第1號執行版本修正案本修正案第1號(本《協議》)於2023年5月3日由STERIS PLC(根據愛爾蘭法律成立的公共有限公司)、STERIS Limited(根據英格蘭和威爾士法律成立的私人有限公司)、STERIS Corporation、俄亥俄州的一家公司(STERIS Corporation)、STERIS愛爾蘭金融有限公司、根據愛爾蘭法律成立的上市無限公司(STERIS愛爾蘭FinCo)、以及STERIS plc、STERIS Limited和STERIS Corporation簽訂每個都是借款人)，摩根大通銀行，N.A.，作為行政代理(以該身份，“行政代理”)和每個實體作為貸款方(定義如下)。摘要鑑於借款人、不時的擔保人、不時的貸款人(“貸款人”)和行政代理是截至2021年3月19日的定期貸款協議(在本協議日期前不時修訂、修改、延長、重述、替換或補充的“信貸協議”和經本協議修訂的“經修訂的信貸協議”)的一方；鑑於信貸協議項下的若干貸款(“貸款”)產生或獲準產生利息、手續費或其他金額，利息、費用或其他金額基於洲際交易所基準管理機構根據信貸協議的條款管理的倫敦銀行間同業拆借利率；而根據第9節的規定。因此，現在，考慮到本協議所載的前提和相互契諾，併為了其他良好和有價值的代價，本協議各方同意如下：1.界定的術語。此處使用但未另有定義的大寫術語應具有經修訂的信貸協議中為此類術語提供的含義。2.對信貸協議的修訂。(A)現對《信貸協議》進行修改，以刪除刪節文本(以與以下實例相同的方式在文本上表示：刪節文本)，並增加雙下劃線文本(以與以下示例相同的方式在文本上表示：雙下劃線文本)，如本合同附件A所示。(B)在修訂生效日期，現修訂信貸協議附表二，將行政代理的通知信息替換為：摩根大通銀行，N.A.131 S迪爾伯恩街，伊利諾伊州芝加哥04樓，60603-5506 2注意：貸款和代理服務電子郵件：jpm.agency.cri@jpmgan.com代理預扣税查詢：電子郵件：Agency。Ax.reporting@jpmgan.com Agency Compliance/Financials/Intralinks：電子郵件：covenant.Compliance@jpmchee.com 3.先決條件。本協議的有效性取決於下列各項條件的滿足(所有這些條件的滿足日期，“修訂生效日期”)：(A)行政代理(或其律師)應在本協議生效之日從每一借款人、每一擔保人、每一行政代理和每一貸款人那裏收到代表該當事各方簽署的本協議副本(可包括通過傳真或其他電子傳輸方式(例如，“pdf”)交付本協議的經簽署的簽名頁)。(B)行政代理應在修訂生效日期或之前收到根據修訂信貸協議須由借款人償還的所有費用的付款，且發票已在修訂生效日期前至少兩(2)個工作日提交給借款人(包括向行政代理支付所有合理和有據可查的律師費用)。4.申述及保證。貸款當事人向行政代理聲明並保證，自修訂生效之日起。5.重申；對貸款文件的引用和效力。(A)自修訂生效日期起及之後，除文意另有所指外，信貸協議內凡提及“本協議”、“本協議”或類似含義的詞語，以及其他貸款文件中提及的“信貸協議”、“其下”、“其”或類似含義的詞語，均指經修訂信貸協議。本協議是一份貸款文件。

3(B)貸款文件和借款人在貸款文件下的義務現予批准和確認，並應根據其條款保持完全效力和效力。(C)每一貸款方(I)承認並同意本協議的所有條款和條件，(Ii)確認其在貸款文件下的所有義務，(Iii)同意本協議和所有與本協議相關的文件不起到通知或履行其在貸款文件下的義務的作用。(D)除本協議明確規定外，本協議的執行、交付和效力不應視為放棄任何貸款人或行政代理在任何貸款文件下的任何權利、權力或補救措施，也不構成對任何貸款文件任何規定的放棄。(E)如果本協議的條款與信貸協議或其他貸款文件的條款有任何衝突，應以本協議的條款為準。6.適用法律；司法管轄權；同意送達法律程序文件；放棄陪審團審訊等(A)本協定應按照紐約州的法律解釋並受其管轄，而不考慮該協定的法律衝突原則，只要該等原則會導致適用另一州的法律。(B)本合同各方在此同意信貸協議第9.15條所述的內容，如同該條已在本協議中詳細説明一樣。7.修訂；標題；可分割性。除非根據行政代理簽署的書面文件，否則不得修改本協議，也不得放棄本協議的任何規定。此處使用的章節標題僅供參考，不是本協議的一部分，不影響本協議的解釋或在解釋本協議時予以考慮。本協議的任何條款在任何司法管轄區被認定為無效、非法或不可執行，在該司法管轄區內，在該無效、非法或不可執行性範圍內無效，而不影響本協議其餘條款的有效性、合法性和可執行性，並且特定條款在特定司法管轄區的無效不應使該條款在任何其他司法管轄區失效。雙方應努力通過善意談判，將無效、非法或不可執行的規定替換為經濟效果與無效、非法或不可執行的規定儘可能接近的有效規定。8.對應方的執行。本協議可一式兩份簽署，每份副本應視為正本，但所有副本一起構成同一份文書。通過傳真、電子郵件PDF或任何其他電子方式交付本協議簽署頁的已簽署副本，以複製實際已執行簽名頁的圖像，應與交付手動簽署的本協議副本一樣有效。在與本協議和本協議擬進行的交易相關的任何文件中或與本協議相關的任何文件中或與本協議和本協議所擬進行的交易有關的詞語中，“籤立”、“簽署”、“簽署”、“交付”和“交付”一詞應被視為包括電子簽名、交付或以電子形式保存記錄，在任何適用法律(包括《聯邦全球和國家商業法》)所規定的範圍和範圍內，每一項都應與手動簽署、實際交付或使用紙質記錄保存系統具有相同的法律效力、有效性或可執行性。《紐約州電子簽名和記錄法案》，或基於《統一電子交易法案》的任何其他類似的州法律；但本條例的任何規定均不得要求行政機關在未經其事先書面同意的情況下接受任何形式或格式的電子簽名。9.通知。本合同項下的所有通知應按照信貸協議第9.02節的規定發出。10.某些現有的倫敦銀行同業拆息借款。為免生疑問及即使經修訂信貸協議有任何相反規定，在任何情況下，根據信貸協議的條款(在本修訂生效前)，在信貸協議下未償還的歐洲貨幣利率墊款可繼續未償還，直至修訂生效日期生效的適用利息期的最後一天為止，而該等歐洲貨幣利率墊款隨後可於該利息期的最後一天轉換為定期基準墊款(定義見經修訂信貸協議)。[故意將頁面的其餘部分留空]

[第1號修正案的簽名頁]本協議的每一方均已使本協議的副本在上文第一次寫明的日期正式簽署和交付。借款人和擔保人：/S/邁克爾·J.託基奇姓名：高級副總裁兼首席財務官斯特里斯有限公司，借款人和擔保人：/S/邁克爾·J.託基奇名稱：董事作為借款人和擔保人/S/邁克爾·J·託基奇姓名：邁克爾·J·託基奇名稱：高級副總裁和首席財務官斯特里斯愛爾蘭金融有限公司，借款人和擔保人：S/邁克爾·J·託維奇姓名：邁克爾·J·託維奇標題：董事[第1號修正案的簽名頁]姓名：愛德華多·洛佩茲·佩羅名稱：愛德華多·洛佩茲·佩羅標題：副總裁

[第1號修正案的簽名頁]姓名：H.希望沃克姓名：H.希望沃克標題：高級副總裁PNC銀行作為貸款人：S/約瑟夫·G·莫蘭姓名：約瑟夫·G·莫蘭標題：高級副總裁

3.花旗銀行作為貸款人：/S/Ciok姓名：Kevin Ciok標題：副總裁三井住友銀行，作為貸款人：/S/辛迪·輝姓名：Cindy Hwee標題：董事

美國銀行全國協會作為貸款人：/S/湯姆·普利德曼姓名：湯姆·普利德曼姓名：高級副總裁德勤資本有限責任公司作為貸款人：/S/克里斯蒂·Li姓名：克里斯蒂·Li標題：高級副總裁作者：/S/達尼婭·希內迪姓名：達尼亞·希內迪

關鍵銀行全國協會作為貸款人：S/Alyssa Suckow姓名：Alyssa Suckow標題：副總裁滙豐銀行美國，N.A.作為貸款人：S/安德魯·賴斯姓名：安德魯·賴斯標題：副總裁

[第1號修正案的簽名頁]Svenska Handelsbanken AB(Publ)，紐約分行，作為貸款人：/S/馬克·埃米特姓名：馬克·埃米特標題：副總裁作者：S/南希·德阿爾伯特姓名：南希·德阿爾伯特標題：副總裁第五第三銀行，全國銀行協會，作為貸款人/S/納撒尼爾·E·謝爾姓名：納撒尼爾·E·謝爾標題：管理董事

[第1號修正案的簽名頁]多倫多道明銀行紐約分行作為貸款人：S/Mike姓名：Mike姓名：授權簽字人富國銀行，N.A.作為貸款人：/S/安德里亞S姓名：安德里亞S陳

[第1號修正案的簽名頁]貸款人：北方信託公司作者：S/安德魯·D·霍爾茨姓名：安德魯·D·霍爾茨[第1號修正案的簽名頁]亨廷頓國家銀行作為貸款人：S/K·安德魯·提貝裏-華納姓名：K·安德魯·提貝裏-華納標題：副總裁

附件A執行版本執行版本附件A第1號修正案執行版本附件A截至2021年3月19日，STERIS PLC作為借款人，STERIS Limited作為借款人，STERIS Corporation作為借款人，STERIS愛爾蘭金融有限公司作為借款人，STERIS愛爾蘭金融有限公司作為借款人，各種金融機構作為貸款人，摩根大通大通銀行作為行政代理，花旗銀行，N.A.和PNC Capital Markets LLC作為辛迪加代理桑坦德銀行和三井住友銀行作為共同文件代理美國銀行全國協會、DNB Capital LLC和KeyBank National Association作為高級管理代理JPMorgan Chase Bank，N.A.，BofA Securities，Inc.，Citibank，N.A.和PNC Capital Markets LLC，

2作為聯合首席安排人和聯合簿記管理人I目錄第1頁文章I定義和會計術語........................................................1第1.01節某些定義的術語...................................................................................1第1.02節時間段..................................................................的計算3837第1.03節會計術語....................................................................................第1.04節一般術語.......................................................................................3938第1.05條[已保留].................................................................................................3938第1.06節貨幣換算..............................................................................第3938條第1.07節.......................................................................................................39第1.08節利率；倫敦銀行間同業拆借利率基準通知.....39第II條墊款的數額和條款......第2.01條提升..................................................................................................第2.02節預付款...............................................................................4140第2.03條[已保留].................................................................................................4241第2.04條[已保留].................................................................................................4241第2.05條[已保留].................................................................................................4241第2.06條費用...............................................................................................................42第2.07節終止或減少承諾.....................4342第2.08節墊款的償還...........................................................................4443第2.09節墊款利息................................................................................4443第2.10節利率決定......................................................................4544第2.11節預付款............................................................的可選轉換4847第2.12節可選預付預付款.........................................................4847第2.13節增加的成本.........................................................................................第4948條第2.14條非法....................................................................................................5049第2.15條付款和計算....................................................................第2.16條税項.............................................................................................................51第2.17節分享付款等.............................................................................60第2.18節收益的使用........................................................................................第2.19節債務證據......................................................................................6160第2.20條違約貸款人...................................................................................6261第2.21節緩解.................................................................................................第2.22節增值税..............................................................................................................63第III條生效和結束的條件......第3.01節生效日期...................................................之前的條件第3.02節截止日期......................................................之前的條件6665第四條陳述和保證.....................................................68第4.01節陳述和保證...................................................................68第五條公約.....................................................................................................7372

第二節第5.01節肯定公約.............................................................................第5.02條負面公約..................................................................................7877第5.03條金融契諾.................................................................................8483第5.04節在生效日期至截止日期之間對行政代理及貸款人的訴訟的限制.....................84第六條...................................................................................違約事件8584第6.01節默認......................................................................................事件第八十五條第七條代理人..................................................................................................8786第7.01節授權和操作.........................................................................8786第7.02節單獨管理代理...............................................................87第7.03條行政代理人的職責；免責條文......8887第7.04節由管理代理...........................................................提供的可靠性8988第7.05條職責轉授.....................................................................................89第7.06節行政代理...........................................................的辭職89第7.07節對行政代理和其他貸款人的不信賴；確認....................................................................................9190第7.08節其他代理.............................................................................................9291第7.09節ERISA的某些事項.................................................................................92第八條保證......................................................................................................93第8.01節擔保.......................................................................................................93第8.02節無終止........................................................................................第8.03條擔保人.........................................................................的豁免權9493第8.04條代位權...............................................................................................9493第8.05節免責辯護......................................................................................94第8.06節用盡其他不需要的補救措施..............................................95第8.07節加速停頓.....................................................................................95第8.08節釋放擔保..............................................................................9695第8.09節保證限制....................................................................................96第九條雜項..........................................................................................97969.01條修訂等.....................................................................................9796第9.02條公告等...................................................................................................98第9.03條沒有放棄；補救措施.............................................................................10099第9.04節費用和費用....................................................................................第9.05條抵銷權............................................................................................第9.06節具有約束力的............................................................................................第9.07節作業和參與..................................................................第9.08節機密性............................................................................................107第9.09條[已保留]...................................................................................................第9.10節適用法律...........................................................................................第9.11節在對應..........................................................................中的執行第9.12條司法管轄權等..........................................................................................第109條第9.13條《愛國者法令公告》.......................................................................................第9.14節無諮詢或受託責任...................................................110 III第9.15節放棄陪審團審判.............................................................................111110第9.16節貨幣兑換...........................................................................111第9.17條[已保留]...................................................................................................第9.18節承認和同意受影響金融機構的自救..................................................................................................111

附表一--承付款附表二--行政代理人辦公室；通知的某些地址附表4.01(F)-法律訴訟附表5.01(I)-關聯交易附表5.02(A)-留置權附表5.02(E)-附屬債務附表A-借款通知書表格附件B-轉讓和承兑表格附件C-1-税務合格證書表格附件C-2-税務合格證書表格C-3-税務合格證書表格C-4-税務合格證書表格D-擔保人加入協議格式本定期貸款協議(以下簡稱《協議》)日期為3月19日，2021是下列公司之一：STERIS plc，一家根據愛爾蘭法律成立的上市有限公司(“STERIS plc”)，作為借款人和擔保人；STERIS Limited，一家根據英格蘭和威爾士法律成立的私人有限公司(前身為STERIS plc，一家根據英格蘭和威爾士法律成立的上市有限公司)(“STERIS Limited”)，作為借款人和擔保人；STERIS Corporation，一家俄亥俄州公司(“STERIS Corporation”)，作為借款人和擔保人；STERIS愛爾蘭金融有限公司，一家根據愛爾蘭法律成立的上市無限公司(“STERIS愛爾蘭FinCo”)，作為借款人和擔保人，不時作為本協議當事人的其他擔保人(定義如下)，作為本協議當事人的貸款人(定義如下)，以及作為貸款人的行政代理的摩根大通銀行(連同根據第七條指定的任何繼任者，包括貸款人的任何適用的指定附屬公司(包括但不限於摩根大通股份公司)，即“行政代理”)。鑑於，STERIS plc打算根據日期為2021年1月12日的特定協議和合並計劃，在STERIS plc、STERIS plc方的某些子公司、目標方和目標方的某些子公司之間(日期為2021年3月1日的協議和合並計劃的特定修正案進行修訂，並經日期為2021年3月1日的協議和合並計劃的某些合併協議和計劃修改)，直接或間接地收購特拉華州的Cantel醫療公司(目標)的全部股權。修改、補充或放棄《收購協議》)；鑑於借款人已要求貸款人提供初始本金為750,000,000美元的延遲提取定期貸款信貸安排，且貸款人願意按本協議所載條款和條件這樣做，所得款項將用於(A)為收購協議項下的部分現金購買價格提供資金，(B)為Target及其附屬公司的某些現有債務進行再融資、預付、償還、贖回、解除或抵銷，(C)支付借款人或其任何附屬公司因交易而產生的全部或部分成本及/或(D)作一般企業用途及營運資金需要。考慮到這一點，雙方同意如下：第一條定義和會計術語第1.01節某些定義的術語。在本協議中使用的下列術語應具有以下含義(這些含義同樣適用於所定義術語的單數和複數形式)：“承認方”具有第9.18節中規定的含義。

2“收購”一詞的含義與本協議的獨奏部分所載含義相同。“收購協議”具有本協議摘錄中所闡述的含義。“調整後每日簡單RFR”指就任何RFR預付款而言，相當於(A)每日簡單RFR加(B)0.10%的年利率；但如果如此確定的調整後每日簡單RFR將低於下限，則該利率應被視為本協定的下限。“調整後期限SOFR利率”是指，就任何利息期間的任何期限基準預付款而言，相當於(A)該利息期間的期限SOFR利率加上(B)0.10%的年利率；但如果如此確定的調整後期限SOFR利率將低於下限，則該利率應被視為本協議的下限。“行政代理”具有本協議各方陳述中規定的含義。“行政代理人辦公室”是指行政代理人的地址和(如適用)附表II所列的帳户，或行政代理人可能不時通知借款人和貸款人的其他地址或帳户。“行政調查問卷”是指行政代理提供的形式的行政調查問卷。“預付款”是指根據第2.01節支付的預付款。“受影響的金融機構”指(A)任何歐洲經濟區金融機構或(B)任何英國金融機構。就任何人而言，“附屬公司”是指直接或間接控制、由該人控制或與該人共同控制的任何其他人。就本定義而言，術語“控制”(包括術語“控制”、“控制”和“受共同控制”)是指直接或間接擁有直接或間接地指導或導致指導該人的管理層和政策的權力，無論是通過擁有表決權股票、合同還是其他方式。“代理方”具有第9.02(C)節規定的含義。“代理人”統稱為行政代理人、聯合牽頭安排人、每個辛迪加代理人、每個共同文件代理人和每個高級管理代理人。“協議”具有本協議導言中規定的含義。“協議貨幣”的含義見第9.16節。3“第1號修正案”是指本協議的某些第1號修正案，日期為2023年5月3日，由貸款方、貸款方和作為行政代理人的摩根大通銀行進行。“附屬文件”的含義如第9.11節所述。“反腐敗法”具有第4.01節規定的含義(S)。“適用債權人”的含義見第9.16節。“適用貸款辦公室”指，就任何貸款人而言，在其行政調查問卷中或在其成為貸款人所依據的轉讓和承兑書中指定為其“適用貸款辦公室”或類似概念的該貸款人的辦事處，或該貸款人不時向借款人和行政代理指定的該貸款人的其他辦事處、分支機構、子公司或附屬機構。“適用保證金”是指在下列相應標題下所列的年利率，其依據的是自下列日期起生效的水平：債務評級S/穆迪/惠譽適用歐洲貨幣利率適用保證金期限基準墊款和RFR墊款適用保證金1級A-/A3/A-或更高1.000%0.000%2級bbb+/baa1/bbb+1.125%0.125%3級bbb/baa2/bbb 1.250%0.250%4級bbb-/baa3/bbb-1.500%0.500%5級BB+/BA1/BB+1.750%0.750%6級BB/BA2/BB或低於2.000%1.000%(I)如果S、穆迪和惠譽中的兩個或兩個以上建立的債務評級應在同一水平內，則適用的保證金應參考該水平確定；(Ii)如果S、穆迪和惠譽均不具有有效的債務評級，則每個評級機構應被視為已建立6級債務評級；。(Iii)如果S、穆迪和惠譽中只有一傢俱有有效的債務評級，適用的保證金應參考該債務評級所處的水平來確定；(Iv)如果S、穆迪和惠譽建立或被視為已經建立的債務評級各自屬於不同的水平，則適用的邊際應以三個債務評級中最高的一個為基礎，除非三個債務評級中至少有一個債務評級比其他一個或多個債務評級低兩個或兩個以上，在這種情況下，適用的邊際應參考三個債務評級中最高的下一個水平確定；(V)如果S、穆迪和惠譽中只有兩個實際上具有債務評級，並且該等債務評級應屬於不同的級別，則適用的邊際應以兩個債務評級中較高的一個為基礎，除非兩個債務評級中的一個比另一個低兩個或兩個以上，在這種情況下，適用的邊際應參考較低的債務評級的下一個級別確定

4這兩個債務評級；及(Vi)如果S、穆迪和惠譽確立或被視為已經建立的債務評級發生變化(除非由於S、穆迪或惠譽評級體系的變化(視情況而定))，該變化應自適用的評級機構首次宣佈之日起生效，無論報告實體何時根據本協議或其他規定將該變化通知行政代理和貸款人。適用保證金的每一變化應適用於自該變更生效之日起至下一變更生效日期前一日止的期間。如果S、穆迪或惠譽的評級體系發生變化，或任何該等評級機構將停止對公司債務進行評級的業務，報告實體和貸款人應真誠協商修改本協議中所載“適用保證金”的定義，以反映該評級體系的變化或該評級機構無法進行債務評級的情況，在任何此類修訂生效之前，適用保證金應參考在該變更或停止之前最近生效的債務評級來確定。“適用最低金額”是指等於5,000,000美元或超出1,000,000美元的整數倍的金額。“轉讓和承兑”是指貸款人和受讓人簽訂並由行政代理接受的轉讓和承兑，實質上以本合同附件B的形式。10.“自救行動”是指適用的決議機構對受影響的金融機構的任何負債行使任何減記和轉換權力。“自救立法”是指：(A)就執行歐洲議會和歐盟理事會指令2014/59/EU第55條的任何歐洲經濟區成員國而言，歐盟自救立法附表中不時描述的針對該歐洲經濟區成員國的實施法律、法規或要求；(B)就英國而言，指英國《2009年聯合王國銀行法》(經不時修訂)和適用於聯合王國的任何其他與解決不健全或破產銀行有關的法律、法規或規則，投資公司或其他金融機構或其關聯公司(通過清算、管理或其他破產程序以外)。“基本利率”是指任何一天的年利率，相當於(A)NYFRB利率加1%的1/2，(B)由北卡羅來納州摩根大通銀行不時公開宣佈為其“最優惠利率”的該日的有效利率，以及(C)在該日之前兩個美國政府證券營業日(或如果該日不是美國政府證券營業日，在緊接美國政府證券營業日之前)加1.00%，但如果如此確定的基本利率將低於1%，則該利率在計算該利率時應被視為1%。就本定義而言，任何一天的調整期限SOFR利率應以期限SOFR參考利率為基礎，在大約5：00 a。當天的芝加哥時間(或CME術語SOFR管理人在術語SOFR參考匯率方法中指定的術語SOFR參考匯率的任何修訂發佈時間)。由於“最優惠利率”、NYFRB利率或調整後期限SOFR利率的變化而引起的基本利率的任何變化，應自“最優惠利率”、NYFRB利率或調整後期限SOFR利率的變化生效之日起生效。最優惠利率是摩根大通銀行根據包括摩根大通銀行、S銀行的成本和預期收益、一般經濟狀況和其他因素在內的各種因素而設定的利率，用作某些貸款定價的參考基準，這些貸款的定價可能是該公佈的利率，也可能高於或低於該公佈的利率。如果根據第2.10節將基本利率用作替代利率，則基本利率應為上述(A)和(B)項中的較大者，並且應在不參考上述(C)項的情況下確定。為免生疑問，如果根據上述規定確定的基本利率將低於1%，則就本協議而言，該利率應被視為1%。“基本利率預付款”是指第2.09(A)(I)節規定的計息預付款。“基準”最初指的是倫敦銀行間同業拆借利率調整後的期限SOFR利率；如果基準轉換事件、期限SOFR轉換事件或提前選擇(視情況而定)與LIBO調整後期限SOFR利率或當時的基準發生相關的基準替換日期，則“基準”是指適用的基準替換，前提是該基準替換已根據第2.10節(E)或(H)款的規定替換了該先前基準利率。“基準替換”是指，對於任何可用的基準期，行政代理可以為適用的基準替換日期確定以下順序中所列的第一個替換：(1)(A)術語SOFR和(B)相關基準替換調整的總和[保留區](2)(A)經調整的每日簡單SORFR和(B)相關基準替換調整的總和；及(3)以下各項的總和：(A)行政代理和借款人為適用的相應期限選擇替代當前基準的替代基準利率，同時適當考慮(I)有關政府機構對替代基準利率或確定該利率的機制的任何選擇或建議，或(Ii)為確定替代基準利率而制定的任何不斷演變的或當時盛行的市場慣例。

。第1.06節貨幣換算。為確定是否符合第V條(第5.03節除外，應根據用於編制與該測試日期有關的適用財務報表的外匯匯率)和第VI條的規定，就美元以外的任何金額而言，金額應被視為在發生或處置該等金額或作出該等未能支付的判決或命令之日前三個工作日內，按該貨幣對美元的有效即期匯率確定的美元等值金額。第1.07節劃分。就貸款文件下的所有目的而言，與特拉華州法律(或不同司法管轄區法律下的任何類似事件)下的任何分割或分割計劃有關：(A)如果任何人的任何資產、權利、義務或債務成為另一人的資產、權利、義務或債務，則應被視為已從原始人轉移到後繼人，以及(B)如果有任何新人存在，該新人應被視為在其存在的第一天由當時其股權持有人組織和收購。第1.08節利率；LIBORBenchmark通知。歐洲貨幣利率墊款的利率是參考倫敦銀行同業拆息(LIBOR)得出的LIBO利率而釐定的。倫敦銀行間同業拆借利率旨在代表提供貸款的銀行在倫敦銀行間市場上相互獲得短期借款的利率。2021年3月5日，英國美元LIBOR設置將永久停止；2023年6月30日之後，隔夜和12個月美元LIBOR設置的發佈將永久停止；2021年12月31日之後，1個月、3個月和6個月日元LIBOR設置以及1個月、3個月和6個月英鎊LIBOR設置將停止提供，或在FCA諮詢後，以改變的方法(或“合成”)提供，不再代表它們打算衡量的基本市場和經濟現實，其代表性將不會恢復；緊接着2023年6月30日之後，1個月、3個月和6個月期美國國債。將停止提供美元LIBOR設置，或根據FCA對此案的考慮，提供綜合基礎上的設置，不再代表它們打算衡量的基礎市場和經濟現實，代表性將不會恢復。不能保證FCA宣佈的日期不會改變，也不能保證LIBOR的管理人和/或監管機構不會採取可能影響LIBOR的可用性、組成或特徵或發佈LIBOR的貨幣和/或期限的進一步行動。本協議的每一方應諮詢其各自的顧問，以隨時瞭解任何此類事態發展。目前，公共和私營部門的行業舉措正在進行，以確定新的或替代的參考利率，以取代倫敦銀行間同業拆借利率。監管機構已經表示，需要對其中一些利率基準使用替代基準參考利率，因此，這些利率基準可能不再符合適用的法律和法規，可能永久停產，和/或計算基準可能會改變。在發生基準轉換事件、期限SOFR轉換事件或提前選擇加入選舉時，第2.10節為基準轉換事件、期限轉換事件或早期選擇加入選舉提供了確定替代利率的機制。行政代理將根據第2.10節的規定，及時通知借款人歐洲貨幣利率Term基準預付款利率所依據的參考利率的任何變化。10)基準利率轉換事件、期限SOFR轉換事件或提前選擇加入選舉時，以及(Ii)實施符合第2.10節的變化的任何基準替換參考利率，包括但不限於，任何該等替代、後續或替換參考利率的組成或特徵是否將與被替換的倫敦銀行間同業拆借利率相似，或產生與被替換的現有利率相同的價值或經濟等價性，或具有與倫敦銀行間同業拆借利率在任何現有利率中斷或不可用之前提供的相同數量或流動性。行政代理及其附屬公司和/或其他相關實體可參與影響本協議中使用的任何利率或任何替代、後續或替代利率(包括任何基準替代)和/或任何相關調整的計算的交易，在每種情況下，都可能以對借款人不利的方式進行。行政代理可根據本協議的條款選擇合理的信息來源或服務，以確定本協議中使用的任何利率、其任何組成部分或其定義中引用的利率，並且不對借款人、任何貸款人或任何其他個人或實體承擔任何類型的損害責任，包括直接或間接、特殊、懲罰性、附帶或後果性損害、成本、損失或支出(無論是在侵權、合同或其他方面，也無論是在法律上還是在衡平法上)，對於任何此類信息來源或服務提供的任何此類利率(或其組成部分)的任何錯誤或計算，行政代理不承擔任何責任。第二條墊款的數額和條款第2.01款墊款。只有在符合第3節規定的條件的情況下。一旦貸款人墊付任何款項，貸款人的承諾額將永久性地減少

44點上漲。根據第2.01節借入的預付款和預付或償還的預付款不得再借入。第2.02節墊款(A)。(A)每次借款應由借款人在(1)擬借款日期之前的第三個美國政府證券營業日(如借款由歐洲貨幣利率Term基準墊款或(2)擬借款日期(如借款由基本利率墊款組成))在上午11：30(紐約市時間)之前通知行政代理，行政代理應通過電傳或其他電子通信將有關通知迅速通知各貸款人。每份借款通知(“借款通知”)均須以書面或電話發出，如以電話方式發出，則須立即以書面形式確認，包括以傳真(或其他電子通訊)以實質上以附件A的形式簽署，並由負責人員簽署，並在其中指明適用借款人的身分及所要求的(I)借款日期(應為營業日)、(Ii)包括借款的預付款類型、(Iii)借款總額、(Iv)借款的初始利息期(如借款由歐洲貨幣利率期限基準墊款組成)，(V)將借款收益貸記貸方的指示(適用的賬户細節應或已經以書面形式提供給行政代理)和(Vi)該通知是否以任何事件的發生為條件，如果該通知是有條件的，則對該事件的描述(有一項理解是，如果該條件不滿足，則該借款人可撤銷該通知)。每家貸款人應在下午1：30之前在行政代理收到此類資金後，並且完全符合第3.02節規定的條件，行政代理應在適用借款通知交付之日或之前(或行政代理同意的較晚時間)，以借款人指定的即時可用資金形式向行政代理提供此類資金，並向行政代理提交簽署的書面文件。(B)儘管第2.02(A)節有任何相反規定，(I)借款人不得選擇歐洲貨幣利率術語基準墊款，前提是貸款人根據第2節暫停提供歐洲貨幣利率術語基準墊款的義務。10或2.14和歐洲貨幣匯率，(Ii)根據第2.10節的規定，墊款應作為定期基準墊款或基準利率墊款維持，以及(Iii)定期基準墊款不得作為超過十筆單獨借款的一部分未償還。(C)每份借款通知對適用的借款人具有約束力。如果相關借款通知規定的任何借款由歐洲貨幣利率術語基準墊款組成，適用的借款人應賠償各貸款人因未能在借款通知中規定的日期或之前履行第3.02節規定的適用條件而發生的任何合理損失、成本或費用，包括但不限於任何合理損失(不包括預期利潤的損失)，因清盤或重新使用該貸款人為提供該筆墊款而取得的存款或其他資金而招致的費用或開支，而該貸款人須支付該筆墊款作為該借款的一部分，而該筆墊款是由於上述不遵守規定而未能在該日期作出的。(D)除非行政代理在任何借款發生前收到貸款人的通知，表示該貸款人將不會向行政代理提供該貸款人的應評税部分，否則行政代理可假定該貸款人已根據第2.02(A)條在借款之日向行政代理提供該部分，行政代理可根據這一假設，在該日期向適用的借款人提供相應的金額。如果借款人和貸款人應向行政代理支付相同或重疊期間的利息，行政代理應立即將借款人在該期間支付的利息金額匯給該借款人。如果貸款人向行政代理支付相應的本金，則就本協議的所有目的而言，該金額應構成貸款人的預付款，作為借款的一部分。借款人的任何付款不應影響該借款人對貸款人未能向行政代理付款的任何索賠。(E)任何貸款人如沒有提供作為借款一部分的墊款，並不解除任何其他貸款人根據本條例須在借款當日墊款的義務(如有的話)，但任何其他貸款人如沒有在借款當日墊款，則無須對此負責。(F)如果任何出借人向行政代理機構提供資金，用於該出借人在本協議中規定的任何墊款，而行政代理機構由於借款條件未得到滿足或根據本協議條款被免除而無法向適用的借款人提供此類資金，則行政代理機構應立即將此類資金(與從該出借人收到的資金相同)退還給該出借人，不計利息。第2.03節

已保留

。第2.04節

已保留

。第2.05節

已保留

。第2.06條費用。

46(A)報告實體應向行政代理、聯合牽頭安排人及貸款人支付或安排向其賬户(或其適用聯營公司的賬户)支付任何綜合集團與行政代理、聯合牽頭安排人及/或貸款人根據收費函件不時議定的費用，包括(為免生疑問)費用。(B)在不重複根據第2.06(A)節規定應支付的任何費用的情況下，自生效日期後90天(該日期，“自動報價開始日期”)開始，報告實體應根據貸款人各自的承諾，按比例向行政代理支付或促使向行政代理支付貸款人賬户不可退還的自動報價費用(“自動報價”)，按以下兩者中較早者(包括(I)承諾終止日期及(Ii)截止日期(該較早日期，“滴答費用終止日期”))生效的每日承諾總額的0.175%的年利率計算，自滴答費用開始日期起賺取、到期及支付滴答費用。每季度應在截止到截止日期前的3月、6月、9月和12月的最後一個營業日的第15天和截止截止日期的截止日期內每季度支付一次欠費，並以360天的年限計算。第2.07節終止或減少承諾(A)。(A)強制減少或終止。除非以前終止(包括在為墊款提供任何資金時)，否則承付款應在承付款終止之日全部終止。任何承諾的終止或減少都應是永久性的。(B)自願減少或終止。借款人可在通知行政代理後終止承諾，或不時永久減少任何承諾；但條件是：(X)行政代理應在終止或減少之日下午1：00(紐約市時間)(或行政代理酌情同意的較晚時間)之前收到任何此類通知，以及(Y)任何此類部分減少應為適用最低金額的本金總額。行政代理將立即將終止或減少任何承諾的任何此類通知通知適用的貸款人。任何承付款的任何減少，均應根據每一貸款人在減少前在此類承付款中所佔的比例適用於其承付款。在任何承諾終止生效之日之前應計的所有報價費應在終止生效之日支付。(C)違約貸款人承諾減少額。借款人可以在不少於三個工作日的事先通知行政代理的情況下終止任何違約貸款人的承諾(行政代理應迅速通知其貸款人)，但有一項理解是，儘管終止了承諾，第2.20(D)節的規定將繼續適用於任何適用的借款人此後根據本協議47為該違約貸款人的賬户支付的所有款項(無論是本金、利息、費用、賠償或其他金額)；但該項終止不得視為放棄或免除任何借款人、行政代理或任何貸款人對該違約貸款人可能提出的任何索償。第2.08節墊款的償還。為了貸款人的利益，每個借款人應在報告實體每個會計季度的最後一個營業日(從截止日期後結束的第一個完整的會計季度開始)，直至到期日(包括到期日)，償還相當於(X)該借款人在截止日期未償還的預付款本金金額和(Y)相對於每個適用會計季度的百分比的本金，如下所述：截至到期日應足額支付的預付款餘額：截止日期後截止的報告實體的第一個完整會計季度至截止日期後截止的報告實體第四個完整會計季度(包括該季度)的百分比從截止日期後結束的報告實體的第五個完整會計季度至截止日期後的第十二個完整會計季度(包括該第12個完整會計季度)的百分比1.25%來自報告實體在截止日期後結束的第十三個完整會計季度的1.25%以及此後的1.875%2.09部分的預付款利息。(A)表列權益。每一借款人應就每筆墊款的未付本金支付利息，從墊款之日起至付清本金為止，按下列年利率計算：(1)基本利率墊款。在該等期間為基本利率墊款期間，年利率在任何時候均等於(A)不時生效的基本利率和(B)適用保證金的總和，在該等期間及該等墊款全額支付之日，於每年3月、6月、9月及12月的最後一個營業日每季度以欠款形式支付。(2)歐洲貨幣匯率Term基準預付款。在這樣的期間內，這種墊付是歐洲貨幣利率術語的基準墊付，在這種墊付的每個利息期間的任何時候，年利率都等於(A)的總和

48歐洲貨幣該利息期間的調整期限SOFR利率，以及(B)適用的保證金，應在該利息期間的最後一天支付，如果該利息期間的持續時間超過三個月，則在該利息期間內的每三個月內發生的每一天，自該利息期間的第一天起每三個月支付一次，並在該歐洲貨幣利率期限基準墊款被轉換或全額支付之日。(3)RFR預付款。每筆RFR預付款應按相當於調整後每日簡單RFR加適用保證金的年利率計息，在該預付款的每個RFR利息支付日以拖欠形式支付。(B)違約利息。根據第6.01(A)節的規定，在違約事件發生並持續期間，行政代理應應所需貸款人的請求，要求每個借款人支付利息(“違約利息”)，該利息應自違約事件發生之日起累加：(I)借款人逾期未付的款項，應在第2.09(A)(I)節或第2.09(A)(Ii)或2.09(A)(Iii)節所指的日期支付；根據第2.09(A)(I)或2.09(A)(Ii)或2.09(A)(Ii)或2.09(A)(Iii)及(Ii)條規定須就該逾期款項支付的年利率，按年利率計算，在法律允許的最大範圍內，該借款人根據本協議須支付的任何利息、手續費或其他款項到期時仍未支付的款額，自該款額到期之日起計算，直至該款額須全數支付為止，並於該款額應於要求時全數支付之日起支付。根據第2.09(A)(I)節的規定，根據第2.09(A)(I)節的規定，借款人賬户的基本利率墊款的年利率在任何時候都高於2%的年利率，但在根據第6.01節加快向借款人賬户支付墊款後，違約利息應在本協議項下產生並支付，無論行政代理以前是否要求如此。第2.10節利率決定(A)。(A)除第2.10節(E)至(H)條款另有規定外，行政代理應立即將行政代理為第2.09(A)(I)或2.09(A)(Ii)或2.09(A)(Iii)節的目的而確定的適用利率通知適用的借款人和貸款人。(B)如果就任何歐洲貨幣利率期限基準預付款而言，(I)行政代理應已確定(該確定應是決定性的，且在沒有可證明錯誤的情況下具有約束力)不存在確定調整後期限SOFR利率的足夠和合理的手段(包括但不限於通過內插利率，或因為Libo ScreenTerm Sofr參考利率不可用或未在當前基礎上公佈)，不存在用於確定該利率期間的LiBO利率；但此時不會發生基準轉換事件，或(Ii)被要求的貸款人通知管理代理：(X)在進行借款前的第二個營業日上午11點左右(倫敦時間)，他們無法在倫敦銀行間市場獲得匹配的存款，其數額足以在利息期間為各自的墊款提供資金，作為該借款的一部分，或(Y)任何一年的Libo利率該等墊款的調整後期限SOFR利率將不能充分和公平地反映所需貸款人的貸款成本，(A)在行政代理通知適用借款人和貸款人導致暫停的情況不再存在之前，借款人應在當時現有利息期間的最後一天(如果該日不是營業日，則在下一個營業日)，(X)預付該預付款，或(Y)將該預付款轉換為基本利率預付款，以及(B)貸款人有義務支付或轉換為，歐洲貨幣利率Term基準墊款將暫停，直到行政代理通知適用的借款人和貸款人導致暫停的情況不再存在。(C)如果借款人沒有按照第1.01節“利息期”定義中的規定為向借款人提供的任何歐洲貨幣利率術語基準墊款選擇任何利息期限，行政代理機構將立即通知借款人和貸款人，該歐洲貨幣利率術語基準墊款將在當時現有利息期限的最後一天自動繼續，作為歐洲貨幣利率術語基準墊款的一個月的利息期限。(D)

已保留

如果對於任何RFR墊款，(I)行政代理應在任何時間確定(該確定應是決定性的，且在沒有可證明錯誤的情況下具有約束力)，不存在足夠和合理的方法來確定調整後的每日簡易RFR或每日簡易RFR，或者(Ii)所需貸款人通知行政代理，在任何時候，調整後的每日簡易RFR將不能充分和公平地反映該等貸款人支付或維持其RFR墊款的成本，則行政代理應立即通知適用的借款人和貸款人，在(X)行政代理通知適用的借款人和貸款人引起該通知的情況不再存在且(Y)適用的借款人遞交了新的借款通知(或轉換或繼續的通知，視情況而定)之前，任何借款通知(或轉換或繼續的通知，視情況而定)要求進行RFR借用，或將任何借款轉換為RFR借款，或將任何借款轉換為RFR借款，或此外，如果任何RFR預付款在借款人收到第2.10(D)節所指的行政代理的通知之日仍未支付，則自該通知之日起至(X)行政代理通知適用的借款人和貸款人，就相關基準而言，導致該通知的情況不再存在，以及(Y)適用的借款人根據第2.02節的條款交付新的借款通知(或轉換或延續通知，視情況而定)，任何RFR預付款應轉換為基本利率預付款。(E)儘管本合同或任何其他貸款文件有任何相反的規定，但如果基準轉換事件或提前選擇參加選舉(視情況而定)及其相關基準更換日期發生在基準時間之前，則(X)如果基準更換日期是按照基準更換日期的“基準更換”定義第(1)或(2)款確定的，則該基準更換將在本合同項下和任何貸款文件下就該基準設定和隨後的基準設定進行更換，而不作任何修改。或本協議或任何其他貸款文件的任何其他一方的進一步行動或同意，以及(Y)如果基準替換

50是根據該基準替換日期的“基準替換”定義第(3)款確定的，則該基準替換將在下午5：00或之後就本合同項下和任何貸款文件中的任何基準設置替換該基準。(紐約市時間)在基準更換之日後的第五個(5)工作日，只要行政代理尚未收到由所需貸款人組成的貸款人發出的反對基準更換的書面通知，則在不對本協議或任何其他貸款文件進行任何修改、採取進一步行動或同意的情況下，將向貸款人提供通知。(F)在實施基準替換時，行政代理將有權不時進行符合更改的基準替換，並且，即使本協議或任何其他貸款文件中有任何相反規定，實施該基準替換符合更改的任何修訂都將生效，而無需本協議或任何其他貸款文件的任何其他各方的進一步行動或同意。(G)行政代理將及時通知借款人和貸款人：(I)基準過渡事件、期限SOFR過渡事件或提前選擇(視情況而定)及其相關基準更換日期的任何發生，(Ii)任何基準更換的實施，(Iii)任何符合變更的基準更換的有效性，(Iv)根據下文(I)段移除或恢復基準的任何期限，以及(V)任何基準不可用期間的開始或結束。行政代理或貸款人根據第2.10節可能作出的任何決定、決定或選擇，包括關於期限、利率或調整、事件、情況或日期的發生或不發生的任何決定，以及採取或不採取任何行動的任何決定，將是決定性的和具有約束力的，且無明顯錯誤，且可憑其合理酌情權作出，且無需徵得本合同任何其他方的同意，但根據第2.10節明確要求的情況除外。(H)儘管本協議或任何其他貸款文件中有任何相反規定，並在符合本款下文但書的情況下，如果就當時現行基準的任何設定而言，期限SOFR過渡事件及其相關基準更換日期發生在參考時間之前，則適用的基準更換將為本協議項下或任何貸款文件項下關於該基準設定及隨後的基準設定的所有目的取代當時的基準，而不對本協議或任何其他貸款文件作出任何修正，或對本協議或任何其他貸款文件採取進一步行動或同意；但除非行政代理已向出借人和借款人遞交定期SOFR通知，否則(H)款無效。

已保留

。(I)即使本協議或任何其他貸款文件有任何相反規定，在任何時間(包括在實施基準替代時)，(I)如果當時的基準是定期利率(包括調整後的期限SOFR或LIBO利率)，並且(A)該基準的任何基調沒有顯示在屏幕上或發佈由行政代理以其合理的酌情決定權不時選擇的費率的其他信息服務上，或(B)該基準的管理人的監管主管已提供公開聲明或信息發佈，宣佈該基準的任何基調具有或將不再具有代表性，則管理代理可以在該時間或之後修改用於任何基準設置的“利息期間”的定義，以移除這種不可用或不具代表性的基調，以及(Ii)如果根據上述第(I)款被移除的基調隨後被顯示在屏幕或基準信息服務上(包括基準替換)，或者(B)不再或不再受到它是或將不再代表基準(包括基準替換)的公告，則管理代理可以在該時間或之後修改所有基準設置的“利息期限”的定義，以恢復該先前移除的期限。(J)在任何借款人收到基準不可用期間開始的通知後，(I)該借款人可撤銷在任何基準不可用期間轉換或延續歐洲貨幣利率Term基準墊款的任何請求，否則，該借款人將被視為已將任何此類請求轉換為基準利率墊款的請求，且(Ii)該借款人可撤銷在任何基準不可用期間轉換、轉換或延續RFR墊款的任何請求，該借款人將被視為已將任何此類請求轉換為轉換為基本利率預付款的請求。在任何基準不可用期間或在當時基準的基期不是可用的基期的任何時間，基於當時基準的基本利率的組成部分或該基準的該基期(視情況而定)將不會用於任何基本利率的確定。此外，如果在任何借款人收到關於該歐洲貨幣匯率的基準不可用期間開始的通知之日，任何歐洲貨幣期限基準預付款或RFR預付款仍未清償，則在(A)對於任何期限基準預付款，在適用於該預付款的利息期的最後一天(或如果該日不是營業日的下一個營業日)，該預付款應由行政代理轉換為基本利率預付款，並構成基準利率預付款和(B)對於任何RFR預付款，這類墊款應轉換為基本利率墊款。(K)在任何違約事件發生和持續期間，在所需貸款人書面選擇後，(I)每筆歐洲貨幣利率期限基準墊款將在當時現有利息期間的最後一天轉換為基礎利率墊款，以及(Ii)貸款人支付墊款或將墊款轉換為歐洲貨幣利率期限基準墊款的義務應暫停。第2.11節預付款的可選轉換。借款人可在任何營業日，在不遲於建議轉換日期前第三個營業日上午10：00(紐約市時間)前(或如轉換為基本利率墊款，則為提前一個營業日)通知行政代理，並在符合第2.02(B)(Ii)、2.10和2.14節的規定下，將向借款人作出的一種類型的墊款轉換為另一種類型的墊款；然而，如果將歐洲貨幣利率術語基準墊款轉換為基準利率墊款的日期不是在該歐洲貨幣利率術語基準墊款的利息期的最後一天，則應遵守根據第9.04(C)節所欠的任何金額，

52基本利率墊款轉入歐洲貨幣利率Term基準墊款應為適用的最低金額，任何墊款的轉換不得導致超過第2.02(B)節允許的更多單獨借款。每份此類轉換通知應在上述規定的限制範圍內，指明(I)轉換的日期(應為營業日)，(Ii)待轉換的墊款，以及(Iii)如果此類轉換為歐洲貨幣利率Term基準墊款，則每筆此類墊款的初始利息期限。每份轉換通知都是不可撤銷的，並對發出該通知的適用借款人具有約束力。第2.12節可選擇預付款(A)。(A)借款人在向行政代理人發出書面通知，述明建議的提前還款日期和本金總額後，(I)在不遲於建議提前還款的日期(該日期為營業日)上午10時(紐約市時間)內發出通知，如借款由基本利率墊款組成，及(Ii)在不遲於建議提前還款的日期(該日期為營業日)前兩個營業日的上午10時(紐約市時間)發出通知，對於由歐洲貨幣利率術語基準墊款組成的借款，以及(Iii)在該提議的預付款日期(該日期應為營業日)之前至少五個營業日之前(紐約市時間)提供的借款，如果是由歐洲貨幣利率術語基準墊款組成的借款，並且如果發出了這樣的通知，則借款人應全部或按比例提前償還構成同一借款的一部分的墊款的未償還本金，如果是任何歐洲貨幣利率術語基準墊款或RFR墊款，連同預付本金截至預付款之日的應計利息；但是，如果(I)每筆預付款的本金總額應為適用的最低金額，以及(Ii)如果任何歐洲貨幣利率術語基準預付款是在該歐洲貨幣利率術語基準預付款的利息期間的最後一天以外的日期支付的，則借款人也應根據第9.04(C)節支付任何欠款，以及(Iii)如果任何RFR預付款是在適用的RFR利息支付日期以外的日期支付的，則借款人還應根據第9.04(D)節支付任何欠款；並進一步規定，除緊接的但書第(Ii)款另有規定外，任何該等通知可述明該通知須以其他信貸安排是否有效或某項特定交易是否完成為條件，而在此情況下，如該條件不獲符合，則該借款人可撤銷該通知。(B)

已保留

。(C)根據第2.12節規定的所有預付款將不收取保險費或違約金，但對貸款人在歐洲貨幣匯率情況下發生的違約費用的補償除外。第2.13節增加了費用(A)。(A)如由於(I)任何法律或規例的引入或任何解釋上的任何改變，或(Ii)任何中央銀行或其他政府當局，包括但不限於任何歐洲聯盟的任何機構或相類似的貨幣或跨國當局(不論是否具有法律效力)所發出的任何指令、指引或要求已獲遵從，則在此日期之後的每種情況下(或就任何貸款人(或行政代理人)而言53)，如較遲，則為該貸款人(或行政代理人)成為貸款人(或行政代理人)的日期，任何貸款人或行政代理人同意支付或支付、資助或維持墊款的成本應有任何增加(就本第2.13節而言，不包括因(I)該貸款人根據第2.16條獲得賠償的税項、(Ii)不含税或(Iii)其他税項)而產生的任何此類增加的費用，則報告實體應應該貸款人或行政代理人的要求(如適用，應向行政代理人提供此類要求的副本)，為貸款人的賬户(或其自己的賬户，如適用)向行政代理支付或導致支付足以補償該貸款人或行政代理所增加的費用的額外金額。向報告實體提交的合理詳細説明這種增加的費用的證書，在任何情況下都應是決定性的和具有約束力的，沒有明顯的錯誤。(B)如任何貸款人合理地裁定遵從任何法律或規例或任何中央銀行或其他政府主管當局(包括但不限於歐洲聯盟的任何機構或相類的貨幣或跨國主管當局(不論是否具有法律效力)的任何指示、指引或要求的遵從，在每一情況下均在本條例生效日期後(或就任何貸款人而言，如較遲，則為該貸款人成為貸款人的日期，則指該貸款人成為貸款人的日期)而影響或會影響該貸款人或控制該貸款人的任何法團所規定或預期須維持的資本、保險或流動資金的款額，保險或流動資金是由於或基於該貸款人在本合同項下的放貸承諾(或任何參與)以及其他此類承諾的存在而增加的，適用的借款人應應該貸款人的要求(連同該要求的副本給行政代理)，不時為該貸款人的賬户向行政代理支付足以補償該貸款人或該公司的額外金額，只要該貸款人合理地確定該增加的資本、保險或流動資金可分配給該貸款人的墊款、在本合同項下放貸的承諾。貸款人向借款人和行政代理提交的關於此類金額的證明，在任何情況下都是決定性的和具有約束力的，沒有明顯的錯誤。(C)即使本第2.13節有任何相反規定，就本第2.13節而言，(A)《多德-弗蘭克華爾街改革和消費者保護法》和根據該法案發布的規則和條例，或與之相關或在其實施過程中發佈的規則和條例，以及(B)國際清算銀行、巴塞爾銀行監管委員會(或任何類似或後續機構，或美國或外國監管機構，在每種情況下，根據巴塞爾協議III)發佈的所有請求、規則、指導方針和指示，應被視為在本協議日期之後頒佈(或關於任何貸款人，如果晚些時候，貸款人成為貸款人的日期)；但任何貸款人不得根據第2.13(C)節的規定要求賠償，除非該貸款人在該貸款人為當事一方的類似信貸安排中對處境相似的借款人提出相應的要求。第2.14節違法。儘管本協議有任何其他規定，關於墊款，(A)如果任何貸款人應通知行政代理，任何法律或法規的引入或任何解釋或解釋的任何變化使其違法，

54或任何中央銀行或其他政府當局，包括但不限於歐盟的任何機構或類似的貨幣或跨國當局，聲稱該貸款人或其歐洲貨幣適用貸款辦公室履行本協議項下的義務，使歐洲貨幣利率術語基準墊款或為本協議項下的歐洲貨幣利率術語基準墊款提供資金或維持，(I)該貸款人的每項歐洲貨幣利率術語基準墊款將在接到此類通知後自動生效，(I)貸款人提供歐洲貨幣利率術語基準墊款或將墊款轉換為歐洲貨幣利率術語基準墊款的義務將被暫停，直到行政代理通知借款人和貸款人導致暫停的情況不再存在，以及(B)如果第(A)款所述的情況已經發生，並且如果組成所需貸款人的貸款人通知行政代理，(I)每個貸款人的每個歐洲貨幣利率術語基準墊款將在接到通知後自動(Ii)每個貸款人提供歐洲貨幣利率術語基準墊款或將墊款轉換為歐洲貨幣利率術語基準墊款的義務應暫停，直到行政代理通知借款人和每一貸款人導致暫停的情況不再存在為止。第2.15節付款和計算(A)。(A)每一借款人應在不遲於當天下午3：00(紐約市時間)向行政代理人辦公室的行政代理人以當天的資金以美元支付其根據本協議應支付的每筆款項。02(C)、2.13、2.14、2.16、2.17或9.04(C)或9.04(D)支付給貸款人各自適用的放款辦事處的賬户，以及與向貸款人支付任何其他應付給貸款人的任何其他款項有關的類似資金，這些款項應支付給貸款人的適用的放款辦公室的賬户，在每種情況下均應根據本協議的條款使用。行政代理在接受轉讓並根據第9.07(F)條將其中所載信息記錄在登記冊上後，自該轉讓和接受所規定的生效日期起及之後，應向轉讓人支付由此轉讓給轉讓人的利息的所有款項，但不包括該轉讓生效日期的金額，以及支付給受讓人的該轉讓生效日期及之後的應計金額的所有款項。借款人支付的所有款項應無條件地用於任何反索賠、抗辯、補償或抵銷。(B)每名借款人現授權每名貸款人，如該借款人欠該貸款人的款項在根據本條例到期時仍未支付，則除非該借款人與該貸款人另有協議，否則可不時從該借款人在該貸款人的任何或所有賬户中扣除任何如此到期應付的款額。行政代理對本協議項下利率的每一次決定，在任何情況下都應是決定性的和具有約束力的，沒有明顯的錯誤。(D)凡本協議項下的任何付款須於下一個營業日以外的某一天支付，該付款須於下一個營業日支付，而在此情況下，有關時間的延長應計入支付利息或承諾費(視屬何情況而定)的計算內；但如延期會導致須在下一個歷月支付歐洲貨幣利率Term基準墊款的利息或本金，則該項付款應於緊接其上一個營業日支付。(E)除非行政代理在根據本合同向貸款人支付任何款項的日期之前收到借款人的書面通知，表示該借款人將不會全額付款，否則行政代理可假定借款人已在該日期向行政代理全額付款，行政代理可根據這一假設，安排在該到期日向每一貸款人分發一筆相當於該貸款人當時到期的金額的款項。如果借款人沒有向行政代理全額付款，則在收到通知後，每一貸款人應應要求立即向行政代理償還該金額及其利息，自該金額分配給該貸款人之日起至該貸款人向該行政代理償還該金額之日起的每一天，按聯邦FundsNYFRB利率計算。第2.16條税項(A)。(A)任何貸款方或代表貸款方根據任何貸款文件承擔的任何義務所作的任何及所有付款，均須免收及清楚扣除任何及所有現有或將來的税項，但就每名貸款人及每名代理人而言，不包括(I)對其整體淨收入(不論面額如何)、特許經營税及分行利得税徵收(或以其計算)的税項，但每種情況只限於該貸款人或該代理人(視屬何情況而定)所屬的司法管轄區(或其任何政治分部)所施加的範圍，由該貸款人的適用放款辦事處或該貸款人或該代理人的主要辦事處的司法管轄權(或其任何政治分部)，或由於該貸款人或該代理人與徵收該税的司法管轄權之間現時或以前的聯繫所致(但因該貸款人或該代理人已籤立、交付、成為當事人、根據任何貸款文件收取款項、收取或完善擔保權益、根據任何貸款文件或強制執行任何其他交易、或出售或轉讓任何預付款或貸款文件的權益而產生的聯繫除外)，(Ii)美國對任何貸款方向任何貸款人付款徵收的備用預扣税，(Iii)因該貸款人未能遵守第2.16(F)條而徵收的任何税款，(Iv)根據貸款人成為本協議一方時生效的法律徵收的任何美國聯邦、盧森堡或荷蘭預扣税，或[56取得預付款的權益(或指定新的適用放款辦公室)，除非該貸款人(或其轉讓人，如有)有權在緊接指定新的適用放款辦公室或轉讓之前，根據第2.16節從貸款方獲得與該預扣税有關的額外金額，以及(V)根據FATCA徵收的任何税項，包括由於該受款人未能遵守第2.16(F)(Iii)條的規定(與任何貸款文件項下的付款有關的所有此等不包括的税項，以下稱為“免税”)。如果適用法律要求適用的扣繳義務人從任何貸款人或任何代理人的任何貸款文件下應付的任何款項中扣除任何税款或就該款項扣除任何税款，(A)適用的扣繳義務人應進行此類扣除，以及(B)適用的扣繳義務人應根據適用法律向相關税務機關或其他機關全額支付扣除的金額。如果適用法律要求貸款方從根據任何貸款文件支付給任何貸款人或任何代理人的任何款項中或就該款項扣除任何税項(除(I)需要通過減税方式扣除的税款(在這種情況下，第2.16(G)節和第2.16(H)節的規定適用)或(Ii)不含税項)，則適用貸款方應支付的金額應按需要增加，以便在進行所有必要的扣除(包括適用於根據本第2.16節應支付的額外金額的扣除)後，該貸款人或該代理人(視情況而定)收到的數額相當於如果沒有這樣的扣除，它將收到的金額。(B)此外，在不重複本第2款規定的任何其他義務的情況下。21)(以下簡稱“其他税”)。(C)在不重複第2.16節規定的任何其他義務的情況下，報告實體應或應促使適用的貸款方全額賠償每一貸款人和每一代理人的税款(不包括：(I)由英國法律徵收的預扣税，該税款通過根據第2.16(G)節增加支付而得到補償，或本應得到補償，但不完全是因為第2.16(G)(Iv)節中的一項排除適用，(Ii)愛爾蘭立法徵收的預扣税，可通過根據第2.16(H)節增加付款予以補償，或本應得到補償，但不完全是因為第2.16(H)(Iv)節中的一項排除適用，(Iii)任何免税或(Iv)為免生疑問，任何通過根據第2.16(A)節增加付款而補償的税款，以及就向任何貸款方提供的預付款和任何責任(包括但不限於罰款，包括但不限於罰款，利息及開支)，不論該等税項是否由有關政府當局正確或合法地徵收或申報。這項賠償應在該貸款人或該代理人(視屬何情況而定)提出書面要求之日起30天內作出。貸款人(向行政代理機構提供副本)或行政代理機構代表其本人或代表貸款人向報告實體提交的關於此種付款或負債金額的證明應是確鑿的，不存在可證明的錯誤。(D)各貸款人應在提出要求後10天內，就(I)屬於該貸款人的任何税款(但僅限於任何貸款方尚未就該等税款向該行政代理人作出賠償，並在不限制貸款方的義務的情況下)和(Ii)因該貸款人未能遵守第9.07(H)節有關維持參與者登記冊的規定(在上述兩種情況下)而應由該行政代理人就任何貸款文件支付或支付的任何税款，以及由此產生或與之有關的任何合理開支，分別向該行政代理人作出賠償。有關政府當局是否正確或合法地徵收或斷言此類税收。由行政代理向任何貸款人提供的合理詳細描述此類付款或債務金額的證書應是確鑿的，沒有可證明的錯誤。每一貸款人特此授權行政代理在任何時間抵銷和運用根據任何貸款文件欠該貸款人的任何和所有款項，或行政代理從任何其他來源應付給貸款人的任何金額，抵銷根據本(D)款應支付給行政代理的任何款項。(E)借款方在根據第2.16款支付任何税款或其他税款之日起，應在實際可行的情況下儘快按第9款規定的地址向行政代理提供。(F)除英國立法(第2.16(G)節的規定適用)或愛爾蘭立法(第2.16(H)節的規定適用)徵收的預扣税外：(I)任何有權就根據任何貸款文件支付的款項獲得豁免或減免預扣税的貸款人，應在適用法律規定或該借款人或行政代理人合理要求的時間或時間交付給適用的借款人和行政代理人，或適用的税務當局，由適用法律或任何適用司法管轄區的税務機關規定的正確填寫和簽署的文件，以及借款人或行政代理合理要求的其他文件，這些文件將允許在沒有扣繳或降低預扣費率的情況下支付此類款項，並可能需要確保任何司法管轄區就任何適用税務機關根據本協議向該貸款人支付的任何款項給予任何適用的豁免或降低扣除額或扣繳費率。此外，如果適用的借款人或行政代理人提出合理要求，任何貸款人應提供適用法律規定或該借款人或行政代理人合理要求的其他文件，以使該借款人或行政代理人能夠確定該貸款人是否受到備用預扣税的約束，包括英國或愛爾蘭法律徵收的預扣税或信息報告要求。儘管前兩句中有任何相反的規定，完成、籤立和提交]定期貸款協議的簽字頁

，作為貸款人：名稱：標題：[定期貸款協議的簽字頁]，作為貸款人：名稱：標題：[定期貸款協議的簽字頁]_______________,作為貸款方：名稱：標題：摘要報告：文字比較Word 11.2.0.54文檔比較完成於5/3/2023 10：16：24 PM樣式名稱：機頂盒選項1智能表比較：活動原始dms：iw：//imanage.stblobal.com/active/52620960/1修改後的dms：iw：//imanage.stblobal.com/active/52620960/7更改：添加232刪除210從0移動到0表插入0表刪除0表從0移動到0嵌入式圖形(Visio，ChemDraw、Images等)0個嵌入的Excel 0格式更改0個更改總數：442個[Reserved]. SECTION 2.06 Fees.

46 (a) The Reporting Entity shall pay, or cause to be paid, to the Administrative Agent, the Joint Lead Arrangers and the Lenders for their account (or that of their applicable Affiliate) such fees as may from time to time be agreed between any of the Consolidated Group and the Administrative Agent, the Joint Lead Arrangers and/or the Lenders, including, for the avoidance of doubt, pursuant to the Fee Letter. (b) Without duplication of any fees payable pursuant to Section 2.06(a), commencing on the date that is 90 days after Effective Date (such date, the “Ticking Fee Start Date”), the Reporting Entity shall pay, or cause to be paid, to the Administrative Agent a non-refundable ticking fee for the account of the Lenders (the “Ticking Fee”), ratably in accordance with their respective Commitments, at a rate per annum equal to 0.175% on the daily aggregate amount of the Commitments as in effect on the Ticking Fee Start Date and from time to time through and including the earlier of (i) the Commitment Termination Date and (ii) the Closing Date (such earlier date, the “Ticking Fee Termination Date”), which Ticking Fee shall be earned, due and payable commencing on the Ticking Fee Start Date. The Ticking Fee shall be payable quarterly in arrears on the 15th day following the last Business Daydate of each offiscal quarter ending March, June, September and December ending prior to the Ticking Fee Termination Date and on the Ticking Fee Termination Date, and shall be calculated on the basis of a year of 360 days. SECTION 2.07 Termination or Reduction of the Commitments(a) . (a) Mandatory Reduction or Termination. Unless previously terminated (including upon any funding of the Advances), the Commitments shall terminate in full upon the Commitment Termination Date. Any termination or reduction of the Commitments shall be permanent. (b) Voluntary Reduction or Termination. A Borrower may, upon notice to the Administrative Agent, terminate the Commitments, or from time to time permanently reduce any of the Commitments; provided that (x) any such notice shall be received by the Administrative Agent not later than 1:00 P.M. (New York City time) (or such later time as the Administrative Agent may agree in its discretion) on the date of termination or reduction, and (y) any such partial reduction shall be in an aggregate principal amount of the Applicable Minimum Amount. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of any of the Commitments. Any reduction of any of the Commitments shall be applied to the Commitments of each Lender according to its proportional share of such Commitments prior to the reduction. All Ticking Fees accrued until the effective date of any termination of any of the Commitments shall be paid on the effective date of such termination. (c) Defaulting Lender Commitment Reductions. A Borrower may terminate the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), it being understood that notwithstanding such Commitment termination, the provisions of Section 2.20(d) will continue to apply to all amounts thereafter paid by any applicable Borrower for the account of such Defaulting Lender under this Agreement 47 (whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination shall not be deemed to be a waiver or release of any claim any of the Borrowers, the Administrative Agent or any Lender may have against such Defaulting Lender. SECTION 2.08 Repayment of Advances. Each Borrower shall repay to the Administrative Agent for the benefit of the Lenders, on the last Business Day of each fiscal quarter of the Reporting Entity (starting with the first full fiscal quarter ended after the Closing Date), through and including the Maturity Date, a principal amount of the Advances equal to the product of (x) the principal amount of Advances of such Borrower outstanding on the Closing Date and (y) the percentage set forth opposite each applicable fiscal quarter as set forth below, with the balance of the Advances due in full on the Maturity Date: Quarter Percentage From the first full fiscal quarter of the Reporting Entity ended after the Closing Date to and including the fourth full fiscal quarter of the Reporting Entity ended after the Closing Date 0.0% From the fifth full fiscal quarter of the Reporting Entity ended after the Closing Date to and including the twelfth full fiscal quarter of the Reporting Entity ended after the Closing Date 1.25% From the thirteenth full fiscal quarter of the Reporting Entity ended after the Closing Date and thereafter 1.875% SECTION 2.09 Interest on Advances. (a) Scheduled Interest. Each Borrower shall pay interest on the unpaid principal amount of each Advance made to it from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum: (i) Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time and (B) the Applicable Margin, payable in arrears quarterly on the last Business Day of each March, June, September and December, during such periods and on the date such Advances are paid in full. (ii) Eurocurrency RateTerm Benchmark Advances. During such periods as such Advance is a Eurocurrency RateTerm Benchmark Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) the

48 EurocurrencyAdjusted Term SOFR Rate for such Interest Period for such Advance, and (B) the Applicable Margin, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurocurrency RateTerm Benchmark Advance shall be Converted or paid in full. (iii) RFR Advances. Each RFR Advance shall bear interest at a rate per annum equal to the Adjusted Daily Simple RFR plus the Applicable Margin, payable in arrears on each RFR Interest Payment Date for such Advance. (b) Default Interest. Upon the occurrence and during the continuance of an Event of Default pursuant to Section 6.01(a), the Administrative Agent shall, upon the request of the Required Lenders, require each Borrower to pay interest (“Default Interest”), which amount shall accrue as of the date of occurrence of the Event of Default, on (i) amounts that are overdue from such Borrower, payable in arrears on the dates referred to in Section 2.09(a)(i) or, 2.09(a)(ii) or 2.09(a)(iii), at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such overdue amount pursuant to Section 2.09(a)(i) or, 2.09(a)(ii) or 2.09(a)(iii) and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder by such Borrower that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances for the account of such Borrower pursuant to Section 2.09(a)(i), provided, however, that following acceleration of the Advances for the account of such Borrower pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder whether or not previously required by the Administrative Agent. SECTION 2.10 Interest Rate Determination(a) . (a) Subject to clauses (e) to (h) of this Section 2.10, the Administrative Agent shall give prompt notice to the applicable Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.09(a)(i) or, 2.09(a)(ii) or 2.09(a)(iii). (b) If, with respect to any Eurocurrency RateTerm Benchmark Advances, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent demonstrable error) that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate (including, without limitation, by means of an Interpolated Rate or because the LIBO ScreenTerm SOFR Reference Rate is not available or published on a current basis) do not exist for ascertaining the LIBO Rate for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time, or (ii) the Required Lenders notify the Administrative Agent that (x) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (y) the LIBO Rate for anythe Adjusted Term SOFR Rate for such Interest Period for such Advances will not adequately and fairly reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm Benchmark Advances for such Interest Period, the Administrative Agent shall forthwith so notify 49 the applicable Borrower and the Lenders, whereupon (A) until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, such Borrower will, on the last day of the then existing Interest Period therefor (or the next succeeding Business Day if such day is not a Business Day), either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency RateTerm Benchmark Advances shall be suspended, until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist. (c) If a Borrower shall fail to select the duration of any Interest Period for any Eurocurrency RateTerm Benchmark Advances made to such Borrower in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Eurocurrency RateTerm Benchmark Advances will automatically, on the last day of the then existing Interest Period therefor, continue as Eurocurrency RateTerm Benchmark Advances with an Interest Period of one month. (d) [Reserved].If, with respect to any RFR Advances (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent demonstrable error), at any time, that adequate and reasonable means do not exist for ascertaining the Adjusted Daily Simple RFR or Daily Simple SOFR or (ii) the Required Lenders notify the Administrative Agent that, at any time, the Adjusted Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining their RFR Advances, then the Administrative Agent shall forthwith so notify the applicable Borrower and the Lenders and, until (x) the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and (y) the applicable Borrower delivers a new Notice of Borrowing (or notice of Conversion or continuation, as applicable), any Notice of Borrowing (or notice of Conversion or continuation, as applicable) that requests an RFR Borrowing, or the Conversion of any Borrowing to, or continuation of any Borrowing as, an RFR Borrowing shall be ineffective. Furthermore, if any RFR Advance is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.10(d), then from the date of such notice until (x) the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the applicable Borrower delivers a new Notice of Borrowing (or notice of Conversion or continuation, as applicable) in accordance with the terms of Section 2.02, any RFR Advance shall be converted into a Base Rate Advance. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement

50 is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (f) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (g) The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (i) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their reasonable discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.10. (h) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (h) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrowers a Term SOFR Notice.[Reserved]. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Adjusted Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such 51 Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (j) Upon any Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (I) such Borrower may revoke any request for a conversion to or continuation of Eurocurrency RateTerm Benchmark Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, such Borrower will be deemed to have converted any such request into a request for a conversion to Base Rate Advances and (II) such Borrower may revoke any request for a conversion to or continuation of RFR Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, such Borrower will be deemed to have converted any such request into a request for a conversion to Base Rate Advances. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Eurocurrency RateTerm Benchmark Advance or RFR Advance is outstanding on the date of any Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to such Eurocurrency Rate, thenTerm Benchmark Advance or RFR Advance, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.10, (A) for any Term Benchmark Advance, on the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), such Advance shall be converted by the Administrative Agent to, and shall constitute, a Base Rate Advance and (B) for any RFR Advance, such Advance shall be converted into a Base Rate Advance. (k) Upon the occurrence and during the continuance of any Event of Default, upon the written election of the Required Lenders, (i) each Eurocurrency RateTerm Benchmark Advance will, on the last day of the then existing Interest Period therefor, be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency RateTerm Benchmark Advances shall be suspended. SECTION 2.11 Optional Conversion of Advances. Each Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 10:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion (or in the case of a Conversion into Base Rate Advances, the Business Day prior) and subject to the provisions of Sections 2.02(b)(ii), 2.10 and 2.14, Convert Advances made to such Borrower of one Type comprising the same Borrowing into Advances of the other Type; provided, however, that any Conversion of Eurocurrency RateTerm Benchmark Advances into Base Rate Advances made on a date other than on the last day of an Interest Period for such Eurocurrency RateTerm Benchmark Advances, shall be subject to any amounts owing pursuant to Section 9.04(c), any Conversion of

52 Base Rate Advances into Eurocurrency RateTerm Benchmark Advances shall be in an Applicable Minimum Amount, and no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion (which shall be a Business Day), (ii) the Advances to be Converted, and (iii) if such Conversion is into Eurocurrency RateTerm Benchmark Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the applicable Borrower giving such notice. SECTION 2.12 Optional Prepayments of Advances(a) . (a) A Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, (i) given not later than 10:00 A.M. (New York City time) on the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Base Rate Advances, and(ii) given not later than 10:00 A.M. (New York City time) at least two Business Days prior to the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Eurocurrency RateTerm Benchmark Advances and (iii) given not later than 11:00 A.M. (New York City time) at least five Business Days prior to the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of RFR Advances, and if such notice is given, such Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to such Borrower in whole or ratably in part, and in the case of any Eurocurrency RateTerm Benchmark Advances or RFR Advances, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Applicable Minimum Amount and, (ii) if any prepayment of a Eurocurrency RateTerm Benchmark Advance is made on a date other than the last day of an Interest Period for such Eurocurrency RateTerm Benchmark Advance, such Borrower shall also pay any amount owing pursuant to Section 9.04(c) and (iii) if any prepayment of an RFR Advance is made on a date other than on the RFR Interest Payment Date applicable thereto, such Borrower shall also pay any amount owing pursuant to Section 9.04(d); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by such Borrower if such condition is not satisfied. (b) [Reserved]. (c) All prepayments of Advances pursuant to this Section 2.12 will be without premium or penalty, other than compensation for breakage costs incurred by the Lenders in the case of Eurocurrency RateTerm Benchmark Advances and RFR Advances to the extent required by, and as set forth in, Sections 9.04(c) or (d), as applicable. SECTION 2.13 Increased Costs(a) . (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any directive, guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), in each case after the date hereof (or with respect 53 to any Lender (or the Administrative Agent), if later, the date on which such Lender (or the Administrative Agent) becomes a Lender (or the Administrative Agent), as applicable), there shall be any increase in the cost to any Lender or the Administrative Agent of agreeing to make or making, funding or maintaining Advances (excluding for purposes of this Section 2.13 any such increased costs resulting from (i) Taxes as to which such Lender is indemnified under Section 2.16, (ii) Excluded Taxes or (iii) Other Taxes), then the Reporting Entity shall from time to time, upon demand by such Lender or the Administrative Agent (with a copy of such demand to the Administrative Agent, if applicable), pay or cause to be paid to the Administrative Agent for the account of such Lender (or for its own account, if applicable) additional amounts sufficient to compensate such Lender or the Administrative Agent for such increased cost. A certificate describing such increased costs in reasonable detail delivered to the Reporting Entity shall be conclusive and binding for all purposes, absent demonstrable error. (b) If any Lender reasonably determines that compliance with any law or regulation or any directive, guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), in each case promulgated or given after the date hereof (or with respect to any Lender, if later, the date on which such Lender becomes a Lender, as applicable), affects or would affect the amount of capital, insurance or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital, insurance or liquidity is increased by or based upon the existence of such Lender’s commitment to lend (or any participations therein) hereunder and other commitments of this type, the applicable Borrower shall, from time to time upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital, insurance or liquidity to be allocable to the existence of such Lender’s Advances, commitment to lend hereunder. A certificate as to such amounts submitted to such Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent demonstrable error. (c) Notwithstanding anything in this Section 2.13 to the contrary, for purposes of this Section 2.13, (A) the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations issued thereunder or in connection therewith or in implementation thereof, and (B) all requests, rules, guidelines and directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar or successor agency, or the United States or foreign regulatory authorities, in each case, pursuant to Basel III) shall be deemed to have been enacted following the date hereof (or with respect to any Lender, if later, the date on which such Lender becomes a Lender); provided that no Lender shall demand compensation pursuant to this Section 2.13(c) unless such Lender is making corresponding demands on similarly situated borrowers in comparable credit facilities to which such Lender is a party. SECTION 2.14 Illegality. Notwithstanding any other provision of this Agreement, with respect to Advances, (a) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful,

54 or any central bank or other governmental authority, including without limitation, any agency of the European Union or similar monetary or multinational authority, asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm Benchmark Advances or to fund or maintain Eurocurrency RateTerm Benchmark Advances hereunder, (i) each Eurocurrency RateTerm Benchmark Advance of such Lender will automatically, upon such notification, be Converted into a Base Rate Advance and (ii) the obligation of such Lender to make Eurocurrency RateTerm Benchmark Advances or to Convert Advances into Eurocurrency RateTerm Benchmark Advances shall be suspended until the Administrative Agent shall notify the Borrowers and such Lender that the circumstances causing such suspension no longer exist and (b) if the circumstances described in clause (a) shall have occurred and, if Lenders constituting the Required Lenders so notify the Administrative Agent, (i) each Eurocurrency RateTerm Benchmark Advance of each Lender will automatically, upon such notification, Convert into a Base Rate Advance and (ii) the obligation of each Lender to make Eurocurrency RateTerm Benchmark Advances or to Convert Advances into Eurocurrency RateTerm Benchmark Advances shall be suspended until the Administrative Agent shall notify the Borrowers and each Lender that the circumstances causing such suspension no longer exist. SECTION 2.15 Payments and Computations(a) . (a) Each Borrower shall make each payment required to be made by it under this Agreement not later than 3:00 P.M. (New York City time) on the day when due in Dollars to the Administrative Agent at the Administrative Agent’s Office in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.13, 2.14, 2.16, 2.17 or, 9.04(c) or 9.04(d)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(f), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the assignor for amounts which have accrued to but excluding the effective date of such assignment and to the assignee for amounts which have accrued from and after the effective date of such assignment. All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender by such Borrower is not made when due hereunder, to charge from time to time against any or all of such Borrower’s accounts with such Lender any amount so due, unless otherwise agreed between such Borrower and such Lender. (c) All computations of interest based on the Base Rate when the Base Rate is based on the “prime rate” shall be made by the Administrative Agent on the basis of a year of 365 days or 366 days, as the case may be, and all other computations of interest based on the Base Rate and all computations of interest based on the LIBO Rate or, Term SOFR, Daily Simple SOFR, the Federal Funds Rate or NYFRB Rate shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding 55 the last day) occurring in the period for which such interest or such fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent demonstrable error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency RateTerm Benchmark Advances to be made in the next following calendar month, such payment shall be made on the immediately preceding Business Day. (e) Unless the Administrative Agent shall have received written notice from a Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent, following prompt notice thereof, forthwith on demand such amount distributed to such Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal FundsNYFRB Rate. (f) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied towards payment of the amounts then due hereunder ratably among the parties entitled thereto, in accordance with the amounts then due to such parties. SECTION 2.16 Taxes(a) . (a) Any and all payments by or on behalf of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes, excluding, in the case of each Lender and each Agent, (i) Taxes imposed on (or measured by) its overall net income (however denominated), franchise Taxes, and branch profits Taxes, in each case only to the extent imposed by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender or such Agent, as the case may be, is organized, by the jurisdiction (or any political subdivision thereof) of such Lender’s Applicable Lending Office or such Lender’s or such Agent’s principal office, or as a result of a present or former connection between such Lender or such Agent and the jurisdiction imposing such Tax (other than connections arising from such Lender or such Agent having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Advance or Loan Document), (ii) backup withholding Tax imposed by the United States on payments by any Loan Party to any Lender, (iii) any Tax that is imposed by reason of such recipient’s failure to comply with Section 2.16(f), (iv) any U.S. federal or Luxembourg or Netherlands withholding Tax imposed pursuant to a law in effect at the time a Lender becomes a party to this Agreement or

56 acquires an interest in the Advance (or designates a new Applicable Lending Office), except to the extent that such Lender (or its assignor, if any) was entitled, immediately before the designation of a new Applicable Lending Office or assignment, to receive additional amounts from the Loan Party with respect to such withholding Tax pursuant to this Section 2.16, and (v) any taxes imposed under FATCA, including as a result of such recipient’s failure to comply with Section 2.16(f)(iii) (all such excluded Taxes in respect of payments under any Loan Document being hereinafter referred to as “Excluded Taxes”). If the applicable Withholding Agent shall be required by applicable law to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Lender or any Agent, (A) the applicable Withholding Agent shall make such deductions and (B) the applicable Withholding Agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If a Loan Party shall be required by applicable law to deduct any Taxes (other than (i) Taxes required to be deducted by way of a Tax Deduction in which case the provisions of Section 2.16(g) and Section 2.16(h) shall apply or (ii) Excluded Taxes) from or in respect of any sum payable under any Loan Document to any Lender or any Agent, the sum payable by the applicable Loan Party shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.16) such Lender or such Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made. (b) In addition, without duplication of any other obligation set forth in this Section 2.16, the Reporting Entity shall, or shall cause the applicable Loan Party to, pay to the relevant Governmental Authority any present or future stamp, court or documentary, intangible, recording, filing Taxes and any other similar Taxes, that arise from any payment made by it under any Loan Document or from the execution, delivery, performance or registration of, or otherwise with respect to, any Loan Document, except to the extent such Taxes are Other Connection Taxes imposed with respect to a sale, an assignment or the designation of a new Applicable Lending Office (other than an assignment or designation made pursuant to Section 2.21) (hereinafter referred to as “Other Taxes”). (c) Without duplication of any other obligation set forth in this Section 2.16, the Reporting Entity shall, or shall cause the applicable Loan Party to, indemnify each Lender and each Agent for the full amount of Taxes (other than (i) withholding Tax imposed by United Kingdom legislation which is compensated for by an increased payment under Section 2.16(g) or would have been so compensated but was not solely because one of the exclusions in Section 2.16(g)(iv) applied, (ii) withholding Tax imposed by Irish legislation which is compensated for by an increased payment under Section 2.16(h) or would have been so compensated but was not solely because one of the exclusions in Section 2.16(h)(iv) applied, (iii) any Excluded Taxes or (iv) for the avoidance of doubt, any Taxes which were compensated by an increased payment under Section 2.16(a)) and Other Taxes imposed on, payable or paid by such Lender or such Agent, as the case may be, in respect of Advances made to any Loan Party and any liability (including, without limitation, penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. This indemnification shall be made within 30 days from the date such Lender or such Agent, as the case may be, makes written demand therefor. A certificate as to the 57 amount of such payment or liability delivered to the Reporting Entity by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent demonstrable error. (d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Taxes and without limiting the obligation of the Loan Parties to do so) and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.07(h) relating to the maintenance of a Participant Register, in either case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate describing in reasonable detail the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent demonstrable error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d). (e) As soon as practicable after the date of any payment of Taxes or Other Taxes for which any Loan Party is responsible under this Section 2.16, such Loan Party shall furnish to the Administrative Agent, at its address as specified pursuant to Section 9.02, the original or a certified copy of a receipt evidencing payment thereof. (f) Except in connection with withholding tax imposed by United Kingdom legislation (to which the provisions of Section 2.16(g) apply) or by Irish legislation (to which the provisions of Section 2.16(h) apply): (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the applicable Borrower and the Administrative Agent, or the applicable taxing authority, at the time or times prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable laws or by the taxing authorities of any applicable jurisdiction and such other documentation reasonably requested by such Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding and as may be required to secure any applicable exemption from, or reduction in the rate of, deduction or withholding imposed by any jurisdiction in respect of any payments to be made to such Lender hereunder from any applicable taxing authority. In addition, any Lender, if reasonably requested by the applicable Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding, including withholding tax imposed by United Kingdom or Irish legislation, or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such

58 documentation (other than such documentation set forth in Section 2.16(f)(ii) and (iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (x) any Lender that is a US Person shall deliver to the applicable Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; and (y) any Lender that is not a US Person (a “Non- US Lender”) shall, to the extent it is legally entitled to do so, deliver to the applicable Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-US Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following is applicable: (A) in the case of a Non-US Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W- 8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed originals of IRS Form W-8ECI; (C) in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that such Non- US Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E; or (D) to the extent a Non-US Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-US Lender is a partnership and one or more direct or indirect partners of such Non-US Lender are claiming the portfolio interest exemption, such Non-US 59 Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner; (iii) 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 Internal Revenue Code, as applicable), such Lender shall deliver to the applicable Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower or the Administrative Agent to comply with its obligations under FATCA, 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 the purposes of this clause 2.16(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (g) United Kingdom Tax Gross-Up. (i) Each Loan Party shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. (ii) The Reporting Entity shall promptly upon becoming aware that a Loan Party must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the Reporting Entity and such Loan Party. (iii) If a Tax Deduction is required by law to be made by a Loan Party, the amount of the payment due from such Loan Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) A payment shall not be increased under paragraph (iii) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due: (A) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

60 (B) the relevant Lender is a Treaty Lender and the Loan Party making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under Section 2.16(g)(vii) or (viii) (as applicable); or (C) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(2) of the definition of Qualifying Lender and: (1) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Borrower making the payment a certified copy of that Direction; and (2) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (D) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(2) of the definition of Qualifying Lender and: (1) the Lender has not given a Tax Confirmation to the relevant Borrower; and (2) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the relevant Borrower, on the basis that the Tax Confirmation would have enabled the relevant Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA. (v) If a Loan Party is required to make a Tax Deduction, such Loan Party shall make such Tax Deduction and any payment required in connection with such Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with such Tax Deduction, the Loan Party making such Tax Deduction shall deliver to the Administrative Agent for the Lender Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) (A) Subject to (B) below, a Treaty Lender and each Loan Party which makes a payment to which such Treaty Lender is entitled shall cooperate in completing any procedural formalities necessary for such Loan Party to obtain authorization to make such payment without a Tax Deduction. 61 (B) (1) A Treaty Lender which is a Lender on the date on which this Agreement is entered into and which (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name on Schedule I; and (2) a New Lender that (x) is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes, and having done so, that Lender shall be under no obligation pursuant to paragraph (vii)(A), or for the avoidance of doubt, Section 2.16(f), above. (viii) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(vii) above and: (A) a Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or (B) a Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but: (1) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given such Borrower authority to make payments to such Lender without Tax Deduction within 60 days of the date of such Borrower DTTP Filing; and in each case, such Borrower has notified that Lender in writing of either (1) or (2) above, then such Lender and such Borrower shall cooperate in completing any additional procedural formalities necessary for such Borrower to obtain authorization to make that payment without a Tax Deduction. (ix) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(vii) above, no Loan Party shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Advance unless the Lender otherwise agrees. (x) A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender.

62 (xi) Each Lender which becomes a party to this Agreement after the date of this Agreement shall indicate in the Assignment and Acceptance which it executes on becoming a party, and for the benefit of the Administrative Agent and without liability to any Loan Party, which of the following categories it falls in: (A) not a Qualifying Lender (B) a Qualifying Lender (other than a Treaty Lender); or (C) a Treaty Lender. If a New Lender fails to indicate its status in accordance with this Section 2.16(g)(xi) then such New Lender shall be treated for the purposes of this Agreement (including by each Loan Party) as if it is not a Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall inform the Loan Party). For the avoidance of doubt, an Assignment and Acceptance shall not be invalidated by any failure of a Lender to comply with this Section 2.16(g)(xi). (xii) A UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a Tax Confirmation to the relevant Borrower by entry into this Agreement. (xiii) A UK Non-Bank Lender shall promptly notify the relevant Borrower and the Administrative Agent if there is any change in the position from that set forth in the Tax Confirmation. (h) Irish Tax Gross-Up. (i) Each Loan Party shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. (ii) The Reporting Entity shall promptly upon becoming aware that a Loan Party must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the Reporting Entity and such Loan Party. (iii) If a Tax Deduction is required by law to be made by a Loan Party, the amount of the payment due from such Loan Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) A payment shall not be increased under paragraph (iii) above by reason of a Tax Deduction on account of Tax imposed by the Revenue Commissioners of Ireland, if on the date on which the payment falls due (A) the payment could have been made to the Lender without a Tax Deduction if the Lender had been an Irish Qualifying Lender but, on 63 that date, the Lender is not or has ceased to be an Irish Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Irish Tax Treaty, or any published practice or published concession of any relevant tax authority, or (B) the relevant Lender is an Irish Treaty Lender and the Loan Party making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under this Section 2.16(h). (v) If a Loan Party is required to make a Tax Deduction, such Loan Party shall make such Tax Deduction and any payment required in connection with such Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with such Tax Deduction, the Loan Party making such Tax Deduction shall deliver to the Administrative Agent for the Lender Party entitled to the payment evidence reasonably satisfactory to that Lender Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) An Irish Treaty Lender and each Loan Party which makes a payment to which such Irish Treaty Lender is entitled shall cooperate in completing any procedural formalities necessary for such Loan Party to obtain authorization to make such payment without an Irish Tax Deduction. (viii) Each Lender which becomes a party hereto on the day on which this Agreement is entered into confirms that, on such date, it is an Irish Qualifying Lender. Each Lender which becomes a party to this Agreement after the date of this Agreement shall indicate in the Assignment and Acceptance which it executes on becoming a party, and for the benefit of the Administrative Agent and without liability to any Loan Party, whether or not it is an Irish Qualifying Lender. If a New Lender fails to indicate its status in accordance with this Section 2.16(h)(vii) then such New Lender shall be treated for the purposes of this Agreement (including by each Loan Party) as if it is not an Irish Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall inform the Loan Party). For the avoidance of doubt, an Assignment and Acceptance shall not be invalidated by any failure of a Lender to comply with this Section 2.16(h)(vii). (i) (i) Each party hereto may make any deduction it is required to make by FATCA, and any payment required in connection with such deduction, and no party hereto shall be required to increase any payment in respect of which it makes such a deduction or otherwise compensate the recipient of the payment for such deduction; and (ii) Each party hereto shall promptly, upon becoming aware that it must make a deduction as required by FATCA (or that there is any change in the rate or the basis of such deduction), notify the party to whom it is making the payment and, in addition, shall notify the Reporting Entity and the Administrative Agent and the Administrative Agent shall notify the other Finance Parties.

64 (j) In the event that an additional payment is made under Section 2.16(a) or 2.16(c) for the account of any Lender and such Lender, in its sole discretion exercised in good faith, determines that it has received a refund of any tax paid or payable by it in respect of or calculated with reference to the deduction or withholding giving rise to such additional payment, such Lender shall, to the extent that it reasonably determines that it can do so without prejudice to the retention of the amount of such refund, pay to the applicable Borrower such amount as such Lender shall, in its reasonable discretion exercised in good faith, have determined is attributable to such deduction or withholding and will leave such Lender (after such payment) in no worse position than it would have been had such Borrower not been required to make such deduction or withholding. Nothing contained in this Section 2.16(j) shall (i) interfere with the right of a Lender to arrange its tax affairs in whatever manner it thinks fit or (ii) oblige any Lender to disclose any information relating to its tax returns, tax affairs or any computations in respect thereof or (iii) require any Lender to take or refrain from taking any action that would prejudice its ability to benefit from any other credits, reliefs, remissions or repayments to which it may be entitled. (k) Each participant of an interest in any Commitment, Advance or Loan Document hereunder shall be entitled to the benefits of this Section 2.16 (subject to the requirements and limitations herein, including the requirements under Section 2.16(f), (g) and (h) (it being understood that the documentation required under Section 2.16(f) shall be delivered to the participating Lender and the information and documentation required under 2.16(g) and 2.16(h) will be delivered to the applicable Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment hereunder; provided that such participant (A) agrees to be subject to the provisions of Section 2.21 as if it were an assignee hereunder; and (B) shall not be entitled to receive any greater payment under this Section 2.16, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the participant acquired the applicable participation. (l) Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under the Loan Documents. (m) For purposes of this Section 2.16, the term “applicable law” includes FATCA. SECTION 2.17 Sharing of Payments, Etc. Subject to Section 2.20 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advances owing to it (other than pursuant to Section 2.02(c), 2.13, 2.14(a), 2.16 or, 9.04(c) or 9.04(d)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery 65 together with an amount equal to such Lender’s ratable share (according to the proportion of (a) the amount of such Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. It is acknowledged and agreed that the foregoing provisions of this Section 2.17 reflect an agreement entered into solely among the Lenders (and not any Borrower or any Loan Party) and the consent of any Borrower or any Loan Party shall not be required to give effect to the acquisition of a participation by a Lender pursuant to such provisions or with respect to any action taken by the Lenders or the Administrative Agent pursuant to such provisions. The provisions of this Section 2.17 shall not be construed to apply to (A) any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant permitted hereunder. SECTION 2.18 Use of Proceeds . The proceeds of the Advances shall be available, and each applicable Borrower agrees that such proceeds shall be applied, to finance, in part, the Acquisition, including the refinancing, prepayment, repayment, redemption, repurchase, settlement upon conversion, discharge or defeasance of certain existing Debt of the Target and its Subsidiaries (as elected by the Reporting Entity in its sole discretion) (it being understood and agreed that proceeds of the Advances may be held by the Borrowers in cash or cash equivalents or used to pay down borrowings under the Revolving Credit Agreement pending application or reborrowing under the Revolving Credit Agreement in respect of any such refinancing, prepayment, repayment, redemption, repurchase, settlement, discharge or defeasance to be effected after the Closing Date), to pay all or a portion of the Transaction Costs and/or for general corporate purposes and working capital needs. SECTION 2.19 Evidence of Debt(a) . (a) The Register maintained by the Administrative Agent pursuant to Section 9.07(g) shall include (i) the date and amount of each Borrowing made hereunder by each Borrower, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from each Borrower hereunder and each Lender’s share thereof. (b) Entries made reasonably and in good faith by the Administrative Agent in the Register pursuant to subsection (a) above shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from each Borrower to each Lender under this Agreement, absent demonstrable error; provided, however, that the failure of the Administrative Agent to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit, expand or otherwise affect the obligations of any Borrower under this Agreement. SECTION 2.20 Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender (it being understood that

66 the determination of whether a Lender is no longer a Defaulting Lender shall be made as described in Section 2.20(c)): (i) such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to Section 2.06(b) to the extent it is a Defaulting Lender on the date such fee accrues (for the avoidance of doubt fees attributable to funded Advances shall be payable); (ii) [Reserved]; (iii) to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitment and the outstanding Advances of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all or all affected Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the Commitment of such Defaulting Lender, postpone the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of, or stated rate of interest on, any amount owing to such Defaulting Lender or of the stated rate at which any fees payable to such Defaulting Lender hereunder are calculated (in each case, other than as permitted by Section 9.01(a)(iii)), or alter the terms of this proviso, will require the consent of such Defaulting Lender; and (iv) the Reporting Entity may, or may cause the applicable Borrower to, at its sole expense and effort, require such Defaulting Lender to assign and delegate its interests, rights and obligations under this Agreement pursuant to Section 9.07. (b) [Reserved]. (c) If the Borrowers and the Administrative Agent agree in writing in their discretion that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will cease to be a Defaulting Lender and will be a Non- Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of a Borrower while such 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 Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. (d) Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.05 shall be applied at such time or times as follows: first, to the payment of any amounts owing by such Defaulting Lender to the 67 Administrative Agent hereunder; second, to the funding of any Advance; third, as the Reporting Entity may request, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, to the payment of any amounts owing to a Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or otherwise pursuant to this Section 2.20(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. SECTION 2.21 Mitigation(a) . (a) Each Lender shall promptly notify the applicable Borrower and the Administrative Agent of any event of which it has knowledge that will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith judgment, otherwise materially disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by any Loan Party to pay any amount pursuant to Section 2.13 or 2.16 or (ii) the occurrence of any circumstance described in Section 2.12 (and, if any Lender has given notice of any such event described in clause (i) or (ii) and thereafter such event ceases to exist, such Lender shall promptly so notify such Loan Party and the Administrative Agent). In furtherance of the foregoing, each Lender will (at the request of such Loan Party) designate a different funding office if, in the judgment of such Lender, such designation will avoid (or reduce the cost to such Loan Party of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith judgment, be otherwise materially disadvantageous to such Lender. The Reporting Entity hereby agrees to, or to cause the applicable Loan Party to, pay all reasonable costs and expenses incurred by any Lender in connection with any such designation. (b) Notwithstanding any other provision of this Agreement, if any Lender fails to notify the applicable Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to Section 2.13 within 180 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from such Borrower for any amount arising prior to the date which is 180 days before the date on which such Lender notifies such Borrower of such event or circumstance. SECTION 2.22 VAT. Notwithstanding anything in Section 2.16 to the contrary: (a) All amounts expressed to be payable under a Loan Document by any Loan Party to a Lender Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Lender Party to any Loan Party under a Loan Document and such Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Lender Party (in addition to and at the same time as paying any other consideration for such supply or, if later,

68 on presentation of a valid VAT invoice) an amount equal to the amount of the VAT (and such Lender Party must promptly provide an appropriate VAT invoice to that Loan Party). (b) If VAT is or becomes chargeable on any supply made by any Lender Party (the “Supplier”) to any other Lender Party (the “Recipient”) under a Loan Document, and any Loan Party other than the Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Loan Document requires any Loan Party to reimburse or indemnify a Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Section 2.22 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the Person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC or as implemented by a European Member State, or equivalent provisions in any other jurisdiction). (e) In relation to any supply made by a Lender Party to any Loan Party under a Loan Document, if reasonably requested by such Lender Party, that Loan Party must promptly provide such Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Lender Party’s VAT reporting requirements in relation to such supply. 69 ARTICLE III CONDITIONS TO EFFECTIVENESS AND CLOSING SECTION 3.01 Conditions Precedent to Effective Date. This Agreement shall become effective as of the first date on which only the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived in accordance with Section 9.01): (a) The Administrative Agent (or its counsel) shall have received from each Borrower and each Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed such a counterpart. (b) All fees and reasonable out-of-pocket expenses of the Administrative Agent, Joint Lead Arrangers and Lenders (including the invoiced fees and expenses of counsel to the Administrative Agent) that are required to be reimbursed or paid on or prior to the Effective Date under the Fee Letter or the other Loan Documents effective on the Effective Date shall be paid, to the extent invoiced by the relevant person at least three Business Days prior to the Effective Date. (c) The Administrative Agent (or its counsel) shall have received on or before the Effective Date: (i) Certified copies of the resolutions (or extracts thereof) or similar authorizing documentation of the governing bodies of each Borrower authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of each Borrower, but only where such concept is applicable (it being understood that no such certificate will be provided by STERIS Irish FinCo, STERIS plc or any Borrower that is an entity organized under the laws of England and Wales); (iii) A customary certificate of STERIS plc, STERIS Corporation and each other Borrower (i) attaching the charter, by-laws and/or other organizational documents of STERIS plc, STERIS Corporation and each other Borrower and (ii) certifying the names and true signatures of the officers and/or directors of STERIS plc, STERIS Corporation and each other Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; and (iv) A favorable opinion letter of Jones Day and other legal counsel to STERIS plc, STERIS Corporation and each other Borrower reasonably satisfactory to the Administrative Agent, in each case in form and substance reasonably acceptable to the

70 Administrative Agent (and covering STERIS plc, STERIS Corporation and each other Borrower); and (v) A customary solvency certificate in form and substance reasonably acceptable to the Administrative Agent signed by the chief financial officer of STERIS plc confirming that as of the Effective Date (a) the fair value of the assets of the Reporting Entity and its Subsidiaries on a consolidated basis will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the assets of the Reporting Entity and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Reporting Entity and its Subsidiaries on a consolidated basis will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) the Reporting Entity and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the business in which it is engaged, as such business is now conducted and is proposed to be conducted following the Effective Date. (d) (i) The Administrative Agent shall have received, on or prior to the Effective Date, so long as requested no less than ten Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case relating to each Borrower and (ii) to the extent a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to such Borrower at least ten Business Days prior to the Effective Date, a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) in relation to such Borrower, shall have received at least three Business Days prior to the Effective Date such Beneficial Ownership Certification (provided that, unless written notice is given to the Administrative Agent and such Borrower by such Lender at least three Business Days prior to the Effective Date specifying that this condition has not been satisfied and specifying the details thereof, the condition set forth in this clause (ii) shall be deemed to be satisfied with respect to such Lender). SECTION 3.02 Conditions Precedent to Closing Date. The Commitments shall be available on and as of the first date on which only the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived in accordance with Section 9.01): (a) The Effective Date shall have occurred prior to (or shall occur concurrently with) the Closing Date. (b) All fees and reasonable out-of-pocket expenses of the Administrative Agent, Joint Lead Arrangers and Lenders (including the invoiced fees and expenses of counsel to the Administrative Agent) that are required to be reimbursed or paid on or prior to the Closing Date under the Fee Letter or the other Loan Documents effective on the Closing Date shall be paid, to the extent invoiced by the relevant person at least three Business Days prior to the Closing Date. 71 (c) [Reserved]. (d) The following representations and warranties shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) on and as of the Closing Date, except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) as of such earlier date: (i) such representations and warranties made by the Target (or its Affiliates) in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that STERIS plc (or any of its Subsidiaries) has the right to terminate its respective obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of any inaccuracy of such representations in the Acquisition Agreement (determined without regard to whether any notice is required to be delivered by STERIS plc) and (ii) the Specified Representations. (e) [Reserved]. (f) The Joint Lead Arrangers shall have received the Required Financial Statements; provided that (i) STERIS plc’s filing with the Securities and Exchange Commission of any (x) audited Required Financial Statements with respect to STERIS plc and its Subsidiaries on Form 10-K or (y) unaudited Required Financial Statements with respect to STERIS plc and its Subsidiaries on Form 10-Q, in each case, will satisfy the requirements of this clause (f) with respect to clauses (a) or (c), as applicable, of the definition of Required Financial Statements and (ii) the Target’s filing with the Securities and Exchange Commission of any (x) audited Required Financial Statements with respect to the Target and its subsidiaries on Form 10-K or (y) unaudited Required Financial Statements with respect to the Target and its subsidiaries on Form 10-Q, in each case, will satisfy the requirements of this clause (f) with respect to clauses (b) or (d), as applicable, of the definition of Required Financial Statements. The Joint Lead Arrangers hereby acknowledge receipt of each of the financial statements for (i) STERIS plc for the fiscal years ended March 31, 2019 and 2020 and the fiscal quarters ended June 30, 2020 and September 30, 2020, and (ii) the Target for the fiscal years ended July 31, 2020, 2019 and 2018 and the fiscal quarter ended October 31, 2020. (g) The Joint Lead Arrangers shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of STERIS plc and its consolidated Subsidiaries as of and for the fiscal year ended March 31, 2020 and the nine-month period ended December 31, 2020, prepared so as to give effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting.

72 (h) Since January 12, 2021, there has not occurred any Effect (as defined in the Acquisition Agreement as in effect on January 12, 2021) that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) The First Effective Time shall have occurred or substantially concurrently with the occurrence of the Closing Date, shall occur, in all material respects in accordance with the terms and conditions of the Acquisition Agreement, provided that no amendment, modification or waiver of any term thereof or any condition to STERIS plc’s obligation (or obligation of any Subsidiary of STERIS plc) to consummate the Acquisition thereunder or consent granted thereunder will be made or granted by STERIS plc or its Subsidiaries, as the case may be, without the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Administrative Agent (other than any such amendment, modification or waiver or consent that is not materially adverse to any interest of the Lenders in their capacities as such, it being understood that any (i) increase in the purchase price (other than an increase composed entirely of equity (or the proceeds of equity) of STERIS plc) or (ii) decrease of more than 10% of the purchase price before giving effect to any purchase price adjustment, in each case, other than any pricing adjustments expressly contemplated under the Acquisition Agreement, will require the consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, with any decrease of the purchase price (including any decrease of less than 10% of the purchase price before giving effect to any purchase price adjustment) to be allocated ratably to reduce (x) the Bridge Facility and the Commitments on a pro rata basis and (y) the equity consideration to be used to finance the Acquisition (unless the Administrative Agent consents to an alternative allocation)), and STERIS plc shall have delivered to the Administrative Agent a customary certificate as to the satisfaction of the conditions set forth in this Section 3.02(i). (j) Prior to or substantially contemporaneously with the availability of the Advances on the Closing Date, the Existing Target Credit Agreement shall be terminated with all principal, interest and accrued and unpaid invoiced fees and expenses thereunder then outstanding being repaid in full, and STERIS plc shall have delivered to the Administrative Agent customary evidence of such termination. (k) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. Without limiting the foregoing, the failure of any representation or warranty (other than the representations specified in Section 3.02(d) on the Closing Date) to be true and correct at any time when made or deemed made on or prior to the Effective Date or the Closing Date will not constitute the failure of a condition precedent to the effectiveness of this Agreement on the Effective Date or the obligations of each Lender to make the Advances on the Closing Date. ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01 Representations and Warranties. Each Borrower represents and warrants on the Effective Date and the Closing Date as follows: 73 (a) Each Loan Party is duly organized or incorporated, validly existing and in good standing (to the extent that such concept exists) under the laws of its jurisdiction of organization or incorporation, except (other than with respect to any Borrower, to which this exception shall not apply) to the extent such failure would not be reasonably expected to have a Material Adverse Effect. (b) The execution, delivery and performance by each Loan Party of this Agreement and the other Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby (including the Acquisition), (i) are within such Loan Party’s organizational powers, (ii) have been duly authorized by all necessary organizational action and (iii) do not contravene (A) such Loan Party’s charter or by-laws or other organizational documents or (B) any law, regulation or contractual restriction binding on or affecting such Loan Party and (iv) will not result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Consolidated Group, except, in the case of clause (iii)(B) and (iv), as would not be reasonably expected to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrowers and each Guarantor of this Agreement or, except as has been, or shall be, made or obtained or as would not reasonably be expected to have a Material Adverse Effect, for the consummation of the transactions (including the Acquisition) contemplated hereby. (d) This Agreement and the other Loan Documents have been duly executed and delivered by the Loan Parties party thereto. This Agreement and the other Loan Documents are legal, valid and binding obligations of each Loan Party party thereto, enforceable against each such Loan Party in accordance with their terms, except as affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) Each of the financial statements set forth in clauses (a) and (c) of the definition of Required Financial Statements presents fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Reporting Entity and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, except as may be indicated in the notes thereto and subject to year-end audit adjustments and the absence of footnotes in the case of unaudited financial statements. (f) There is no action, suit, investigation, litigation or proceeding (including, without limitation, any Environmental Action), affecting the Consolidated Group pending or, to the knowledge of the Borrowers, threatened before any court, governmental agency or arbitrator that would reasonably be expected to be adversely determined, and if so determined, (a) would reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Consolidated Group taken as a whole (other than the litigation set forth on Schedule 4.01(f) attached hereto) or (b) would adversely affect the legality, validity and enforceability of any material provision of this Agreement in any material respect.

74 (g) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets of the Borrowers and of the Consolidated Group, on a Consolidated basis, subject to the provisions of Section 5.02(a) will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (h) Each of the Loan Parties and their Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by them, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided 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. (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which would reasonably be expected to have a Material Adverse Effect. (j) Except as would not reasonably be expected to have a Material Adverse Effect, (i) as of the last annual actuarial valuation date prior to the Effective Date, no Plan was in at-risk status (as defined in Section 430(i)(4) of the Internal Revenue Code), and (ii) since such annual actuarial valuation date there has been no material adverse change in the funding status of any Plan that would reasonably be expected to cause such Plan to be in at-risk status (as defined in Section 430(i)(4) of the Internal Revenue Code). (k) Except as would not reasonably be expected to have a Material Adverse Effect, (i) none of the Borrowers nor any ERISA Affiliate (A) is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan or has incurred any such Withdrawal Liability that has not been satisfied in full or (B) has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA) or has been determined to be in “endangered” or “critical” status (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA), and (ii) no Multiemployer Plan is reasonably expected to be insolvent or in “endangered” or “critical” status. (l) (i) The operations and properties of the Consolidated Group comply in all respects with all applicable Environmental Laws and Environmental Permits except to the extent that the failure to so comply, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ii) all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without any ongoing obligations or costs except to the extent that such non-compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and (iii) no circumstances exist that would be reasonably expected to (A) form the basis of an Environmental Action against a member of the Consolidated Group or any of its properties that, either individually or in the aggregate, would have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that, either individually or in the aggregate, would have a Material Adverse Effect. (m) (i) None of the properties currently or formerly owned or operated by a member of the Consolidated Group is listed or proposed for listing on the NPL or on the CERCLIS 75 or any analogous foreign, state or local list or, to the best knowledge of the Borrowers, is adjacent to any such property other than such properties of a member of the Consolidated Group that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ii) there are no, and never have been any, underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed of on any property currently owned or operated by any member of the Consolidated Group or, to the best knowledge of the Borrowers, on any property formerly owned or operated by a member of the Consolidated Group that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by a member of the Consolidated Group that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by a member of the Consolidated Group or, to the best knowledge of the Borrowers, on any adjoining property that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (n) No member of the Consolidated Group is undertaking, and no member of the Consolidated Group has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by a member of the Consolidated Group have been disposed of in a manner that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (o) No member of the Consolidated Group is an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (each as defined in the Investment Company Act of 1940, as amended). Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrowers, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (p) The Advances and all related obligations of the Loan Parties under this Agreement (including the Guaranty) rank at least pari passu with all other unsecured obligations of the Loan Parties that are not, by their terms, expressly subordinate to the obligations of the Loan Parties hereunder. (q) The proceeds of the Advances will be used in accordance with Section 2.18. (r) No member of the Consolidated Group or any of their respective officers or directors (a) has violated or is in violation of, in any material respect, or has engaged in any conduct or dealings that would be sanctionable under any applicable anti-money laundering law or

76 Sanctions or (b) is an Embargoed Person; provided that if any member of the Consolidated Group (other than the Borrowers) becomes an Embargoed Person pursuant to clause (b)(iii) of the definition thereof as a result of a country or territory becoming subject to any applicable Sanctions program after the Effective Date, such Person shall not be an Embargoed Person so long as (x) the Borrowers are, as applicable, taking reasonable steps to either obtain an appropriate license for transacting business in such country or territory or to cause such Person to no longer reside, be organized or chartered or have a place of business in such country or territory and (y) such Person’s residing, being organized or chartered or having a place of business in such country or territory would not be reasonably expected to have Material Adverse Effect. The Consolidated Group (i) has adopted and maintains policies and procedures designed to ensure compliance and are reasonably expected to continue to ensure compliance with any Sanction imposed by the United States and (ii) will use commercially reasonable efforts to adopt and maintain policies and procedures designed to ensure compliance with any applicable Sanction other than those imposed by the United States. (s) No member of the Consolidated Group is in violation, in any material respects, of any applicable law, relating to anti-corruption (including the FCPA and the United Kingdom Bribery Act of 2010 (“Anti-Corruption Laws”)) or counter-terrorism (including United States Executive Order No. 13224 on Terrorist Financing, effective September 24, 2011, the Patriot Act, the United Kingdom Terrorism Act of 2000, the United Kingdom Anti-Terrorism, Crime and Security Act of 2011, the United Kingdom Terrorism (United Nations Measures) Order of 2006, the United Kingdom Terrorism (United Nations Measures) Order of 2009 and the United Kingdom Terrorist Asset-Freezing etc. Act of 2010). The Consolidated Group (i) has adopted and maintains policies and procedures that are designed to ensure compliance and are reasonably expected to continue to ensure compliance with the FCPA and (ii) will use commercially reasonable efforts to adopt and maintain policies and procedures designed to ensure compliance with the United Kingdom Bribery Act of 2010. (t) [Reserved]. (u) [Reserved]. (v) [Reserved]. (w) Both on the Effective Date and immediately after the consummation of the transactions to occur on the Closing Date, including the Acquisition, the making of each Advance to be made on the Closing Date and the application of the proceeds of such Advances, (a) the fair value of the assets of the Reporting Entity and its Subsidiaries on a consolidated basis will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the assets of the Reporting Entity and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Reporting Entity and its Subsidiaries on a consolidated basis will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) the Reporting Entity and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the business in which it is engaged, as 77 such business is now conducted and is proposed to be conducted following the Effective Date and the Closing Date, as applicable. (x) Since March 31, 2020, there has been no Material Adverse Change. (y) [Reserved]. (z) No Borrower or Guarantor is an EEA Financial Institution. ARTICLE V COVENANTS SECTION 5.01 Affirmative Covenants. From and after the making of the Advances on the Closing Date, so long as any Advance shall remain unpaid, the Reporting Entity will: (a) Compliance with Laws, Etc. Comply, and cause each member of the Consolidated Group to comply, with all applicable laws, rules, regulations and orders (such compliance to include, without limitation, compliance with ERISA and Environmental Laws), except to the extent that the failure to so comply, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) Payment of Taxes, Etc. Pay and discharge, or cause to be paid and discharged, before the same shall become delinquent, all Taxes, assessments and governmental charges levied or imposed upon a member of the Consolidated Group or upon the income, profits or property of a member of the Consolidated Group, in each case except to the extent that (i) the amount, applicability or validity thereof is being contested in good faith and by proper proceedings or (ii) the failure to pay such Taxes, assessments and charges, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (c) Maintenance of Insurance. Maintain, and cause each member of the Consolidated Group to maintain, insurance with responsible and reputable insurance companies or associations (or pursuant to self-insurance arrangements) in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which any member of the Consolidated Group operates. (d) Preservation of Existence, Etc. Do, or cause to be done, all things necessary to preserve and keep in full force and effect its and each other Loan Party’s (i) existence and (ii) rights (charter and statutory) and franchises; provided, however, that any Loan Party may consummate any merger or consolidation permitted under Section 5.02(b); and provided, further, that no Loan Party shall be required to preserve any such right or franchise if the management of the Borrowers shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Loan Party and that the loss thereof is not disadvantageous in any material respect to the Lenders. (e) Visitation Rights. At any reasonable time and from time to time during normal business hours (but not more than once annually if no Event of Default has occurred and

78 is continuing), upon reasonable notice to the Borrowers, 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, and visit the properties, of the Consolidated Group, and to discuss the affairs, finances and accounts of the Consolidated Group with any of the members of the senior treasury staff of the Borrowers or any other Loan Party. (f) Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Consolidated Group sufficient to permit the preparation of financial statements in accordance with GAAP. (g) Maintenance of Properties, Etc. Cause all of its and the Consolidated Group’s properties that are used or useful in the conduct of its business or the business of any member of the Consolidated Group to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, and cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrowers may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, except, in each case, where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. (h) Guaranties. (w) Subject to clause (y) below, cause any member of the Consolidated Group (other than any Loan Party) that becomes an obligor in respect of any Existing STERIS Notes, the Term Loan Agreement, the Revolving Credit Agreement, the Bridge Facility, the Securities or other Material Indebtedness, to guarantee the Guaranteed Obligations pursuant to a joinder hereto substantially in the form of Exhibit D or any other form agreed by the Administrative Agent, within the later of (I) 60 days thereof and (II) the Closing Date (or such later date as the Administrative Agent may agree in its discretion). (x) Upon the occurrence of a Guaranty Trigger Event, cause, within the later of (I) 60 days of the Guaranty Trigger Date and (II) the Closing Date (or such later date as the Administrative Agent may agree in its discretion), (i) subject to clause (y) below, Synergy and its wholly-owned Subsidiaries that are Material Subsidiaries organized in England and Wales, (ii) subject to clause (z) below, each other wholly-owned Subsidiary that is a Material Subsidiary of the Reporting Entity (other than Synergy and its Subsidiaries) that is or becomes a Domestic Subsidiary (other than a Receivables Subsidiary), (iii) subject to clause (y) below, each Material Subsidiary of the Reporting Entity organized under the laws of Ireland or England and Wales (other than STERIS Dover) that is or becomes a direct or indirect parent of STERIS Corporation and (iv) any New PubCo, in each case, to guarantee the Guaranteed Obligations pursuant to a joinder hereto substantially in the form of Exhibit D or any other form agreed by the Administrative Agent (it being understood that any such joinder entered into pursuant to clause (iv) shall also join such New PubCo hereto as the “Reporting Entity”). 79 (y) In no event shall Synergy or its Subsidiaries organized in England and Wales or any Subsidiary of the Reporting Entity organized under the laws of Ireland or England and Wales that is or becomes a direct or indirect parent of STERIS Corporation be required to provide a guaranty hereunder if the Reporting Entity is treated as a United States corporation for United States federal tax purposes. If the Reporting Entity is treated as a United States corporation for United States federal tax purposes, any guarantees from Synergy or its Subsidiaries or any Subsidiary of the Reporting Entity organized under the laws of Ireland or England and Wales that is or becomes a direct or indirect parent of STERIS Corporation shall terminate automatically and each such guarantee will be void ab initio. (z) To the extent that a Guaranty Trigger Period is then in effect and the target or any subsidiary of the target in a Material Acquisition constitutes a wholly- owned Domestic Subsidiary that is a Material Subsidiary upon consummation of such Material Acquisition, use reasonable best efforts to cause such target and any such subsidiary of such target to guarantee the Guaranteed Obligations pursuant to a joinder hereto substantially in the form of Exhibit D or any other form agreed by the Administrative Agent within the later of (I) 60 days of the consummation of such Material Acquisition and (II) the Closing Date (or such later date as the Administrative Agent may agree in its discretion). (i) Transactions with Affiliates. Conduct, and cause each member of the Consolidated Group to conduct, all material transactions otherwise permitted under this Agreement with any of their Affiliates (excluding the members of the Consolidated Group) on terms that are fair and reasonable and no less favorable to the Reporting Entity or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate; provided that the restrictions of this Section 5.01(i) shall not apply to the following: (i) the payment of dividends or other distributions (whether in cash, securities or other property) with respect to any Equity Interests in a member of the Consolidated Group, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in such Person or any option, warrant or other right to acquire any such Equity Interests in such Person; (ii) payment of, or other consideration in respect of, compensation to, the making of loans to and payment of fees and expenses of and indemnities to officers, directors, employees or consultants of a member of the Consolidated Group and payment, or other consideration in respect of, directors’ and officers’ indemnities; (iii) transactions pursuant to any agreement to which a member of the Consolidated Group is a party on the date hereof and set forth in Schedule 5.01(i); (iv) transactions with joint ventures for the purchase or sale of property or other assets and services entered into in the ordinary course of business and in a manner consistent with past practices;

80 (v) [Reserved]; (vi) transactions approved by a majority of Disinterested Directors of the Borrowers or of the relevant member of the Consolidated Group in good faith; or (vii) any transaction in respect of which the Borrowers deliver to the Administrative Agent (for delivery to the Lenders) a letter addressed to the board of directors of the Borrowers (or the board of directors of the relevant member of the Consolidated Group) from an accounting, appraisal or investment banking firm that is in the good faith determination of the Borrowers qualified to render such letter, which letter states that such transaction is on terms that are no less favorable to the Borrowers or the relevant member of the Consolidated Group, as applicable, than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate. (j) Reporting Requirements. Furnish to the Administrative Agent for further distribution to the Lenders: (i) within 45 days after the end of each of the first three quarters of each fiscal year of the Reporting Entity, a Consolidated balance sheet of the Consolidated Group as of the end of such quarter and Consolidated statements of income and cash flows of the Consolidated Group for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified by the Chief Financial Officer, the Controller or the Treasurer of the Reporting Entity as having been prepared in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments); (ii) within 90 days after the end of each fiscal year of the Reporting Entity, a copy of the annual audit report for such year for the Consolidated Group, containing a Consolidated balance sheet of the Consolidated Group as of the end of such fiscal year and Consolidated statements of income and cash flows of the Consolidated Group for such fiscal year, in each case accompanied by an unqualified opinion or an opinion reasonably acceptable to the Required Lenders by Ernst & Young LLP or other independent public accountants of recognized national standing; (iii) simultaneously with each delivery of the financial statements referred to in subclauses (j)(i) and (j)(ii) of this Section 5.01, a certificate of the Chief Financial Officer, the Controller or the Treasurer of the Reporting Entity that no Default or Event of Default has occurred and is continuing (or if such event has occurred and is continuing the actions being taken by the Reporting Entity to cure such Default or Event of Default), including, if such covenant is tested at such time, setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03; (iv) as soon as possible and in any event within five days after any Responsible Officer shall have obtained knowledge of the occurrence of each Default continuing on the date of such statement, a statement of the Chief Financial Officer, the Controller or the Treasurer of the applicable Borrower setting forth details of such Default and the action that the Borrowers have taken and propose to take with respect thereto; 81 (v) promptly after the sending or filing thereof, copies of all reports that the Reporting Entity sends to any of its securityholders, in their capacity as such, and copies of all reports and registration statements that members of the Consolidated Group file with the Securities and Exchange Commission or any national securities exchange (excluding routine reports filed with the New York Stock Exchange and any reports filed with the Regulatory News Service to satisfy London Stock Exchange Requirements); (vi) promptly after a Responsible Officer obtains knowledge of the commencement thereof, notice of all actions, suits, investigations, litigations and proceedings before any court, governmental agency or arbitrator affecting the Consolidated Group of the type described in Section 4.01(f)(b); and (vii) such other information respecting the Consolidated Group as any Lender through the Administrative Agent may from time to time reasonably request. (k) Repayment of Target Debt. On or prior to the date that is 120 days after the Closing Date, (i) settle any and all Existing Target Notes for which the holder thereof exercises its conversion privilege in connection with the occurrence of a Make-Whole Fundamental Change (as defined in the indenture governing such Existing Target Notes) triggered by the Acquisition in accordance with the terms of the indenture governing such Existing Target Notes; provided that nothing herein shall require the settlement of any Existing Target Notes prior to the expiration of any applicable Observation Period (as defined in the indenture governing the Existing Target Notes) and (ii) to the extent that less than all Existing Target Notes are settled pursuant to clause (i) above, repurchase in accordance with the indenture governing the Existing Target Notes any Existing Target Notes surrendered for repurchase under Section 15 of the indenture governing the Existing Target Notes in connection with the occurrence of a Fundamental Change (as defined in the indenture governing such Existing Target Notes) triggered by the Acquisition. (l) OFAC and FCPA. The Loan Parties shall ensure and shall cause each member of the Consolidated Group and their respective officers and directors (in their capacity as officers and directors, as applicable, of members of the Consolidated Group) to ensure that, to their knowledge, the proceeds of any Advances shall not be used by such Persons (i) to fund any activities or business of or with any Embargoed Person, or in any country or territory, that at the time of such funding is the target of any Sanctions, to the extent such activity or business is prohibited by Sanctions, (ii) in any other manner that would result in a violation of any Sanctions by the Agents, Lenders, the Reporting Entity or any member of the Consolidated Group or (iii) 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 any Anti-Corruption Laws. Information required to be delivered pursuant to subsections (i), (ii) and (v) of Section 5.01(j) above shall be deemed to have been delivered if such information, or one or more annual or quarterly or other reports or proxy statements containing such information, shall have been posted and available on the website of the Securities and Exchange Commission at http://www.sec.gov. Information required to be furnished pursuant to this Section 5.01 may also be furnished by electronic communications pursuant to procedures approved by the Administrative Agent. The Borrowers hereby acknowledge that the Administrative Agent and/or the Joint Lead

82 Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar secure electronic system (the “Platform”). SECTION 5.02 Negative Covenants. From and after the making of the Advances on the Closing Date, so long as any Advance shall remain unpaid, the Reporting Entity will not and will not permit any member of the Consolidated Group to: (a) Liens, Etc. Create, assume or suffer to exist any Lien upon any of its property or assets (other than Unrestricted Margin Stock), whether now owned or hereafter acquired; provided that this Section shall not apply to the following: (i) Liens for taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (ii) other statutory, common law or contractual Liens incidental to the conduct of its business or the ownership of its property and assets that (A) were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and (B) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (iii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) pledges or deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) Liens on property or assets to secure obligations owing to any member of the Consolidated Group; (vi) (A) purchase money Liens on fixed or capital assets or for the deferred purchase price of property; provided that such Lien is limited to the purchase price and only attaches to the property being acquired, constructed or improved and, for the avoidance of doubt, proceeds thereof; provided further that purchase money Liens in favor of any lender may be cross-collateralized with respect to other obligations of such type owing to such lender and (B) capital or finance leases; (vii) easements, zoning restrictions or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any member of the Consolidated Group; (viii) Liens existing on the Effective Date and, to the extent securing obligations in excess of $25,000,000, set forth on Schedule 5.02(a) hereto; 83 (ix) any Lien granted to the Administrative Agent, for the benefit of the Lenders; (x) Liens on Receivables Related Assets of a Receivables Subsidiary in connection with the sale of such Receivables Related Assets pursuant to Section 5.02(f)(iii) hereof; (xi) in addition to the Liens permitted herein, additional Liens, so long as the aggregate principal amount of all Debt and other obligations secured by such Liens, when taken together with, without duplication, the principal amount of all Debt of Subsidiaries that are not Guarantors incurred pursuant to Section 5.02(e)(viii) below, does not exceed an amount equal to 10% of the Consolidated Total Assets at the time such Debt or other obligation is created or incurred; (xii) Permitted Encumbrances; (xiii) any Lien existing on any property or asset prior to the acquisition thereof by any member of the Consolidated Group or existing on any property or assets of any Person at the time such Person becomes a Subsidiary after the Effective Date; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, and (ii) such Lien does not apply to any other property or assets of any member of the Consolidated Group (other than Persons who become members of the Consolidated Group in connection with such acquisition); (xiv) Liens arising in connection with any margin posted related to Hedge Agreements entered other than for speculative purposes; (xv) any extension, renewal or replacement (or successive renewals or replacements) in whole or in part of any Lien referred to in clauses (vi), (viii), (xi) and (xiii) of this Section 5.02(a); provided that (x) the principal amount of the obligations secured thereby shall be limited to the principal amount of the obligations secured by the Lien so extended, renewed or replaced (and, to the extent provided in such clauses, extensions, renewals and replacements thereof), (y) such Lien shall be limited to all or a part of the assets that secured the obligation so extended, renewed or replaced and (z) in the case of any extension, renewal or replacement (or successive renewals or replacements) in whole or in part of any Lien referred to in clause (xi) of this Section 5.02(a) such extension, renewal or replacement (or successive renewals or replacements) shall utilize basket capacity under such clause (xi) prior to any excess amount not permitted thereunder being permitted under this clause (xv); (xvi) Liens on the products and proceeds (including, without limitation, insurance condemnation and eminent domain proceeds) of and accessions to, and contract or other rights (including rights under insurance policies and product warranties) derivative of or relating to, property subject to Liens under any of the paragraphs of this Section 5.02(a); and

84 (xvii) Liens on the proceeds of Specified Indebtedness deposited with a trustee or paying agent or otherwise segregated or held in trust or under an escrow or other funding arrangement with respect to a Pending Transaction prior to the consummation of such Pending Transaction. (b) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (other than Unrestricted Margin Stock) (whether now owned or hereafter acquired) to, any Person, except that: (i) any member of (x) the Consolidated Group other than the Borrowers may merge or consolidate with or into or (y) the Consolidated Group may convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets to, in each case of clause (x) and (y), any other member of the Consolidated Group; (ii) any Borrower may merge or consolidate with or into any other Person (including, but not limited to, any member of the Consolidated Group) so long as (A) such Borrower is the surviving entity or (B) the surviving entity shall succeed, by agreement, including an agreement where such succession occurs by operation of law, in any case reasonably satisfactory in substance to the Administrative Agent (and such agreement shall be provided to the Administrative Agent prior to the closing of such merger or consolidation), to all of the businesses and operations of such Borrower and shall assume all of the rights and obligations of such Borrower under this Agreement and the other Loan Documents; (iii) any member of the Consolidated Group (other than the Borrowers) may merge or consolidate with or into another Person, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets so long as (A) the consideration received in respect of such merger, consolidation, conveyance, transfer, lease or other disposition is at least equal to the fair market value of such assets as determined in good faith by the Reporting Entity and (B) no Material Adverse Effect would reasonably be expected to result from such merger, consolidation, conveyance, transfer, lease or other disposition; and (iv) any member of the Consolidated Group (other than the Borrowers) may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets to another Person to effect (A) a transaction permitted by Section 5.02(f) (other than clause (vii)(ii) thereof) or (B) a merger or consolidation with or into such Person where such merger or consolidation results in such Person or the entity into which such Person is merged or consolidated becoming a member of the Consolidated Group; provided, in the cases of clauses (i), (ii) and (iii) hereof, that no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. 85 (c) Accounting Changes. Change the Reporting Entity’s fiscal year-end from March 31 of each calendar year. (d) Change in Nature of Business. Make any material change in the nature of the business of the Consolidated Group, taken as a whole, from that carried out by STERIS plc and its Subsidiaries on the Effective Date; it being understood that this Section 5.02(d) shall not prohibit (i) the Transactions or (ii) members of the Consolidated Group from conducting any business or business activities incidental or related to such business as carried on as of the Effective Date or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto. (e) Subsidiary Indebtedness. Permit any member of the Consolidated Group that is not a Borrower or a Guarantor to incur Debt of any kind; provided that this Section shall not apply to any of the following (without duplication): (i) Debt incurred under the Loan Documents; (ii) Debt of any member of the Consolidated Group to any member of the Consolidated Group; provided that such Debt shall not have been transferred to any other Person (other than to any member of the Consolidated Group); (iii) Debt outstanding on the Effective Date and, to the extent in respect of obligations in excess of $25,000,000, set forth on Schedule 5.02(e) (it being understood that any Debt in excess of $25,000,000 outstanding on the Effective Date that is otherwise permitted under another clause of Section 5.02(e) need not be set forth on Schedule 5.02(e) in order to be so permitted under such other clause) and any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part); provided that the outstanding principal amount of any such Debt may only be increased (x) to the extent of any accrued interest, premiums, fees, costs and expenses incurred in connection with the extension, renewal, refinancing, refunding, replacement or restructuring of such Debt or (y) to the extent any such increase is permitted to be incurred under any other clause of this Section 5.02(e); (iv) (i) Debt of any member of the Consolidated Group incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including capital or finance leases and any Debt assumed in connection with the acquisition of any such assets (provided that such Debt is incurred or assumed prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part); provided that the aggregate principal amount of Debt permitted by this clause (iv) shall not exceed $100,000,000 at any time outstanding;

86 (v) Debt under or related to Hedge Agreements entered into for non-speculative purposes; (vi) letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the ordinary course of business; (vii) Debt of Receivables Subsidiaries in respect of Permitted Receivables Facilities in an aggregate principal amount at any time outstanding not to exceed $250,000,000; (viii) (i) any other Debt (not otherwise permitted under this Agreement), and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this clause (viii), provided that, the aggregate principal amount of (1) all Debt incurred under this clause (viii) and (2) without duplication, all Debt and other obligations secured by Liens incurred under Section 5.02(a)(xi) shall not exceed 10% of Consolidated Total Assets at the time such Debt is incurred (except that Debt incurred in reliance on clause (ii) of this Section 5.02(e)(viii) will in any event be permitted (but will utilize basket capacity under this clause (viii)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt extended, renewed, refinanced, refunded, replaced or restructured plus any accrued interest, premiums, fees, costs and expenses incurred in connection with the extension, renewal, refinancing, refunding, replacement or restructuring of such Debt); (ix) Debt owed to any officers or employees of any member of the Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding; (x) guarantees of any Debt permitted pursuant to this Section 5.02(e); (xi) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations; (xii) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations; (xiii) Debt in connection with overdue accounts payable, which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; 87 (xiv) Debt arising or incurred as a result of or from the adjudication or settlement of any litigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group; provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 6.01(f); (xv) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; and (xvi) (i) Debt of any Person which becomes a Subsidiary after the Effective Date or is merged with or into or consolidated or amalgamated with any member of the Consolidated Group after the Effective Date and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided that (A) such Debt existed at the time such Person became a Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof and (B) immediately after such Person becomes a Subsidiary or such merger, consolidation, amalgamation or acquisition, (x) no Default shall have occurred and be continuing and (y) the Reporting Entity shall be in compliance with Section 5.03 on a pro forma basis; and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the outstanding principal amount of any such Debt may only be increased (x) to the extent of any accrued interest, premiums, fees, costs and expenses incurred in connection with the extension, renewal, refinancing, refunding, replacement or restructuring of such Debt or (y) to the extent any such increase is permitted to be incurred under any other clause of this Section 5.02(e). (f) Dispositions. Convey, sell, assign, transfer or otherwise dispose of (each, a “Disposition”) any of its property or assets outside the ordinary course of business, other than to any member of the Consolidated Group, except for: (i) Dispositions of assets and property that are (i) obsolete, worn, damaged, uneconomic or otherwise deemed by any member of the Consolidated Group to no longer be necessary or useful in the operation of such member of the Consolidated Group’s current or anticipated business or (ii) replaced by other assets or property of similar suitability and value; (ii) Dispositions of cash and Cash Equivalents; (iii) Dispositions of accounts receivable (i) in connection with the compromise or collection thereof, (ii) deemed doubtful or uncollectible in the reasonable discretion of any member of the Consolidated Group, (iii) obtained by any member of the Consolidated Group in the settlement of joint interest billing accounts, (iv) granted to settle collection of accounts receivable or the sale of defaulted accounts arising in connection with the

88 compromise or collection thereof and not in connection with any financing transaction or (v) in connection with a Permitted Receivables Facility; (iv) any other Disposition (not otherwise permitted under this Agreement) of any assets or property; provided that after giving effect thereto, the Reporting Entity would be in pro forma compliance with the covenants set forth in Section 5.03; (v) Dispositions by any member of the Consolidated Group of all or any portion of any Subsidiary that is not a Material Subsidiary; (vi) leases, licenses, subleases or sublicenses by any member of the Consolidated Group of intellectual property in the ordinary course of business; (vii) Dispositions arising as a result of (i) the granting or incurrence of Liens permitted under Section 5.02(a) or (ii) transactions permitted under Section 5.02(b) (other than Section 5.02(b)(iii)) of this Agreement; (viii) any Disposition or series of related Dispositions that does not individually or in the aggregate exceed $10,000,000; (ix) Dispositions constituting terminations or expirations of leases, licenses and other agreements in the ordinary course of business; and (x) contributions of assets in the ordinary course of business to joint ventures entered into in the ordinary course of business. SECTION 5.03 Financial Covenants. From and after the making of the Advances on the Closing Date, as of the last day of the first fiscal quarter of the Reporting Entity ended on or after the Closing Date and on the last day of each fiscal quarter of the Reporting Entity ending thereafter (provided that compliance with the financial covenants shall not be a condition to the occurrence of the Closing Date): (a) The Reporting Entity will not permit the ratio of (x) Consolidated Total Debt at such time to (y) Consolidated EBITDA for the four consecutive fiscal quarter period ending as of such date to exceed 3.50 to 1.00; provided, that the ratio referenced in this Section 5.03(a) shall be increased by 0.25 to 1.00 after a Material Acquisition for a period of four fiscal quarters after the date of such Material Acquisition; and (b) The Reporting Entity will not permit the ratio of Consolidated EBITDA to Consolidated Interest Expense for the period of four fiscal quarters ending on such date, to be less than 3.00:1.00. SECTION 5.04 Limitations on Actions of Administrative Agent and Lenders Between the Effective Date and the Closing Date. During the period from and including the Effective Date to and including the earlier of the Commitment Termination Date and the Closing Date, and notwithstanding (a) that any representation made on the Effective Date was incorrect, (b) any provision to the contrary in any Loan Document or (c) that any condition to the occurrence 89 of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (i) cancel any of its Commitments (except as set forth in Section 2.07), (ii) rescind, terminate or cancel the Loan Documents, or (iii) refuse to participate in making its Advances when required to do so under this Agreement; provided in each case that the applicable conditions precedent to the making of such Advances set forth in Section 3.02 have been satisfied, and provided further that subsequent to the making of the Advances on the Closing Date, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing. Notwithstanding the foregoing or anything to the contrary provided herein, Sections 5.01, 5.02, 5.03 and 6.01 shall not become effective until immediately after the making of the Advances on the Closing Date. ARTICLE VI EVENTS OF DEFAULT SECTION 6.01 Events of Default. From and after the making of the Advances on the Closing Date, if any of the following events (“Events of Default”) shall occur and be continuing: (a) any Loan Party, as applicable, shall fail (i) to pay any principal of any Advance when the same becomes due and payable or (ii) to pay any interest on any Advance or make any payment of fees or other amounts payable under this Agreement within five Business Days after the same becomes due and payable; or (b) any representation or warranty made by a Loan Party herein or in any other Loan Document or by a Loan Party (or any of its officers or directors) in connection with this Agreement or in any certificate or other document furnished pursuant to or in connection with this Agreement, if any, in each case shall prove to have been incorrect in any material respect when made or deemed made; or (c) (i) a Borrower shall fail to perform or observe any term, covenant or agreement contained in Sections 5.01(d)(i), 5.01(j)(iv), 5.02(a), 5.02(b), 5.02(d), 5.02(e), 5.02(f) or 5.03 or (ii) a Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(e) or clauses (i)-(iii) or (v)-(vii) of Section 5.01(j) if such failure shall remain unremedied for 10 Business Days after written notice thereof shall have been given to such Borrower by the Administrative Agent or any Lender, or (iii) a Borrower or any other Loan Party shall fail to perform or observe any other term, covenant or agreement contained in any Loan Document, if any, in each case 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 such Borrower by the Administrative Agent or any Lender; or (d) a Borrower, any Guarantor or any Significant Subsidiary shall fail to pay any principal of or premium or interest on any Material Indebtedness of such Borrower, or such Guarantor or such Significant Subsidiary, respectively, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and

90 such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt 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, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or (e) any Loan Party or any Significant Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Loan Party or any Significant Subsidiary seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts 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), such proceeding shall remain undismissed or unstayed for a period of 60 days; or the Loan Party or any Significant Subsidiary shall take any corporate action to authorize any of the actions set forth above in this Section 6.01(e); or (f) any one or more judgments or orders for the payment of money in excess of the greater of (x) $150,000,000 and (y) 3% of Consolidated Total Assets shall be rendered against a Loan Party or any Significant Subsidiary and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that, for purposes of determining whether an Event of Default has occurred under this Section 6.01(f), the amount of any such judgment or order shall be reduced to the extent that (A) such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (B) such insurer, which shall be rated at least “A” by A.M. Best Company, has been notified of, and has not disputed the claim made for payment of, such judgment or order; or (g) (i) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), directly or indirectly, of Voting Stock of the Reporting Entity (or other securities convertible into or exchangeable for such Voting Stock) representing 50% or more of the combined voting power of all Voting Stock of the Reporting Entity (on a fully diluted basis), unless such Reporting Entity becomes a direct or indirect wholly-owned Subsidiary of a holding company and the direct or indirect holders of Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Reporting Entity’s Voting Stock immediately prior to that event (such new holding company, a “New PubCo”); or (ii) during any period of up to 24 consecutive 91 months, a majority of the members of the board of directors of the Reporting Entity shall not be Continuing Directors; or (h) one or more of the following shall have occurred or is reasonably expected to occur, which in each case would reasonably be expected to result in a Material Adverse Effect: (i) any ERISA Event with respect to any Plan; (ii) the partial or complete withdrawal of the Reporting Entity or any ERISA Affiliate from a Multiemployer Plan; or (iii) the insolvency or termination of a Multiemployer Plan; or (i) this Agreement (including the Guaranty set forth in Article VIII) shall cease to be valid and enforceable against the Loan Parties (except to the extent it is terminated in accordance with its terms) or a Loan Party shall so assert in writing; then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers; provided, however, that in the event of an Event of Default under Section 6.01(e), (A) the Commitment of each Lender shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrowers. ARTICLE VII THE AGENTS SECTION 7.01 Authorization and Action. Each of the Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. SECTION 7.02 Administrative Agent Individually. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender, as any other Lender and may exercise the same as though it were not the Administrative Agent

92 and the term “Lender” or “Lenders” as applicable, shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. SECTION 7.03 Duties of Administrative Agent; Exculpatory Provisions. The Administrative Agent shall have no duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 6.01 and 9.01) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall not be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrowers or a Lender. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set 93 forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each of the Finance Parties hereby exempts the Administrative Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Finance Party. A Finance Party which cannot grant such exemption shall notify the Administrative Agent accordingly and, upon request of the Administrative Agent, either act in accordance with the terms of this Agreement and/or any other Loan Document as required pursuant to this Agreement and/or such other Loan Document or grant a special power of attorney to a party acting on its behalf, in a manner that is not prohibited pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and/or any other applicable laws. SECTION 7.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person or Persons (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page). The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Advance. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. SECTION 7.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative 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 Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-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 Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub- agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

94 SECTION 7.06 Resignation of Administrative Agent(a) . (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed, and only so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and consented to by the Borrowers and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent and, with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and consented to by the Borrowers and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as a successor Administrative Agent is appointed as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 2.16(l) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by each Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article VII and Section 9.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents 95 and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. SECTION 7.07 Non-Reliance on Administrative Agent and Other Lenders; Acknowledgments. (a) Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. (b) (i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 7.07(b) shall be conclusive, absent manifest error. (ii) Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent

96 (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (iii) The Borrowers and each other Loan Party from time to time party hereto hereby agree that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by a Borrower or any other Loan Party. (iv) Each party’s obligations under this Section 7.07(b) shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations under any Loan Document. SECTION 7.08 Other Agents. None of the Lenders identified on the facing page or signature pages of this Agreement as an “arranger”, “book runner”, “syndication agent”, “co- documentation agent” or “senior managing agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. SECTION 7.09 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 Joint Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any 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 the Plan Asset Regulations) of one or more benefit plans in connection with the Advances or the Commitments; 97 (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84- 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96- 23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances or the Commitments and this Agreement, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith; (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 Advances or the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Advances or 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 or PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances or 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 sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant as provided in 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, 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 Joint Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that none of the Administrative Agent or any Joint Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto). ARTICLE VIII GUARANTY SECTION 8.01 Guaranty. Subject to Section 5.01(h)(y), each Guarantor, on a joint and several basis, absolutely, unconditionally and irrevocably guarantees to the Administrative Agent for the ratable benefit of the Lender Parties (defined below) (the “Guaranty”), as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at

98 stated maturity, upon acceleration, demand or otherwise, and at all times thereafter, of all existing and future indebtedness and liabilities, whether for principal, interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding), premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of the Reporting Entity and Borrowers to the Lenders and the Administrative Agent (collectively, the “Lender Parties”) arising under this Agreement or any other Loan Document, including all renewals, extensions and modifications thereof (collectively, the “Guaranteed Obligations”). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty (other than payment in full in cash). SECTION 8.02 No Termination. Except as permitted under Section 8.08, this Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than contingent indemnification obligations not yet due and payable) and any other amounts payable under this Guaranty are indefeasibly paid and performed in full and the Commitments have terminated. SECTION 8.03 Waiver by the Guarantors. Each Guarantor waives notice of the acceptance of this Guaranty and of the extension or continuation of the Guaranteed Obligations or any part thereof. Each Guarantor further waives presentment, protest, notice, dishonor or default, demand for payment and any other notices to which the Guarantor might otherwise be entitled other than any notice required hereunder. SECTION 8.04 Subrogation. No Guarantor shall exercise any right of subrogation, reimbursement, exoneration, indemnification or contribution, any right to participate in any claim or remedy of the Lender Parties or any similar right with respect to any payment it makes under this Guaranty with respect to the Guaranteed Obligations until all of the Guaranteed Obligations (other than contingent indemnification obligations not yet due and payable) have been paid in full in cash and the Commitments have terminated. If any amount is paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Lender Parties and shall forthwith be paid to the Lender Parties to reduce the amount of the Guaranteed Obligations, whether matured or unmatured. SECTION 8.05 Waiver of Defenses. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and to the extent not prohibited by applicable law, the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability against the Borrowers of this Agreement or any agreement or other instrument relating thereto; 99 (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligation of the Borrowers under or in respect of this Agreement or any other amendment or waiver of or any consent to departure from this Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrowers or any other member of the Consolidated Group or otherwise; (c) any taking, exchange, release or non-perfection of any collateral or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty for all or any of the Guaranteed Obligations; (d) any manner of application of collateral, if any, or assets, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral or other assets for all or any of the Guaranteed Obligations; (e) any change, restructuring or termination of the corporate structure or existence of a Borrower or other member of the Consolidated Group; (f) any failure of the Administrative Agent or any Lender to disclose to a Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrowers now or hereafter known to the Administrative Agent or such Lender (each Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (g) the release or reduction of liability of any other Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, a Borrower, any Guarantor or any other guarantor or surety (other than defense of payment in full in cash). This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of a Borrower or any other Loan Party or otherwise, all as though such payment had not been made. SECTION 8.06 Exhaustion of Other Remedies Not Required. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety. Each Guarantor waives diligence by the Lender Parties and action on delinquency in respect of the Guaranteed Obligations or any part thereof, including, without limitation, any provision of law requiring the Lender Parties to exhaust any right or remedy or to take any action against a Borrower, any other guarantor or any other Person or property before enforcing this Guaranty against such Guarantor. SECTION 8.07 Stay of Acceleration. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed, upon any action or proceeding, of a Borrower or any other

100 Person, or otherwise, all such amounts shall nonetheless be payable by the Guarantors immediately upon demand by the Administrative Agent as and to the extent that the Administrative Agent has the right to demand such amounts pursuant to Section 6.01 hereof. SECTION 8.08 Release of Guarantees. (a) Upon a Guaranty Termination Date, each Guarantor (other than STERIS Corporation, STERIS Limited, STERIS Irish FinCo and the Reporting Entity) shall automatically without delivery of any instrument or performance of any act by any party be released from this Guaranty (for so long as such ratings are maintained at such levels or higher), in each case except to the extent that any such entity remains an obligor in respect of any Existing STERIS Notes, the Term Loan Agreement, the Revolving Credit Agreement, the Bridge Facility, the Securities or other Material Indebtedness, in which case the Guaranty of such entity shall remain in effect until such indebtedness is repaid or such entity shall cease to be a guarantor thereof. (b) A Guarantor (other than STERIS Corporation, STERIS Limited, STERIS Irish FinCo and the Reporting Entity) that was required to guarantee the Guaranteed Obligations pursuant to Section 5.01(h)(w) shall automatically without delivery of any instrument or performance of any act by any party be released from its obligations hereunder when the applicable indebtedness with respect to which such Guarantor was an obligor is repaid or such entity shall cease to be a guarantor thereof, in each case except to the extent a Guaranty Trigger Period is then in effect, in which case the Guaranty of such entity shall remain in effect until the Guaranty Termination Date. (c) A Guarantor (other than STERIS Corporation, STERIS Limited, STERIS Irish FinCo and the Reporting Entity) shall automatically without delivery of any instrument or performance of any act by any party be released from its obligations hereunder (i) upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Reporting Entity, (ii) at such time that such Guarantor is no longer (x) a Material Subsidiary of STERIS Corporation that is a Domestic Subsidiary, (y) a Material Subsidiary of Synergy that is organized under the laws of England and Wales (or in the case of Synergy itself, no longer a Material Subsidiary that is organized under the laws of England and Wales) or (z) a Material Subsidiary of the Reporting Entity and a direct or indirect parent of STERIS Corporation that is organized under the laws of Ireland or England and Wales; provided that if the Reporting Entity desires such entity to remain a Guarantor, the Reporting Entity shall notify the Administrative Agent in writing and such entity shall remain a Guarantor, or (iii) upon the occurrence of the applicable circumstances set forth in Section 5.01(h)(y), in which case the applicable guarantee will be void ab initio as set forth therein. (d) In connection with any release pursuant to this Section 8.08, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such release. Any execution and delivery of documents pursuant to this Section 8.08 shall be without recourse to or warranty by the Administrative Agent. 101 SECTION 8.09 Guaranty Limitations. Anything herein to the contrary notwithstanding, the maximum liability of each Guarantor hereunder shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable foreign, federal and state bankruptcy, insolvency or receivership laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and each Guarantor’s obligations hereunder. This Guaranty does not apply to any liability to the extent that it would result in this Guaranty constituting unlawful financial assistance within the meaning of section 678 and 679 of the Companies Act 2006 or under section 82 of the Companies Act 2014 of Ireland (as the case may be) or constituting a breach of section 239 of the Companies Act 2014 of Ireland and, with respect to any Person that becomes a Guarantor after the date of this Agreement, shall be subject to any limitations set forth in the joinder hereto pursuant to which such Person shall become a Guarantor. ARTICLE IX MISCELLANEOUS SECTION 9.01 Amendments, Etc. (a) Subject to Section 2.10(e) and (f), no amendment or waiver of any provision of this Agreement, nor consent to any departure by a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Loan Parties and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing, do any of the following: (i) waive any of the conditions specified in Section 3.01 or 3.02 unless signed by each Lender directly and adversely affected thereby; (ii) increase or extend the Commitments of any Lender or modify the currency in which a Lender is required to make extensions of credit under this Agreement, unless signed by such Lender; (iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated, or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of a Borrower to pay Default Interest; (iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that, in each case, shall be

102 required for the Lenders or any of them to take any action hereunder, unless signed by all Lenders; (vi) amend this Section 9.01, unless signed by all Lenders; or (vii) release all or substantially all of the Guarantors from the Guaranty (except as contemplated by Section 8.08) unless signed by all Lenders; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement. Notwithstanding the foregoing, the Administrative Agent and the Borrowers may amend any Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document other than the Administrative Agent and the Borrowers. (b) If, in connection with any proposed amendment, waiver or consent requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and adversely affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity (which is reasonably satisfactory to the Borrowers and the Administrative Agent) shall agree, as of such date, to purchase at par for cash the Advances and other Guaranteed Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date, and (ii) each Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement all principal, interest, fees and other amounts then accrued but unpaid to such Non- Consenting Lender by such Borrower to and including the date of termination. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. SECTION 9.02 Notices, Etc(a) . (a) All notices and other communications provided for hereunder shall be in writing (including telecopier) and mailed (including email as permitted under Section 9.02(b)), telecopied or delivered, if to a Borrower or the Administrative Agent, to the address, telecopier number or if applicable, electronic mail address, specified for such Person on Schedule II; or, as to a Borrower or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrowers and the Administrative Agent. All such notices and communications shall, when mailed or telecopied, be effective three Business Days after being deposited in the mails, postage prepaid, or upon confirmation of receipt (except that if electronic confirmation of receipt is received at a time that the recipient is not open for business, the applicable notice or communication shall be effective at the opening of business on the next Business Day of the recipient), respectively, except that notices 103 and communications to the Administrative Agent pursuant to Article II, III or VII shall not be effective until received by the Administrative Agent. Delivery by telecopier or other electronic communication of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof. (b) Electronic Communications. Notices and other communications to the Borrowers, any other Loan Party and the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Reporting Entity (in the case of the Borrowers and other Loan Parties) and the Administrative Agent (in the case of the Lenders), provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. 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 be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. (c) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. 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 ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of a Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Platform, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrowers, any

104 Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). (d) Each Lender agrees that notice to it (as provided in the next sentence) specifying that any communication has been posted to the Platform shall constitute effective delivery of such information, documents or other materials to such Lender for purposes of this Agreement. Each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Lender acknowledges that it will receive Borrower Materials that may contain material non-public information with respect to a Borrower or its securities for purposes of United States federal or state securities laws. (e) If any notice required under this Agreement is permitted to be made, and is made, by telephone, actions taken or omitted to be taken in reliance thereon by the Administrative Agent or any Lender shall be binding upon the Borrowers notwithstanding any inconsistency between the notice provided by telephone and any subsequent writing in confirmation thereof provided to the Administrative Agent or such Lender; provided that any such action taken or omitted to be taken by the Administrative Agent or such Lender shall have been in good faith and in accordance with the terms of this Agreement. (f) With respect to notices and other communications hereunder from a Borrower to any Lender, such Borrower shall provide such notices and other communications to the Administrative Agent, and the Administrative Agent shall promptly deliver such notices and other communications to any such Lender in accordance with subsection (b) above or otherwise. SECTION 9.03 No Waiver; Remedies. No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by applicable law. SECTION 9.04 Costs and Expenses(a) . (a) The Reporting Entity agrees to pay, or cause to be paid, upon demand, all reasonable and documented out-of-pocket costs and expenses of each Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including (i) all due diligence, syndication (including printing and distribution), duplication and messenger costs and (ii) the reasonable and documented fees and expenses of a single primary counsel (and a local counsel in each relevant jurisdiction) for the Administrative Agent with respect thereto and with respect to advising the Agents as to their respective rights and responsibilities under this Agreement. The Reporting Entity further agrees to pay, or cause to be paid, upon demand, all reasonable and documented out-of-pocket costs and expenses of the Agents and the Lenders, if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable and documented fees and expenses of a single primary 105 counsel and an additional single local counsel in any local jurisdictions for the Agents and the Lenders and, in the case of an actual or perceived conflict of interest where the Administrative Agent notifies the Borrowers of the existence of such conflict, one additional counsel, in connection with the enforcement of rights under this Agreement. (b) The Reporting Entity agrees to, and to cause the applicable Borrowers to, indemnify and hold harmless each Agent and Lender and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, penalties, liabilities and expenses (provided that the obligations of each Borrower and the Reporting Entity to the Indemnified Parties in respect of fees and expenses of counsel shall be limited to the reasonable fees and expenses of one counsel for all Indemnified Parties, taken together (and, if reasonably necessary, one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest, of one additional counsel for all Indemnified Parties, taken together (and, if reasonably necessary, one local counsel in any relevant jurisdiction) (all such claims, damages, losses, penalties, liabilities and reasonable expenses being, collectively, the “Losses”)) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with (i) this Agreement, any of the transactions contemplated hereby or the actual or proposed use of the proceeds of the Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of the Consolidated Group or any Environmental Action relating in any way to the Consolidated Group, in each case whether or not such investigation, litigation or proceeding is brought by the Borrowers, their directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent Losses (A) are found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its Affiliates (including any material breach of its obligations under this Agreement), (B) result from any dispute between an Indemnified Party and one or more other Indemnified Parties (other than against an Agent or Joint Lead Arranger acting in such a role) or (C) result from the claims of one or more Lenders solely against one or more other Lenders (and not claims by one or more Lenders against any Agent acting in its capacity as such except, in the case of Losses incurred by any Agent or any Lender as a result of such claims, to the extent such Losses are found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct (including any material breach of its obligations under this Agreement)) not attributable to any actions of a member of the Consolidated Group and for which the members of the Consolidated Group otherwise have no liability. The Borrowers further agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrowers or any of their shareholders or creditors for or in connection with this Agreement or any of the transactions contemplated hereby or the actual or proposed use of the proceeds of the Advances, except to the extent such liability is found in a final nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct (including any material breach of its obligations under this Agreement). In no event, however, shall any Indemnified Party be liable on any theory of liability for any

106 special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). Notwithstanding the foregoing, this Section 9.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) IfWith respect to Term Benchmark Advances, if any payment of principal of, or Conversion of, any Eurocurrency RateTerm Benchmark Advance is made by a Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of (i) a payment or Conversion pursuant to Section 2.08, 2.10(e), 2.12 or 2.14, (ii) acceleration of the maturity of the Advances pursuant to Section 6.01, (iii) a payment by an assignee to any Lender other than on the last day of the Interest Period for such Advance upon an assignment of the rights and obligations of such Lender under this Agreement pursuant to Section 9.07 as a result of a demand by such Borrower pursuant to Section 9.07(b) or (iv) for any other reason, such Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional reasonable losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or as a result of any inability to Convert or exchange in the case of Section 2.10 or 2.14, including, without limitation, any reasonable loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 9.04(c) shall be delivered to such Borrower and shall be conclusive absent manifest error. Such Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) With respect to RFR Advances, if any payment of principal of any RFR Advance is made by a Borrower to or for the account of a Lender other than on the RFR Interest Payment Date for such Advance, as a result of (i) a payment pursuant to Section 2.08, 2.10(e),2.12 or 2.14, (ii) acceleration of the maturity of the Advances pursuant to Section 6.01, (iii) a payment by an assignee to any Lender other than on the RFR Interest Payment Date for such Advance upon an assignment of the rights and obligations of such Lender under this Agreement pursuant to Section 9.07 as a result of a demand by such Borrower pursuant to Section 9.07(b) or (iv) for any other reason, such Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional reasonable losses, costs or expenses that it may reasonably incur as a result of such payment or as a result of any inability to exchange in the case of Section 2.10 or 2.14, including, without limitation, any reasonable loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 9.04(d) shall be delivered to such Borrower and shall be conclusive absent manifest error. Such Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (de) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of each Borrower contained in Sections 2.13, 2.16 and 107 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. SECTION 9.05 Right of Setoff. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the applicable Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement, whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify such Borrower after any such setoff and application is made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and their Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that such Lender and their Affiliates may have. SECTION 9.06 Binding Effect. This Agreement became effective on the Effective Date and, thereafter, has been and shall continue to be binding upon and inure to the benefit of, and be enforceable by, the Loan Parties, the Administrative Agent and each Lender and their respective successors and permitted assigns, except that the Loan Parties shall have no right to assign their rights hereunder or any interest herein without the prior written consent of each Lender, and any purported assignment without such consent shall be null and void. SECTION 9.07 Assignments and Participations. (a) Each Lender may, with the consent of (x) the Borrowers, such consent not to be unreasonably withheld or delayed and (y) the Administrative Agent, which consent shall not be unreasonably withheld or delayed, assign to one or more Persons (other than natural persons, Defaulting Lenders, Disqualified Lenders or the Reporting Entity or its Affiliates) all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or the Advances owing to it); provided that (A) the consent of the Borrowers shall not be required while an Event of Default has occurred and is continuing; provided that notwithstanding this clause (A), such consent shall be required in any event on or prior to the Closing Date, (B) with respect to any assignment made after the Closing Date, the consent of the Borrowers shall be deemed given if the Borrowers shall not have objected within 10 Business Days following receipt of written notice of such proposed assignment, and (C) in the case of an assignment to any other Lender or an Affiliate of any Lender, no such consent shall be required from (x) the Administrative Agent or (y) the Borrowers with respect to assignments by any Lender to its Affiliate or to another Lender; provided that notwithstanding this clause (y) such Borrower consent shall be required in any event on or prior to the Closing Date, provided that in each such case prior notice thereof shall have been given to the Borrowers and the Administrative Agent.

108 (b) Upon demand by the Borrowers (with a copy of such demand to the Administrative Agent) (w) any Defaulting Lender, (x) any Lender that has made a demand for payment pursuant to Section 2.13 or 2.16, (y) any Lender that has asserted pursuant to Section 2.10(b) or 2.14 that it is impracticable or unlawful for such Lender to make Eurocurrency RateTerm Benchmark Advances or (z) any Lender that fails to consent to an amendment or waiver hereunder for which consent of all Lenders (or all affected Lenders) is required and as to which the Required Lenders shall have given their consent, will assign to one or more Persons designated by the Borrowers all of its rights and obligations under this Agreement (including, without limitation, all of its Commitment or the Advances owing to it). (c) In each such case, (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment or Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, unless otherwise agreed by the Borrowers and the Administrative Agent; (C) [Reserved]; (D) each such assignment made as a result of a demand by the Borrowers pursuant to Section 9.07(b) shall be arranged by the Borrowers with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that, in the aggregate, cover all of the rights and obligations of the assigning Lender under this Agreement; (E) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrowers pursuant to Section 9.07(b), (1) unless and until such Lender shall have received one or more payments from one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, and from the Reporting Entity or one or more assignees in an aggregate amount equal to all other amounts accrued to such Lender under this Agreement (including, without limitation, any amounts owing under Section 2.13, 2.16 or, 9.04(c) or 9.04(d)) and (2) unless and until the Reporting Entity shall have paid (or caused to be paid) to the Administrative Agent a processing and recordation fee of $3,500; provided, however, that the 109 Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (F) the parties to each such assignment (other than, except in the case of a demand by the Borrowers pursuant to Section 9.07(b), the Borrowers) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance and, if such assignment does not occur as a result of a demand by the Borrowers pursuant to Section 9.07(b) (in which case the Reporting Entity shall pay or cause to be paid the fee required by subclause (E)(3) of Section 9.07(c)), a processing and recordation fee of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (d) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement, except that such assigning Lender shall continue to be entitled to the benefit of Sections 9.04(a) and (b) with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (e) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) and such other

110 documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) [Reserved]; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (f) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrowers. (g) The Administrative Agent, acting solely for this purpose as the agent of the Borrowers, shall maintain at its address referred to in Section 9.02(a) a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments and Advances of, and principal amount (and stated interest) of the Advances owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent demonstrable error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (h) Each Lender may sell participations to one or more banks or other entities (other than the Borrowers or any of their Affiliates, any Defaulting Lender, any Disqualified Lender or any natural person) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it) without the consent of the Administrative Agent or the Borrowers; provided, however, that: (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment) shall remain unchanged; 111 (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) such Lender shall remain the Lender of any such Advance for all purposes of this Agreement; (iv) the Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement, or any consent to any departure by the Borrowers herefrom or therefrom, except, after the Closing Date, as to matters requiring the approval of all the Lenders pursuant to Section 9.01. Each Lender shall promptly notify the Borrowers after any sale of a participation by such Lender pursuant to this Section 9.07(h); provided that the failure of such Lender to give notice to the Borrowers as provided herein shall not affect the validity of such participation or impose any obligations on such Lender or the applicable participant. 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 (and stated interest) of each participant’s interest in the Advances or other obligations under the Loan Documents (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, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (i) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Information relating to the Borrowers received by it from such Lender as more fully set forth in Section 9.08 and subject to the requirements of Section 9.08 (it being understood that, notwithstanding anything to the contrary set forth in such agreement, the Borrowers shall be third party beneficiaries of such agreement).

112 (j) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation and the Advances owing to it) to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any central bank having jurisdiction over such Lender. (k) Notwithstanding the foregoing, the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of loans, or disclosure of confidential information, to, or the restrictions on any exercise of rights or remedies of, any Disqualified Lender. The list of Disqualified Lenders may be provided on a confidential basis to Lenders and to potential assignees and participants. SECTION 9.08 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided that the Administrative Agent or Lender, as applicable, agrees that it will, to the extent practicable and other than with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, notify the Borrowers promptly thereof, unless such notification is prohibited by law, rule or regulation), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or any action or proceeding relating to this Agreement or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or similar transaction under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any similar organization, (g) with the consent of the Borrowers, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrowers or (i) with respect to the existence of this Agreement and information about this Agreement, to market data collectors, similar service providers to the lending industry and service 113 providers to the Administrative Agent or any Lender in connection with the administration of this Agreement, the other Loan Documents, and the Commitments and Advances. For purposes of this Section, “Information” means this Agreement and the other Loan Documents and all information received from the Consolidated Group relating to the Consolidated Group or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Consolidated Group. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information but in any case reasonable care. SECTION 9.09 [Reserved]. SECTION 9.10 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York; provided that the interpretation of (i) Company Material Adverse Effect and whether a Company Material Adverse Effect has occurred under the Acquisition Agreement, (ii) the accuracy of the representations and warranties set forth in Section 3.02(d)(i) and whether as a result of any inaccuracy thereof STERIS plc (or any of its Subsidiaries) has the right to terminate their respective obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement and (iii) whether the Acquisition has been consummated in accordance with the Acquisition Agreement (including any determination as to the occurrence of the First Effective Time), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law (as defined in the Acquisition Agreement) of any other state. SECTION 9.11 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.02), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopier, facsimile or in a pdf or similar file shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable; provided, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of any Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the reasonable request of the Administrative Agent, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, each Borrower and each Loan Party hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout,

114 restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrowers and the other Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) each other party hereto may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any other party hereto or any Related Party of any such Person for any losses, claims (including intraparty claims), demands, damages, penalties or liabilities of any kind arising solely from reliance by any party hereto on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims (including intraparty claims), demands, damages, penalties or liabilities of any kind arising as a result of the failure of any Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. SECTION 9.12 Jurisdiction, Etc(a) . (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any federal court of the United States of the Southern District of New York sitting in the city of New York in the Borough of Manhattan (or in the event such courts lack subject matter jurisdiction, any New York State court sitting in the city of New York in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in any such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. The Loan Parties hereby appoint STERIS Corporation, 5960 Heisley Road, Mentor, Ohio 44060-1834, or 115 should it subsequently have its principal place of business in The City of New York, at such principal place of business notified to the Administrative Agent, as their agent for service of process, and agree that service of any process, summons, notice or document by hand delivery or registered mail upon such agent shall be effective service of process for any suit, action or proceeding brought in any court referenced in Section 9.12(b). SECTION 9.13 Patriot Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Patriot Act. The Loan Parties shall provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lenders in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act. SECTION 9.14 No Advisory or Fiduciary Responsibility. In its capacity as an Agent or a Lender, (a) no Agent or Lender has any responsibility except as set forth herein and (b) no Agent or Lender shall be subject to any fiduciary duties or other implied duties (to the extent permitted by law to be waived). Each of the Borrowers agrees that it will not take any position or bring any claim against any Agent or any Lender that is contrary to the preceding sentence. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof), the Borrowers acknowledge and agree that: (i) the arranging and other services regarding this Agreement provided by the Agents and the Lenders are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the Agents and the Lenders, on the other hand; (ii) each Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor or agent for the Borrowers or any of their Affiliates, or any other Person; and (iii) the Agents, the Lenders and each of their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and no Agent or Lender has any obligation to disclose any of such interests to the Borrowers or their Affiliates. SECTION 9.15 Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance or enforcement thereof. SECTION 9.16 Conversion of Currencies. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

116 The obligations of the Loan Parties in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction 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 Applicable Creditor in the Agreement Currency, each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss with respect to such Borrower. The obligations of each Borrower contained in this Section 9.16 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder. SECTION 9.17 [Reserved]. SECTION 9.18 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the parties hereto, each party hereto (for purposes of this Section 9.18, the “Acknowledging Party”) acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority, and each Acknowledging Party agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to the Acknowledging Party by any party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to the Acknowledging Party or otherwise conferred on the Acknowledging Party, and that such shares or other instruments of ownership will be accepted by the Acknowledging Party in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. [SIGNATURE PAGES FOLLOW][Signature Page to Term Loan Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. STERIS PLC, as a Borrower and as a Guarantor By: Name: Title: STERIS LIMITED, as a Borrower and as a Guarantor By: Name: Title: STERIS CORPORATION, as a Borrower and as a Guarantor By: Name: Title: STERIS IRISH FINCO UNLIMITED COMPANY, as a Borrower and as a Guarantor By: Name: Title:

[Signature Page to Term Loan Agreement] JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender By: Name: Title: [Signature Page to Term Loan Agreement][], as a Lender By: Name: Title:

[Signature Page to Term Loan Agreement][], as a Lender By: Name: Title: [Signature Page to Term Loan Agreement][], as a Lender By: Name: Title:

[Signature Page to Term Loan Agreement] _______________, as a Lender By: Name: Title: Summary report: Litera Compare for Word 11.2.0.54 Document comparison done on 5/3/2023 10:16:24 PM Style name: STB Option 1 Intelligent Table Comparison: Active Original DMS: iw://imanage.stbglobal.com/ACTIVE/52620960/1 Modified DMS: iw://imanage.stbglobal.com/ACTIVE/52620960/7 Changes: Add 232 Delete 210 Move From 0 Move To 0 Table Insert 0 Table Delete 0 Table moves to 0 Table moves from 0 Embedded Graphics (Visio, ChemDraw, Images etc.) 0 Embedded Excel 0 Format changes 0 Total Changes: 442