day the amount of such Lender’s participation in such Letter of
Credit as provided in this Section 2.04(e), the applicable Issuing Bank shall be entitled to recover such
amount on demand from such Lender together with interest thereon for three Business Days at the rate
customarily used by the Issuing Bank for the correction of errors among banks and thereafter, in respect of
U.S. Letters of Credit, at the Base Rate, in respect of Canadian Letters of Credit

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denominated in Canadian Dollars, at the Canadian Prime Rate, in respect of Canadian Letters of Credit
denominated in Dollars, at the Base Rate, and in respect of European Letters of Credit, at the
Eurocurrency Rate for an Interest Period of one month. In the event the applicable Issuing Bank shall have
been reimbursed by other Lenders pursuant to this Section 2.04(e) for all or any portion of any drawing
honored by the Issuing Bank under a Letter of Credit, the Issuing Bank shall distribute to each Lender
which has paid all amounts payable by it under this Section 2.04(e) with respect to such honored drawing
such Lender’s Pro Rata Share (with respect to the applicable Revolving Commitments) of all payments
subsequently received by the applicable Issuing Bank from the applicable Borrower in reimbursement of
such honored drawing when such payments are received. Any such distribution shall be made to a Lender
at its primary address set forth below its name on Schedule 10.01(a) or at such other address as such
Lender may request.

(f) Obligations Absolute. The obligation of (i) the U.S. Borrower to reimburse each applicable
Issuing Bank for drawings honored under the U.S. Letters of Credit or Canadian Letters of Credit issued
by it and to repay any U.S. Revolving Loans or Canadian Revolving Loans made by Lenders pursuant to
Section 2.04(d), (ii) the European Borrower to reimburse the Issuing Bank for drawings honored under the
European Letters of Credit issued by it and to repay any European Revolving Loans made by Lenders
pursuant to Section 2.04(d) and (iii) the Lenders under Section 2.04(e), in each case shall be unconditional
and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances
including any of the following circumstances: (A) any lack of validity or enforceability of any Letter of
Credit; (B) the existence of any claim, set-off, defense or other right which any Borrower or any Lender
may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for
whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a
Lender, against any Borrower, whether in connection herewith, the transactions contemplated herein or
any unrelated transaction (including any underlying transaction between any Borrower or one of its
Subsidiaries and the beneficiary for which any Letter of Credit was procured); (C) any draft or other
document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect; (D) payment by the
applicable Issuing Bank under any Letter of Credit against presentation of a draft or other document
which does not substantially comply with the terms of such Letter of Credit; (E) any adverse change in the
business, general affairs, assets, liabilities, operations, management, condition (financial or otherwise),
stockholders’ equity, results of operations or value of any Loan Party; (F) any breach hereof or any other
Loan Document by any party thereto; (G) the fact that an Event of Default or a Default shall have
occurred and be continuing; or (H) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing; provided that in each case payment by the Issuing Bank under the
applicable Letter of Credit shall not have been determined by a final, non-appealable judgment of a court
of competent jurisdiction to have constituted gross negligence, bad faith or willful misconduct of the
Issuing Bank under the circumstances in question.

(g) Indemnification. Without duplication of any obligation of the Borrowers under Section 10.02
or 10.03, in addition to amounts payable as provided herein, each Borrower hereby agrees to protect,
indemnify, pay and save harmless the Issuing Bank from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel) which any Issuing Bank may incur or be subject to as

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a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by such Issuing Bank for the
account of such Borrower, other than as a result of (1) the gross negligence, bad faith or willful
misconduct of the Issuing Bank or (2) the dishonor by the Issuing Bank of a demand for payment made in
compliance with the provisions hereunder or under the Letter of Credit, in each case, as determined by a
final, non-appealable judgment of court of competent jurisdiction, or (ii) the failure of such Issuing Bank
to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

(h) Resignation and Removal of Issuing Bank. An Issuing Bank may resign as Issuing Bank upon
60 days (or, if such Issuing Bank is not a Lender, 45 days) prior written notice to the Administrative
Agent, the Lenders and the Borrower Representative. An Issuing Bank may be replaced at any time by
written agreement among the Borrower Representative, the Administrative Agent, the replaced Issuing
Bank (provided that no consent of the replaced Issuing Bank will be required if the replaced Issuing Bank
has no Letters of Credit or reimbursement Obligations with respect thereto outstanding) 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 or resignation shall become effective, the applicable Borrower
shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective
date of any such replacement or resignation, (i) any successor Issuing Bank shall have all the rights and
obligations of an 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 or resignation of an Issuing Bank hereunder, the replaced Issuing Bank
shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall
continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to
Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue
additional Letters of Credit or to renew existing Letters of Credit.

(i) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable Issuing
Bank and the applicable Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to
each standby Letter of Credit and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.

(j) Reporting. Not later than the third Business Day following the last day of each month (or at
such other intervals as the Administrative Agent and the applicable Issuing Bank shall agree), each
Issuing Bank shall provide to the Administrative Agent a schedule of the Letters of Credit issued by it, in
form and substance reasonably satisfactory to the Administrative Agent, showing the date of issuance of
each Letter of Credit, the account party, the original face amount (if any), the expiration date, and the
reference number of any Letter of Credit outstanding at any time during such month, and showing the
aggregate amount (if any) payable by the Borrower to such Issuing Bank during such month.

(k) For all purposes of this Agreement, if on any date of determination a Letter of Credit has
expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14
of the International Standby Practices (ISP98), such Letter of Credit shall

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be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise
specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of
such Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its
terms or the terms of any document related thereto, provides for one or more automatic increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated
amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum
stated amount is in effect at such time.

Section 2.05 Pro Rata Shares; Availability of Funds; Affiliates.

(a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders
simultaneously and proportionately to their respective Pro Rata Shares of the applicable Class of Loans, it
being understood that no Lender shall be responsible for any default by any other Lender in such other
Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor
shall any Term Loan Commitments or any Revolving Commitments of any Lender be increased or
decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan
requested hereunder or purchase a participation required hereby.

(b) Availability of Funds. Unless the Administrative Agent shall have been notified by any Lender
prior to the applicable Credit Date that such Lender does not intend to make available to the
Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, the
Administrative Agent may assume that such Lender has made such amount available to the
Administrative Agent on such Credit Date and the Administrative Agent may, in its sole discretion, but
shall not be obligated to, make available to the Borrowers a corresponding amount on such Credit Date. If
such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the
Administrative Agent shall be entitled to recover such corresponding amount on demand from such
Lender together with interest thereon, for each day from such Credit Date until the date such amount is
paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction
of errors among banks for three Business Days and thereafter, if such Loan is in Dollars, at the Base Rate,
if such Loan is in Canadian Dollars, at the Canadian Prime Rate, and if such Loan is in Euros, Hong Kong
Dollars or any Other Foreign Currency, at the rate certified by the Administrative Agent to be its cost of
funds (from any source which it may reasonably select). If such Lender does not pay such corresponding
amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall
promptly notify the Borrower Representative and the applicable Borrower shall immediately pay such
corresponding amount to the Administrative Agent together with interest thereon, for each day from such
Credit Date until the date such amount is paid to the Administrative Agent at the Base Rate if such Loan is
in Dollars, at the Canadian Prime Rate if such Loan is in Canadian Dollars, and at the rate certified by the
Administrative Agent to be its cost of funds (from any source which it may reasonably select) if such
Loan is in Euros, Hong Kong Dollars or any Other Foreign Currency. Nothing in this Section 2.05(b) shall
be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving
Commitments hereunder or to prejudice any rights that the Borrowers may have against any Lender as a
result of any default by such Lender hereunder.

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 (c) Affiliates. Each Lender may, at its option, make any Loan available to the U.S. Borrower,
European Borrower or the Hong Kong Borrower by causing any foreign or domestic branch or Affiliate of
such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the
obligation of the European Borrower or the Hong Kong Borrower to repay such Loan in accordance with
the terms of this Agreement and (ii) any Lender that exercises such option shall not be entitled to receive
any greater payment under Section 2.19 or 2.20 than such Lender would have been entitled to receive had
such option not been exercised.

Section 2.06 Use of Proceeds. The proceeds of the Loans on the Closing Date will be used by the
U.S. Borrower to finance the Transactions and for working capital or other general corporate purposes.
The proceeds of the Revolving Loans, Swing Line Loans, and Letters of Credit shall be applied by the
applicable Borrower for working capital or other general corporate purposes of the U.S. Borrower or any
of its Subsidiaries. The proceeds of the Incremental Term Loans shall be applied by the applicable
Borrower for working capital or other general corporate purposes of the U.S. Borrower and its
Subsidiaries. No portion of the proceeds of any Credit Extension shall be used in any manner that causes
or might cause such Credit Extension or the application of such proceeds to violate Regulation T,
Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the
Exchange Act.

Section 2.07 Evidence of Debt; Register; Notes.

(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or
accounts evidencing the Obligations of each Borrower to such Lender, including the amounts of the Loans
made by it and each repayment and prepayment in respect thereof.

(b) Register. The Administrative Agent (or its agent or sub-agent appointed by it) acting for this
purpose a non-fiduciary agent of the Borrowers shall maintain at its Principal Office a register for the
recordation of the names and addresses of Lenders and the Revolving Commitment and Loans of each
Lender from time to time (the “Register”). The Register shall be available for inspection by the Borrower
Representative at any reasonable time and from time to time upon reasonable prior notice and upon
request (which may not be made more than once per month) the Administrative Agent shall provide a
copy of the information in the Register to the Borrower. The Administrative Agent shall record, or shall
cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the
provisions of Section 10.06, and each repayment or prepayment in respect of the principal amount of the
Loans, and any such recordation shall be conclusive and binding on each Borrower and each Lender,
absent manifest error. Each Borrower hereby designates the Administrative Agent to serve as such
Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.07, and
each Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the
Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall
constitute “Indemnitees.”

(c) Notes. If so requested by any Lender by written notice to the Borrower Representative (with a
copy to the Administrative Agent) at least five Business Days prior to the Closing Date, or at any time
thereafter, each applicable Borrower shall execute and deliver to such Lender (and/or, if applicable and if
so specified in such notice, to any Person who is an assignee of

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such Lender pursuant to Section 10.06) on the Closing Date (or, if such notice is delivered after the
Closing Date, promptly after such Borrower’s receipt of such notice) a Note or Notes to evidence such
Lender’s Term Loans, Revolving Loans or Swing Line Loans, as the case may be.

Section 2.08 Interest on Loans.

(a) Except as otherwise set forth herein, each Class of Loans shall bear interest on the unpaid
principal amount thereof from the date made through repayment (whether by acceleration or otherwise)
thereof as follows:

(i) in the case of Tranche A Dollar Term Loans and Revolving Loans (other than
European Revolving Loans and Hong Kong Revolving Loans denominated in Hong Kong
Dollars) denominated in Dollars or Canadian Dollars:

(A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin;

(B) if a Eurocurrency Rate Loan, at the Eurocurrency Rate plus the Applicable
Margin; or

(C) if a Canadian Prime Rate Loan, at the Canadian Prime Rate plus the Applicable
Margin;

(ii) in the case of Tranche A Euro Term Loans, European Revolving Loans and Hong
Kong Revolving Loans denominated in Hong Kong Dollars, at the Eurocurrency Rate plus the
Applicable Margin; and

(iii) in the case of Swing Line Loans, at the Base Rate, the Canadian Prime Rate or the
Euro Overnight Index Average Rate, as applicable, plus the Applicable Margin.

(b) The Type of Loan (except a Swing Line Loan, which can be made and maintained as a Base
Rate Loan, Canadian Prime Rate Loan or Euro Overnight Index Average Rate Loan only), and the Interest
Period with respect to any Eurocurrency Rate Loan shall be selected by the applicable Borrower and
notified to the Administrative Agent and Lenders pursuant to the applicable Borrowing Notice or
Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to
which a Borrowing Notice or Conversion/Continuation Notice has not been delivered to the
Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining
the rate of interest, then for that day such Loan, if a Loan denominated in Dollars or Canadian Dollars,
shall be a Base Rate Loan or a Canadian Prime Rate Loan, as applicable, and, if a Loan denominated in
any other Approved Currency, shall be a Eurocurrency Rate Loan having an Interest Period of one month.

(c) In connection with Eurocurrency Rate Loans there shall be no more than six Interest Periods
outstanding at any time in respect of each of the Tranche A Dollar Term Loans, no more than six Interest
Periods outstanding at any time in respect of each of the Tranche A Euro Term Loans, no more than 10
Interest Periods outstanding at any time in respect of the U.S. Revolving Loans, no more than five Interest
Periods outstanding at any time in respect of the Canadian Revolving Loans, no more than 10 Interest
Periods outstanding at any time in respect of the

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European Revolving Loans, and no more than five Interest Periods outstanding at any time in respect of
the Hong Kong Revolving Loans. In the event the Borrower Representative fails to specify between a
Base Rate Loan or a Eurocurrency Rate Loan in the applicable Borrowing Notice or Conversion/
Continuation Notice for any Loan denominated in Dollars, such Loan (if outstanding as a Eurocurrency
Rate Loan) shall be automatically converted into a Base Rate Loan on the last day of the then-current
Interest Period for such Loan (or if outstanding as a Base Rate Loan shall remain as, or (if not then
outstanding) shall be made as, a Base Rate Loan). In the event the Borrower Representative fails to
specify an Interest Period for any Eurocurrency Rate Loan in the applicable Borrowing Notice or
Conversion/Continuation Notice, such Borrower shall be deemed to have selected an Interest Period of
one month. As soon as practicable after 11:00 a.m. (New York City time) on each Interest Rate
Determination Date, the Administrative Agent shall determine (which determination shall, absent
manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the
Eurocurrency Rate Loans for which an interest rate is then being determined for the applicable Interest
Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the
Borrower Representative and each Lender. In the event that the Borrower Representative fails to specify
between a Canadian Prime Rate Loan and a Eurocurrency Rate Loan in the applicable Borrowing Notice
or Conversion/Continuation Notice for any Loan denominated in Canadian Dollars, such Loan (if
outstanding as a Eurocurrency Rate Loan) shall be automatically converted into a Canadian Prime Rate
Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Canadian
Prime Rate Loan shall remain as, or (if not then outstanding) shall be made as, a Canadian Prime Rate
Loan).

(d) Interest payable pursuant to Section 2.08(a) shall be computed (i) in the case of Base Rate
Loans and Canadian Prime Rate Loans, on the basis of a 365-day or 366-day year, as the case may be and
(ii) (A) in the case of Eurocurrency Rate Loans denominated in Pounds Sterling or Hong Kong Dollars, on
the basis of a 365-day or 366-day year, as the case may be and (B) in the case of Eurocurrency Rate Loans
denominated in a currency other than Pounds Sterling or Hong Kong Dollars, on the basis of a 360-day
year, in each case for the actual number of days elapsed in the period during which it accrues. In
computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period
applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to
such Term Loan or, with respect to a Base Rate Loan or Canadian Prime Rate Loan being converted from
a Eurocurrency Rate Loan, the date of conversion of such Eurocurrency Rate Loan to such Base Rate
Loan or Canadian Prime Rate Loan, as the case may be, shall be included, and the date of payment of
such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base
Rate Loan or Canadian Prime Rate Loan being converted to a Eurocurrency Rate Loan, the date of
conversion of such Base Rate Loan or Canadian Prime Rate Loan to such Eurocurrency Rate Loan, as the
case may be, shall be excluded; provided, that if a Loan is repaid on the same day on which it is made,
one day’s interest shall be paid on that Loan.

(e) Except as otherwise set forth herein, interest on each Loan shall accrue on a daily basis and
shall be payable in arrears (i) on each Interest Payment Date with respect to interest accrued on and to
each such payment date; (ii) upon any prepayment of such Loan, whether voluntary or mandatory, to the
extent accrued on the amount being prepaid; provided, that with respect to any voluntary prepayment of a
Base Rate Loan and a Canadian Prime Rate Loan,

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accrued interest shall instead be payable on the applicable Interest Payment Date and (iii) at maturity of
such Loan, including final maturity of such Loan.

(f) The applicable Borrower agrees to pay to the Issuing Bank, with respect to drawings honored
under a Letter of Credit, interest on the amount paid by the Issuing Bank in respect of each such honored
drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or
on behalf of the applicable Borrower at a rate equal to (i) for the period from the date such drawing is
honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable
hereunder with respect to Revolving Loans that are Base Rate Loans (or if such Letter of Credit is
denominated in Canadian Dollars, the Canadian Prime Rate) or, with respect to Letters of Credit
denominated in a currency other than Dollars or Canadian Dollars, Eurocurrency Rate Loans with an
Interest Period of one month, and (ii) thereafter, a rate which is 2.00% per annum in excess of the rate of
interest otherwise payable hereunder with respect to such Revolving Loans.

(g) Interest payable pursuant to Section 2.08(f) shall be computed on the basis of a 365/366-day
year for the actual number of days elapsed in the period during which it accrues, and shall be payable on
demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is
reimbursed in full. Promptly upon receipt by the Issuing Bank of any payment of interest pursuant to
Section 2.08(f), the Issuing Bank shall distribute to each Lender, out of the interest received by the Issuing
Bank in respect of the period from the date such drawing is honored to but excluding the date on which
the Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of
the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in
respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such
period if no drawing had been honored under such Letter of Credit. In the event the Issuing Bank shall
have been reimbursed by Lenders for all or any portion of such honored drawing, the Issuing Bank shall
distribute to each Lender which has paid all amounts payable by it under Section 2.04(e) with respect to
such honored drawing such Lender’s Pro Rata Share of any interest received by the Issuing Bank in
respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on
which the Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of
such honored drawing is reimbursed by the applicable Borrower.

(h) For purposes of disclosure pursuant to the Interest Act (Canada), (i) whenever any interest
under this Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may
be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x)
the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the
actual number of days in the calendar year in which the period for which such interest or fee is payable (or
compounded) ends, and (z) divided by 360 or 365, as the case may be, (ii) the principle of deemed
reinvestment of interest does not apply to any interest calculation under this Agreement, and (iii) the rates
of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

Section 2.09 Conversion/Continuation.

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 (a) Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and
then be continuing, the Borrowers shall have the option:

(i) to convert at any time all or any part of any Term Loan or Revolving Loan
denominated in Dollars or Canadian Dollars equal to $5,000,000 and integral multiples of
$1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided,
that a Eurocurrency Rate Loan may only be converted on the expiration of the Interest Period
applicable to such Eurocurrency Rate Loan unless the U.S. Borrower shall pay all amounts due
under Section 2.18 in connection with any such conversion; or

(ii) upon the expiration of any Interest Period applicable to any Eurocurrency Rate Loan,
to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of
$1,000,000 in excess of that amount as a Eurocurrency Rate Loan;

provided that, for the avoidance of doubt, no conversion or continuation of any Loan pursuant to this
Section 2.09 shall affect the currency in which such Loan is denominated prior to any such conversion or
continuation and each such Loan shall remain outstanding denominated in the currency originally issued.

(b) The Borrower Representative shall deliver a Conversion/Continuation Notice to the

Administrative Agent no later than 11:00 a.m. (New York City time) at least one Business Day in advance
of the proposed conversion date (in the case of a conversion to a Base Rate Loan or Canadian Prime Rate
Loan), at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case
of a conversion to, or a continuation of, a Eurocurrency Rate Loan denominated in U.S. Dollars or
continuation of a Eurocurrency Rate Loan denominated in Euros or Pounds Sterling), at least four
Business Days in advance of the proposed Conversion/Continuation Date (in the case of a continuation of
a Eurocurrency Rate Loan denominated in Swiss Francs) and at least five Business Days in advance of the
proposed Conversion/Continuation Date (in the case of a continuation of a Eurocurrency Rate Loan
denominated in Hong Kong Dollars, Japanese Yen or Australian Dollars). Except as otherwise provided
herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurocurrency Rate
Loans, shall be irrevocable on and after the related Interest Rate Determination Date, and each Borrower
shall be bound to effect a conversion or continuation in accordance therewith.

Section 2.10 Default Interest. Upon the occurrence and during the continuance of an Event of
Default under Section 8.01(a), 8.01(c) (in the case of a failure to perform or comply with any term or
condition contained in Section 6.04(a) or 6.04(b)), or 8.01(e), and, at the request of the Required Lenders,
any other Event of Default, the principal amount of all Loans outstanding and, to the extent permitted by
applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder, shall
thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or
other applicable bankruptcy laws) payable on demand at a rate (the “Default Rate”) that is 2.00% per
annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or,
in the case of any such fees and other amounts, at a rate which is 2.00% per annum in excess of the
interest rate otherwise payable hereunder for Base Rate Loans that are Revolving Loans); provided, that in
the case of Eurocurrency Rate Loans denominated in Dollars, and Canadian Dollars, upon the expiration
of the Interest Period in effect

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at the time any such increase in interest rate is effective such Eurocurrency Rate Loans shall thereupon
become Base Rate Loans or Canadian Prime Rate Loans, as applicable, and shall thereafter bear interest
payable upon demand at a rate which is 2.00% per annum in excess of the interest rate otherwise payable
hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in
this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any
Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any
Lender.

Section 2.11 Fees.

(a) The U.S. Borrower agrees to pay to Lenders (other than Defaulting Lenders) having U.S.
Revolving Exposure and Canadian Revolving Exposure, as applicable:

(i) commitment fees equal to (1) the average of the daily difference between (a) the U.S.
Revolving Commitments and (b) the aggregate principal amount of (x) all outstanding U.S.
Revolving Loans plus (y) the U.S. Letter of Credit Usage, times (2) the Applicable Revolving
Commitment Fee Percentage;

(ii) commitment fees equal to (1) the average of the daily difference between (a) the
Canadian Revolving Commitments and (b) the Foreign Currency Equivalent of the aggregate
principal amount of (x) all outstanding Canadian Revolving Loans plus (y) the Canadian Letter of
Credit Usage, times (2) the Applicable Revolving Commitment Fee Percentage;

(iii) letter of credit fees equal to (1) the Applicable Margin for U.S. Revolving Loans that
are Eurocurrency Rate Loans, times (2) the average aggregate daily maximum amount available
to be drawn under all such U.S. Letters of Credit (regardless of whether any conditions for
drawing could then be met and determined as of the close of business on any date of
determination); and

(iv) letter of credit fees equal to (1) the Applicable Margin for Canadian Revolving Loans
that are Eurocurrency Rate Loans, times (2) the Foreign Currency Equivalent of the average
aggregate daily maximum amount available to be drawn under all such Canadian Letters of Credit
(regardless of whether any conditions for drawing could then be met and determined as of the
close of business on any date of determination).

All fees referred to in this Section 2.11(a) shall be paid (I) in the case of clauses (i) and (iii), in Dollars
and (II) in the case of clauses (ii) and (iv), in Canadian Dollars, in each case to the Administrative Agent
at its Principal Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender
that has Revolving Exposure its Pro Rata Share thereof.

(b) The European Borrower agrees to pay to Lenders (other than Defaulting Lenders) having
European Revolving Exposure:

(i) commitment fees equal to (1) the average of the daily difference between (a) the
European Revolving Commitments and (b) the Euro Equivalent of the aggregate

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 principal amount of (x) all outstanding European Revolving Loans plus (y) the European Letter of
Credit Usage, times (2) the Applicable Revolving Commitment Fee Percentage; and
(ii) letter of credit fees equal to (1) the Applicable Margin for European Revolving Loans,
times (2) the Euro Equivalent of the average aggregate daily maximum amount available to be
drawn under all such European Letters of Credit (regardless of whether any conditions for
drawing could then be met and determined as of the close of business on any date of
determination).

All fees referred to in this Section 2.11(b) shall be paid in Euros to the Administrative Agent at its
applicable Principal Office and upon receipt, the Administrative Agent shall promptly distribute to each
Lender that has Revolving Exposure its Pro Rata Share thereof.
(c) The Hong Kong Borrower agrees to pay to Lenders (other than Defaulting Lenders) having
Hong Kong Revolving Exposure commitment fees equal to (1) the average of the daily difference between
(a) the Hong Kong Revolving Commitments and (b) the Dollar Equivalent of the aggregate principal
amount of all outstanding Hong Kong Revolving Loans, times (2) the Applicable Revolving Commitment
Fee Percentage.

All fees referred to in this Section 2.11(c) shall be paid in Dollars to the Administrative Agent at its
Principal Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender that
has Revolving Exposure its Pro Rata Share thereof.
(d) Letter of Credit Fronting Fees.
(i) The U.S. Borrower agrees to pay directly to the applicable Issuing Bank, for its own
account, with respect to any standby U.S. Letters of Credit and standby Canadian Letters of
Credit a fronting fee in Dollars equal to 0.125% per annum (or such lesser amount as may be
agreed to by the Borrower Representative and the applicable Issuing Bank), times the average
aggregate daily maximum amount available to be drawn under all such U.S. Letters of Credit and
Canadian Letters of Credit (determined as of the close of business on any date of determination).
(ii) The European Borrower agrees to pay directly to the applicable Issuing Bank, for its
own account, with respect to any standby European Letters of Credit a fronting fee in Euros equal
to 0.125% per annum (or such lesser amount as may be agreed to by the Borrower Representative
and the applicable Issuing Bank), times the average aggregate daily maximum amount available
to be drawn under all such European Letters of Credit (determined as of the close of business on
any date of determination).
(iii) The applicable Borrower agrees to pay fees to be agreed with the applicable Issuing
Bank in respect of all commercial Letters of Credit.
(iv) The applicable Borrower agrees to pay such documentary and processing charges for
any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with the
applicable Issuing Bank’s standard schedule for such charges and as in effect at the time of such
issuance, amendment, transfer or payment, as the case may be.

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 (e) All fees referred to in Sections 2.11(a), 2.11(b), 2.11(c) and 2.11(d) shall be calculated on the
basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on
March 31, June 30, September 30 and December 31 of each year during the applicable Revolving
Commitment Period, commencing on the first such date to occur after the Closing Date, and on the
applicable Revolving Commitment Termination Date.

(f) In addition to any of the foregoing fees, the Borrowers agree to pay to Agents such other fees
(such as administrative agency fees) in the amounts and at the times separately agreed upon.

Section 2.12 Scheduled Payments.

(a) (i) The principal amounts of the Tranche A Dollar Term Loans shall be repaid in consecutive
quarterly installments (each, an “Installment”) in the aggregate amounts set forth below on the dates set
forth below (each, an “Installment Date”), commencing on September 30, 2019:

Tranche A Dollar Term Loan

Installment Date Installments
September 30, 2019 $6,832,687.50
December 31, 2019 $6,832,687.50
March 31, 2020 $6,832,687.50
June 30, 2020 $6,832,687.50
September 30, 2020 $6,832,687.50
December 31, 2020 $6,832,687.50
March 31, 2021 $6,832,687.50
June 30, 2021 $6,832,687.50
September 30, 2021 $13,665,375.00
December 31, 2021 $13,665,375.00
March 31, 2022 $13,665,375.00
June 30, 2022 $13,665,375.00
September 30, 2022 $20,498,062.50
December 31, 2022 $20,498,062.50
March 31, 2023 $20,498,062.50
June 30, 2023 $20,498,062.50
September 30, 2023 $20,498,062.50
December 31, 2023 $20,498,062.50
March 31, 2024 $20,498,062.50
Tranche A Dollar Term Loan Remainder
Maturity Date
(b) (i) The principal amounts of the Tranche A Euro Term Loans shall be repaid in Installments in
the aggregate amounts set forth below on the dates set forth below, commencing on September 30, 2019:

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 Tranche A Euro Term Loan
Installment Date Installments
September 30, 2019 €3,125,000.00
December 31, 2019 €3,125,000.00
March 31, 2020 €3,125,000.00
June 30, 2020 €3,125,000.00
September 30, 2020 €3,125,000.00
December 31, 2020 €3,125,000.00
March 31, 2021 €3,125,000.00
June 30, 2021 €3,125,000.00
September 30, 2021 €6,250,000.00
December 31, 2021 €6,250,000.00
March 31, 2022 €6,250,000.00
June 30, 2022 €6,250,000.00
September 30, 2022 €9,375,000.00
December 31, 2022 €9,375,000.00
March 31, 2023 €9,375,000.00
June 30, 2023 €9,375,000.00
September 30, 2023 €9,375,000.00
December 31, 2023 €9,375,000.00
March 31, 2024 €9,375,000.00
Tranche A Euro Term Loan Remainder
Maturity Date

(c) Notwithstanding the foregoing, (x) such Installments shall be reduced, respectively, in
connection with any voluntary prepayment of the applicable Tranche A Term Loans in accordance with
Section 2.13 and Section 2.15; and (y) the Tranche A Term Loans, together with all other amounts owed
hereunder with respect thereto, shall, in any event, be paid in full no later than the applicable Term Loan
Maturity Date.

Section 2.13 Voluntary Prepayments/Commitment Reductions.

(a) Voluntary Prepayments.

(i) Any time and from time to time (1) with respect to Base Rate Loans or Canadian Prime
Rate Loans, the U.S. Borrower may prepay any such Loans on any Business Day in whole or in
part, in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in
excess of that amount; (2) with respect to Eurocurrency Rate Loans, the applicable Borrower may
prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount
of, with respect to Loans denominated in Dollars, Canadian Dollars or Hong Kong Dollars and
U.S. Revolving Loans, Canadian Revolving Loans or Hong Kong Revolving Loans, $5,000,000
and integral multiples of $1,000,000 in excess of that amount, and, with respect to Loans
denominated in Euros and all European Revolving Loans, €5,000,000 and integral multiples of
€1,000,000 in excess of that amount; and (3) with respect to Swing Line Loans, the U.S.
Borrower or European

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 Borrower, as applicable, may prepay any such Loans on any Business Day in whole or in part in
an aggregate minimum amount of, with respect to Swing Line Loans denominated in Dollars or
Canadian Dollars, $500,000, and in integral multiples of $100,000 in excess of that amount, and,
with respect to Swing Line Loans denominated in Euros, €5,000,000 and integral multiples of
€1,000,000 in excess of that amount, in each case, without premium or penalty except as
described in the immediately following sentence.

(ii) All such prepayments shall be made (1) upon not less than one Business Day’s prior
written notice in the case of Base Rate Loans, Canadian Prime Rate Loans; (2) upon not less than
three Business Days’ prior written notice in the case of Eurocurrency Rate Loans and (3) upon
written notice on the date of prepayment, in the case of Swing Line Loans;

in each case given to the Administrative Agent or applicable Swing Line Lender, as the case may be, by
12:00 p.m. (New York City time) (or, with respect to repayments of European Revolving Loans, 12:00
p.m. (London, England time) or, with respect to repayments of Hong Kong Revolving Loans, 12:00 p.m.
(New York City time)) on the date required (and the Administrative Agent or such Swing Line Lender, as
the case may be, shall promptly transmit such original notice electronically or by telefacsimile or
telephone to each Lender). Upon the giving of any such notice, the principal amount of the Loans
specified in such notice shall become due and payable on the prepayment date specified therein; provided
that such a notice may state that such notice is conditioned upon the effectiveness of other credit facilities,
indentures or similar agreements or the occurrence of any other transactions, in which case such notice
may be revoked by the Borrower Representative if such condition is not satisfied. Any such voluntary
prepayment shall be applied as specified in Section 2.15(a).

(b) Voluntary Commitment Reductions.

(i) The Borrower Representative may, upon not less than three Business Days’ prior
written notice to the Administrative Agent (which written notice the Administrative Agent shall
promptly transmit electronically or by telefacsimile or telephone to each applicable Lender), at
any time and from time to time terminate in whole or permanently reduce in part, without
premium or penalty, the U.S. Revolving Commitments, the Canadian Revolving Commitments,
the European Revolving Commitments and/or the Hong Kong Revolving Commitments in an
amount up to the amount by which (w) the U.S. Revolving Commitments exceed the Total
Utilization of U.S. Revolving Commitments, (x) the Canadian Revolving Commitments exceed
the Total Utilization of Canadian Revolving Commitments, (y) the European Revolving
Commitments exceed the Total Utilization of European Revolving Commitments, or (z) the Hong
Kong Revolving Commitments exceed the Total Utilization of Hong Kong Revolving
Commitments, as applicable, at the time of such proposed termination or reduction; provided, that
any such partial reduction of the Revolving Commitments shall be in an aggregate minimum
amount of, with respect to U.S. Revolving Commitments, Canadian Revolving Commitments and
Hong Kong Revolving Commitments, $5,000,000 and integral multiples of $1,000,000 in excess
of that amount, and, with respect to European Revolving Commitments, €5,000,000 and integral
multiples of €1,000,000 in excess of that amount.

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 (ii) The Borrower Representative’s notice to the Administrative Agent shall designate the
date (which shall be a Business Day) of such termination or reduction and the amount of any
partial reduction, and such termination or reduction of the Revolving Commitments shall be
effective on the date specified in the Borrower Representative’s notice and shall reduce the
applicable Revolving Commitments of each Lender proportionately to its Pro Rata Share thereof;
provided that such a notice may state that such notice is conditioned upon the effectiveness of
other credit facilities, indentures or similar agreements or the occurrence of any other
transactions, in which case such notice may be revoked by the Borrower Representative if such
condition is not satisfied. Notwithstanding anything to the contrary contained in this Section
2.13(b)(ii) or any other provision of this Agreement, the Borrower Representative may reduce the
Revolving Commitment of any Defaulting Lender to an amount not less than the applicable
Revolving Exposure of such Defaulting Lender with respect to such Revolving Commitment (it
being understood that for purposes of determining such Defaulting Lender’s Revolving Exposure
pursuant to this sentence, such Defaulting Lender’s Revolving Commitments shall be deemed to
be terminated), such reduction to be subject to the consent of the Administrative Agent (such
consent not to be unreasonably withheld, conditioned or delayed).

Section 2.14 Mandatory Prepayments/Commitment Reductions.

(a) Revolving Loans, Swing Line Loans and Letters of Credit. The applicable Borrower shall from
time to time (i) prepay first, the Swing Line Loans, and second, the Revolving Loans and (ii) if all such
Loans are prepaid without exhausting the excess referred to below, Cash Collateralize outstanding Letters
of Credit, in each case, to the extent necessary so that (w) the Total Utilization of U.S. Revolving
Commitments shall not at any time exceed the U.S. Revolving Commitments then in effect, (x) the Total
Utilization of Canadian Revolving Commitments shall not at any time exceed the Canadian Revolving
Commitments then in effect (y) the Total Utilization of European Revolving Commitments shall not at
any time exceed the European Revolving Commitments then in effect and (z) the Total Utilization of
Hong Kong Revolving Commitments shall not at any time exceed the Hong Kong Revolving
Commitments then in effect. Notwithstanding the foregoing, mandatory prepayments of Swing Line
Loans and Revolving Loans and Cash Collateralization of Letters of Credit that would otherwise be
required pursuant to this Section 2.14(a) solely as a result of fluctuations in Exchange Rates from time to
time shall only be required to be made on the last Business Day of each month on the basis of the
Exchange Rate in effect on such Business Day.

Section 2.15 Application of Prepayments/Reductions.

(a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan
pursuant to Section 2.13(a) shall be applied to the Loans and Installments, if applicable, as specified by
the applicable Borrower in the applicable notice of prepayment (and shall not be required to be applied
pro rata to all Loans or Installments); provided, further, that in the event the applicable Borrower fails to
specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as
follows:

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 first, to repay outstanding Swing Line Loans on a pro rata basis until paid in full;

second, to repay outstanding Revolving Loans on a pro rata basis until paid in full; and

third, to prepay the Tranche A Term Loans (and, if required by the applicable Joinder
Agreement, the Incremental Term Loans) on a pro rata basis in accordance with the respective
outstanding principal amounts thereof, which prepayments shall be applied in direct order of
maturity to reduce the scheduled remaining Installments of the Tranche A Term Loans (and, if
required by the applicable Joinder Agreement, the Incremental Term Loans);

in each case, for the avoidance of doubt, allocated on a pro rata basis among the applicable
Tranche A Term Loans, Revolving Loans and Swing Line Loans.

(b) Application of Prepayments of Loans to Base Rate Loans, Canadian Prime Rate Loans and
Eurocurrency Rate Loans. Considering each Class of Loans being prepaid separately, any prepayment of
U.S. Loans, Hong Kong Revolving Loans denominated in Dollars or Canadian Revolving Loans shall be
applied first to Base Rate Loans and Canadian Prime Rate Loans to the full extent thereof before
application to Eurocurrency Rate Loans, in each case in a manner which minimizes the amount of any
payments required to be made by the U.S. Borrower pursuant to Section 2.18(c).

Section 2.16 General Provisions Regarding Payments.

(a) All payments by the Borrowers of principal, interest, fees and other Obligations shall be made,
(i) with respect to Loans denominated in Dollars, U.S. Revolving Commitments or Hong Kong Revolving
Commitments, in Dollars, (ii) with respect to Canadian Revolving Loans denominated in Canadian
Dollars or Canadian Revolving Commitments, in Canadian Dollars, (iii) with respect to Hong Kong
Revolving Loans denominated in Hong Kong Dollars, in Hong Kong Dollars and (iv) with respect to
European Revolving Loans denominated in Euros or European Revolving Commitments (including any
commitment fees with respect to the undrawn portion thereof), in Euros or, with respect to European
Revolving Loans denominated in an Other Foreign Currency, in the Other Foreign Currency in which
such European Revolving Loans are denominated, in each case in same day funds, without defense, setoff
or counterclaim, free of any restriction or condition (other than any security or quasi-security arising in
connection with any cash pooling, netting or set-off arrangement entered into by any Group Member in
the ordinary course of its banking arrangements for the purpose of netting debit and credit balances
(including any security or quasi-security granted in favor of the financial institution with whom such
arrangements are entered into in order to secure obligations under such arrangements and including an
ancillary facility which is an overdraft comprising more than one account)), and delivered to the
Administrative Agent not later than 12:00 p.m. (New York City time), with respect to European
Revolving Loans or European Revolving Commitments, 12:00 p.m. (London, England time) or, with
respect to Hong Kong Revolving Loans or Hong Kong Revolving Commitments, 12:00 p.m. (New York
City time) on the date due at the Principal Office designated by the Administrative Agent for the account
of Lenders. For purposes of computing interest and fees, funds received by

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the Administrative Agent after that time on such due date shall be deemed to have been paid by the
Borrowers on the next succeeding Business Day.

(b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments
of Revolving Loans, Base Rate Loans, Canadian Prime Rate Loans or Euro Overnight Index Average Rate
Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or
prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when
interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due
and payable before application to principal.

(c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute
to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata
Share of all payments and prepayments of principal and interest due hereunder, together with all other
amounts due thereto, including all fees payable with respect thereto, to the extent received by the
Administrative Agent.

(d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is

withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro
Rata Share of any Eurocurrency Rate Loans, the Administrative Agent shall give effect thereto in
apportioning payments received thereafter.

(e) Subject to the provisos set forth in the definition of “Interest Period” as they may apply to
Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to
be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business
Day and, with respect to Revolving Loans only, such extension of time shall be included in the
computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.

(f) The Administrative Agent shall deem any payment by or on behalf of any Borrower hereunder
that is not made in same day funds prior to 12:00 p.m. (New York City time) or, with respect to European
Revolving Loans or European Revolving Commitments, 12:00 p.m. (London, England time), to be a non-
conforming payment. Any such payment shall not be deemed to have been received by the Administrative
Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next
Business Day. The Administrative Agent shall give prompt electronic or telephonic notice (confirmed in
writing) to the Borrower Representative and each applicable Lender if any payment is non-conforming.
Any non-conforming payment may constitute or become a Default or Event of Default in accordance with
the terms of Section 8.01(a).

(g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of
the Obligations under the Loan Documents shall have been accelerated pursuant to Section 8.01, all
payments or proceeds received by Agents hereunder in respect of any of the Obligations under the Loan
Documents, shall be applied in accordance with the application arrangements described in Section
2.15(b).

Section 2.17 Ratable Sharing. The Lenders to the U.S. Borrower agree among themselves, the
Lenders to the European Borrower hereby agree among themselves, and the Lenders to the Hong Kong
Borrower hereby agree among themselves, that, except as otherwise

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provided in any Security Document with respect to amounts realized from the exercise of rights with
respect to any Collateral, if any of them shall, whether by voluntary payment (other than a voluntary
prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any
right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under
the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under
the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal,
interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to
such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due”
to such Lender) which is greater than the proportion received by any other Lender in respect of the
Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater
payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment
and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have
purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion
of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of
Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to
them; provided, that if all or part of such proportionately greater payment received by such purchasing
Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Borrower
or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall
be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The
provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by any Borrower
pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by
any Lender as consideration for the assignment or sale of a participation in any of its Loans or other
Obligations owed to it. The provisions of this Section 2.17 are subject to any security or quasi-security
arising in connection with any cash pooling, netting or set-off arrangement entered into by any Group
Member in the ordinary course of its banking arrangements for the purpose of netting debit and credit
balances.

Section 2.18 Making or Maintaining Eurocurrency Rate Loans.

(a) Inability to Determine Applicable Interest Rate. In the event of any Market Disruption, the
Administrative Agent shall on such date give notice (electronically or by telefacsimile or by telephone
confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon
(i) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made as, or
converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower
Representative and Lenders that the circumstances giving rise to such notice no longer exist and (y) any
Borrowing Notice or Conversion/Continuation Notice given by the Borrower Representative with respect
to the Loans in respect of which such determination was made shall be deemed to be rescinded by the
Borrower Representative, and (ii) with respect to Loans denominated in Euros, Hong Kong Dollars or
Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the
Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not
more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest
payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period
between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with
its terms (and may be retrospective to the beginning of the relevant

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Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such
Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate
confirmed in writing to the Administrative Agent by that Lender to be its cost of funds (from any source
which it may reasonably select) plus the Applicable Margin.

(b) Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any
law, treaty, governmental rules, regulation or guideline or order, or in the interpretation or application
thereof shall make it unlawful for any Lender to make or maintain Eurocurrency Rate Loans as
contemplated by this Agreement (such Lender an “Affected Lender”), (i) the Commitment of such Lender
hereunder to make Eurocurrency Rate Loans, continue Eurocurrency Rate Loans as such and convert Base
Rate Loans or Canadian Prime Rate Loans to Eurocurrency Rate Loans shall forthwith be suspended until
such time as it shall no longer be unlawful for such Lender to make or maintain the affected Loan and (ii)
any such Lender’s Loans then outstanding as Eurocurrency Rate Loans denominated in Dollars or
Canadian Dollars, if any, shall be converted automatically to Base Rate Loans or Canadian Prime Rate
Loans, respectively, on the respective last days of the then current Interest Periods with respect to such
Loans or within such earlier period as required by law. If any such conversion of a Eurocurrency Rate
Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the
applicable Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to
Section 2.18(c).

(c) Compensation for Breakage or Non-Commencement of Interest Periods. The applicable

Borrower shall compensate each Lender, upon written request by such Lender (which request shall set
forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including
any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurocurrency
Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation
or re-employment of such funds but excluding loss of anticipated profits) which such Lender actually
sustains as a direct result of any of the following circumstances: (i) if for any reason (other than a default
by such Lender) a borrowing of any Eurocurrency Rate Loan does not occur on a date specified therefor
in a Borrowing Notice, or a conversion to or continuation of any Eurocurrency Rate Loan does not occur
on a date specified therefor in a Conversion/Continuation Notice; (ii) if any prepayment or other principal
payment of, or any conversion of, any of its Eurocurrency Rate Loans occurs on a date prior to the last
day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurocurrency
Rate Loans is not made on any date specified in a notice of prepayment given by the applicable Borrower
or the Borrower Representative.

(d) Booking of Eurocurrency Rate Loans. Any Lender may make, carry or transfer Eurocurrency
Rate Loans at, to or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e) Alternate Eurocurrency Rate. If at any time the Administrative Agent determines (which
determination shall be conclusive absent manifest error) that the circumstances set forth in clause (a)
above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth
in clause (a) above have not arisen but the supervisor for the administrator of the Screen Rate or a
Governmental Authority having jurisdiction over the Administrative Agent

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has made a public statement identifying a specific date after which the Screen Rate shall no longer be used
for determining interest rates for loans, then the Administrative Agent and the Borrowers shall endeavor
to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then
prevailing market convention for determining a rate of interest for syndicated loans in the United States,
Europe, Hong Kong and/or Canada at such time, and shall enter into an amendment to this Agreement to
reflect such alternate rate of interest and such other related changes to this Agreement as may be
applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the
Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than
zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything
to the contrary in Section 10.05, such amendment shall become effective without any further action or
consent of any other party to this Agreement so long as the Administrative Agent shall not have received,
within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a
written notice from the Required Lenders stating that such Required Lenders object to such amendment.
Until an alternate rate of interest shall be determined in accordance with this clause (e), (A) the applicable
Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Loan or
(y) convert (to the extent permitted hereunder) such Loans into Base Rate Loans and (B) the obligation of
the applicable Lenders to make, continue or to convert Loans into, Eurocurrency Rate Loans shall be
suspended.

Section 2.19 Increased Costs; Capital Adequacy.

(a) Compensation For Increased Costs. In the event that any Lender (which term shall include the
Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent
manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or
governmental rule, regulation or order, or any change therein or in the interpretation, administration or
application thereof (including, notwithstanding anything herein to the contrary, the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or
issued in connection therewith regardless of the date enacted, adopted or issued (but only to the extent
actually implemented)), or any determination of a court or Governmental Authority, in each case that
becomes effective after the date hereof, or compliance by such Lender with any guideline, request or
directive issued or made after the date hereof by any central bank or other governmental or quasi-
governmental authority (whether or not having the force of law and including all requests, rules,
guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on
Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case, pursuant to Basel III, regardless of the date enacted, adopted or issued (but only
to the extent actually implemented)): (i) imposes, modifies or holds applicable any reserve (including any
marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC
insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account
of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of
such Lender (other than any such reserve or other requirements with respect to Eurocurrency Rate Loans
that are reflected in the definition of Eurocurrency Rate); or (ii) imposes any other condition on or
affecting such Lender (or its applicable lending office) or its obligations hereunder or the London
interbank market or the relevant off-shore interbank market for any Approved Currency; and the result of
any of the

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foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans
hereunder or acquiring participations in, issuing or maintaining Letters of Credit hereunder or to reduce
any amount received or receivable by such Lender (or its applicable lending office) with respect thereto;
then, in any such case, the applicable Borrower shall promptly pay to such Lender, upon receipt of the
statement referred to in the next sentence, such additional amount or amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall
determine) as may be necessary to compensate such Lender for any such increased cost or reduction in
amounts received or receivable hereunder. Such Lender shall deliver to the Borrower Representative (with
a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for
calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall
be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, this
Section 2.19(a) shall not apply to any Excluded Taxes or Indemnified Taxes imposed on or with respect to
any payment made by or on account of any obligation of any Loan Party under any Loan Document.

(b) Capital Adequacy Adjustment. In the event that any Lender (which term shall include the
Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness,
phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof)
regarding capital adequacy or liquidity requirements, or any change therein or in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable agency charged with
the interpretation or administration thereof in each case that becomes effective after the date hereof, or
compliance by any Lender (or its applicable lending office) with any guideline, request or directive issued
or made after the date hereof regarding capital adequacy or liquidity requirements (whether or not having
the force of law) of any such Governmental Authority, central bank or comparable agency (including,
notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith
and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case, pursuant to Basel III, regardless in the case of clauses (i)
and (ii) of the date enacted, adopted or issued (but in the case of clauses (i) and (ii) only to the extent
actually implemented)), has or would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of, or with reference to, such
Lender’s Loans or Revolving Commitment or Letters of Credit, or participations therein or other
obligations hereunder with respect to the Loans or the Letters of Credit, to a level below that which such
Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of such Lender or such
controlling corporation with regard to capital adequacy or liquidity requirements), then from time to time,
within five Business Days after receipt by the Borrower Representative from such Lender of the statement
referred to in the next sentence, the applicable Borrower shall pay to such Lender such additional amount
or amounts as shall compensate such Lender or such controlling corporation on an after-tax basis for such
reduction. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative
Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional
amounts owed to such Lender under this

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Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest
error.

Section 2.20 Taxes; Withholding, Etc.

(a) Payments to Be Free and Clear. Any and all sums payable by or on behalf of any Loan Party
hereunder and under any other Loan Document shall (except to the extent required by law) be paid free
and clear of, and without any deduction or withholding for or on account of, any Tax.

(b) Withholding of Taxes. If any Loan Party or any other Person is required by law to make any
deduction or withholding for or on account of any Tax from any sum paid or payable by or on behalf of
any Loan Party to the Administrative Agent or any Lender (which term shall include the Issuing Bank for
purposes of this Section 2.20(b)) under any of the Loan Documents: (i) the applicable Loan Party shall
notify the Administrative Agent in writing of any such requirement or any change in any such requirement
as soon as the applicable Loan Party becomes aware of it; (ii) the applicable Borrower shall timely pay
any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to
pay is imposed on any Loan Party) for its own account or (if that liability is imposed on the
Administrative Agent or such Lender) on behalf of and in the name of the Administrative Agent or such
Lender, as the case may be to the relevant Governmental Authority in accordance with law; (iii) if such
Tax is an Indemnified Tax, then the sum payable by such Loan Party in respect of which the relevant
deduction, withholding or payment is required shall be increased to the extent necessary to ensure that,
after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as
the case may be, receives on the due date a net sum equal to what it would have received had no such
deduction, withholding or payment been required or made (after taking into account any additional
deduction, withholding or payment of any Indemnified Taxes on such increased payment); and (iv) as
soon as practicable after any payment of Tax by a Loan Party, the applicable 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.

(c) Evidence of Exemption From, or Reduction of, Withholding Tax. Any Lender (which term
shall include the Issuing Bank for purposes of this Section 2.20(c)) that is entitled to an exemption from or
reduction of withholding Tax under the law of the jurisdiction in which any Borrower is resident for tax
purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under
any other Loan Document shall, to the extent it may lawfully do so, deliver to such Borrower and the
Administrative Agent, at the time or times prescribed by applicable requirements of law and reasonably
requested by such Borrower or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable requirements of law and any other information as will permit
such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding
anything to the contrary in the preceding sentence, the completion, execution and submission of such
documentation (other than such documentation set forth in (c)(i) and (ii) below, the immediately
subsequent sentence and, in the case of a U.S. Lender, the IRS Form W-9) shall not be required if in the
Lender’s

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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. 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 the Borrowers and the Administrative Agent at the time or times
prescribed by law and at such time or times reasonably requested by the Borrowers 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 the Borrowers or the
Administrative Agent as may be necessary for the Borrowers 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 to deduct and withhold from such payment. Solely
for purposes of the foregoing sentence, “FATCA” shall include any amendments made to FATCA after the
date of this Agreement. Without limiting the generality of the foregoing, each Lender that is not a “United
States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S.
federal income tax purposes and that is a Lender to a U.S. Loan (a “Non-U.S. Lender”) (for this purpose,
including any Commitment with respect thereto) shall, to the extent it is legally entitled to do so, deliver
to the Administrative Agent for transmission to the Borrower Representative, on or prior to the Closing
Date or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in
the case of each other Lender), and at such other times as may be prescribed by law or as may be
necessary in the determination of the Borrower Representative or the Administrative Agent (each in the
reasonable exercise of its discretion), (i) two copies of IRS Form W-8BEN or W-8BEN-E, as applicable
(claiming the benefits of any applicable income tax treaty), W-8ECI, W-8EXP and/or W-8IMY (or, in
each case, any successor forms), as applicable, properly completed and duly executed by such Lender, and
such other documentation required under the Internal Revenue Code or reasonably requested by the
Borrower Representative or the Administrative Agent to establish that such Lender is not subject to (or is
subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to
any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan
Documents or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the
Internal Revenue Code and is relying on the so-called “portfolio interest exemption,” a Certificate re Non-
Bank Status together with two copies of IRS Form W-8BEN or W-8BEN-E, as applicable (or any
successor form), properly completed and duly executed by such Lender, and such other documentation
required under the Internal Revenue Code or reasonably requested by the Borrower Representative or the
Administrative Agent to establish that such Lender is not subject to deduction or withholding of United
States federal income tax with respect to any payments to such Lender of interest payable under any of the
Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)
(30) of the Internal Revenue Code) for United States federal income tax purposes (a “U.S. Lender”) shall
deliver to the Administrative Agent and the Borrower Representative on or prior to the Closing Date (or,
if later, on or prior to the date on which such Lender becomes a party to this Agreement) two copies of
IRS Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying
that such U.S. Lender is exempt from United States backup withholding tax. Each Lender required to
deliver any forms, certificates or other evidence with respect to

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United States federal income tax withholding matters pursuant to this Section 2.20(c) hereby agrees, from
time to time after the initial delivery by such Lender of such forms, certificates or other evidence,
whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence
obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the
Administrative Agent and the Borrower Representative two new copies of IRS Form W-8BEN, W-8-
BEN-E, W-8ECI, W-8IMY, W-8EXP and/or W-9 (or, in each case, any successor form), or a Certificate re
Non-Bank Status, as the case may be, properly completed and duly executed by such Lender, and such
other documentation required under the Internal Revenue Code and reasonably requested by the Borrower
Representative or the Administrative Agent to confirm or establish that such Lender is not subject to (or is
subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to
payments to such Lender under the Loan Documents, or notify the Administrative Agent and the
Borrower Representative of its inability to deliver any such forms, certificates or other evidence. No
Borrower shall be required to pay any additional amount to any Non-U.S. Lender under Section 2.20(b)
(iii) with respect to Indemnified Taxes imposed by reason of such Lender’s failure (1) to deliver the
forms, certificates or other evidence required by this Section 2.20(c) or (2) to notify the Administrative
Agent and the Borrower Representative of its inability to deliver any such forms, certificates or other
evidence, as the case may be; provided, that if such Lender shall have satisfied the requirements to deliver
forms, certificates or other evidence under this Section 2.20(c) on the date of the Assignment Agreement
pursuant to which it became a Lender, nothing in this last sentence of Section 2.20(c) shall relieve any
Loan Party of its obligation to pay any additional amounts pursuant to this Section 2.20 in the event that,
as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any
change in the interpretation, administration or application thereof that becomes effective after such date,
such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent
date establishing the fact that such Lender is not subject to withholding as described herein.

(d) Without limiting the provisions of Section 2.20(b), each Loan Party shall timely pay, or at the
option of the Administrative Agent timely reimburse it for the payment of, all Other Taxes to the relevant
Governmental Authorities in accordance with applicable law. Each Loan Party or the Borrower
Representative shall deliver to the Administrative Agent official receipts or other evidence of such
payment reasonably satisfactory to the Administrative Agent in respect of any Other Taxes payable
hereunder promptly after payment of such Other Taxes.

(e) If the Administrative Agent or a Lender (which term shall include the Issuing Bank for
purposes of this Section 2.20(e)) receives a refund of any amount as to which a Borrower has made any
payments pursuant to this Section 2.20, the Administrative Agent or such Lender shall pay over any such
refund to such Borrower (but only to the extent of indemnity payments made under this Section with
respect to the Taxes giving rise to such refund), net of such Lender’s expenses and out-of-pocket costs
(including Taxes) of such Administrative Agent or a Lender 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 or such Lender, agrees to repay the amount paid over to the
Borrower (including any applicable interest, fees and penalties) in the event that the Administrative Agent
or such Lender is required to repay such refund to the relevant Governmental Authority. Notwithstanding
anything to the contrary in this paragraph (e), in no event will the Administrative Agent or a Lender be
required to

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pay any amount to a Borrower pursuant to this paragraph (e) the payment of which would place the
Administrative Agent or a Lender in a less favorable net after-Tax position than the Administrative Agent
or the Lender would have been in if the Tax subject to indemnification and giving rise to such refund had
not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require
any Administrative Agent or a Lender to make available its Tax returns (or any other information relating
to its Taxes that it deems confidential) to a Borrower or any other Person.

(f) The Loan Parties shall jointly and severally indemnify the Administrative Agent and any
Lender (which term shall include Issuing Bank for purposes of this Section 2.20(f)), within 10 days after
demand therefor, for the full amount of Indemnified Taxes for which additional amounts are required to be
paid pursuant to Section 2.20(b) and Other Taxes, in each case arising in connection with this Agreement
or any other Loan Document (including any such Indemnified Taxes or Other Taxes imposed or asserted
on or attributable to amounts payable under this Section 2.20) paid by the Administrative Agent or Lender
or any of their respective Affiliates and any 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 such Loan Party shall be conclusive absent manifest error. Such payment shall be due within 30 days of
such Loan Party’s receipt of such certificate.

Section 2.21 Obligation to Mitigate. Each Lender (which term shall include the Issuing Bank for
purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender
responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the
occurrence of an event or the existence of a condition that would cause such Lender to become an
Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it
shall, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or
regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions
through another office of such Lender or (b) take such other measures as such Lender may deem
reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected
Lender would cease to exist or the additional amounts which would otherwise be required to be paid to
such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by
such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving
Commitments, Loans or Letters of Credit through such other office or in accordance with such other
measures, as the case may be, would not otherwise adversely affect the interests of such Lender in any
material respect; provided, that such Lender shall not be obligated to utilize such other office pursuant to
this Section 2.21 unless the Borrower Representative agrees to pay all incremental expenses incurred by
such Lender as a result of utilizing such other office as described above. A certificate as to the amount of
any such expenses payable by the Borrower Representative pursuant to this Section 2.21 (setting forth in
reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower
Representative (with a copy to the Administrative Agent) shall be conclusive absent manifest error. For
the avoidance of doubt, nothing in this Section 2.21 shall relieve any Lender from its obligations pursuant
to Section 2.20(c) of this Agreement.

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 Section 2.22 Defaulting Lenders. Notwithstanding anything to the contrary contained in this
Agreement, if any obligations of any Lender to purchase participations in or otherwise refinance or
support any Swing Line Loans or Letters of Credit exist at the time any Lender having a Revolving
Commitment becomes a Defaulting Lender (such Lender, a “Defaulting Revolving Lender”) then:

(a) all obligations of the applicable Defaulting Revolving Lender to purchase participations in or
otherwise refinance or support such Swing Line Loans and Letters of Credit shall be reallocated among
the non-Defaulting Revolving Lenders of the applicable Class in accordance with their respective Pro
Rata Share thereof, but only to the extent (i) (x) with respect to U.S. Swing Line Loans and U.S. Letters of
Credit, the sum of the non-Defaulting Revolving Lenders’ Pro Rata Shares of the Total Utilization of U.S.
Revolving Commitments plus such Defaulting Revolving Lender’s Pro Rata Share of U.S. Revolving
Exposure does not exceed the total of all non-Defaulting Revolving Lenders’ U.S. Revolving
Commitments, (y) with respect to Canadian Swing Line Loans and Canadian Letters of Credit, the sum of
the non-Defaulting Revolving Lenders’ Pro Rata Shares of the Total Utilization of Canadian Revolving
Commitments plus such Defaulting Revolving Lender’s Pro Rata Share of Canadian Revolving Exposure
does not exceed the total of all non-Defaulting Revolving Lenders’ Canadian Revolving Commitments
and (z) with respect to European Swing Line Loans and European Letters of Credit, the sum of the non-
Defaulting Revolving Lenders’ Pro Rata Shares of the Total Utilization of European Revolving
Commitments plus such Defaulting Revolving Lender’s Pro Rata Share of European Revolving Exposure
does not exceed the total of all non-Defaulting Revolving Lenders’ European Revolving Commitments
and (ii) in each case, the conditions set forth in Section 3.02 are satisfied at such time; it being understood
that no reallocation will be made with respect to any non-Defaulting Revolving Lender to the extent such
reallocation causes such non-Defaulting Revolving Lender’s Pro Rata Share of the Total Utilization of
U.S. Revolving Commitments, Total Utilization of Canadian Revolving Commitments or Total Utilization
of European Revolving Commitments, as applicable, to exceed such Non-Defaulting Lender’s U.S.
Revolving Commitment, Canadian Revolving Commitment or European Revolving Commitment, as
applicable;

(b) if the reallocation described in Section 2.22(a) cannot, or can only partially, be effected, the
applicable Borrower shall (i) first, within one Business Day following notice by the Administrative Agent,
prepay any outstanding Swing Line Loans to the extent the obligations of the applicable Defaulting
Revolving Lender to purchase participations in or otherwise refinance or support Swing Line Loans have
not been reallocated pursuant to Section 2.22(a) and (ii) second, within three Business Days following
notice by the Administrative Agent, Cash Collateralize such Defaulting Revolving Lender’s Pro Rata
Share of the obligations to purchase participations in or otherwise refinance or support Letters of Credit
(after giving effect to any partial reallocation pursuant to Section 2.22(a)) for so long as such obligations
are outstanding;

(c) if the obligations of the applicable Defaulting Revolving Lender to purchase participations in
or otherwise refinance or support Letters of Credit are reallocated among the non-Defaulting Revolving
Lenders pursuant to Section 2.22(a), then the fees payable to the Lenders pursuant to Section 2.11 shall be
adjusted in accordance with such non-Defaulting Revolving Lenders’ Pro Rata Shares; and

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 (d) Subject to Section 10.26, no reallocation hereunder shall constitute a waiver or release of any
claim of any party hereunder against a Defaulting Lender arising from that Lender having become a
Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting
Lender’s increased exposure following such reallocation.

Section 2.23 Removal or Replacement of a Lender. Anything contained herein to the contrary
notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the
Borrower Representative that such Lender is an Affected Lender or that such Lender is entitled to receive
payments under Section 2.18(b), 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be
an Affected Lender or which entitle such Lender to receive such payments remain in effect, and (iii) such
Lender shall fail to withdraw such notice within five Business Days after the Borrower Representative’s
request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) such Defaulting
Lender’s default remains in effect and (iii) such Defaulting Lender shall fail to cure the default as a result
of which it has become a Defaulting Lender within five Business Days thereafter; or (c) in connection
with any proposed amendment, modification, termination, extension, waiver or consent with respect to
any of the provisions hereof as contemplated by Section 10.05(b) or Section 2.26, the consent of Required
Lenders shall have been obtained but the consent of one or more of such other Lenders (each, a “Non-
Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each
such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the
Borrower Representative may, by giving written notice to the Administrative Agent and any Terminated
Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender
hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full
to one or more Eligible Assignees (each, a “Replacement Lender”) in accordance with the provisions of
Section 10.06 and the applicable Borrower shall pay the fees, if any, payable thereunder in connection
with any such assignment from an Increased-Cost Lender, a Non-Consenting Lender or a Defaulting
Lender; provided, that (1) on the date of such assignment, the Replacement Lender shall pay to the
Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued
interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed
drawings on Letters of Credit that have been funded by such Terminated Lender, together with all then
unpaid interest with respect thereto at such time and (C) an amount equal to all accrued but theretofore
unpaid fees owing to such Terminated Lender pursuant to Section 2.11, such amounts to be calculated
based on the Dollar Equivalent thereof with respect to the Tranche A Dollar Term Loans, U.S. Revolving
Commitments or Hong Kong Revolving Commitments, based on the Foreign Exchange Equivalent
thereof with respect to the Canadian Revolving Commitments and based on the Euro Equivalent thereof
with respect to the Tranche A Euro Term Loans and European Revolving Commitments; (2) on the date of
such assignment, the applicable Borrower shall pay any amounts payable to such Terminated Lender
pursuant to Section 2.18(c), Section 2.19 or Section 2.20 or otherwise as if it were a prepayment and (3) in
the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at
the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-
Consenting Lender; provided, that the applicable Borrower may not make such election with respect to
any Terminated Lender that is also the Issuing Bank unless, prior to the effectiveness of such election, the
applicable Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled,
replaced or Cash Collateralized. Upon the prepayment of all amounts

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owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving
Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof;
provided, that any rights of such Terminated Lender to indemnification hereunder shall survive as to such
Terminated Lender. Each Lender agrees that if a Borrower exercises its option hereunder to cause an
assignment by such Lender as a Terminated Lender, such Lender shall, promptly after receipt of written
notice of such election, execute and deliver all documentation necessary to effectuate such assignment in
accordance with Section 10.06. In the event that a Lender does not comply with the requirements of the
immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby
authorizes and directs the Administrative Agent to execute and deliver such documentation as may be
required to give effect to an assignment in accordance with Section 10.06 on behalf of a Terminated
Lender and any such documentation so executed by the Administrative Agent shall be effective for
purposes of documenting an assignment pursuant to Section 10.06.

Section 2.24 Incremental Facilities. The Borrower Representative may by written notice to the
Administrative Agent at any time after the Closing Date elect to request (A) an increase to the existing
Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the
establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”),
by an aggregate amount not to exceed $1,500,000,000, and, in each case, not less than $25,000,000
individually (or such lesser amount which shall be approved by the Administrative Agent), and integral
multiples of $10,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an
“Increased Amount Date”) on which the Borrower Representative proposes that the Incremental
Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective,
which shall be a date (i) not less than 10 Business Days after the date on which such notice is delivered to
the Administrative Agent and (ii) at least 90 days prior to the Revolving Commitment Termination Date
and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental
Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower
Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term
Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that the
Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or
Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a
portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect
or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental
Term Loan Commitment. Such Incremental Revolving Commitments or Incremental Term Loan
Commitments shall become effective as of such Increased Amount Date; provided that: (1) no Default or
Event of Default shall exist on such Increased Amount Date before or after giving effect to such
Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) the
Administrative Agent shall have received certified copies of resolutions of the Board of Directors of the
applicable Borrower authorizing such Incremental Revolving Commitments and/or Incremental Term
Loan Commitments, as applicable, and related amendments to the Loan Documents; (3) the Incremental
Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected
pursuant to one or more Joinder Agreements executed and delivered by the applicable Borrower, the
Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the
Administrative Agent, and each of which shall be recorded in the Register and each Incremental

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Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth
in Section 2.20(c); and (4) the representations and warranties contained in Article IV hereto shall be true
and correct in all material respects as of such Increased Amount Date except to the extent such
representations and warranties specifically relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects as of such earlier date (it being
understood that to the extent any such representation and warranty is already qualified by materiality or
material adverse effect, such representation and warranty will be true and correct in all respects); provided
that, to the extent the proceeds of any Incremental Term Loans are being used to finance an investment or
acquisition permitted hereunder, with the consent of the Borrower Representative and the applicable
Incremental Term Loan Lender(s), clause (1) above shall be limited to the absence of the existence of any
Default or Event of Default under Sections 8.01(a) or (e) and clause (4) above shall be limited to
customary “specified representations” and those representations of the seller or the target company (as
applicable) included in the acquisition agreement related to such investment or acquisition that are
material to the interests of the applicable Incremental Term Loan Lenders and only to the extent that the
Borrower Representative or its applicable Subsidiary has the right to terminate its obligations under such
acquisition agreement as a result of a breach of such representations. Any Incremental Term Loans made
on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term Loans
for all purposes of this Agreement.

On any Increased Amount Date on which Incremental Revolving Commitments are effected,
subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving
Commitments of the same Class shall assign to each of the Incremental Revolving Loan Lenders, and
each of the Incremental Revolving Loan Lenders shall purchase from each of such Lenders, at the
principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans
outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all
such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving
Commitments of the same Class and Incremental Revolving Loan Lenders ratably in accordance with
their Revolving Commitments after giving effect to the addition of such Incremental Revolving
Commitments to the Revolving Commitments of the applicable Class, (b) each Incremental Revolving
Commitment shall be deemed for all purposes a Revolving Commitment of the applicable Class and each
Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving
Loan of the applicable Class and (c) each Incremental Revolving Loan Lender shall become a Lender with
respect to the Incremental Revolving Commitment and all matters relating thereto. In addition, each
Revolving Lender agrees that the Administrative Agent may (subject to the consent of the Borrower
Representative) take such additional actions as it deems reasonably necessary to effect the foregoing and
such other adjustments to ensure that the U.S. Revolving Exposure, European Revolving Exposure,
Canadian Revolving Exposure or Hong Kong Revolving Exposure, as applicable, is allocated ratably in
accordance with the applicable Revolving Commitments after giving effect to the addition of such
Incremental Revolving Commitments.

On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series
are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term
Loan Lender of any Series shall make a Loan to, as applicable, the U.S. Borrower or European Borrower
(an “Incremental Term Loan”) in an amount equal to its

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Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of any
Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such
Series and the Incremental Term Loans of such Series made pursuant thereto.

The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower
Representative’s notice of each Increased Amount Date and in respect thereof (x) the Incremental
Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term
Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (y) in the
case of each notice to any applicable Lender with Revolving Commitments, the respective interests in
such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section
2.24.

The terms and provisions of the Incremental Term Loans and Incremental Term Loan
Commitments of any Series shall be, except as otherwise set forth herein, identical to the Tranche A
Dollar Term Loans or Tranche A Euro Term Loans, as applicable. The terms and provisions of the
Incremental Revolving Loans shall be identical to the Revolving Loans of the same Class. In the case of
any Incremental Term Loans, (i) the Weighted Average Life to Maturity of all Incremental Term Loans of
any Series shall be no shorter than the remaining Weighted Average Life to Maturity of the applicable
Tranche A Term Loans, (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be
no earlier than the final maturity of the applicable Tranche A Term Loans, and (iii) the pricing, yield,
maturity and amortization (subject to the preceding clauses (i) and (ii)) applicable to the Incremental Term
Loans of each Series shall be determined by the Borrower Representative and the applicable Incremental
Term Loan Lenders and shall be set forth in each applicable Joinder Agreement. Any Incremental
Revolving Loans will be documented solely as an increase to the Revolving Commitments of the same
Class without any change in terms, other than any change that is more favorable to the Revolving Lenders
and applies equally to all Revolving Loans and Revolving Commitments of the same Class. Each Joinder
Agreement may, without the consent of any Lender other than the applicable Incremental Revolving Loan
Lender or Incremental Term Loan Lender, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the
provisions of this Section 2.24.

Section 2.25 Appointment of Borrower Representative. Each Borrower hereby appoints the
Borrower Representative as its agent, attorney-in-fact and representative for the purpose of (i) making any
borrowing requests or other requests required under this Agreement, (ii) the giving and receipt of notices
by and to Borrowers under this Agreement, (iii) the delivery of all documents, reports, financial
statements and written materials required to be delivered by Borrowers under this Agreement, and (iv) all
other purposes incidental to any of the foregoing. Each Borrower agrees that any action taken by the
Borrower Representative as the agent, attorney-in-fact and representative of the Borrowers shall be
binding upon each Borrower to the same extent as if directly taken by such Borrower.

Section 2.26 Extension of Maturity Date.

(a) The Borrowers may, not later than 30 days, and not earlier than 60 days, prior to each
applicable anniversary of the Closing Date during the term of this Agreement (as may be

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extended from time to time pursuant to this Section 2.26) (the “Current Anniversary Date”), and not more
than once in any calendar year with respect to each Revolving Commitment Termination Date and not
more than twice total with respect to each Revolving Commitment Termination Date, from time to time
request that the applicable Revolving Commitment Termination Date in respect of the U.S. Revolving
Commitments and the U.S. Revolving Loans, Canadian Revolving Commitments and Canadian
Revolving Loans, European Revolving Commitments and European Revolving Loans and/or Hong Kong
Revolving Commitments and Hong Kong Revolving Loans for all Eligible Lenders (as defined below)
under such credit facility be extended for a period of one year from the then-applicable Revolving
Commitment Termination Date by delivering to the Administrative Agent a copy of an extension request
signed by the applicable Borrower (an “Extension Request”) in substantially the form of Exhibit H hereto;
provided that as of the date of any such extension of the applicable Revolving Commitment Termination
Date, (i) the representations and warranties of the Loan Parties contained in Article IV are true and correct
in all material respects (except those representations and warranties qualified by materiality or Material
Adverse Effect, which shall be true and correct in all respects) on and as of such date, as though made on
and as of such date, except to the extent that any such representation or warranty specifically relates only
to an earlier date, in which case it was true and correct in all material respects (except those
representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and
correct in all respects) as of such earlier date, and (ii) no Default or Event of Default has occurred and is
continuing. The Administrative Agent shall promptly notify each applicable Revolving Lender of its
receipt of such Extension Request.

(b) On or prior to the fifteenth day (the “Determination Date”) prior to the Current Anniversary
Date, each Eligible Lender shall notify the Administrative Agent and the applicable Borrower of its
willingness or unwillingness to consent to the applicable Extension Request. Any Eligible Lender that
shall fail to so notify the Administrative Agent and the applicable Borrower, on or prior to the
Determination Date, shall be deemed to have declined to so extend.

(c) In the event that, on or prior to the Determination Date, Eligible Lenders holding more than
50.0% of the aggregate principal amount of the Revolving Commitments of all Eligible Lenders then in
effect in respect of the applicable Revolving Commitment Termination Date shall consent to such
extension (each such Lender, a “Consenting Lender”; each such event, an “Extension Approval”; and each
such agreement, an “Extension Agreement”), the Administrative Agent shall so advise the applicable
Revolving Lenders and the applicable Borrower and the applicable Revolving Commitment Termination
Date shall be extended to the date indicated in the Extension Request with respect to such Consenting
Lenders. Thereafter, (i) for each Consenting Lender, the term “Revolving Commitment Termination Date”
with respect to the applicable Revolving Loans and Revolving Commitments as used herein and in any
promissory note executed and delivered by the applicable Borrower pursuant to Section 2.07 hereof, shall
at all times refer to such date indicated in the applicable Extension Request, unless it is later extended
pursuant to this Section 2.26, and (ii) for each Lender that is not a Consenting Lender with respect to such
Extension Request (each such Lender, a “Non-Extending Lender”), the term “Revolving Commitment
Termination Date” with respect to the applicable Revolving Loans and Revolving Commitments held by it
shall at all times refer to the date which was the Revolving Commitment Termination Date with respect
thereto prior to the delivery to the Administrative Agent of such Extension Request; provided that any
Non-Extending Lender (including any direct or indirect

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assignee of any Non-Extending Lender) may, with the written consent of the applicable Borrower, elect at
any time prior to the Revolving Commitment Termination Date then applicable to its applicable
Revolving Loans and Revolving Commitments to consent to the applicable Borrower’s prior Extension
Requests by delivering a written notice to such effect to the applicable Borrower and the Administrative
Agent, and upon the receipt by the applicable Borrower and the Administrative Agent of such notice, the
Revolving Commitment Termination Date with respect to the applicable Revolving Loans and Revolving
Commitments of such Non-Extending Lender shall be extended to the date indicated in the applicable
Extension Requests and such Non-Extending Lender shall be deemed to be a Consenting Lender in
respect of such prior Extension Requests for all purposes hereunder.

(d) In the event that, as of any Determination Date, the Consenting Lenders hold 50.0% or less of
the aggregate principal amount of the applicable Revolving Loans and Revolving Commitments of all
Eligible Lenders, the Administrative Agent shall so advise the applicable Lenders and the Borrower
Representative, and the applicable Revolving Commitment Termination Date with respect to the
applicable Revolving Loans and Revolving Commitments held by each Lender shall continue to be the
date which was the applicable Revolving Commitment Termination Date immediately prior to the
delivery to the Administrative Agent of such Extension Request. For purposes of this Section 2.26, the
term “Eligible Lenders” means, with respect to any Extension Request related to the U.S. Revolving
Commitments and U.S. Revolving Loans, Revolving Loans, Canadian Revolving Commitments and
Canadian Revolving Loans, Revolving Loans, European Revolving Commitments and European
Revolving Loans or Hong Kong Revolving Commitments and Hong Kong Revolving Loans, as
applicable, (i) all applicable Revolving Lenders if the applicable Revolving Commitment Termination
Date of no applicable Revolving Lender’s applicable Revolving Loans or Revolving Commitments had
been extended pursuant to this Section 2.26 prior to the delivery to the Administrative Agent of such
Extension Request, and (ii) in all other cases, those applicable Revolving Lenders which extended the
applicable Revolving Commitment Termination Date of their applicable Revolving Loans and Revolving
Commitments in the most recent extension of any applicable Revolving Commitment Termination Date
effected pursuant to this Section 2.26.

(e) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each
Extension Agreement pursuant to this Section 2.26.

Section 2.27 Existing ABN Letters of Credit. The Ancillary Lender, the Borrower
Representative and the European Borrower hereby agree that the Ancillary Facility shall continue to be
effective (notwithstanding the repayment or refinancing of the Existing Credit Agreement on the date
hereof) from and after the date hereof on the same terms and conditions governing such arrangement prior
to the date hereof, provided that the Ancillary Lender hereby agrees to, and authorizes, the termination
and release of all Liens with respect the Collateral (as defined in the Existing Credit Agreement) securing
the Ancillary Facility and all guarantees under Article VII of the Existing Credit Agreement (it being
understood that obligations under the Ancillary Facility will be secured and guaranteed in accordance with
terms of this Agreement). The Ancillary Lender, the Borrower Representative and the European Borrower
hereby agree that the Ancillary Facility shall continue to be effective as between the Ancillary Lender and
the European Borrower until such arrangement is terminated by them in accordance with its terms.

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 ARTICLE III.
CONDITIONS PRECEDENT

Section 3.01 Closing Date. The obligation of each Lender to make a Credit Extension under the
Credit Agreement on the Closing Date is subject only to the satisfaction (or waiver) of the following
conditions precedent.

(a) Loan Documents. The Administrative Agent shall have received the Credit Agreement
executed and delivered by each applicable Loan Party and each Lender.

(b) Organizational Documents; Incumbency. The Administrative Agent shall have received in
relation to each Loan Party (1) copies of each Organizational Document and, to the extent applicable,
certified as of a recent date by the appropriate governmental official; (2) corporate or entity certificates
incorporating, without limitation, signature and, to the extent applicable, incumbency certificates of the
officers, managers, members and/or directors of such Person executing the Loan Documents to which it is
a party; (3) to the extent applicable, resolutions of the Board of Directors (which, in the case of the
European Borrower, shall be its board of managing directors, and, in the case of the Hong Kong Borrower,
shall be its board resolutions) approving and authorizing the execution, delivery and performance of this
Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound
as of the Closing Date, certified (to the extent required under applicable law or customary in accordance
with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any
other competent officer or appropriate person as being in full force and effect without modification or
amendment; (4) to the extent required under applicable law, the relevant entity’s Organizational
Documents or internal regulations or, customary in accordance with local law or practice, a copy of
resolutions from the general meeting of shareholders or its partners approving and authorizing the
execution, delivery and performance of this Agreement and the other Loan Documents to which it is a
party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by
its secretary or an assistant secretary as being in full force and effect without modification or amendment;
(5) to the extent required under applicable law or customary in accordance with local law or practice, a
good standing certificate from the applicable Governmental Authority of its jurisdiction of incorporation,
organization or formation, dated a recent date prior to the Closing Date; and (6) in the case of the Hong
Kong Borrower, its business registration certificate.

(c) [Reserved].

(d) Existing Indebtedness. The Administrative Agent shall have received customary payoff letters
and security releases confirming the repayment in full of the Indebtedness outstanding under the Existing
Credit Agreement (other than the Ancillary Facility) and the termination or release of all Liens with
respect thereto.

(e) [Reserved].

(f) Financial Statements. The Administrative Agent shall have received from the U.S. Borrower
the Historical Financial Statements, it being acknowledged and agreed that the U.S.

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Borrower’s filing on Form 10-K for Fiscal Year ended February 3, 2019 satisfies the requirements under
this Section 3.01(f).

(g) Opinions of Counsel to Loan Parties. The Agents and the Lenders and their respective counsel
shall have received executed copies of the favorable written opinions of Wachtell, Lipton, Rosen & Katz,
as New York counsel to the Loan Parties, Potter Anderson & Corroon LLP, as Delaware counsel to the
Loan Parties, Ballard Spahr, as California counsel to the Loan Parties, Price Benowitz LLP, as Virginia
counsel to the Loan Parties, De Brauw Blackstone Westbroek N.V., as Dutch counsel to the Loan Parties,
Hogan Lovells, as Hong Kong counsel to the Loan Parties, Latham & Watkins LLP, as Hong Kong
counsel to the Administrative Agent, Mark D. Fischer, as general counsel of the Borrower and Subsidiary
Guarantors, Yu Lian de Bakker, as internal counsel to the European Borrower and Carmen Lee, as
associate general counsel of the Hong Kong Borrower, in each case as to such matters as are customary
for financings of this type, dated as of the Closing Date and otherwise in form and substance reasonably
satisfactory to the Administrative Agent (and each Loan Party hereby instructs such counsel to deliver
such opinions to the Agents and the Lenders).

(h) Fees. The U.S. Borrower shall have paid, or substantially concurrently with the initial funding
hereunder will pay, all fees and reasonable expenses (including, without limitation, legal fees and
expenses) of the Arrangers, the Administrative Agent and the Lenders as and to the extent (1) required
pursuant to the terms of any applicable commitment or fee letters and (2) invoiced to the U.S. Borrower at
least two Business Days prior to the Closing Date.

(i) [Reserved].

(j) Solvency Certificate. The Administrative Agent shall have received a Solvency Certificate from
the U.S. Borrower substantially in the form of Exhibit E-2.

(k) [Reserved].

(l) Closing Date Certificate. The Borrower Representative shall have delivered to the
Administrative Agent an executed Closing Date Certificate, together with all attachments thereto, and
which shall include certifications to the effect that each of the conditions precedent described in this
Section 3.01 and in Sections 3.02(a)(iii) and (iv) shall have been satisfied on the Closing Date (except that
no opinion need be expressed as to Administrative Agent’s or Required Lenders’ satisfaction with any
document, instrument or other matter); and

(m) Bank Regulatory Information. To the extent requested in writing to the U.S. Borrower at least
10 Business Days prior to the Closing Date, the Lenders shall have received at least five days prior to the
Closing Date all documentation and other information required by bank regulatory authorities under
applicable “know-your-customer” and anti-money laundering rules and regulations, including the
PATRIOT Act. At least three Business Days prior to the Closing Date (to the extent reasonably requested
in writing at least ten 10 Business Days prior to the Closing Date), any Borrower that qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership
Certification in relation to such Borrower.

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 Section 3.02 Conditions to Each Credit Extension.

(a) Conditions Precedent. The obligation of each Lender to make any Loan, or each Issuing Bank
to issue any Letter of Credit, on any Credit Date (including with respect to the obligation of each Lender
to make a Credit Extension on the Closing Date but except with respect to the incurrence of Incremental
Term Loan Commitments and Incremental Term Loans, as provided in the applicable Joinder Agreement)
are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions
precedent:

(i) the Administrative Agent shall have received a fully executed and delivered Borrowing
Notice or Issuance Notice, as the case may be;

(ii) with respect to the making of any Revolving Loan, after making the Credit Extensions
requested on such Credit Date, (w) the Total Utilization of U.S. Revolving Commitments shall
not exceed the U.S. Revolving Commitments then in effect, (x) the Total Utilization of European
Revolving Commitments shall not exceed the European Revolving Commitments then in effect
and (y) the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian
Revolving Commitments then in effect and (z) the Total Utilization of Hong Kong Revolving
Commitments shall not exceed the Hong Kong Revolving Commitments then in effect, in each
case, as applicable;

(iii) as of such Credit Date, the representations and warranties contained herein (other
than, in the case of any Credit Extension after the Closing Date, the representations and
warranties contained in Sections 4.09 and 4.10) and in the other Loan Documents shall be true
and correct in all material respects on and as of that Credit Date to the same extent as though
made on and as of that date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case such representations and warranties shall have been true
and correct in all material respects on and as of such earlier date; provided, that to the extent any
such representation or warranty is already qualified by materiality or Material Adverse Effect,
such representation or warranty shall be true and correct in all respects; and

(iv) as of such Credit Date, no event shall have occurred and be continuing or would result
from the consummation of the applicable Credit Extension that would constitute a Default or an
Event of Default.

(b) Notices. Any Notice shall be executed by an Authorized Officer of the Borrower
Representative or the applicable Borrower in a writing delivered to the Administrative Agent.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders and the Issuing Bank to enter into this Agreement and to make each
Credit Extension to be made thereby, each Borrower and each other Loan Party (in the case of each Loan
Party, solely with respect to itself) represents and warrants to each Lender and the Issuing Bank, on the
Closing Date and on each Credit Date (other than with respect to the

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representations and warranties contained in Sections 4.09 and 4.10, each Credit Date after the Closing
Date) that the following statements are true and correct:

Section 4.01 Organization; Requisite Power and Authority; Qualification. Each of the Loan
Parties (a) is duly organized, duly incorporated or formed, (b) is validly existing and, if applicable, in
good standing under the laws of its jurisdiction of organization, (c) has all requisite power and authority
(i) to enter into the Loan Documents to which it is a party and (ii) except where failure to have such power
and authority would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, to own and operate its properties and assets and to carry on its business as now conducted,
and (d) is qualified to do business and, if applicable, in good standing in every jurisdiction where any
material portion of its assets are located and wherever necessary to carry out its material business and
operations, except where the failure to be so qualified would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

Section 4.02 [Reserved].

Section 4.03 Due Authorization. The execution, delivery and performance by each Loan Party of
the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of
each such Loan Party.

Section 4.04 No Conflicts. The execution, delivery and performance by each Loan Party of the
Loan Documents to which it is a party and the consummation of the transactions contemplated by the
Loan Documents do not and will not (a) violate (i) any provision of any law or any governmental rule or
regulation applicable to any such Loan Party or (ii) any of the Organizational Documents of any such
Loan Party, except in the case of clause (a)(i) to the extent any such violation would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect; (b) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default under any Contractual
Obligation of such Loan Party except to the extent such conflict, breach or default would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (c) result in or require
the creation or imposition of any Lien upon any of the properties or assets of such Loan Party (other than
any Liens permitted by Section 6.02).

Section 4.05 Governmental Consents. The execution, delivery and performance by each Loan
Party of the Loan Documents to which it is a party and the incurrence by the Loan Parties of their
Obligations thereunder and the issuance of Letters of Credit do not and will not require any registration
with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority
except for (i) those that have been obtained or made and are in full force and effect, (ii) those the failure of
which to obtain or make, would not individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect and (iii) those that may be required in connection with Section 5.13.

Section 4.06 Binding Obligation. Each Loan Document has been duly executed and delivered by
each Loan Party that is a party thereto and, assuming due execution by each of the other parties to such
Loan Document, is the legally valid and binding obligation of such Loan

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Party, enforceable against such Loan Party in accordance with its respective terms, except as may be
limited by (i) public policy or bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
similar laws relating to or limiting creditors’ rights generally, (ii) equitable principles relating to
enforceability (whether considered at a proceeding in law or in equity) or (iii) any general rules of law
referred to in any legal opinion provided to any Agent or any Lender (or its respective counsel) with
respect to such Loan Document pursuant to this Agreement or any other Loan Document.

Section 4.07 Historical Financial Statements. The Historical Financial Statements of the U.S.
Borrower were prepared in conformity with GAAP and fairly present, in all material respects, the
consolidated financial position, of the U.S. Borrower and its consolidated Subsidiaries, as of the dates
thereof and their consolidated results of operations and cash flows, for the periods then ended.

Section 4.08 [Reserved].

Section 4.09 No Material Adverse Change. Since February 3, 2019, no event, circumstance or
change has occurred that has caused, either individually or in the aggregate, a Material Adverse Effect.

Section 4.10 Adverse Proceedings, Etc. There are no Adverse Proceedings pending or, to the
knowledge of any Authorized Officer of any Borrower, threatened in writing, that would reasonably be
expected to have a Material Adverse Effect.

Section 4.11 Payment of Taxes. All material Tax returns and reports of the Group required to be
filed by any of them have been accurately and timely filed, and any Taxes required to have been paid by
the Group have been paid, except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which reserves or other appropriate provisions, if any, have been made in accordance
with GAAP or (b) to the extent that the failure to do so would not reasonably be expected to result in a
Material Adverse Effect.

Section 4.12 Properties.

(a) Title. Each Group Member has good title to, or valid leasehold interests in, all its real and
personal property material to the operation of its business except for minor defects in title that do not
materially interfere with its ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes or as would not reasonably be expected to have a Material Adverse
Effect.

(b) Each of Group Member owns, or is licensed to use, all Material Intellectual Property and the
use thereof by the Group Members does not infringe upon the rights of any other person except as would
not reasonably be expected to have a Material Adverse Effect.

Section 4.13 Environmental Matters. Except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect: (a) each Group Member is in compliance with
all applicable Environmental Laws; (b) each Group Member has obtained and maintained in full force and
effect all Governmental Authorizations required pursuant to

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Environmental Laws for the operation of their respective business; (c) there are no conditions,
occurrences, violations of Environmental Law, or presence or Releases of Hazardous Materials which
would reasonably be expected to form the basis of an Environmental Claim against any Group Member or
related to any Real Estate Assets; and (d) there are no pending Environmental Claims against any Group
Member, and no Group Member has received any written notification of any alleged violation of, or
liability pursuant to, Environmental Law or responsibility for the Release or threatened Release of, or
exposure to, any Hazardous Materials.

Section 4.14 No Defaults. No Default or Event of Default has occurred and is continuing or would
reasonably be expected to occur as a result of any Credit Extension or performance of any transaction
under the Loan Documents.

Section 4.15 Governmental Regulation. No Group Member is subject to regulation under the
Investment Company Act of 1940. No Group Member is a “registered investment company” as defined in
the Investment Company Act of 1940.

Section 4.16 Margin Stock. No part of the proceeds of the Loans will be used to purchase or carry
any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock
or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of the
Board of Governors.

Section 4.17 Employee Benefit Plans. Except as would not reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect, (i) each Employee Benefit Plan is in
compliance with such Employee Benefit Plan’s terms and the applicable provisions of ERISA and the
Internal Revenue Code and the regulations and published interpretations thereunder, (ii) each Foreign Plan
is in compliance with applicable laws and regulations thereunder, and (iii) no ERISA Event has occurred
or is reasonably expected to occur.

Section 4.18 Solvency. On the Closing Date, the U.S. Borrower and each of its Subsidiaries are,
on a consolidated basis, Solvent.

Section 4.19 Compliance with Statutes, Etc. Each Group Member is in compliance with all
applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental
Authorities, in respect of the conduct of its business and the ownership of its assets and property (but
excluding any Environmental Laws, which are subject to Section 4.13), except such non-compliance that,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
As of the Closing Date, to the knowledge of each Borrower, the information included in the Beneficial
Ownership Certification is true and correct in all material respects.

Section 4.20 Disclosure. No representation or warranty of any Loan Party contained in any Loan
Document and made on or after the Closing Date or in any other documents, certificates or written
statements furnished to any Agent or Lender by any Group Member (or by its agents on its behalf) for use
in connection with the Transactions contains, when considered together with the information in the U.S.
Borrower’s Annual Report on Form 10-K for Fiscal Year ended February 3, 2019, at the time furnished
any untrue statement of a material fact or omits to state a material fact (known to it, or to the U.S.
Borrower in the case of any document not furnished by it)

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necessary in order to make the statements contained herein or therein (when furnished and taken as a
whole) not materially misleading in light of the circumstances in which the same were made. Any
projections and pro forma financial information contained in such materials are based upon good faith
estimates and assumptions believed by the U.S. Borrower to be reasonable at the time made, it being
recognized by Lenders that such projections as to future events are not to be viewed as facts and that
actual results during the period or periods covered by any such projections may differ from the projected
results and such differences may be material.

Section 4.21 Centre of Main Interests and Establishments. Each Loan Party whose jurisdiction
of incorporation is in a member state of the European Union has its “centre of main interest” (as that term
is used in Article 3(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of
May 20, 2015 on insolvency proceedings (recast) (the “Regulation”)) in its jurisdiction of incorporation
and has no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other
jurisdiction.

Section 4.22 FCPA and Sanctions. To the knowledge of the U.S. Borrower, neither the U.S.
Borrower nor any of its Subsidiaries nor any of their respective directors or senior officers is a Sanctioned
Person. No part of the proceeds of the Loans shall be used directly or, to the knowledge of the U.S.
Borrower, indirectly, in a manner that would violate the Foreign Corrupt Practices Act of 1977 or
applicable Sanctions. To the extent applicable, each Loan Party is in compliance, in all material respects,
with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of
the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other
enabling legislation or executive order relating thereto and (b) the PATRIOT Act.

ARTICLE V.
AFFIRMATIVE COVENANTS

Each Loan Party covenants and agrees that, so long as any Commitment is in effect and until
Payment in Full of the Obligations under the Loan Documents, such Loan Party shall:
Section 5.01 Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply,
except where the failure to so comply would not reasonably be expected to have a Material Adverse
Effect, with all applicable laws, rules, regulations and orders, including, without limitation, ERISA,
Environmental Laws and the PATRIOT Act.
Section 5.02 Payment of Taxes, Etc.. Pay and discharge, and cause each of its Subsidiaries to pay
and discharge, before the same shall become delinquent, all Taxes imposed upon it or upon its property;
provided, however, that neither the U.S. Borrower nor any of its Subsidiaries shall be required to pay or
discharge any such Tax (i) that is being contested in good faith and by proper proceedings and as to which
appropriate reserves are being maintained in accordance with GAAP or (ii) if the failure to pay or
discharge such Tax would not be reasonably expected to have a Material Adverse Effect.
Section 5.03 Maintenance of Insurance. In the case of the Borrower Representative, maintain
insurance with responsible and reputable insurance companies or associations in such amounts and
covering such risks as is (i) commercially reasonable in the good faith judgment of

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the management of the Borrower Representative and (ii) either consistent with past practices or in such
amounts and covering such risks as is usually carried by companies engaged in similar businesses or
owning similar properties in the same general areas in which such Loan Party operates; provided,
however, that the Loan Parties may self-insure to the extent deemed commercially reasonable in the good
faith judgment of the management of the Borrower Representative.
Section 5.04 Preservation of Existence, Etc.. Preserve and maintain and cause each of its
Subsidiaries to preserve and maintain its corporate or other organizational existence, rights (charter and
statutory) and franchises; provided, however, that the Loan Parties and their Subsidiaries may
consummate any merger or consolidation not prohibited under Section 6.02; and provided, further, that no
Loan Party nor its Subsidiaries shall be required to preserve its existence or any of its rights or franchises
if the management of the U.S. Borrower shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Loan Parties and their Subsidiaries, taken as a whole, or if
the failure to preserve such existence, right or franchise would not reasonably be expected to have a
Material Adverse Effect.
Section 5.05 Visitation Rights. At any reasonable time and from time to time, permit the
Administrative Agent or any of the Lenders or any agents or representatives thereof, to examine and make
copies of and abstracts from the records and books of account of, and visit the properties of, the Loan
Parties and any of their Subsidiaries, and to discuss the affairs, finances and accounts of the U.S.
Borrower and any of its Subsidiaries with any of their officers or directors and with their independent
certified public accountants.
Section 5.06 Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of
record and account in conformity with GAAP.
Section 5.07 Maintenance of Properties, Etc. Maintain and preserve, and cause each of its
Subsidiaries to maintain and preserve, all of its properties (including Intellectual Property) that are used or
useful in the conduct of its business in good working order and condition, ordinary wear and tear
excepted, in each case except where the failure to so maintain and preserve would not reasonably be
expected to have a Material Adverse Effect.
Section 5.08 Reporting Requirements. Furnish to the Administrative Agent for prompt
distribution to the Lenders:
(a) as soon as available and in any event within 45 days after the end of each of the first three
Fiscal Quarters of each Fiscal Year (giving effect to any extensions permitted by the SEC), the
consolidated balance sheet of the Group as of the end of such Fiscal Quarter and consolidated statements
of income and cash flows of the Group for such Fiscal Quarter and for the period from the beginning of
the then current Fiscal Year to the end of such Fiscal Quarter, duly certified (subject to year-end audit
adjustments) by the Financial Officer as having been prepared in accordance with GAAP and a
Compliance Certificate by the Financial Officer as to compliance with the terms of this Agreement and
setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 6.04;
provided that in the event of any change in GAAP used in the preparation of such financial statements, the
Borrower Representative shall also provide, if necessary for the determination of compliance with Section
6.04, a statement of reconciliation conforming such financial statements to GAAP;

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 (b) as soon as available and in any event within 90 days after the end of each Fiscal Year (giving
effect to any extensions permitted by the SEC), a copy of the annual audit report for such year for the
Group, containing the consolidated balance sheet of the Group as of the end of such Fiscal Year and
consolidated statements of income and cash flows of the Group for such Fiscal Year, in each case
accompanied by an audit opinion by Ernst & Young LLP or other independent public accountants of
national standing or otherwise acceptable to the Required Lenders, which report shall be unqualified as to
the scope of audit and shall state that such financial statements present fairly in all material respects the
financial condition as at the end of such Fiscal Year, and a Compliance Certificate by the Financial Officer
as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations
necessary to demonstrate compliance with Section 6.04; provided that in the event of any change in
GAAP used in the preparation of such financial statements, the Borrower Representative shall also
provide, if necessary for the determination of compliance with Section 6.04, a statement of reconciliation
conforming such financial statements to GAAP;

(c) as soon as possible and in any event within five days after an officer of the U.S. Borrower
obtains knowledge of the occurrence of any Default continuing on the date of such statement, a statement
of an officer of the U.S. Borrower setting forth details of such Default and the action that the U.S.
Borrower has taken and proposes to take with respect thereto;
(d) promptly after the sending or filing thereof, copies of all reports that the U.S. Borrower sends
to any of its security holders, and copies of all reports and registration statements that the U.S. Borrower
or any Subsidiary files with the SEC or any national securities exchange;
(e) promptly after the commencement thereof, notice of all actions and proceedings before any
court, governmental agency or arbitrator affecting the U.S. Borrower or any of its Subsidiaries of the type
described in Section 4.10; and
(f) prompt notice of any change in the Public Debt Rating and such other information respecting
the U.S. Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from
time to time reasonably request.
Any information or document that is required to be delivered to the Administrative Agent pursuant to this
Section 5.08(f) shall be deemed delivered to the Administrative Agent and the Lenders upon the filing of
such information with the SEC at the time such information or document becomes available on EDGAR;
provided that the U.S. Borrower gives timely notice to the Administrative Agent of the filing thereof.
Section 5.09 Transactions with Affiliates. Conduct, and cause each of its Subsidiaries to conduct,
all transactions otherwise permitted under this Agreement with any of their Affiliates on terms that, in the
good faith judgment of the management of the Borrower Representative, are fair and reasonable and no
less favorable to such Loan Party than it would obtain in a comparable arm’s length transaction with a
Person not an Affiliate; provided that the foregoing restriction shall not apply to (a) transactions between
or among the U.S. Borrower and any of its Subsidiaries or between and among any Subsidiaries, (b) the
payment of reasonable fees and out-of-pocket costs to directors, and compensation and employee benefit
arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the
U.S. Borrower or any of its

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Subsidiaries or (c) any issuances of securities or other payments, awards or grants in cash, securities or
otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership
plans approved by the U.S. Borrower’s Board of Directors.
Section 5.10 Subsidiaries.(a) In the case of the U.S. Borrower, until If, after the Springing Lien
Trigger Event shall have occurred (and before the Guarantee Release Date), in the event that any Person
becomes a U.S. Subsidiary and Wholly-Owned Subsidiary of the U.S. Borrower after the Closing Date
Representative (and is not excluded from the definition of “Subsidiary Guarantor” pursuant to clauses (a)-
(e) thereof), (x) promptlythen promptly, but in any event within 30 days (or such other time period as the
Administrative Agent may agree in its sole discretion, but in any event no earlier than the date on which
the Pledge and Security Agreement has been executed by the Borrower Representative in accordance with
Section 5.13) after such Person becomes a U.S. Subsidiary and Wholly-Owned Subsidiary of the
Borrower Representative, (a) cause such Person to become (i) a Subsidiary Guarantor hereunder by
executing and delivering to the Administrative Agent a Counterpart Agreement, and (y) promptly take all
such actions and pursuant to which such Person shall become a “Guarantor” for all purposes under this
Agreement and each other Loan Document and shall be bound by all of the obligations and shall have all
of the rights of a “Guarantor” under this Agreement and each other Loan Document including, without
limitation, providing the guarantee of the Guaranteed Obligations as set forth in Article VII and (ii) a
grantor under the Pledge and Security Agreement and to execute all other documents reasonably requested
by the Collateral Agent (and consistent with the terms of the Pledge and Security Agreement) in order to
grant and to perfect a first priority Lien (subject only to Liens permitted pursuant to Section 6.01) in favor
of the Collateral Agent, for the benefit of Guaranteed Parties, in the Collateral; provided that no actions in
any non- U.S. jurisdiction shall be required in order to create any Lien in assets located or titled outside
the United States or to perfect any Lien in such assets, including any intellectual property registered in
non-U.S. jurisdictions (it being understood that there shall be no security agreements or pledge
agreements governed under the laws of any non-U.S. jurisdiction) and (b) as requested by the
Administrative Agent, execute and deliver, or cause to be executed and delivered, all documents,
(including without limitation, customary opinions of counsel) as are similar to those delivered with
respect to any Subsidiary Guarantor on the Closing DatePerson that has become a Guarantor in
accordance with Section 5.13. Notwithstanding anything herein to the contrary, if the Springing Lien
Trigger Event shall not have occurred prior to the end of the Covenant Relief Period, this Section 5.10
shall automatically fall away and shall be of no further force and effect (including, for the avoidance of
doubt, upon a subsequent decline in the Public Debt Rating such that the conditions set forth in the
definition of “Guarantee Release Date” hereunder are no longer satisfied).
Section 5.11 AML Laws; FCPA and Sanctions. (i) Use the proceeds of the Loans only for the
purposes set forth in Section 2.06; and (ii) not request any Borrowing or Letter of Credit, and not lend,
contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other
Person which uses such proceeds for the purpose of funding activities or business directly, or to the
knowledge of the Borrower or such Subsidiary, indirectly (A) in violation of AML Laws, (B) in
furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or
anything else of value, to any Person in violation of the Foreign Corrupt Practices Act of 1977 or (C) for
the purpose of funding, financing or facilitating any activities, business or transaction of or with any
Sanctioned Person, or in any Sanctioned Country

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to the extent such activities, businesses or transaction would be prohibited for a Person required to comply
with Sanctions.

Section 5.12 Further Assurances. At any time or from time to time upon the request of the
Administrative Agent, at the expense of the Loan Parties, promptly execute, acknowledge and deliver
such further documents and do such other acts and things as the Administrative Agent may reasonably
request in order to effect fully the purposes of the Loan Documents.
Section 5.13 Springing Guaranty and Lien.
(a) As soon as is practicable, but in any event within 180120 days (subject to extension by the
Administrative Agent in its sole discretion) after the date of the occurrence of the Springing Lien Trigger
Event, (i) the U.S. Borrower and the Subsidiaryshall cause each U.S. Subsidiary that is a Wholly-Owned
Subsidiary of the U.S. Borrower and that is not excluded from the definition of “Subsidiary Guarantor”
pursuant to clauses (a)-(e) thereof, to become a Guarantor hereunder by executing and delivering to the
Administrative Agent a Counterpart Agreement pursuant to which such Person shall become a
“Guarantor” for all purposes under this Agreement and each other Loan Document and shall be bound by
all of the obligations and shall have all of the rights of a “Guarantor” under this Agreement and each other
Loan Document including, without limitation, providing the guarantee of the Guaranteed Obligations as
set forth in Article VII and (ii) the U.S. Borrower and the Guarantors shall become grantors under the
Pledge and Security Agreement and execute all other documents reasonably requested by the Collateral
Agent (and consistent with the terms of the Pledge and Security Agreement) in order to grant and to
perfect a first priority Lien (subject only to Liens permitted pursuant to Section 6.01) in favor of the
Collateral Agent, for the benefit of Guaranteed Parties, in the Collateral; provided that no actions in any
non-U.S. jurisdiction shall be required in order to create any Lien in assets located or titled outside the
United States or to perfect any Lien in such assets, including any intellectual property registered in non-
U.S. jurisdictions (it being understood that there shall be no security agreements or pledge agreements
governed under the laws of any non-U.S. jurisdiction).
(b) At the time of the execution and delivery of the Counterpart Agreement and the Pledge and
Security Agreement, the U.S. Borrower shall cause to be delivered customary opinions of counsel with
respect to the Guarantors and grantors named therein.
(c) On the Guarantee Release Date (and the U.S. Borrower’s written notice to the Administrative
Agent thereof), this Section 5.13 shall thereinafter automatically fall away and shall be of no further force
and effect (including, for the avoidance of doubt, upon a subsequent decline in the Public Debt Rating
such that the conditions set forth in the definition of “Guarantee Release Date” hereunder are no longer
satisfied).
(d) Notwithstanding anything herein to the contrary, if the Springing Lien Trigger Event shall not
have occurred prior to the end of the Covenant Relief Period, this Section 5.13 shall automatically fall
away and shall be of no further force and effect (including, for the avoidance of doubt, upon a subsequent
decline in the Public Debt Rating such that the conditions set forth in the definition of “Guarantee Release
Date” hereunder are no longer satisfied).

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 ARTICLE VI.
Article VI.
NEGATIVE COVENANTS

Each Loan Party covenants and agrees that, so long as any Commitment is in effect and until
Payment in Full of the Obligations under the Loan Documents, such Loan Party shall not, and, in the case
of Section 6.01 and Section 6.03, shall cause each of its Subsidiaries not to:

Section 6.01 Liens. Create, incur or assume any Lien on or with respect to any property or asset of
any kind (including any document or instrument in respect of goods or accounts receivable) of any Loan
Party or any of its Subsidiaries, whether now owned or hereafter acquired or licensed, or any income,
profits or royalties therefrom, except:
(a) Permitted Liens;
(b) Liens securing obligations under Finance Leases;
(c) purchase money Liens upon or in any real property or equipment acquired or held by the U.S.
Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such
property or equipment or to secure Indebtedness incurred solely for the purpose of financing the
acquisition of such property or equipment, or Liens existing on such property or equipment at the time of
its acquisition (other than any such Liens 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 Lien 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 properties not theretofore subject to the
Lien being extended, renewed or replaced;
(d) the Liens existing on the Closing Date and described on Schedule 6.01(d);
(e) Liens on property of a Person existing at the time such Person is merged into or consolidated
with the U.S. Borrower or any Subsidiary of the U.S. Borrower or becomes a Subsidiary of the U.S.
Borrower and Liens on assets existing at the time such assets are acquired by the U.S. Borrower or any
Subsidiary of the U.S. Borrower; provided that such Liens 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 the U.S. Borrower or such Subsidiary or acquired by the U.S. Borrower
or such Subsidiary;
(f) Liens securing any Loans, reimbursements of amounts drawn under Letters of Credit, or any
other Obligations under or in connection with the Loan Documents or any “Obligations” under and as
defined in the RCF Credit Agreement so long as the Obligations hereunder are secured equally and ratably
therewith;
(g) Liens not otherwise permitted by this Section 6.01 securing Indebtedness or other obligations
of the U.S. Borrower and its Subsidiaries; provided that the aggregate principal amount of all such
Indebtedness and other obligations, together with any Indebtedness incurred under Section 6.03(n), does
not exceed an amount equal to 12.5% of Consolidated Net Worth of the U.S.

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Borrower and its Subsidiaries at the time of creation, incurrence or assumption of such Indebtedness or
other obligation; provided further that, during the Covenant Relief Period, such amount may not exceed
$100,000,000 at the time of creation, incurrence or assumption of such Indebtedness or other obligation;
and
(h) the replacement, extension or renewal of any Lien permitted by clause (c) or (d) above upon or
in the same property theretofore subject thereto or the replacement, extension or renewal (without increase
in the amount or change in any direct or contingent obligor) of the Indebtedness or other obligations
secured thereby.

Section 6.02 Mergers, Etc. Allow any Borrower to merge or consolidate with or into any Person,
or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions)
all or substantially all of the assets (whether now owned or hereafter acquired) of the U.S. Borrower and
its Subsidiaries taken as a whole to any Person, except that (a) any Borrower may merge or consolidate
with any other Person so long as such Borrower is the surviving Person and (b) the following shall be
permitted:
(i) In the case of the U.S. Borrower, (A) the Person formed by such consolidation or into
which the U.S. Borrower is merged, or the acquiring Person, is a Person organized and existing
under the laws of the United States of America, any State thereof or the District of Columbia, (B)
such Person expressly assumes, pursuant to an instrument executed and delivered to the
Administrative Agent, and in form and substance reasonably satisfactory to the Administrative
Agent, the U.S. Borrower’s obligations for the due and punctual payment of the Obligations and
the performance of every covenant, in each case, under the Loan Documents on the part of the
U.S. Borrower to be performed, (C) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing and (D) each Lender shall have
received have received, at least three Business Days prior to the consummation of such
transaction, (I) all documentation and other information required by bank regulatory authorities
under applicable “know-your-customer” and anti-money laundering rules and regulations,
including the PATRIOT Act and (II) if the successor U.S. Borrower qualifies as a “legal entity
customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in
relation to such Borrower; and
(ii) In the case of the European Borrower or the Hong Kong Borrower, (A) the Person
formed by such consolidation or into which such Borrower is merged, or the acquiring Person, is
a Person organized and existing under the laws of the Netherlands, Luxembourg, Germany, the
United Kingdom, Ireland or the United States of America, any State thereof or the District of
Columbia or such other jurisdictions as may be agreed by each of the applicable Lenders (such
consent not to be unreasonably withheld, conditioned or delayed) (B) such Person expressly
assumes, pursuant to an instrument executed and delivered to the Administrative Agent, and in
form and substance reasonably satisfactory to the Administrative Agent, such Borrower’s
obligations for the due and punctual payment of the Obligations and the performance of every
covenant, in each case, under the Loan Documents on the part of such Borrower to be performed,
(C) immediately after giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing and (D) each Lender shall have received have received, at least three

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 Business Days prior to the consummation of such transaction, (I) all documentation and other
information required by bank regulatory authorities under applicable “know-your-customer” and
anti-money laundering rules and regulations, including the PATRIOT Act and (II) if the successor
European Borrower or successor Hong Kong Borrower qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to
such Borrower.
Section 6.03 Indebtedness. Allow any Subsidiary (other than a Borrower) to, create, incur,
assume or guaranty, or otherwise become liable with respect to any Indebtedness, except:

(a) Unsecured Indebtedness owing to the U.S. Borrower or any of its Subsidiaries;

(b) Indebtedness listed on Schedule 6.03(b) (the “Existing Subsidiary Debt”), and any
Indebtedness extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in
part, the Existing Subsidiary Debt; provided, that the principal amount of such Existing Subsidiary Debt
shall not be increased above the principal amount thereof outstanding immediately prior to such
extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing
commitments utilized thereunder and in respect of unpaid premiums (if any), unpaid interest (including
post-petition interest) and fees, expenses and charges resulting from any such extension, replacement,
refunding, renewal or refinancing) as a result of or in connection with such extension, replacement,
refunding, renewal or refinancing;

(c) guarantees by any Subsidiary in respect of Indebtedness of any other Subsidiary otherwise
permitted under this Section 6.03;

(d) Indebtedness representing deferred compensation or similar obligations to employees incurred

in the ordinary course of business;

(e) any Indebtedness of (A) a Person that becomes a Subsidiary of the U.S. Borrower to the extent
such Indebtedness exists at the time such Person becomes a Subsidiary of the U.S. Borrower and is not
created in contemplation of or in connection with such Person becoming a Subsidiary of the U.S.
Borrower and (B) a Subsidiary of the U.S. Borrower to the extent such Indebtedness is assumed in
connection with an acquisition made by such Subsidiary and is not created in contemplation of such
acquisition; provided, however, that such Indebtedness shall not be guaranteed by any Subsidiary other
than the acquired Subsidiary and its Subsidiaries unless such Subsidiary is a Guarantor;

(f) any guarantees for the Loans, reimbursement obligations under Letters of Credit or any other
Obligations under or in connection with the Loan Documents;

(g) endorsement of negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business;

(h) Indebtedness under Finance Leases;

(i) unsecured obligations due to vendors under any vendor factoring line;

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 (j) obligations in respect of letters of credit entered into in the ordinary course of business;

(k) obligations under Hedge Agreements entered into for bona fide hedging purposes and not for
speculative purposes;

(l) any liability arising under a declaration of joint and several liability used for the purpose of
section 2:403 Dutch Civil Code (and any residual liability under such declaration arising pursuant to
section 2:404(2) Dutch Civil Code);

(m) any liability arising as a result of two or more Group Members being part of a fiscal unity
(fiscale eenheid) for Dutch Tax purposes;

(n) other Indebtedness of the applicable Subsidiaries that, together with the amount of
Indebtedness and other obligations secured by Liens permitted under Section 6.01(g), does not exceed
12.5% of Consolidated Net Worth of the U.S. Borrower and its Subsidiaries at the time of creation,
incurrence or assumption of such Indebtedness; provided further that, during the Covenant Relief Period,
such amount may not exceed $100,000,000 at the time of creation, incurrence or assumption of such
Indebtedness or other obligation; and

(o) any Indebtedness of a Subsidiary Guarantor until such time as such Subsidiary is no longer a
Guarantor.

provided that if the Guarantee Release Date has occurred and the applicable Guaranties have been
released, all existing and future Indebtedness of each such former Subsidiary Guarantor shall be subject to
the restrictions set forth in this Section 6.03 (unless the Borrower Representative has elected, at its option,
to cause such Subsidiary to be a Subsidiary Guarantor, in which case such restrictions shall not apply to
such Subsidiary from and after such time as it shall be a Subsidiary Guarantor).

Section 6.04 Financial Covenants. In the case of the U.S. Borrower:

(a) Interest Coverage Ratio. Permit the Interest Coverage Ratio as of the last day of the first Fiscal
Quarter succeeding the Closing Date and any Fiscal Quarter thereafter to be less than 5.00:1.00.(including
from and after the date that the Administrative Agent receives a Covenant Relief Period Termination
Notice) to be less than 5.00:1.00; provided that, during the Covenant Relief Period, the U.S. Borrower
shall not be required to comply with the Interest Coverage Ratio.

(b) Net Leverage Ratio. Permit the Net Leverage Ratio as of the last day of the first Fiscal Quarter
succeeding the Closing Date and any Fiscal Quarter thereafter (including from and after the date that the
Administrative Agent receives a Covenant Relief Period Termination Notice) to exceed (i) if such day
occurs during an Acquisition Period, 4.50 to 1.00 or (ii) if such day does not occur during an Acquisition
Period, 4.00:1.00.1.00; provided that:

(i) during the Covenant Relief Period, the U.S. Borrower shall not be required to comply
with the Net Leverage Ratio required in clause (b) above;

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 (ii) after the Covenant Relief Period (except in the circumstance where the Covenant
Relief Period is terminated as a result of the Administrative Agent having received a Covenant
Relief Period Termination Notice), the U.S. Borrower shall not permit the Net Leverage Ratio as
of the last day of any Fiscal Quarter specified in the table below to exceed the ratio set forth
below opposite such period:

Fiscal Quarter ending Maximum Net Leverage Ratio

Second Fiscal Quarter of Fiscal Year 2021 5.25:1.00
Third Fiscal Quarter of Fiscal Year 2021 4.50:1.00
Fourth Fiscal Quarter of Fiscal Year 2021 4.00:1.00
Notwithstanding anything herein to the contrary, at any time after the definitive agreement for any
Qualifying Acquisition has been executed (or, in the case of a Qualifying Acquisition in the form of a
tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation
of such Qualifying Acquisition (or termination of the definitive documentation in respect thereof (or such
earlier date as such Indebtedness ceases to constitute Acquisition Debt)), any Acquisition Debt (and the
proceeds thereof) shall be excluded from the calculation of the Interest Coverage Ratio and Net Leverage
Ratio.

(c) Minimum Liquidity. During the Covenant Relief Period, permit the Dollar Equivalent of the
sum of (i) the sum of (x) Unrestricted Cash and cash equivalents of the U.S. Borrower and its Subsidiaries
free and clear of all Liens other than Permitted Liens, plus (y) cash and cash equivalents of the U.S.
Borrower and its Subsidiaries that are restricted in favor of the Obligations (which may include cash and
cash equivalents securing other Indebtedness secured by a Lien on the Collateral), plus (ii) the sum of the
amount by which (w) the Canadian Revolving Commitments exceed the Total Utilization of Canadian
Revolving Commitments, (x) the European Revolving Commitments exceed the Total Utilization of
European Revolving Commitments, (y) the Hong Kong Revolving Commitments exceed the Total
Utilization of Hong Kong Revolving Commitments and (z) the U.S. Revolving Commitments exceed the
Total Utilization of U.S. Revolving Commitments, plus (iii) the amount by which the Revolving
Commitments (as defined in the RCF Credit Agreement) exceed the outstanding amount of the Total
Utilization of Revolving Commitments (as defined in the RCF Credit Agreement) (the “Liquidity”), at
any time during the Covenant Relief Period to be less than $400,000,000.

Section 6.05 Restricted Payments.

In the case of the U.S. Borrower, during the Covenant Relief Period, declare or pay any cash
dividend or make any cash distribution on or in respect of, or purchase, redeem, retire or otherwise
acquire for value any of, its capital stock (collectively, “Restricted Payments”), except:

(a) the U.S. Borrower may pay any dividend or distribution within 60 days after the date of
declaration thereof, if at the date of declaration such payment would have complied with the provisions of
this Agreement (including the other provisions of this Section 6.05);

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 (b) so long as no Default or Event of Default shall have occurred and be continuing or shall be
caused thereby, the U.S. Borrower may make other Restricted Payments in an aggregate amount pursuant
to this Section 6.05(b) not to exceed $5,000,000;

(c) the U.S. Borrower may make purchases, redemptions, retirements or other acquisitions for
value of any of its capital stock deemed to occur upon exercise of options, warrants, restricted stock units
or similar rights if such capital stock represents all or a portion of the exercise price thereof or is deemed
to occur in connection with the satisfaction of any withholding tax obligation incurred relating to the
vesting or exercise of such options, warrants, restricted stock units or similar rights; and

(d) in connection with any Permitted Convertible Indebtedness, any Permitted Bond Hedge
Transaction or any Permitted Warrant Transaction (it being understood that the U.S. Borrower will not be
permitted under this clause (d) to pay any dividend or make any cash distribution to its shareholders or
purchase, redeem, retire or otherwise acquire for value any of its, capital stock, from the net cash proceeds
thereof).

ARTICLE VII.
GUARANTY

Section 7.01 Guaranty of the Obligations.

(a) Subject to the provisions of Section 7.02, each Guarantor (which, for purposes of this Article
VII, shall include the U.S. Borrower), jointly and severally hereby irrevocably and unconditionally
guaranties to the Administrative Agent for the ratable benefit of the Guaranteed Parties the due and
punctual Payment in Full of all Obligations of the Borrowers (and, in the case of the U.S. Borrower, all
Obligations of any Subsidiary arising under any Hedge Agreement, Cash Management Agreement or
Treasury Transaction) when the same shall become due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due
but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §
362(a) or any comparable provision of any other Debtor Relief Law) (the “Guaranteed Obligations”).

(b) Any time after the Closing Date, the U.S. Borrower may cause any Subsidiary of the U.S.
Borrower to guarantee the Obligations of the Borrowers hereunder by delivering to the Administrative
Agent a Counterpart Agreement pursuant to which such Person shall become a “Subsidiary Guarantor” for
all purposes under this Agreement and each other Loan Document and shall be bound by all of the
obligations and shall have all of the rights of a “Subsidiary Guarantor” under this Agreement and each
other Loan Document including, without limitation, providing the guarantee of the Guaranteed
Obligations as set forth in this Article VII.

Section 7.02 Limitation on Liability; Contribution by Guarantors.

(a) Notwithstanding the foregoing, each Guarantor, and by acceptance of the benefits hereof, the
Administrative Agent and each other Guaranteed Party, hereby confirms that it is the intention of all such
Persons that each Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a
fraudulent conveyance for purposes of the Bankruptcy Code or any

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other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the
extent applicable to each Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To
effectuate the foregoing intention, the Administrative Agent and the Lenders hereby irrevocably agree that
the Guaranteed Obligations of each Guarantor hereunder at any time shall be limited to the maximum
amount as will result in the Guaranteed Obligations of such Guarantor hereunder not constituting a
fraudulent transfer or conveyance.

(b) The U.S. Borrower and each Subsidiary Guarantor (the “Contributing Guarantors”) desire to
allocate among themselves, in a fair and equitable manner, the Guaranteed Obligations arising under this
Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a
“Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceed its Fair Share as of
such date, such Funding Guarantor shall be entitled to a contribution from each of the other applicable
Contributing Guarantors in an amount sufficient to cause each such Contributing Guarantor’s Aggregate
Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing
Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share
Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share
Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount
paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the
Guaranteed Obligations,. “Fair Share Contribution Amount” means, with respect to a Contributing
Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such
Contributing Guarantor under this Guaranty that would not render its obligations hereunder subject to
avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code
or any comparable applicable provisions of any Debtor Relief Law; provided, that solely for purposes of
calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes
of this Section 7.02, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights
to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder
shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments”
means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1)
the aggregate amount of all payments and distributions made on or before such date by such Contributing
Guarantor in respect of this Guaranty (including in respect of this Section 7.02), minus (2) the aggregate
amount of all payments received on or before such date by such Contributing Guarantor from the other
applicable Contributing Guarantors as contributions under this Section 7.02. The amounts payable as
contributions hereunder shall be determined as of the date on which the related payment or distribution is
made by the applicable Funding Guarantor. The allocation among the applicable Contributing Guarantors
of their obligations as set forth in this Section 7.02 shall not be construed in any way to limit the liability
of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution
agreement set forth in this Section 7.02.

Section 7.03 Payment by Guarantors.

(a) Subject to Section 7.02, the U.S. Borrower and the Guarantors hereby jointly and severally
agree, in furtherance of the foregoing and not in limitation of any other right which any

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Guaranteed Party may have at law or in equity against any of them by virtue hereof, that upon the failure
of any Borrower to pay any of the Guaranteed Obligations when and as the same shall become due,
whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including amounts that would become due but for the operation of the automatic stay under Section
362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a), or any comparable provision of any other Debtor
Relief Law), the U.S. Borrower and the Guarantors, as applicable, shall upon demand pay, or cause to be
paid, in cash, to the Administrative Agent for the ratable benefit of the Guaranteed Parties, an amount
equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid,
accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for any
Borrower’s becoming the subject of a case under the Bankruptcy Code or any other Debtor Relief Law,
would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against such
Borrower for such interest in the related bankruptcy case or analogous proceeding under any Debtor
Relief Law) and all other Guaranteed Obligations then owed to the Guaranteed Parties as aforesaid.

(b) [Reserved].

Section 7.04 Liability of Guarantors Absolute. Each Guarantor agrees that, to the maximum
extent permitted by applicable law, its obligations hereunder are irrevocable, absolute, independent and
unconditional and shall not be affected by any circumstance which constitutes a legal or equitable
discharge of a Guarantor or surety other than Payment in Full of the applicable Guaranteed Obligations. In
furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees, to the
maximum extent permitted by applicable law, as follows:

(a) this Guaranty is a guaranty of payment when due and not of collectability;

(b) this Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

(c) the Administrative Agent may enforce this Guaranty upon the occurrence of an Event of
Default notwithstanding the existence of any dispute between any Borrower and any Guaranteed Party
with respect to the existence of such Event of Default;

(d) the obligations of each Guarantor hereunder are independent of the obligations of each
Borrower and the obligations of any other guarantor (including any other Guarantor) of the obligations of
each Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor
whether or not any action is brought against such Borrower or any of such other guarantors and whether
or not such Borrower is joined in any such action or actions;

(e) payment by any Guarantor of a portion, but not all, of the applicable Guaranteed Obligations
shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the applicable
Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if the
Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to
pay a portion of the applicable Guaranteed Obligations, such judgment shall not be deemed to release
such Guarantor from its covenant to pay the portion of the applicable Guaranteed Obligations that is not
the subject of such suit, and such judgment

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shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other
Guarantor’s liability hereunder in respect of the applicable Guaranteed Obligations;

(f) any Guaranteed Party, upon such terms as it deems appropriate, without notice or demand and
without affecting the validity or enforceability hereof or giving rise to any reduction, limitation,
impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i)
renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or
terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or
refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any
agreement relating thereto and/or subordinate the payment of the same to the payment of any other
obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold
security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange,
substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration,
any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed
Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the
Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of
such Guaranteed Party in respect hereof or the Guaranteed Obligations and direct the order or manner of
sale thereof, or exercise any other right or remedy that such Guaranteed Party may have against any such
security, in each case as such Guaranteed Party in its discretion may determine consistent herewith, the
applicable Hedge Agreement, Cash Management Agreements or Treasury Transaction and any applicable
security agreement, including foreclosure on any such security pursuant to one or more judicial or
nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even
though such action operates to impair or extinguish any right of reimbursement or subrogation or other
right or remedy of any Guarantor against any Borrower or any security for the Guaranteed Obligations;
and (vi) exercise any other rights available to it under the Loan Documents or any Hedge Agreements,
Cash Management Agreements or Treasury Transactions; and

(g) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and
shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason
(other than Payment in Full of the applicable Guaranteed Obligations), including the occurrence of any of
the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any
failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or
enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any
claim or demand or any right, power or remedy (whether arising under the Loan Documents, any Hedge
Agreements, any Cash Management Agreements or any Treasury Transactions, at law, in equity or
otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to
any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission,
waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions
(including provisions relating to Events of Default) hereof, any of the other Loan Documents, Hedge
Agreements, any Cash Management Agreements or any Treasury Transactions or any agreement or
instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations,
in each case whether or not in accordance with the terms hereof or such Loan Document, such Hedge
Agreement, such Cash Management Agreements, such Treasury

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Transaction or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations,
or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any
respect (other than with respect to defense of payment or performance in full); (iv) the application of
payments received from any source (other than payments received pursuant to the other Loan Documents,
any Hedge Agreements, any Cash Management Agreements or any Treasury Transactions or from the
proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as
Collateral for Indebtedness other than the Guaranteed Obligations) to the payment of Indebtedness other
than the Guaranteed Obligations, even though any Guaranteed Party might have elected to apply such
payment to any part or all of the Guaranteed Obligations; (v) any Guaranteed Party’s consent to the
change, reorganization or termination of the corporate structure or existence of any Group Member and to
any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue
perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii)
any defenses (other than defense of payment or performance in full), set-offs or counterclaims which any
Borrower may allege or assert against any Guaranteed Party in respect of the Guaranteed Obligations,
including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations,
accord and satisfaction and usury; and (viii) any other act or omission, or delay to do any other act, which
may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the
Guaranteed Obligations.

Section 7.05 Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the
Guaranteed Parties: (a) any right to require any Guaranteed Party, as a condition of payment or
performance by such Guarantor, to (i) proceed against any Borrower, any other guarantor (including any
other Guarantor) of the applicable Guaranteed Obligations or any other Person, (ii) proceed against or
exhaust any security held from any Borrower, any such other guarantor or any other Person, (iii) proceed
against or have resort to any balance of any deposit account or credit on the books of any Guaranteed
Party in favor of any Borrower, any such other guarantor or any other Person, or (iv) pursue any other
remedy in the power of any Guaranteed Party whatsoever; (b) any defense arising by reason of the
incapacity, lack of authority or any disability or other defense of any Borrower or any other guarantor
(including any other Guarantor) including any defense based on or arising out of the lack of validity or the
unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by
reason of the cessation of the liability of any Borrower or any such other guarantor from any cause other
than Payment in Full of the applicable Guaranteed Obligations; (c) any defense based upon any statute or
rule of law which provides that the obligation of a surety must be neither larger in amount nor in other
respects more burdensome than that of the principal; (d) any defense based upon any Guaranteed Party’s
errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts
to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in
conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations
hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the
enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness,
diligence and any requirement that any Guaranteed Party protect, secure, perfect or insure any security
interest or Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of
protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of
default hereunder, or under any agreement or instrument related thereto, notices of any renewal, extension
or modification of the Guaranteed Obligations or

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any agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the
matters referred to in Section 7.04 and any right to consent to any thereof; and (g) any defenses (other
than defense of payment or performance in full) or benefits that may be derived from or afforded by law
which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms
hereof.

Section 7.06 Guarantors’ Rights of Subrogation, Contribution, Etc. Until the applicable
Guaranteed Obligations shall have been Paid in Full, each Guarantor hereby waives any claim, right or
remedy, direct or indirect, that such Guarantor now has or may hereafter have against any applicable
Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance
by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in
equity, under contract, by statute, under common law or otherwise and including (a) any right of
subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against
any applicable Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to
participate in, any claim, right or remedy that any Guaranteed Party now has or may hereafter have
against any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now
or hereafter held by any Guaranteed Party. In addition, until the applicable Guaranteed Obligations shall
have been Paid in Full, each Guarantor shall withhold exercise of any right of contribution such Guarantor
may have against any other guarantor (including any other Guarantor) of the applicable Guaranteed
Obligations, including any such right of contribution as contemplated by Section 7.02. Each Guarantor
further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of
subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of
competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or
indemnification such Guarantor may have against any Borrower or against any collateral or security, and
any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and
subordinate to any rights any Guaranteed Party may have against any Borrower, to all right, title and
interest any Guaranteed Party may have in any such collateral or security, and to any right any Guaranteed
Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of
any such subrogation, reimbursement, indemnification or contribution rights at any time when all
applicable Guaranteed Obligations shall not have been Paid in Full, such amount shall be held in trust for
the Administrative Agent on behalf of the Guaranteed Parties and shall forthwith be paid over to the
Administrative Agent for the benefit of the Guaranteed Parties to be credited and applied against the
applicable Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Section 7.07 Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in
effect until all of the Guaranteed Obligations, respectively, shall have been Paid in Full. Each Guarantor
hereby irrevocably waives any right to revoke this guaranty as to future transactions giving rise to any
Guaranteed Obligations.

Section 7.08 Authority of Guarantors or the Borrowers. It is not necessary for any Guaranteed
Party to inquire into the capacity or powers of any Guarantor or any Borrower or the officers, directors or
any agents acting or purporting to act on behalf of any of them.

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 Section 7.09 Financial Condition of the Borrowers. Any Credit Extension may be made to any
Borrower or continued from time to time, and any Hedge Agreements, Cash Management Agreements
and Treasury Transactions may be entered into from time to time, in each case without notice to or
authorization from any Guarantor regardless of the financial or other condition of such Borrower or, with
respect to any Hedge Agreements, Cash Management Agreements and Treasury Transactions, the U.S.
Borrower or any of its Subsidiaries party thereto, at the time of any such grant or continuation or at the
time such Hedge Agreement, Cash Management Agreement or Treasury Transaction is entered into, as the
case may be. No Guaranteed Party shall have any obligation to disclose or discuss with any Guarantor its
assessment, or any Guarantor’s assessment, of the financial condition of such obligor. Each Guarantor has
adequate means to obtain information from each such obligor on a continuing basis concerning the
financial condition of each such obligor and its ability to perform its obligations under the Loan
Documents, any Hedge Agreements, any Cash Management Agreements or any Treasury Transactions,
and each Guarantor assumes the responsibility for being and keeping informed of the financial condition
of each such obligor and of all circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Guaranteed Party
to disclose any matter, fact or thing relating to the business, operations or conditions of any such obligor
now known or hereafter known by any Guaranteed Party.

Section 7.10 Bankruptcy, Etc.

(a) The obligations of the Guarantors hereunder shall not be reduced, limited, impaired,
discharged, deferred, suspended or terminated by any case or proceeding (or analogous proceeding under
any Debtor Relief Law), voluntary or involuntary, involving the bankruptcy, insolvency, examinership,
receivership, reorganization, liquidation or arrangement of any Borrower or any other Guarantor or by any
defense which any Borrower or any other Guarantor may have by reason of the order, decree or decision
of any court or administrative body resulting from any such proceeding.

(b) Each Guarantor acknowledges and agrees that any interest on any portion of the applicable
Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in
Section 7.10(a) (or, if interest on any portion of the applicable Guaranteed Obligations ceases to accrue by
operation of law by reason of the commencement of such case or proceeding, such interest as would have
accrued on such portion of the applicable Guaranteed Obligations if such case or proceeding had not been
commenced) shall be included in the applicable Guaranteed Obligations because it is the intention of the
Guarantors and Guaranteed Parties that the Guaranteed Obligations which are guaranteed by the
Guarantors pursuant hereto should be determined without regard to any rule of law or order which may
relieve any Borrower of any portion of such Guaranteed Obligations. The Guarantors shall permit any
trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person
under any Debtor Relief Law to pay the Administrative Agent, or allow the claim of the Administrative
Agent in respect of, any such interest accruing after the date on which such case or proceeding is
commenced.

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 (c) In the event that all or any portion of the Guaranteed Obligations are paid by any Borrower, the
obligations of the Guarantors with respect to such amounts hereunder shall be reinstated, as the case may
be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly
from any Guaranteed Party as a preference, fraudulent transfer or otherwise, and any such payments
which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

Section 7.11 Discharge of Guaranty.

(a) If all of the Equity Interests of any Subsidiary Guarantor or any of its successors in interest
hereunder shall be sold or otherwise disposed of or such Subsidiary Guarantor ceases to be a Subsidiary,
in each case in accordance with the terms hereof or as otherwise consented to by the Required Lenders (or
such other Lenders as may be required to give such consent under Section 10.05), the Guaranty of such
Subsidiary Guarantor or such successor in interest, as the case may be, hereunder and all security interests
(if any) granted in the Collateral by such Subsidiary Guarantor to secure such Guaranty shall
automatically be discharged and released without any further action by any Guaranteed Party or any other
Person effective as of the time of such transaction or consent. Upon request of the Borrower
Representative, the Administrative Agent and the Collateral Agent shall take, and the Lenders hereby
authorize the Administrative Agent and the Collateral Agent to take, such actions as shall be reasonably
requested to evidence the termination and release of such Guaranty and suchthe security interests in the
CollateralsCollateral.

(b) (b) On the Guarantee Release Date, upon request of the U.S. Borrower, the Guaranty of each
Subsidiary Guarantor and all security interests (if any) granted in the Collateral by such Subsidiary
Guarantor to secure such Guaranty shall automatically be discharged and released without any further
action by any Guaranteed Party or any other Person and such Guaranty of each Subsidiary Guarantor and
such security interests shall not be reinstated (including, for the avoidance of doubt, upon a subsequent
decline in the Public Debt Rating such that the conditions set forth in the definition of “Guarantee Release
Date” are no longer satisfied). Upon such request of the Borrower Representative, the Administrative
Agent and the Collateral Agent shall take, and the Lenders hereby authorize the Administrative Agent and
the Collateral Agent to take, such actions as shall be reasonably requested to evidence the termination and
release of such Guaranties and such security interests in the Collateral. For the avoidance of doubt, the
U.S. Borrower’s Guaranty of the Obligations of the European Borrower and the Hong Kong Borrower
under this Agreement shall not be released. For the avoidance of doubt, the U.S. Borrower’s Guaranty of
any Obligations of any Subsidiary under any Hedge Agreement, Cash Management Agreement, or
Treasury Transaction shall not be released. Nothing in this clause (b) of Section 7.11 shall prevent the
Borrower Representative from electing to join a Subsidiary to this Agreement as a Subsidiary Guarantor
in accordance with the final proviso in Section 6.03 and Section 7.01(b).

ARTICLE VIII.
EVENTS OF DEFAULT

Section 8.01 Events of Default. If any one or more of the following conditions or events occur
and is continuing:

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 (a) Failure to Make Payments When Due. Any Borrower shall fail to pay (i) any principal of any
Loan when the same becomes due and payable; or (ii) any Borrower shall fail to pay any interest on any
Loan or make any other payment of fees or other amounts payable under this Agreement or any Note
within five days after the same becomes due and payable; or

(b) Breach of Representations, Etc. Any representation or warranty made by any Loan Party herein
or by any Loan Party (or any of its officers) in any certificate, document, financial or other statements in
connection with this Agreement shall prove to have been incorrect in any material respect when made; or

(c) Breach of Certain Covenants. Any Loan Party shall fail to perform or observe any term,
covenant or agreement contained in Section 2.06, Section 5.04 (solely as to the existence of any
Borrower), or Article VI, or (ii) any Loan Party shall fail to perform or comply with any other term or
agreement contained in this Agreement on its part to be performed or observed if such failure shall remain
unremedied for 30 days after written notice thereof shall have been given to the U.S. Borrower by the
Administrative Agent or the Required Lenders; or

(d) Default Under Other Agreements. The U.S. Borrower or any of its Subsidiaries shall fail to pay
any principal of or premium or interest on any Material Indebtedness (but excluding Indebtedness
outstanding hereunder) of the Borrower or such Subsidiary (as the case may be), 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 Indebtedness; or any other event shall occur or condition shall
exist under any agreement or instrument relating to any such Indebtedness and shall continue after the
applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or to permit the acceleration of, or to require the prepayment or redemption
(other than by a regularly scheduled required prepayment or redemption), purchase or defeasance of such
Indebtedness or that an offer to repay, redeem, purchase or defease such Indebtedness be made, in each
case prior to the stated maturity thereof; provided that this Section 8.01(d) shall not apply to (i) secured
Indebtedness that becomes due as a result of a disposition, transfer, condemnation, insured loss or similar
event relating to the property or assets securing such Indebtedness, (ii) any customary offer to repurchase
provisions upon an asset sale, (iii) customary debt and equity proceeds prepayment requirements
contained in any bridge or other interim credit facility, (iv) Indebtedness of any Person assumed in
connection with the acquisition of such Person to the extent that such Indebtedness is repaid as required
by the terms thereof as a result of the acquisition of such Person or (v) the redemption of any Indebtedness
incurred to finance an acquisition pursuant to any special mandatory redemption feature that is triggered
as a result of the failure of such acquisition to occur; or

(e) Insolvency; Bankruptcy. Any Loan Party or Material Company shall generally not pay its
Indebtedness as such Indebtedness become due, or shall admit in writing its inability to pay its
Indebtedness generally, or shall make a general assignment for the benefit of creditors; or any proceeding
shall be instituted by or against such Loan Party or Material Company seeking to adjudicate it a bankrupt
or insolvent, or seeking liquidation, winding up, suspension of payments, a moratorium of any
Indebtedness, dissolution, administration, provisional supervision,

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reorganization, arrangement, adjustment, protection, relief, or composition of it or its Indebtedness under
any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any
substantial part of its property and, in the case of any such proceeding instituted against it (but not
instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or
any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief
against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or any Loan Party or Material Company shall take any
corporate action to authorize any of the actions set forth above in this subsection (e); or

(f) Judgments and Attachments. Judgments or orders for the payment of money in excess of
$150,000,000 in the aggregate shall be rendered against the U.S. Borrower or any of its Subsidiaries by a
court of competent jurisdiction and such judgment or order for payment is not satisfied, discharged,
vacated, bonded or stayed pending appeal within a period of 60 consecutive days; or

(g) Non-Monetary Judgments. Any non-monetary judgment or order shall be rendered against the
U.S. Borrower or any of its Subsidiaries by a court of competent jurisdiction that could be reasonably
expected to have a Material Adverse Effect, and such judgment or order is not satisfied, discharged,
vacated, bonded or stayed pending appeal within a period of 60 consecutive days; or

(h) Change of Control. A Change of Control occurs; or

(i) Employee Benefit Plans. There shall occur one or more ERISA Events which, individually or in
the aggregate, results in or would reasonably be expected to result in a Material Adverse Effect; or

(j) Invalidity of this Agreement. Any provision of this Agreement shall for any reason cease to be
valid and binding on or enforceable against any Borrower or other Loan Party or any Borrower or other
Loan Party shall so state in writing; or

(k) Invalidity of Security Documents. During any Springing Lien Period, any Security Document
ceases to be in full force and effect (other than by reason of release of Collateral in accordance with the
terms hereof or thereof) or shall become null and void or the collateral agent named therein shall cease to
have a valid and perfected Lien in any Collateral purported to be covered by the Security Document with
the priority required thereby, in each case, for any reason other than the failure of the collateral agent
named therein to take any action within its control; provided that this clause shall not apply to any
Security Document the invalidity of which would not reasonably be considered prejudicial to the interests
of the Guaranteed Parties taken as a whole;

THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(e), automatically, and
(2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or
with the consent of) the Required Lenders, (A) the Revolving Commitments, if any, of each Lender
having such Revolving Commitments, the obligation of each

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Issuing Bank to issue any Letter of Credit and the obligation of the Swing Line Lender to make any Swing
Line Loan shall immediately terminate; (B) each of the following shall immediately become due and
payable, in each case without presentment, demand, protest or other requirements of any kind, all of
which are hereby expressly waived by each Loan Party: (i) the unpaid principal amount of and accrued
interest on the Loans, (ii) an amount equal to the maximum amount that may at any time be drawn under
all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of
Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or
certificates required to draw under such Letters of Credit) and (iii) all other Obligations under the Loan
Documents; provided, that the foregoing shall not affect in any way the obligations of Lenders under
Section 2.03(b)(v) or 2.04(e); (C) the Administrative Agent may cause the enforcement of any and all
Liens and security interests created pursuant to any Security Documents; (D) the Administrative Agent
shall direct the Borrower Representative to pay (and each Borrower hereby agrees upon receipt of such
notice, or upon the occurrence of any Event of Default specified in Section 8.01(e) to pay) to the
Administrative Agent such additional amounts of cash as reasonably requested by the Issuing Bank, to be
held as security for each Borrower’s reimbursement Obligations in respect of Letters of Credit then
outstanding; and (E) the Administrative Agent may exercise on behalf of themselves, the Lenders, the
Issuing Bank and the other Guaranteed Parties all rights and remedies available to the Administrative
Agent, the Guaranteed Parties and the Issuing Bank under the Loan Documents or under applicable law or
in equity.

ARTICLE IX.
AGENTS

Section 9.01 Appointment of Agents. Each of Citi and MLPFS are hereby appointed as
Syndication Agents hereunder, and each Lender hereby authorizes Citi and MLPFS to act as the
Syndication Agents in accordance with the terms hereof and the other Loan Documents. Barclays is
hereby appointed as the Administrative Agent and, during any Springing Lien Period, Collateral Agent (in
such capacity, the “Collateral Agent”) hereunder and under the other Loan Documents and each Lender
hereby authorizes Barclays to act as the Administrative Agent and the Collateral Agent in accordance with
the terms hereof and the other Loan Documents. JPMorgan is hereby appointed as the Documentation
Agent hereunder, together with Royal Bank, MUFG Bank, Ltd., U.S. Bank National Association and
Wells Fargo Bank, National Association, and each Lender hereby authorizes JPMorgan, Royal Bank,
MUFG Bank, Ltd., U.S. Bank National Association and Wells Fargo Bank, National Association to act as
the Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each
Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the
other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided
herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as
a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided
herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the
Lenders and does not assume and shall not be deemed to have assumed any obligation towards or
relationship of agency or trust with or for any Group Member. Each Syndication Agent and
Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its
rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this
Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners,

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the Syndication Agents and the Documentation Agents are named as such for recognition purposes only,
and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to
this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers,
the Bookrunners, the Syndication Agents and the Documentation Agents shall be entitled to all
indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan
Documents and all of the other benefits of this Article IX.

Section 9.02 Powers and Duties. Each Lender irrevocably authorizes each Agent to take such
action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the
other Loan Documents as are specifically delegated or granted to such Agent by the terms hereof and
thereof, together with such powers, rights and remedies as are reasonably incidental thereto. In the event
that any obligations (other than the Obligations) are permitted to be incurred hereunder and secured by
Liens permitted to be incurred hereunder on all or a portion of the Collateral, each Lender authorizes the
Administrative Agent and the Collateral Agent to enter into intercreditor agreements, subordination
agreements and amendments to the Security Documents to reflect such arrangements on terms acceptable
to the Administrative Agent and Collateral Agent. Each Agent shall have only those duties and
responsibilities that are expressly specified herein and the other Loan Documents. Each Agent may
exercise such powers, rights and remedies and perform such duties by or through its agents or employees.
No Agent shall have, by reason hereof or any of the other Loan Documents, a fiduciary relationship or
other implied duties in respect of any Lender, any Loan Party or any other Person; and nothing herein or
any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to
impose upon any Agent any obligations in respect hereof or any of the other Loan Documents except as
expressly set forth herein or therein. Without limiting the generality of the foregoing sentence, the use of
the term “agent” in this Agreement and in the other Loan Documents with reference to any Agent is not
intended to connote any fiduciary or other implied (or express) obligations arising under the agency
doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is
intended to create or reflect only an administrative relationship between independent contracting parties.

Section 9.03 General Immunity.

(a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the
execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any
other Loan Document, or for the creation, perfection or priority of any Lien, or for any representations,
warranties, recitals or statements made herein or therein or made in any written or oral statements or in
any financial or other statements, instruments, reports or certificates or any other documents furnished or
made by any Agent to the Lenders or by or on behalf of any Loan Party or to any Agent or Lender in
connection with the Loan Documents and the transactions contemplated thereby or for the financial
condition or business affairs of any Loan Party or any other Person liable for the payment of any
Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of
any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan
Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any
Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of
any condition set forth in Article III or elsewhere herein (other than confirm receipt of items expressly
required to be

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delivered to such Agent) or to inspect the properties, books or records of any Group Member or to make
any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding,
the Administrative Agent shall not have any liability arising from confirmations of the amount of
outstanding Loans or the utilization of Letters of Credit or the component amounts thereof.

(b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or
agents shall be liable to the Lenders (i) for any action taken or omitted by any Agent (A) under or in
connection with any of the Loan Documents or (B) with the consent or at the request of the Required
Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders
specified by this Agreement) except to the extent caused by such Agent’s gross negligence or willful
misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii)
for any failure of any Loan Party to perform its obligations under this Agreement or any other Loan
Document. No Agent shall, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose or be liable for the failure to disclose, any information relating to any Borrower or
any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any
capacity. Each Agent shall be entitled to refrain from any act or the taking of any action (including the
failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise
of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall
have received instructions in respect thereof from Required Lenders (or such other Lenders as may be
required to give such instructions under Section 10.05) and, upon receipt of such instructions from
Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or
(where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance
with such instructions and shall not be required to take any action that, in its opinion or the opinion of its
counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law.
Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be
fully protected in relying, upon any communication, instrument or document believed by it to be genuine
and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely
and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for a
Group Member), accountants, experts and other professional advisors selected by it; and (ii) no Lender
shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so
instructed) refraining from acting hereunder or any of the other Loan Documents in accordance with the
instructions of Required Lenders (or such other Lenders as may be required to give such instructions
under Section 10.05).

(c) Delegation of Duties. Each of the Administrative Agent and the Collateral Agent may perform
any and all of its duties and exercise its rights and powers under this Agreement or under any other Loan
Document by or through any one or more sub-agents appointed by it. Each of the Administrative Agent,
the Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights
and powers by or through their respective Affiliates. The exculpatory, indemnification and other
provisions of this Section 9.03 and of Section 9.06 shall apply to any of the Affiliates of the
Administrative Agent or the Collateral Agent and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as the Administrative
Agent or Collateral Agent, as applicable. All of

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the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this
Section 9.03 and of Section 9.06 shall apply to any such sub-agent and to the Affiliates of any such sub-
agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were
named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed
by the Administrative Agent or the Collateral Agent, (i) such sub-agent shall be a third party beneficiary
under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights
and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary,
including an independent right of action to enforce such rights, benefits and privileges (including
exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other
Person, against any or all of Loan Parties and the Lenders, (ii) such rights, benefits and privileges
(including exculpatory rights and rights to indemnification) shall not be modified or amended without the
consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the Administrative
Agent and not to any Loan Party, Lender or any other Person and no Loan Party, Lender or any other
Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such
sub-agent; provided, that the Administrative Agent and Collateral Agent shall be responsible for all acts of
each of their respective sub-agents, and each Loan Party, Guaranteed Party and other Person shall have the
same rights against the Administrative Agent or Collateral Agent, as applicable, as if the Administrative
Agent or Collateral Agent, as applicable, had performed the duties and exercised the rights and powers
under this Agreement or any other Loan Document that its sub-agent performed or exercised.

(d) Notice of Default or Event of Default. No Agent shall be deemed to have knowledge of any
Default or Event of Default unless and until written notice describing such Default or Event of Default is
given to such Agent by a Loan Party or a Lender. In the event that the Administrative Agent shall receive
such a notice, the Administrative Agent shall give notice thereof to the Lenders, provided that failure to
give such notice shall not result in any liability on the part of the Administrative Agent.

Section 9.04 Agents Entitled to Act as Lender. The agency hereby created shall in no way
impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its
individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of
Credit, each Agent shall have the same rights and powers hereunder in its capacity as a Lender as any
other Lender and may exercise the same as if it were not performing the duties and functions delegated to
it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each
Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to,
own securities of, and generally engage in any kind of banking, trust, financial advisory or other business
with the U.S. Borrower or any of its Affiliates as if it were not performing the duties specified herein, and
may accept fees and other consideration from the U.S. Borrower for services in connection herewith and
otherwise without having to account for the same to Lenders. The Lenders acknowledge that pursuant to
such activities, the Agents or their Affiliates may receive information regarding any Loan Party or any
Affiliate of any Loan Party (including information that may be subject to confidentiality obligations in
favor of such Loan Party or such Affiliate) and acknowledge that the Agents and their Affiliates shall be
under no obligation to provide such information to them.

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 Section 9.05 Lenders’ Representations, Warranties and Acknowledgment.

(a) Each Lender represents and warrants that it has made its own independent investigation of the
financial condition and affairs of the Group in connection with Credit Extensions hereunder and that it has
made and shall continue to make its own appraisal of the creditworthiness of the Group. No Agent shall
have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or
any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information
with respect thereto, whether coming into its possession before the making of the Loans or at any time or
times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders.

(b) Each Lender, by delivering its signature page hereto, an Assignment Agreement or a Joinder
Agreement and funding its Tranche A Term Loans and/or Revolving Loans or by the funding of any
Incremental Term Loans or Incremental Revolving Loans, as the case may be, shall be deemed to have
acknowledged receipt of, and consented to and approved, each Loan Document and each other document
required to be approved by any Agent, Required Lenders or Lenders, as applicable on the Closing Date or
as of the date of funding of such Loans.

Section 9.06 Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally
agrees to indemnify each Agent to the extent that such Agent shall not have been reimbursed by any Loan
Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and
disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by
or asserted against such Agent in exercising its powers, rights and remedies or performing its duties
hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to
or arising out of this Agreement or the other Loan Documents; provided, that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as
determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity
furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become
impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts
indemnified against until such additional indemnity is furnished; provided, that in no event shall this
sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage,
penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share
thereof; and provided, further, that this sentence shall not be deemed to require any Lender to indemnify
any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or
disbursement described in the proviso in the immediately preceding sentence.

Section 9.07 Successor Agents, Issuing Banks and Swing Line Lender.

(a) The Administrative Agent shall have the right to resign at any time by giving prior written
notice thereof to the Lenders and the Borrower Representative. The Administrative Agent shall have the
right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent
hereunder, subject to the reasonable satisfaction of the Borrower Representative

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and the Required Lenders, and the Administrative Agent’s resignation shall become effective on the
earlier of (i) the acceptance of such successor Administrative Agent by the Borrower Representative and
the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of
resignation, if a successor Administrative Agent has not already been appointed by the retiring
Administrative Agent, Required Lenders shall have the right, upon five Business Days’ notice to the
Borrower Representative, to appoint a successor Administrative Agent. If neither Required Lenders nor
the Administrative Agent have appointed a successor Administrative Agent, then the Required Lenders
shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent; provided, that until a successor Administrative Agent is so appointed
by Required Lenders or the Administrative Agent, the Administrative Agent, by notice to the Borrower
Representative and Required Lenders, may retain its role as the Collateral Agent under any Security
Document. Except as provided in the preceding sentence, any resignation of Barclays or its successor as
the Administrative Agent pursuant to this Section 9.07 shall also constitute the resignation of Barclays or
its successor as the Collateral Agent. After any retiring Administrative Agent’s resignation hereunder as
the Administrative Agent, the provisions of this Section 9.07 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Administrative Agent hereunder. Upon the acceptance
of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, that
successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall
promptly (i) transfer to such successor Administrative Agent all sums and items of Collateral held under
the Security Documents (if any), together with all records and other documents necessary or appropriate
in connection with the performance of the duties of the successor Administrative Agent under the Loan
Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to
financing statements (if any), and take such other actions, as may be necessary or appropriate in
connection with the assignment to such successor Administrative Agent of the security interests created
under the Security Documents (if any), whereupon such retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. If the Administrative Agent is retaining its role as Collateral
Agent, the actions enumerated in the preceding sentence will be modified to account for such retained
role. Any successor Administrative Agent appointed pursuant to this Section 9.07 shall, upon its
acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If
Barclays or its successor as the Administrative Agent pursuant to this Section 9.07 has resigned as the
Administrative Agent but retained its role as the Collateral Agent and no successor Collateral Agent has
become the Collateral Agent pursuant to the immediately preceding sentence, Barclays or its successor
may resign as the Collateral Agent upon notice to the Borrower Representative and Required Lenders at
any time.

(b) In addition to the foregoing, the Collateral Agent may resign at any time by giving 30 days’
prior written notice thereof to Lenders and the Loan Parties. The Administrative Agent shall have the right
to appoint a financial institution as the Collateral Agent hereunder, subject to the reasonable satisfaction
of the Borrower Representative and the Required Lenders and the Collateral Agent’s resignation shall
become effective on the earlier of (i) the acceptance of such successor Collateral Agent by the Borrower
Representative and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon
any such notice of resignation, if a successor Collateral Agent has not already been appointed by the
retiring Collateral Agent, Required Lenders

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shall have the right, upon five Business Days’ notice to the Administrative Agent, to appoint a successor
Collateral Agent. Upon the acceptance of any appointment as the Collateral Agent hereunder by a
successor Collateral Agent, the successor Collateral Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement and
the Security Documents, and the retiring Collateral Agent under this Agreement shall promptly (i) transfer
to such successor Collateral Agent all sums and items of Collateral held hereunder or under the Security
Documents, together with all records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Collateral Agent under this Agreement and the Security
Documents, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the
filing of such amendments to financing statements, and take such other actions, as may be necessary or
appropriate in connection with the assignment to such successor Collateral Agent of the security interests
created under the Security Documents, whereupon such retiring Collateral Agent shall be discharged from
its duties and obligations under this Agreement and the Security Documents. After any retiring Collateral
Agent’s resignation hereunder as the Collateral Agent, the provisions of this Agreement and the Security
Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this
Agreement or the Security Documents while it was the Collateral Agent hereunder.

(c) Any resignation of Barclays or its successor as the Administrative Agent pursuant to this
Section shall also constitute the resignation of Barclays or its successor as the Swing Line Lender and
Issuing Bank, and any successor Administrative Agent appointed pursuant to this Section 9.07 shall, upon
its acceptance of such appointment, become the successor to the Swing Line Lender and an Issuing Bank
(in accordance with Section 2.04(h)) for all purposes hereunder. In such event (i) the U.S. Borrower shall
prepay any outstanding Swing Line Loans made by the retiring Administrative Agent in its capacity as
Swing Line Lender, (ii) upon such prepayment, the retiring Administrative Agent and Swing Line Lender
shall surrender any Swing Line Note held by it to the Borrower Representative for cancellation and (iii)
the U.S. Borrower and European Borrower, as applicable, shall issue, if so requested by the successor
Administrative Agent and the Swing Line Lender, a new Swing Line Note to the successor Administrative
Agent and the successor Swing Line Lender, in the principal amount of the U.S. Swing Line Sublimit and
European Swing Line Sublimit, as applicable, then in effect and with other appropriate insertions.

Section 9.08 Security Documents and Guaranty.

(a) Agents under Security Documents and Guaranty. Each Guaranteed Party hereby further
authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit
of Guaranteed Parties, to be the agent for and representative of Guaranteed Parties with respect to the
Guaranty and, if applicable, the Collateral and the Security Documents; provided, that, except as expressly
set forth herein, neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty,
duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of
Obligations. Subject to Section 10.05, without further written consent or authorization from any
Guaranteed Party, the Administrative Agent or the Collateral Agent, as applicable may execute any
documents or instruments necessary (i) in connection with a sale or disposition of assets permitted by this
Agreement, to release any Lien encumbering any item of Collateral that is the subject of such sale or other
disposition of assets or to which Required Lenders (or such other Lenders as may be required to give such
consent under

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Section 10.05) have otherwise consented or (ii) to release any Guarantor from the Guaranty pursuant to
Section 7.11 or with respect to which Required Lenders (or such other Lenders as may be required to give
such consent under Section 10.05) have otherwise consented.

(b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Loan
Documents to the contrary notwithstanding, the Borrowers, the Administrative Agent, the Collateral
Agent and each Guaranteed Party hereby agree that (i) no Guaranteed Party shall have any right
individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and
agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative
Agent, on behalf of the Guaranteed Parties in accordance with the terms hereof and all powers, rights and
remedies under the Security Documents may be exercised solely by the Collateral Agent and (ii) in the
event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale
or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of
such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and
representative of Guaranteed Parties (but not any Lender or Lenders in its or their respective individual
capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of
bidding and making settlement or payment of the purchase price for all or any portion of the Collateral
sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase
price for any collateral payable by the Collateral Agent at such sale or other disposition.

(c) Rights under Hedge Agreements. No Hedge Agreement shall create (or be deemed to create) in
favor of any Lender Counterparty that is a party thereto any rights in connection with the management or
release of any Collateral or of the obligations of any Guarantor under the Loan Documents except as
expressly provided in Section 10.05(c)(v) of this Agreement. By accepting the benefits of the Collateral,
such Lender Counterparty shall be deemed to have appointed the Collateral Agent as its agent and agreed
to be bound by the Loan Documents as a Guaranteed Party, subject to the limitations set forth in this
Section 9.08(c).

(d) Release of Collateral and Guarantees, Termination of Loan Documents.

(i) Notwithstanding anything to the contrary contained herein or any other Loan
Document, when all Obligations under the Loan Documents have been Paid in Full, this
Agreement and all other Loan Documents, all guarantee obligations provided for in any Loan
Document and all security interests granted pursuant to any Loan Document shall automatically
terminate, and upon request of the Borrower Representative, the Administrative Agent and the
Collateral Agent shall (without notice to, or vote or consent of, any Lender or any Lender
Counterparty) take such actions as shall be reasonably requested to evidence the release of its
security interest in all Collateral, and to evidence the release of all guarantee obligations provided
for in any Loan Document. Any such release of guarantee obligations shall be deemed subject to
the provision that such guarantee obligations shall be reinstated if after such release any portion
of any payment in respect of the Obligations under the Loan Documents guaranteed thereby shall
be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy,
dissolution, liquidation, examinership, receivership, administration, provisional supervision or
reorganization of any Borrower or any Guarantor, or upon or as a result of

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 the appointment of a receiver, intervenor, liquidator, administrator, provisional supervisor,
examiner or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or
any substantial part of its property, or otherwise, all as though such payment had not been made.

(ii) Upon any disposition of property permitted by this Agreement, any security interest in
such property provided for in any Security Document shall be deemed to be automatically
released and such property shall automatically revert to the applicable Loan Party with no further
action on the part of any Person. The Collateral Agent shall, at the applicable Loan Party’s
expense, execute and deliver or otherwise authorize the filing of such documents as such Loan
Party shall reasonably request, in form and substance reasonably satisfactory to the Collateral
Agent, including financing statement amendments to evidence such release.

(iii) Notwithstanding anything to the contrary contained in any Security Document or any
other Loan Document, in the event that the Collateral Agent exercises any of its rights or
remedies under the Loan Documents with respect to Collateral that is the subject of a Trademark
(as defined in the Pledge and Security Agreement) license agreement entered into by the U.S.
Borrower or any of its Subsidiaries, the Lenders hereby agree that the Collateral Agent shall, and
the Collateral Agent hereby agrees that it shall, exercise such rights and remedies subject to the
obligation to pay royalties and the restrictions on the marketing, sale and distribution of such
goods, in each case, that are contained in the applicable licensing agreement; provided that such
restrictions are in the nature of customary restrictions intended to preserve the rights of the
applicable licensors in the licensed Intellectual Property, preserve the prestige, image and
goodwill of the licensed Intellectual Property and the licensor and/or avoid the infringement of
the rights of any third party, including, without limitation, any other licensee of the applicable
licensor. At the request of the U.S. Borrower or any of its Subsidiaries from time to time, the
Lenders hereby agree that the Collateral Agent shall be authorized to, and the Collateral Agent
hereby agrees that it shall, execute and deliver to the U.S. Borrower acknowledgments of the
Lenders’ and the Collateral Agent’s agreements pursuant to the foregoing sentence, for the benefit
of the applicable licensor.

(iv) Each Lender hereto agrees that upon the occurrence of the Springing Lien Trigger
Event, the Administrative Agent is authorized to enter into the Pledge and Security Agreement
and any related Security Documents in such form as is acceptable to the Administrative Agent
and no further consent of such Lender shall be required.

Section 9.09 Withholding Taxes. To the extent required by any applicable law, the Administrative
Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding
Tax. If any payment has been made to any Lender by the Administrative Agent without the applicable
withholding Tax being withheld from such payment and the Administrative Agent has paid over the
applicable withholding Tax to the IRS or any other Governmental Authority, or the IRS or any other
Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from
amounts paid to or for the account of any Lender because the appropriate form was not delivered or was
not properly executed or

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because such Lender failed to notify the Administrative Agent of a change in circumstance which
rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such
Lender shall severally indemnify the Administrative Agent (but only to the extent that a Borrower has not
already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the
obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the
Administrative Agent as Tax or otherwise, including any penalties or interest and together with all
expenses incurred 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;
provided, that nothing in this Section 9.09 shall impose any obligation on any Loan Party.

Section 9.10 Administrative Agent May File Proofs of Claim. In case of the pendency of any
proceeding under the Bankruptcy Code or other applicable law or any other judicial proceeding relative to
any Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be
due and payable as herein expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise (a) 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 under the Loan
Documents 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 other Guaranteed Parties (including fees, disbursements
and other expenses of counsel) allowed in such judicial proceeding and (b) to collect and receive any
monies or other property payable or deliverable on any such claims and to distribute the same. Any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender and other Guaranteed Party to make such payments to the
Administrative Agent. Nothing contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or other Guaranteed Party any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations under the Loan
Documents or the rights of any Lender or other Guaranteed Party to authorize the Administrative Agent to
vote in respect of the claim of such Person or in any such proceeding.

Section 9.11 Administrative Agent’s “Know Your Customer” Requirements. Each Lender
shall promptly, upon the request of the Administrative Agent, provide 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.

Section 9.12 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party
hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such
Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers
and their respective Affiliates, and not, for the avoidance

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of doubt, to or for the benefit of the U.S. Borrower or any other Loan Party, that at least one of the
following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more
Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii) the prohibited 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 so as to exempt from the
prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the
Commitments and this Agreement,

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

(iv) such other representation, warranty and covenant as may be agreed in writing between
the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with
respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in
accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x)
represents and warrants, as of the date such Person became a Lender party hereto, 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 the Arrangers and their respective Affiliates, and
not, for the avoidance of doubt, to or for the benefit of the U.S. Borrower or any other Loan Party, that
none of the Administrative Agent or the Arrangers or any of their respective Affiliates is not a fiduciary
with respect to the assets of such Lender involved in such Lender’s entrance into, participation in,
administration of and performance of the Loans, the

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Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or
exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any
documents related hereto or thereto).

ARTICLE X.
MISCELLANEOUS

Section 10.01 Notices.

(a) Notices Generally. Any notice or other communication herein required or permitted to be given
to a Loan Party, the Collateral Agent, the Administrative Agent, the Swing Line Lender or the Issuing
Bank, shall be sent to such Person’s address as set forth on Schedule 10.01(a) or in the other relevant Loan
Document, and in the case of any Lender, the address as indicated on Schedule 10.01(a) or otherwise
indicated to the Administrative Agent in writing. Except as otherwise set forth in Section 10.01(b) below,
each notice hereunder shall be in writing and may be personally served or sent by telefacsimile or United
States mail or courier service and shall be deemed to have been given when delivered in person or by
courier service and signed for against receipt thereof, upon receipt of telefacsimile, ordinary or registered
post, or three Business Days after depositing it in the ordinary or prepaid post or United States mail with
postage prepaid and properly addressed; provided, that no notice to any Agent shall be effective until
received by such Agent; provided, further, that any such notice or other communication shall at the
request of the Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.03(c)
hereto as designated by the Administrative Agent from time to time.

(b) Electronic Communications.

(i) Notices and other communications to the Administrative Agent, the Collateral Agent,
the Swing Line Lender, the Lenders and any Issuing Bank hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet websites,
including the Platform) pursuant to procedures approved by the Administrative Agent, the
Collateral Agent, the Swing Line Lender, each Lender and each Issuing Bank, as applicable;
provided, that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant
to Article II if such Lender or the Issuing Bank, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication.
The Administrative Agent, each other Agent and the Borrower Representative hereby agree to
accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it; provided, that any Borrowing Notice or notice of an Event of
Default shall be promptly confirmed by facsimile. Unless the Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as
by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement); provided, that if such notice or other communication is not sent during the
normal business hours of the recipient, such notice or communication shall be deemed to have
been sent at the opening of business on the next Business Day for the recipient and (ii) notices or
communications posted to an internet or intranet website shall

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 be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is available
and identifying the website address therefor.

(ii) Each Loan Party understands that the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other risks associated with
such distribution and agrees and assumes the risks associated with such electronic distribution,
except to the extent caused by the willful misconduct or gross negligence of the Administrative
Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(iii) The Platform and any Approved Electronic Communications are provided “as is” and
“as available”. None of the Agents nor any of their respective officers, directors, employees,
agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or
completeness of the Approved Electronic Communications or the Platform and each expressly
disclaims liability for errors or omissions in the Platform and the Approved Electronic
Communications. No warranty of any kind, express, implied or statutory, including any warranty
of merchantability, fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects is made by the Agent Affiliates in connection with the
Platform or the Approved Electronic Communications. Each party hereto agrees that no Agent
has any responsibility for maintaining or providing any equipment, software, services or any
testing required in connection with any Approved Electronic Communication or otherwise
required for the Platform. In no event shall any Agent nor any of the Agent Affiliates have any
liability to any Loan Party, any Lender or any other Person for damages of any kind, whether or
not based on strict liability and including (A) direct damages, losses or expenses (whether in tort,
contract or otherwise) arising out of any Loan Party’s or any Agent’s transmission of
communications through the internet, except to the extent the liability of any such Person if found
in a final ruling by a court of competent jurisdiction to have resulted from such Person’s gross
negligence or willful misconduct or (B) indirect, special, incidental or consequential damages.

(iv) Each Loan Party, each Lender, the Issuing Bank and each Agent agrees that the
Administrative Agent may, but shall not be obligated to, store any Approved Electronic
Communications on the Platform in accordance with the Administrative Agent’s customary
document retention procedures and policies.

(v) All uses of the Platform shall be governed by and subject to, in addition to this Section
10.01, separate terms and conditions posted or referenced in such Platform and related
agreements executed by the Lenders and their Affiliates in connection with the use of such
Platform.

(c) Change of Address. Any party hereto may changes its address or telecopy number for notices
and other communications hereunder by written notice to the other parties hereto.

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 Section 10.02 Expenses. Whether or not the transactions contemplated hereby are consummated,
each Borrower agrees to pay promptly (a) all the actual and reasonable out-of-pocket costs and expenses
incurred by the Agents and the Arranger in connection with the negotiation, preparation and execution of
the Loan Documents and any consents, amendments, supplements, waivers or other modifications thereto;
(b) the reasonable fees, expenses and disbursements of counsel to the Agents (in each case including
allocated costs of internal counsel) in connection with the negotiation, preparation, execution and
administration of the Loan Documents and any consents, amendments, supplements, waivers or other
modifications thereto and any other documents or matters requested by any Borrower; provided that
reasonable attorney’s fees shall be limited to one primary counsel and, if reasonably required by the
Administrative Agent, one local counsel per jurisdiction and one specialist counsel per specialty,
provided, further, that no such limitation shall apply if counsel for the Administrative Agent determines in
good faith that there is a conflict of interest that requires separate representation for any Agent or Lender;
(c) all the actual costs and reasonable out-of-pocket expenses of creating, perfecting, recording,
maintaining and preserving Liens in favor of the Collateral Agent, for the benefit of Guaranteed Parties,
including filing and recording fees, expenses and Taxes, stamp or documentary Taxes, search fees, title
insurance premiums and reasonable fees, expenses and disbursements of counsel to the Collateral Agent
and the Administrative Agent; (d) all the actual costs and reasonable out-of-pocket expenses (including
the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents
employed or retained by the Collateral Agent and its counsel) in connection with the custody or
preservation of any of the Collateral; (e) all other actual costs and reasonable out-of-pocket expenses
incurred by each Agent in connection with the syndication of the Loans and Commitments and the
transactions contemplated by the Loan Documents and any consents, amendments, supplements, waivers
or other modifications thereto; and (f) all actual costs and reasonable out-of-pocket expenses, including
reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, incurred
by any Agent or any Lender in enforcing any Obligations under the Loan Documents of or in collecting
any payments due from any Loan Party hereunder or under the other Loan Documents (including in
connection with the sale, lease or license of, collection from, or other realization upon any of the
Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of
the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or
bankruptcy cases or proceedings. All amounts due under this Section 10.02 shall be due and payable
promptly after demand therefor.

Section 10.03 Indemnity.

(a) In addition to the payment of expenses pursuant to Section 10.02, whether or not the
transactions contemplated hereby are consummated, each Loan Party agrees to defend (subject to
Indemnitees’ rights to selection of counsel), indemnify, pay and hold harmless, each Agent, Arranger,
Bookrunner, any other agent or co-agent (if any) designated by the Bookrunners with respect to the credit
facilities hereunder, Issuing Bank, Swing Line Lender and Lender and the officers, partners, members,
directors, trustees, shareholders, advisors, employees, representatives, attorneys, controlling persons,
agents and Affiliates of each Agent, Arranger, Bookrunner, other agent or co-agent (if any) designated by
the Bookrunners with respect to the credit facilities hereunder, Issuing Bank, Swing Line Lender and
Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, that no
Loan Party shall have any obligation

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to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified
Liabilities (a) arise from (i) the gross negligence or willful misconduct of such Indemnitee or any of such
Indemnitee’s Affiliates or any of its or their respective partners, trustees, shareholders, officers, directors,
employees, advisors, representatives, agents, attorneys, controlling persons or members or (ii) a material
breach of such Indemnitee’s (or any of its Affiliates’ or any of its or their respective partners’, trustees’,
shareholders’, officers’, directors’, employees’, advisors’, representatives’, agents’, attorneys’, controlling
persons’ and members’) obligations under the Loan Documents, in each case, as determined by a final,
non-appealable judgment of a court of competent jurisdiction, (b) arise out of any dispute among
Indemnitees (other than a dispute involving claims against the Administrative Agent, the Collateral Agent,
an Arranger or a Bookrunner, in each case in their respective capacities as such) that did not involve
actions or omissions of the Loan Parties or their Affiliates or (c) arise in connection with any settlement
entered into by such Indemnitee without the prior written consent (such consent not to be unreasonably
withheld, conditioned or delayed) of the Loan Parties (provided, however, that the foregoing indemnity
will apply to any such settlement in the event the Loan Parties were offered the ability to assume the
defense of the action that was the subject matter of such settlement and elected not to assume the defense);
provided, further, that in connection therewith, the Loan Parties shall only be responsible for the fees,
charges and disbursements of a single counsel selected by the Administrative Agent for all Indemnitees
and of such special and local counsel as the Administrative Agent may deem appropriate in its good faith
discretion, except that if any Indemnitee reasonably concludes that its interests conflict or are reasonably
likely to conflict with those of other Indemnitees and notifies the Loan Parties of such conflict, the Loan
Parties shall also be responsible for the fees, charges and disbursements of one separate counsel for such
conflicted Indemnitees. To the extent that the undertakings to defend, indemnify, pay and hold harmless
set forth in this Section 10.03 may be unenforceable in whole or in part because they are violative of any
law or public policy, the applicable Loan Party shall to the extent permitted by law contribute the
maximum portion that it is permitted to pay and satisfy under applicable law to the payment and
satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. For the avoidance of
doubt, this Section 10.03 shall not apply with respect to Taxes other than any Taxes that represent losses,
claims, damages, etc. arising from any non-Tax claim.

(b) To the extent permitted by applicable law, no Loan Party or Indemnitee shall be responsible or
liable to any Person for any special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any
applicable legal requirement) alleged as arising out of, in connection with, as a result of or in any way
related to this Agreement or any Loan Document or any agreement or instrument contemplated hereby or
thereby or referred to herein or therein, the transactions contemplated hereby or thereby, the transmission
of information through the Internet, any Loan or the use of the proceeds thereof or any act or omission or
event occurring in connection therewith; provided that the foregoing does not otherwise modify the
obligations of the Loan Parties set forth in this Section 10.03. Each Loan Party and each Indemnitee, as
applicable, hereby waives, releases and agrees not to sue upon any such claim or any such damages,
whether or not accrued and whether or not known or suspected to exist in its favor.

(c) All amounts due under this Section 10.03 shall be due and payable within five days after
demand therefor.

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 Section 10.04 Set-Off. In addition to any rights now or hereafter granted under applicable law and
not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event
of Default each Lender is hereby authorized by each Loan Party at any time or from time to time to the
fullest extent permitted by law and subject to the consent of the Administrative Agent (such consent not to
be unreasonably withheld or delayed), without notice to any Loan Party or to any other Person (other than
the Administrative Agent), any such notice being hereby expressly waived to the fullest extent permitted
by applicable law, to set-off and to appropriate and to apply any and all deposits (time or demand,
provisional or final, general or special, including Indebtedness evidenced by certificates of deposit,
whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time
held or owing by such Lender to or for the credit or the account of any Loan Party against and on account
of the obligations and liabilities of any Loan Party to such Lender hereunder, the Letters of Credit and
participations therein and under the other Loan Documents, including all claims of any nature or
description arising out of or connected hereto, the Letters of Credit and participations therein or with any
other Loan Document, irrespective of whether or not (i) such Lender shall have made any demand
hereunder or (ii) such obligations and liabilities, or any of them, may be contingent or unmatured.

Section 10.05 Amendments and Waivers.

(a) Required Lenders’ Consent. Subject to the additional requirements of Sections 10.05(b) and
10.05(c), no amendment, supplement, modification, termination or waiver of any provision of the Loan
Documents, or consent to any departure by any Loan Party therefrom, shall in any event be effective
without the written concurrence of the Required Lenders and the U.S. Borrower (it being understood that
delivery of an executed counterpart of a signature page to the applicable amendment, supplement,
modification, termination or waiver by facsimile or other electronic transmission will be effective as
delivery of an original executed counterpart thereof); provided that (x) any Defaulting Lender shall be
deemed not to be a “Lender” for purposes of calculating the Required Lenders (including the granting of
any consents or waivers) with respect to any of the Loan Documents and (y) the Administrative Agent and
the Borrower Representative may amend, modify or supplement this Agreement to cure any error
(including, but not limited to, typographical error, incorrect cross-reference or incorrectly-named defined
term), defect, ambiguity, inconsistency or any other error or omission of a technical nature, and such
amendment, modification or supplement shall become effective without any further action or consent of
any other Lender if the same is not objected to in writing by the Required Lenders to the Administrative
Agent within 10 Business Days following receipt of notice thereof.

(b) Affected Lenders’ Consent. Without the written consent of each Lender (other than a
Defaulting Lender) that would be directly and adversely affected thereby, no amendment, supplement,
modification, termination, or consent shall be effective if the effect thereof would:

(i) extend the scheduled final maturity of any Loan or Note;

(ii) waive, reduce or postpone any scheduled repayment (but not prepayment) of principal;

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 (iii) [reserved];

(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the
interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable
hereunder (it being understood that any change to the definition of Public Debt Rating or Net
Leverage Ratio, or, in each case, in the component definitions thereof, shall not constitute a
reduction in the rate of interest); provided, further, that only the consent of the Required Lenders
shall be necessary to amend the Default Rate in Section 2.10 or to waive any obligation of any
Borrower to pay interest at the Default Rate;

(v) waive or extend the time for payment of any such interest, fees or premiums, it being
understood that only the consent of the Required Lenders shall be necessary to rescind an
acceleration of Obligations under the Loan Documents after acceleration thereof pursuant to
Section 8.01 hereof;

(vi) reduce or forgive the principal amount of any Loan or any reimbursement Obligation
in respect of any Letter of Credit;

(vii) amend, modify, terminate or waive any provision of Section 2.15 (except to the
extent provided for in Section 10.05(c)(iii)), Section 2.16(c), Section 2.17, this Section 10.05(b),
Section 10.05(c) or any other provision of this Agreement that expressly provides that the consent
of all Lenders (or all Lenders in a particular facility) is required;

(viii) consent to the assignment or transfer by any Loan Party of any of its rights and
obligations under any Loan Document except as expressly provided in any Loan Document;

(ix) amend the definition of “Required Lenders” or amend Section 10.05(a) in a manner
that has the same effect as an amendment to such definition or the definition of “Pro Rata Share”;
provided that with the consent of Required Lenders, additional extensions of credit pursuant
hereto may be included in the determination of “Required Lenders” or “Pro Rata Share” on
substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving
Commitments and the Revolving Loans are included on the Closing Date;

(x) release all or substantially all of the Collateral or all or substantially all of the
Guarantors (by value) from the Guaranty except as expressly provided in the Loan Documents or
any Intercreditor Agreement;

(xi) amend or modify any provision of Section 10.06 in a manner that further restricts
assignments thereunder;

(xii) subordinate any Liens of the Collateral Agent on all or substantially all of the
Collateral; or

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 (xiii) change the stated currency in which any Borrower is required to make payments of
principal, interest, fees or other amounts hereunder or under any other Loan Document;

provided that, for the avoidance of doubt, all Lenders shall be deemed directly and adversely
affected thereby with respect to any amendment described in clauses (vii), (viii), (ix), (x) and (xii).

(c) Other Consents. No amendment, modification, termination or waiver of any provision of the
Loan Documents, or consent to any departure by any Loan Party therefrom, shall:

(i) increase any Commitment of any Lender over the amount thereof then in effect or
extend the outside date for such Commitment without the consent of such Lender; provided that
no amendment, modification or waiver of any condition precedent, covenant, Default or Event of
Default shall be deemed to constitute an increase in any Commitment of any Lender;

(ii) amend, modify, terminate or waive any provision hereof relating to (x) the U.S. Swing
Line Sublimit or the U.S. Swing Line Loans without the consent of the U.S. Swing Line Lender,
(y) the Canadian Swing Line Sublimit or the Canadian Swing Line Loans without the consent of
the Canadian Swing Line Lender, or (z) the European Swing Line Sublimit or the European
Swing Line Loans without the consent of the European Swing Line Lender;

(iii) alter the required application of any repayments or prepayments as between Classes
pursuant to Section 2.15 without the consent of Lenders holding more than 50.0% of the
aggregate Tranche A Term Loan Exposure of all Lenders, the Revolving Exposure of all Lenders
or the Incremental Term Loan Exposure of all Lenders, as applicable, of each Class which is
being allocated a lesser repayment or prepayment as a result thereof; provided, that Required
Lenders may waive, in whole or in part, any prepayment so long as the application, as between
Classes, of any portion of such prepayment which is still required to be made is not altered;

(iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase
of participations in Letters of Credit as provided in Section 2.04(e) without the written consent of
the Administrative Agent and of the Issuing Bank;

(v) amend, modify or waive this Agreement or any Security Document so as to alter the
ratable treatment of Obligations arising under the Loan Documents and Obligations arising under
Hedge Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,”
“Obligations,” or “Secured Obligations” (as defined in any applicable Security Document) in
each case in a manner adverse to any Lender Counterparty with Obligations then outstanding
without the written consent of any such Lender Counterparty;

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 (vi) amend, modify, terminate or waive any provision of Article IX as the same applies to
any Agent, or any other provision hereof as the same applies to the rights or obligations of any
Agent, in each case without the consent of such Agent;

(vii) amend any condition for Credit Extensions set forth in Section 3.02 without the
consent of applicable Lenders holding more than 50.0% of the aggregate U.S. Revolving
Exposure, 50.0% of the aggregate Canadian Revolving Exposure, 50.0% of the aggregate
European Revolving Exposure or 50.0% of the aggregate Hong Kong Revolving Exposure, as
applicable;

(viii) (i) the Commitment or Loan of any Defaulting Lender may not be increased or
extended and the principal of any Loan of a Defaulting Lender may not be reduced, in each case
without the consent of such Lender and (ii) any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender
more adversely than other affected Lenders shall require the consent of each such Defaulting
Lender.

(d) Execution of Amendments, Etc. The Administrative Agent may, but shall have no obligation
to, with the concurrence of any Lender, execute amendments, supplements, modifications, waivers or
consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it was given. In the case of any waiver, subject to any conditions or
qualifications set forth therein, the parties hereto shall be restored to their former positions and rights
hereunder and under the other Loan Documents, and, subject to any conditions or qualifications set forth
therein, any Default or Event of Default waived shall be deemed to be cured and not continuing, but no
such waiver shall extend to any subsequent or other Default or Event of Default or impair any right or
consequence in respect thereof. No notice to or demand on any Loan Party in any case shall entitle any
Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected in accordance with this Section 10.05 shall be
binding upon each Lender at the time outstanding, each future Lender and, if signed by a Loan Party, on
such Loan Party.

Notwithstanding anything to the contrary provided herein, no consent of any Lender shall be
required in connection with the making of any amendment to any Loan Document of the type described in
Section 2.24 hereof which states in such Section that no consent of any Lender, other than the applicable
Incremental Revolving Loan Lender or Incremental Term Loan Lender, is required.

Section 10.06 Successors and Assigns; Participations.

(a) Generally. This Agreement shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and the respective successors and
assigns. Except as permitted under Section 6.02, no Loan Party’s rights or obligations hereunder nor any
interest therein may be assigned or delegated by any Loan Party without the prior written consent of all
Lenders (and any purported assignment or delegation

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without such consent shall be null and void) and no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section 10.06.

(b) Register. Each Borrower, each Guarantor, the Administrative Agent and Lenders shall deem
and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding
Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such
Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following
receipt of a fully executed Assignment Agreement effecting the assignment or transfer thereof, together
with the required forms and certificates regarding Tax matters and any fees payable in connection with
such assignment, in each case, as provided in Section 10.06(d). Each assignment shall be recorded in the
Register promptly following receipt by the Administrative Agent of the fully executed Assignment
Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to
the Borrower and a copy of such Assignment Agreement shall be maintained, as applicable. The date of
such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.” Any request,
authority or consent of any Person who, at the time of making such request or giving such authority or
consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder,
assignee or transferee of the corresponding Commitments or Loans.

(c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a
portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or
Loans owing to it or other Obligations under the Loan Documents (provided, that pro rata assignments
shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights
and obligations under and in respect of any applicable Loan and any related Commitments):

(i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible
Assignee” upon the giving of notice to the Administrative Agent and, in the case of assignments,
sales or transfers of Revolving Commitments, subject to the consent of the applicable Issuing
Bank (such consent not to be unreasonably withheld or delayed); and

(ii) to any Person meeting the criteria of clause (ii) of the definition of the term of
“Eligible Assignee” upon giving of notice to the Borrower Representative and the Administrative
Agent and consented to by the Borrower Representative (provided that the Borrower
Representative shall be deemed to have consented to assignments made during the initial
syndication of the Term Loans and Revolving Commitments to Lenders previously approved by
the Borrower Representative and to any other assignment unless it shall object thereto by written
notice to the Administrative Agent within five Business Days after having received notice
thereof), the Administrative Agent, the applicable Issuing Bank and the applicable Swing Line
Lender (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the
Borrower Representative, required at any time an Event of Default described in Section 8.01(a) or
8.01(e) has occurred and is continuing); provided, that each such assignment pursuant to this
Section 10.06(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,000 (or such
lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent

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 or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans
of the assigning Lender) with respect to the assignment of the Revolving Commitments and
Revolving Loans and (B) $500,000 (or such lesser amount as may be agreed to by the Borrower
Representative and the Administrative Agent or as shall constitute the aggregate amount of the
Tranche A Term Loan or Incremental Term Loans of a Series of the assigning Lender) with
respect to the assignment of Term Loans; provided, that the Related Funds of any individual
Lender may aggregate their Loans for purposes of determining compliance with such minimum
assignment amounts.

(d) Mechanics. Assignments and assumptions of Loans and Commitments by Lenders shall be
effected by manual execution and delivery to the Administrative Agent of an Assignment Agreement.
Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective
Date. In connection with all assignments there shall be delivered to the Administrative Agent such forms,
certificates or other evidence, if any, with respect to United States federal income Tax withholding matters
as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(c),
together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except
that no such registration and processing fee shall be payable (x) in connection with an assignment elected
or caused by a Borrower pursuant to Section 2.23, (y) in connection with an assignment by or to Barclays
or any Affiliate thereof or (z) in the case of an assignee which is already a Lender or is an Affiliate or
Related Fund of a Lender or a Person under common management with a Lender).

(e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof
or upon obtaining or succeeding to an interest in the Commitments and Loans, as the case may be,
represents and warrants as of the Closing Date that (i) it is an Eligible Assignee; (ii) it has experience and
expertise in the making of or investing in commitments or loans such as the applicable Commitments or
Loans, as the case may be; and (iii) it shall make or invest in, as the case may be, its Commitments or
Loans for its own account in the ordinary course and without a view to distribution of such Commitments
or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it
being understood that, subject to the provisions of this Section 10.06, the disposition of such
Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

(f) Effect of Assignment. Subject to the terms and conditions of this Section 10.06, as of the
“Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a
“Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register
and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender
thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee,
relinquish its rights (other than any rights which survive the termination hereof, including under Section
10.08) and be released from its obligations hereunder (and, in the case of an assignment covering all or the
remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be
a party hereto on the Assignment Effective Date; provided, that anything contained in any of the Loan
Documents to the contrary notwithstanding, (y) the Issuing Bank shall continue to have all rights and
obligations thereof with respect to such Letters of Credit until the cancellation or expiration of such
Letters of Credit and the reimbursement of any amounts drawn thereunder and (z) such assigning Lender
shall continue

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to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising
out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall
be modified to reflect any Commitment of such assignee and any Revolving Commitment of such
assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder,
the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as
practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon the
applicable Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning
Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new
Revolving Commitments and/or outstanding Loans of the assignee and/or the assigning Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with the requirements of this Section 10.06 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with Section 10.06(g). Any
assignment by a Lender pursuant to this Section 10.06 shall not in any way constitute or be deemed to
constitute a novation, discharge, rescission, extinguishment or substitution of the Indebtedness hereunder,
and any Indebtedness so assigned shall continue to be the same obligation and not a new obligation.

(g) Participations.

(i) Each Lender shall have the right at any time to sell one or more participations to any
Person (other than any Group Member or any of their respective Affiliates) in all or any part of its
Commitments, Loans or in any other Obligation under the Loan Documents: provided, that (A)
such Lender’s obligations shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations, and (C) each
Borrower, the Administrative Agent, each Issuing Bank and each of the Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s agreements and
obligations.

(ii) The holder of any such participation, other than an Affiliate of the Lender granting
such participation, shall not be entitled to require such Lender to take or omit to take any action
hereunder except with respect to any amendment, modification or waiver that would (A) extend
the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is
not extended beyond the Revolving Commitment Termination Date) in which such participant is
participating or the amortization schedule therefor, or reduce the rate or extend the time of
payment of interest or fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof, or increase the
amount of the participant’s participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory reduction in the
Commitment shall not constitute a change in the terms of such participation, and that an increase
in any Commitment or Loan shall be permitted without the consent of any participant if the
participant’s participation is not increased as a result thereof), (B) consent to the assignment or
transfer by any Loan Party of any of its rights and obligations under this Agreement or (C) release
all or substantially all of the Guarantors or the Collateral under

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 the Security Documents (except as expressly provided in the Loan Documents) supporting the
Loans hereunder in which such participant is participating.

(iii) Each Borrower agrees that each participant shall be entitled to the benefits of Sections
2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to Section 10.06(c); provided, that such participant agrees to be subject to
Sections 2.19 and 2.20 as if it were a Lender; provided, further, that (x) a participant shall not be
entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such participant,
unless the sale of the participation to such participant is made with the Borrower Representative’s
prior written consent and (y) a participant shall not be entitled to the benefits of Section 2.20
unless such participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 as
though it were a Lender; provided, further, that, except as specifically set forth in clause (x) of
this sentence, nothing herein shall require any notice to the Borrower Representative or any other
Person in connection with the sale of any participation. To the extent permitted by law, each
participant also shall be entitled to the benefits of Section 10.04 as though it were a Lender;
provided, that such participant agrees to be subject to Section 2.17 as though it were a Lender. A
participant shall not be entitled to the benefits of Section 2.20 to the extent such participant fails
to comply with Section 2.20(c).

(iv) Each Lender that sells a participation shall, acting solely for this purpose as a non-
fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of
each participant and the principal amounts of each participant’s interest in the Commitments,
Loans and other Obligations under the Loan Documents held by it (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s
interest in any commitments, loans, letters of credit, or its other obligations under any Loan
Document) to any Person except to the extent that such disclosure is necessary to establish that
such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the
United States Treasury Regulations or Section 1.163-5(b) of the United States Proposed Treasury
Regulations (or, in each case, any amended or successor version). The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such Commitments, Loans and other
Obligations under the Loan Documents as the owner thereof for all purposes of this Agreement
notwithstanding any notice to the contrary.

(h) Certain Other Assignments and Participations. In addition to any other assignment or
participation permitted pursuant to this Section 10.06 any Lender may pledge (without the consent of any
Borrower or the Administrative Agent) all or any portion of its Loans, the other Obligations owed by or to
such Lender, and its Notes, if any, to secure obligations of such Lender including to any Federal Reserve
Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular
issued by such Federal Reserve Bank; provided, that no Lender, as between any Borrower and such
Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge;
provided, further, that in no event shall

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the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to
require the assigning Lender to take or omit to take any action hereunder.

(i) Act on the Financial Supervision. In order to comply with the Dutch Financial Supervision Act
(Wet op het financieel toezicht), the amount transferred under this Section 10.06 shall include a portion
outstanding from the European Borrower of at least €100,000 (or its equivalent in other currencies) or
such other amount as may be required from time to time under the Dutch Financial Supervision Act (or
implementing legislation) or if less, the new Lender shall confirm in writing to the Loan Parties that it is a
professional market party (professionele marktpartij) within the meaning of the Dutch Financial
Supervision Act.

Section 10.07 Independence of Covenants, Etc. All covenants, conditions and other terms
hereunder and under the other Loan Documents shall be given independent effect so that if a particular
action or condition is not permitted by any of such covenants, conditions or other terms, the fact that it
would be permitted by an exception to, or would otherwise be within the limitations of, another covenant,
condition or other term shall not avoid the occurrence of a Default or an Event of Default if such action is
taken or condition exists.

Section 10.08 Survival of Representations, Warranties and Agreements. All representations,

warranties and agreements made herein shall survive the execution and delivery hereof and the making of
any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements
of each Loan Party set forth in Sections 2.18(c), 2.19, 2.20, 10.02 and 10.03 and the agreements of
Lenders set forth in Sections 2.17, 9.03(b), 9.06 and 9.09 shall survive the payment of the Loans, the
cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn
thereunder, and the termination hereof.

Section 10.09 No Waiver; Remedies Cumulative. No failure or delay or course of dealing on the
part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any
other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any
default or acquiescence therein, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights,
powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition
to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in
any of the other Loan Documents or any of the Hedge Agreements. Any forbearance or failure to exercise,
and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power
or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such
right, power or remedy. Without limiting the generality of the foregoing, the making of any Credit
Extension shall not be construed as a waiver of any Default or Event of Default, regardless of whether any
Agent, Issuing Bank or Lender may have had notice or knowledge of such Default or Event of Default at
the time of the making of any such Credit Extension.

Section 10.10 Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be
under any obligation to marshal any assets in favor of any Loan Party or any other Person or against or in
payment of any or all of the Obligations under the Loan Documents. To the extent that any Loan Party
makes a payment or payments to the Administrative Agent or Lenders (or to

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the Administrative Agent, on behalf of Lenders), or any Agent or Lenders enforce any security interests or
exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or
setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other
state or federal law, common law or any equitable cause, then, to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or
related thereto, shall be revived and continued in full force and effect as if such payment or payments had
not been made or such enforcement or setoff had not occurred.

Section 10.11 Severability. In case any provision in or obligation hereunder or under any other
Loan Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby (it being understood that the invalidity,
illegality or unenforceability of a particular provision in a particular jurisdiction shall not in and of itself
affect the validity, legality or enforceability of such provision in any other jurisdiction). The parties hereto
shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with
valid, legal and enforceable provisions the economic effect of which comes as close as reasonably
possible to that of the invalid, illegal or unenforceable provisions.

Section 10.12 Obligations Several; Independent Nature of Lenders’ Rights. The obligations of
Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of
any other Lender hereunder. Nothing contained herein or in any other Loan Document, and no action
taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an
association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each
Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce
its rights arising out of this Agreement and it shall not be necessary for any other Lender to be joined as
an additional party in any proceeding for such purpose.

Section 10.13 Table of Contents and Headings. The Table of Contents hereof and Article and
Section headings herein are included herein for convenience of reference only and shall not constitute a
part hereof for any other purpose, modify or amend the terms or conditions hereof, be used in connection
with the interpretation of any term or condition hereof or be given any substantive effect.

Section 10.14 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

Section 10.15 CONSENT TO JURISDICTION. SUBJECT TO CLAUSE (E) OF THE

FOLLOWING SENTENCE, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY
ARISING OUT OF OR RELATING HERETO OR ANY OTHER LOAN DOCUMENT, OR ANY OF
THE OBLIGATIONS, SHALL BE BROUGHT IN ANY STATE OR FEDERAL

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COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.
BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH LOAN PARTY, FOR ITSELF
AND IN CONNECTION WITH ITS PROPERTIES, HEREBY EXPRESSLY AND IRREVOCABLY (A)
ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND
VENUE OF SUCH COURTS (OTHER THAN WITH RESPECT TO ACTIONS BY ANY AGENT IN
RESPECT OF RIGHTS UNDER ANY SECURITY AGREEMENT GOVERNED BY LAWS OTHER
THAN THE LAWS OF THE STATE OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL
SUBJECT THERETO); (B) WAIVES (i) JURISDICTION AND VENUE OF COURTS IN ANY OTHER
JURISDICTION IN WHICH IT MAY BE ENTITLED TO BRING SUIT BY REASON OF ITS
PRESENT OR FUTURE DOMICILE OR OTHERWISE AND (ii) ANY DEFENSE OF FORUM NON
CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN
ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO THE APPLICABLE LOAN PARTY AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 10.01; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE
(C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE
LOAN PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE
CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES
THAT THE AGENTS AND THE LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN
PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE
EXERCISE OF ANY RIGHTS UNDER ANY SECURITY DOCUMENT OR THE ENFORCEMENT
OF ANY JUDGMENT. BY ITS SIGNATURE HEREOF, EACH OF THE EUROPEAN BORROWER
AND HONG KONG BORROWER HEREBY APPOINT THE U.S. BORROWER AS ITS AGENT FOR
SERVICE OF PROCESS.

Section 10.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING
ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF
ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY
RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL
CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY
HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY

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NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL
WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY
EACH OF THE PARTIES HERETO), AND THIS WAIVER WILL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE
OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING
TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Section 10.17 Confidentiality. Each Agent and each Lender (which term shall for the purposes of
this Section 10.17 include the Issuing Bank) shall hold all non-public information regarding the Group
and their businesses identified as such by the Borrower Representative and obtained by such Agent or
such Lender pursuant to the requirements hereof in accordance with such Agent’s and such Lender’s
customary procedures for handling confidential information of such nature, it being understood and
agreed by the Borrower Representative that, in any event, the Administrative Agent may not disclose such
information other than to the Lenders and each Agent, provided, that each Lender may make (i)
disclosures of such information to Affiliates or Related Funds of such Lender or Agent and to its and their
respective officers, directors, employees, representatives, agents and advisors (and to other Persons
authorized by a Lender or Agent to organize, present or disseminate such information in connection with
disclosures otherwise made in accordance with this Section 10.17); provided, that, prior to any disclosure,
such Affiliates, Related Funds, officers, directors, employees, representatives, agents and advisors and
other persons be instructed to preserve the confidentiality of any confidential information relating to the
Loan Parties received by it from any Agent or any Lender, (ii) disclosures of such information reasonably
required by (A) any pledgee referred to in Section 10.06(h), (B) any bona fide or potential assignee,
transferee or participant in connection with the contemplated assignment, transfer or participation of any
Loans or any participations therein, (C) any bona fide or potential direct or indirect contractual
counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to any
Borrower and its obligations or (D) any direct or indirect investor or prospective investor in a Related
Fund; provided, that such pledgees, assignees, transferees, participants, counterparties, advisors and
investors are advised of and agree to be bound by either the provisions of this Section 10.17 or other
provisions at least as restrictive as this Section 10.17, (iii) disclosure to any rating agency when required
by it; provided, that, prior to any disclosure, such rating agency be instructed to preserve the
confidentiality of any confidential information relating to the Loan Parties received by it from any Agent
or any Lender, (iv) disclosures in connection with the exercise of any remedies hereunder or under any
other Loan Document and (v) disclosures required or requested by any governmental agency or
representative thereof or by the NAIC or pursuant to legal or judicial process; provided, that unless
specifically prohibited by applicable law or court order, each Lender and each Agent shall make
reasonable efforts to notify the Borrower Representative of any request by any governmental agency or
representative thereof (other than any such request in connection with any examination of the financial
condition or other routine examination of such Lender by such governmental agency) for disclosure of
any such non-public information prior to disclosure of such information. In addition, each Agent and each
Lender may disclose the existence of this Agreement and the information about this Agreement to market
data collectors, similar services providers to the lending industry,

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and service providers to the Agents and the Lenders in connection with the administration and
management of this Agreement and the other Loan Documents.

Section 10.18 Usury Savings Clause. Notwithstanding any other provision herein, the aggregate
interest rate charged with respect to any of the Obligations under the Loan Documents, including all
charges or fees in connection therewith deemed in the nature of interest under applicable law, shall not
exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding
sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of
the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest
due hereunder equals the amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect; provided, that in no event shall the
amount paid pursuant hereto be in excess of the amount of interest that would have been due if the stated
rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans
made hereunder are repaid in full the total interest due hereunder (taking into account the increase
provided for above) is less than the total amount of interest which would have been due hereunder if the
stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent
permitted by law, such Borrower shall pay to the Administrative Agent an amount equal to the difference
between the amount of interest paid and the amount of interest which would have been paid if the Highest
Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders
and each Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts
for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate,
then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s
option be applied to the outstanding amount of the Loans made hereunder or be refunded to the applicable
Borrower.

Section 10.19 Counterparts. This Agreement may be executed in any number of counterparts
(and by different parties hereto on different counterparts), each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the same
instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or
other electronic transmission will be effective as delivery of an original executed counterpart thereof.

Section 10.20 Effectiveness; Entire Agreement; No Third Party Beneficiaries. This Agreement
shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt
by the Borrowers and the Administrative Agent of written notification of such execution and authorization
of delivery thereof. This Agreement, the other Loan Documents and any commitment or fee letter entered
into in connection with this Agreement represent the entire agreement of the Group, the Agents, the
Issuing Bank, the Swing Line Lender, the Arrangers, the Bookrunners and the Lenders with respect to the
subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties
by any Agent, Issuing Bank, Swing Line Lender, Arranger, Bookrunner or Lender relative to the subject
matter hereof or thereof not expressly set forth or referred to herein or in the other Loan Documents.
Nothing in this Agreement, in the other Loan Documents or as a result of any applicable laws, express or
implied, shall be construed to confer upon any Person (other than the parties hereto and thereto, their
respective successors and assigns permitted hereunder and, to the extent expressly contemplated

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hereby, Affiliates of each of the Agents and Lenders, holders of participations in all or any part of a
Lender’s Commitments, Loans or in any other Obligations under the Loan Documents, and the
Indemnitees) any rights, remedies, obligations, claims or liabilities under or by reason of this Agreement,
the other Loan Documents or any law of any jurisdiction which purports to confer such rights, remedies,
obligations, claims or liabilities. In the event of any conflict between the provisions of this Agreement and
those of any other Loan Document, the provisions of this Agreement shall control; provided that the
inclusion of supplemental rights or remedies in favor of any Agent, the Issuing Bank or the Lenders in any
other Loan Document shall not be deemed a conflict with this Agreement.

Section 10.21 PATRIOT Act; Beneficial Ownership. Each Lender and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the
requirements of the PATRIOT Act and the Beneficial Ownership Regulation, it is required to obtain,
verify and record information that identifies each Loan Party, which information includes the name and
address of each Loan Party and other information that shall allow such Lender or the Administrative
Agent, as applicable, to identify such Loan Party in accordance with the PATRIOT Act and the Beneficial
Ownership Regulation.

Section 10.22 “Know Your Customer” Checks. If in connection with (a) the introduction of or
any change in (or in the interpretation, administration or application of) any law or regulation made after
the date hereof, (b) any change in the status of a Loan Party after the date hereof, (c) the addition of any
Guarantor pursuant to Section 5.10 or Section 7.01(b) or (d) any proposed assignment or transfer by a
Lender of any of its rights and obligations under this Agreement to a party that was not previously a
Lender hereunder, the Administrative Agent or any Lender (or, in the case of clause (d) above, any
prospective Lender) requires additional information in order to comply with “know your customer” or
similar identification procedures, each Loan Party shall, promptly upon the request of the Administrative
Agent or such Lender, provide such documentation and other evidence as is reasonably requested by the
Administrative Agent (for itself or on behalf of any Lender) or such Lender (for itself or, in the case of the
event described in clause (d) above, on behalf of any prospective Lender) in order for the Administrative
Agent, such Lender or such prospective Lender 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.

Section 10.23 Electronic Execution. The words “execution,” “signed,” “signature,” and words of
like import in any Assignment Agreement or Loan Document shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as an original executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 10.24 No Fiduciary Duty. Each Agent, each Lender, each Arranger, each Bookrunner,
each Issuing Bank, the Swing Line Lender and their respective Affiliates (collectively, solely for purposes
of this paragraph, the “Lenders”), may have economic interests

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that conflict with those of each Borrower, its stockholders and/or its Affiliates. Each Borrower agrees that
nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency
relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Borrower,
its stockholders or its Affiliates, on the other. The Loan Parties acknowledge and agree that (i) the
transactions contemplated by the Loan Documents (including the exercise of rights and remedies
hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one
hand, and the Borrowers, on the other, and (ii) in connection therewith and with the process leading
thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Borrower, its
stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights
or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has
advised, is currently advising or will advise any Borrower, its stockholders or its Affiliates on other
matters) or any other obligation to any Borrower except the obligations expressly set forth in the Loan
Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any
Borrower, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and
agrees that such Borrower has consulted its own legal and financial advisors to the extent it deemed
appropriate and that it is responsible for making its own independent judgment with respect to such
transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Lender
has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the
Borrower, in connection with such transaction or the process leading thereto.

Section 10.25 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder or any other Loan Document in one currency into another
currency, the rate of exchange used shall be that at which in accordance with normal banking procedures
the Administrative Agent could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment in given. The obligation of any Borrower or Guarantor in respect
of such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan
Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that
in which such sum is denominated in accordance with the applicable provisions of this Agreement (the
“Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by
the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative
Agent may in accordance with normal banking procedures purchase the Agreement Currency with the
Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally
due to the Administrative Agent from the applicable Borrower or Guarantor in the Agreement Currency,
such Borrower or Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.
If the amount of the Agreement Currency so purchased is greater than the sum originally due to the
Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any
excess to such Borrower or Guarantor (or to any other Person who may be entitled thereto under
applicable law).

Section 10.26 Acknowledgment and Consent to Bail-In of EEAAffected Financial

Institutions.

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 Notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding between the parties hereto, each party hereto acknowledges that any
liability of any EEAAffected Financial Institution under any Loan Document, to the extent such liability is
unsecured, may be subject to the Write-Down and Conversion Powers of an EEAthe applicable
Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEAthe applicable
Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party
hereto that is an EEAAffected Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) (c) a reduction in full or in part or cancellation of any such liability;

(ii) (d) a conversion of all, or a portion of, such liability into shares or other instruments of
ownership in such EEAAffected Financial Institution, its parent entity, or a bridge institution that
may be issued to it or otherwise conferred on it, and that such shares or other instruments of
ownership will be accepted by it in lieu of any rights with respect to any such liability under this
Agreement or any other Loan Document; or

(iii) (e) the variation of the terms of such liability in connection with the exercise of the
Write-Down and Conversion Powers of any EEAthe applicable Resolution Authority.

Section 10.27 Acknowledgement Regarding Any Supported QFCs.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for
Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit
Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with
respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit
Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together
with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such
Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the
Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of
New York and/or of the United States or any other state of the United States):

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”)
becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported
QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such
Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer
would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit
Support (and any such interest, obligation and rights in property) were governed by the laws of the United
States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered
Party becomes subject to a proceeding

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under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise
apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered
Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under
the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the
laws of the United States or a state of the United States. Without limitation of the foregoing, it is
understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in
no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit
Support.

(b) As used in this Section 10.27, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted
in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance
with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be
interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

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 EXHIBIT B

Amended Exhibit C

[EXCLUDED FROM SEC FILING]

Exhibit B