第2号执行版本修正案本修正案(本《协议》)于2023年5月3日由根据爱尔兰法律成立的公共有限公司(“STERIS plc”)、根据英格兰和威尔士法律成立的私人有限公司(“STERIS Limited”)、根据英格兰和威尔士法律成立的私人有限公司(“STERIS Limited”)、俄亥俄州公司(“STERIS Corporation”)、根据爱尔兰法律成立的上市无限公司STERIS爱尔兰FinCo无限公司(“STERIS爱尔兰FinCo”)以及与STERIS plc、STERIS Limited和STERIS Corporation一起签订的每个都是借款人)，摩根大通银行，N.A.，作为行政代理(以该身份，“行政代理”)和每个实体作为贷款方(定义如下)。鉴于借款人、不时的担保人、不时的贷款人(“贷款人”)和行政代理是日期为2021年3月19日的信贷协议(经日期为2022年1月1日的第1号修正案修订，并在本协议日期前不时进一步修订、修改、延长、重述、替换或补充的“信贷协议”和经本协议修订的“经修订的信贷协议”)的一方；鉴于信贷协议项下以美元计值的若干贷款、承诺及/或其他信贷延伸(“贷款”)产生或获准产生利息、手续费或其他金额，该等贷款、承诺及/或其他金额乃根据洲际交易所基准行政当局根据信贷协议的条款管理的伦敦银行同业拆息计算；而根据第9节的规定。因此，现在，考虑到本协议所载的前提和相互契诺，并为了其他良好和有价值的代价，本协议各方同意如下：1.界定的术语。此处使用但未另有定义的大写术语应具有经修订的信贷协议中为此类术语提供的含义。2.对信贷协议的修订。(A)现对《信贷协议》进行修改，以删除删节文本(以与以下实例相同的方式在文本上表示：删节文本)，并增加双下划线文本(以与以下示例相同的方式在文本上表示：双下划线文本)，如本合同附件A所示。(B)现将信贷协议附件A全部删除，并在各方面由本合同附件B取代。(C)于修订生效日期，现修订信贷协议附表二，将行政代理的通知资料替换为：2JPMorgan Chase Bank，N.A.131 S迪尔伯恩街04楼，伊利诺伊州芝加哥，邮编：60603-5506。CRI@jpmgan.com机构预扣税查询：电子邮件：agency.ax.reporting@jpmgan.com机构合规/财务/Intralinks：电子邮件：covenant.Compliance@jpmche e.com 3.先决条件本协议的有效性取决于下列各项条件的满足(所有这些条件的满足日期，“修订生效日期”)：(A)行政代理(或其律师)应在本协议生效之日从每一借款人、每一担保人、每一行政代理和每一贷款人那里收到代表该当事各方签署的本协议副本(可包括通过传真或其他电子传输方式(例如，“pdf”)交付本协议的经签署的签名页)。(B)行政代理应在修订生效日期或之前收到根据修订信贷协议须由借款人偿还的所有费用的付款，且发票已在修订生效日期前至少两(2)个工作日提交给借款人(包括向行政代理支付所有合理和有据可查的律师费用)。4.申述及保证。贷款当事人向行政代理声明并保证，自修订生效之日起。5.重申；对贷款文件的引用和效力。(A)自修订生效日期起及之后，信贷协议中对“本协议项下”、“本协议”或类似含义的每一次提及，以及在其他贷款文件中对“信贷协议”、“根据本协议”、“本协议”或类似含义的每一次提及均应，除非

3文意另有所指，指经修订的信贷协议。本协议是一份贷款文件。(B)贷款文件和借款人在贷款文件下的义务现予批准和确认，并应根据其条款保持完全效力和效力。(C)每一贷款方(I)承认并同意本协议的所有条款和条件，(Ii)确认其在贷款文件下的所有义务，(Iii)同意本协议和所有与本协议相关的文件不起到通知或履行其在贷款文件下的义务的作用。(D)除本协议明确规定外，本协议的执行、交付和效力不应视为放弃任何贷款人或行政代理在任何贷款文件下的任何权利、权力或补救措施，也不构成对任何贷款文件任何规定的放弃。(E)如果本协议的条款与信贷协议或其他贷款文件的条款有任何冲突，应以本协议的条款为准。6.适用法律；司法管辖权；同意送达法律程序文件；放弃陪审团审讯等(A)本协定应按照纽约州的法律解释并受其管辖，而不考虑该协定的法律冲突原则，只要该等原则会导致适用另一州的法律。(B)本合同各方在此同意信贷协议第9.15条所述的内容，如同该条已在本协议中详细说明一样。7.修订；标题；可分割性。除非根据行政代理签署的书面文件，否则不得修改本协议，也不得放弃本协议的任何规定。此处使用的章节标题仅供参考，不是本协议的一部分，不影响本协议的解释或在解释本协议时予以考虑。本协议的任何条款在任何司法管辖区被认定为无效、非法或不可执行，在该司法管辖区内，在该无效、非法或不可执行性范围内无效，而不影响本协议其余条款的有效性、合法性和可执行性，并且特定条款在特定司法管辖区的无效不应使该条款在任何其他司法管辖区失效。双方应努力通过善意谈判，将无效、非法或不可执行的规定替换为经济效果与无效、非法或不可执行的规定尽可能接近的有效规定。8.对应方的执行。本协议可一式两份签署，每份副本应视为正本，但所有副本一起构成同一份文书。通过传真、电子邮件PDF或任何其他电子方式交付本协议签署页的已签署副本，以复制实际已执行签名页的图像，应与交付手动签署的本协议副本一样有效。在与本协议和本协议拟进行的交易相关的任何文件中或与本协议相关的任何文件中或与本协议和本协议所拟进行的交易有关的词语中，“签立”、“签署”、“签署”、“交付”和“交付”等词语应被视为包括电子签名、交付或以电子形式保存记录，在任何适用法律规定的范围内和在任何适用法律所规定的范围内和在使用纸质记录保存系统时，每一项都应具有与手动签署、实物交付或4纸质记录保存系统的使用相同的法律效力、有效性或可执行性。包括《全球和国家商务中的联邦电子签名法》、《纽约州电子签名和记录法》或基于《统一电子交易法》的任何其他类似的州法律；但本条例的任何规定均不得要求行政机关在未经其事先书面同意的情况下接受任何形式或格式的电子签名。9.通知。本合同项下的所有通知应按照信贷协议第9.02节的规定发出。10.某些现有的伦敦银行同业拆息借款。为免生疑问及即使经修订信贷协议有任何相反规定，在任何情况下，以修订生效日期信贷协议项下未偿还的美元计价的欧洲货币利率垫款，在任何情况下均可根据信贷协议的条款(在本修订生效前)随着欧洲货币利率而未偿还，直至修订生效日期生效的适用于该利率期间的最后一天为止，而该等欧洲货币利率垫款随后可于该利息期的最后一天转换为定期基准垫款(定义见经修订信贷协议)。[故意将页面的其余部分留空]

[第2号修正案的签名页]本协议的每一方均已使本协议的副本在上文第一次写明的日期正式签署和交付。借款人和担保人：/S/迈克尔·J.托基奇姓名：高级副总裁兼首席财务官斯特里斯有限公司，借款人和担保人：/S/迈克尔·J.托基奇名称：董事作为借款人和担保人/S/迈克尔·J·托基奇姓名：迈克尔·J·托基奇名称：高级副总裁和首席财务官斯特里斯爱尔兰金融有限公司，借款人和担保人：S/迈克尔·J·托维奇姓名：迈克尔·J·托维奇标题：董事[第2号修正案的签名页]姓名：爱德华多·洛佩兹·佩罗名称：爱德华多·洛佩兹·佩罗标题：副总裁

[第2号修正案的签名页]姓名：H.希望沃克姓名：H.希望沃克标题：高级副总裁PNC银行作为贷款人：S/约瑟夫·G·莫兰姓名：约瑟夫·G·莫兰标题：高级副总裁

3.三井住友银行作为贷款人：/S/Ciok姓名：Kevin Ciok标题：副总裁三井住友银行，作为贷款人：/S/辛迪·辉姓名：Cindy Hwee标题：董事

名称：S/Irv Roa名称：Irv Roa标题：管理董事美国银行全国协会作为贷款人：/S/汤姆·普利德曼姓名：汤姆·普利德曼

[第2号修正案的签名页]贷款人：S/克里斯蒂·Li姓名：克里斯蒂·Li标题：高级副总裁作者：S/达妮娅·希内迪姓名：达尼亚·希内迪[第2号修正案的签名页]关键银行全国协会作为贷款人/S/艾丽莎·萨考姓名：艾丽莎·萨考标题：总裁副

作者：S/安德鲁·赖斯姓名：安德鲁·赖斯标题：副总裁[第2号修正案的签名页]Svenska Handelsbanken AB(Publ)，纽约分行，作为贷款人：/S/马克·埃米特姓名：马克·埃米特标题：副总裁作者：S/南希·德阿尔伯特姓名：南希·德阿尔伯特

第五第三银行，全国性协会，作为贷款人/S/纳撒尼尔·E·谢尔姓名：纳撒尼尔·E·谢尔标题：管理董事[第2号修正案的签名页]69及在不对本协议或任何其他贷款文件作出任何修订或进一步行动或同意的情况下，根据有关该基准设定及其后基准设定的任何贷款文件，及(Y)如基准置换是根据该基准置换日期的“基准置换”定义第(3)款而决定的，则该基准置换将于下午5：00或之后，就本协议项下及任何基准设定的任何贷款文件下的所有目的取代该基准。(纽约市时间)在基准更换之日后的第五个工作日(第5个工作日)，只要行政代理尚未收到由所需贷款人组成的贷款人发出的反对基准更换的书面通知，则无需对本协议或任何其他贷款文件进行任何修改、采取进一步行动或征得任何其他方的同意，即可向贷款人发出通知。(F)在实施基准替换时，行政代理将有权不时进行符合更改的基准替换，并且，即使本协议或任何其他贷款文件中有任何相反规定，实施该基准替换符合更改的任何修订都将生效，而无需本协议或任何其他贷款文件的任何其他一方的进一步行动或同意。(G)行政代理将及时通知借款人和出借人：(I)发生基准转换事件、期限转换事件或提前选择(视情况而定)；(Ii)任何基准替换的实施；(Iii)符合变更的任何基准替换的有效性；(Iv)根据下文(I)段移除或恢复基准的任何期限；以及(V)任何基准不可用期间的开始或结束。行政代理人或贷款人根据第2.10节作出的任何决定、决定或选择，包括关于期限、利率或调整、事件、情况或日期的发生或不发生的任何决定，以及采取或不采取任何行动的任何决定，将是决定性的和具有约束力的，且无明显错误，且可凭其合理的酌情决定权作出，且无需得到本协议的任何其他当事人的同意，但根据第2.10节明确要求的每种情况除外。(H)尽管本合同或任何其他贷款文件中有任何相反的规定，并在符合本款下文但书的规定下，(X)就美元计价垫款而言，如果期限SOFR过渡事件及其相关的基准更换日期，

重新发球[，(Y)对于欧元计价的预付款，如果期限ESTR转换事件及其相关的基准替换日期，或(Z)对于日元计价的预付款，如果条款转换事件及其相关的基准替换日期(视情况而定)发生在当时当前基准设置的参考时间之前，则适用的基准替换将替换本合同项下或任何贷款文件下关于该基准设置和后续基准设置的所有当前基准，而不对该基准设置进行任何修改，或任何其他各方不采取进一步行动或同意，本协议或任何其他贷款文件；但除非行政代理已向贷款人和借款人交付期限通知、期限通知或期限通知(视何者适用而定)，否则本条(H)无效。70(I)尽管本合同或任何其他贷款文件中有任何相反的规定，在任何时候(包括与基准替代的实施有关)，(I)如果当时的基准是定期利率(包括适用的期限SOFR基准提前、期限ESTR或期限TONA、LIBO利率的相关利率，Euribor Rate或Tibor Rate)，且(A)该基准的任何基调未显示在屏幕上或发布由管理代理以其合理的酌情决定权不时选择的费率的其他信息服务上，或(B)该基准的管理人的监管主管已提供公开声明或信息发布，宣布该基准的任何基调具有或将不再具有代表性，则管理代理可以在该时间或之后修改任何基准设置的“利息期间”的定义，以移除这种不可用或不具代表性的基调，以及(Ii)如果根据上述第(I)款被移除的基调随后被显示在屏幕或基准的信息服务上(包括基准替换)，或者(B)不再或不再受到它是或将不再代表基准的公告(包括基准替换)，则管理代理可以在该时间或之后修改所有基准设置的“利息期限”的定义，以恢复该先前移除的期限。(J)在任何借款人收到基准不可用期间开始的通知后，(I)该借款人可撤销在任何基准不可用期间转换为或继续使用欧洲货币利率期限基准预付款的任何请求，否则，(X)该借款人将被视为已将以美元计价的欧洲货币利率期限基准预付款的任何请求转换为基准利率预付款的转换请求，或(Y)根据该借款人的选择，将以替代货币计价的任何欧洲货币利率期限基准预付款的转换请求，(1)借款人应同意以行政代理善意确定的适用替代货币的短期借款利率维持该垫款；(2)仅为计算适用于该垫款的利率，该垫款应被视为以美元计价的欧洲货币基准垫款，而该以替代货币计价的垫款应按适用于当时以美元计价的欧洲货币利率的基准垫款的相同利率计提利息，(2)借款人可以撤销在任何基准不可用期间转换、转换或继续使用RFR预付款的任何请求，否则，以替代货币计价的任何RFR借款将无效。在任何基准不可用期间或在当时基准的基期不是可用的基期的任何时间，基本利率的组成部分将不会用于任何基本利率的确定。此外，如果任何约定货币的任何欧洲货币汇率术语基准预付款或RFR预付款在任何借款人收到关于该欧洲货币汇率术语基准预付款或RFR预付款的基准不可用期间开始的通知的日期未完成，则在根据第2.10节实施该协定货币的基准替代时，(A)对于以美元计价的预付款，任何欧洲货币汇率术语基准预付款应在适用于该预付款的利息期的最后一天(或如果该日不是营业日的下一个营业日)由行政代理转换为，并应构成：以美元计价的基本利率垫款和(B)以替代货币计价的垫款，(1)任何]71欧洲货币利率术语基准垫款应在适用于该垫款的利息期的最后一天(或如果该日不是营业日，则为下一个营业日)，由适用借款人选择：(I)预付，(Ii)仅用于计算适用于该垫款的利率，被视为以美元计价的欧洲货币利率术语基准垫款，并且该欧洲货币利率术语基准垫款应按适用于当时以美元计价的欧洲货币利率术语基准垫款的相同利率计提利息，如果可用，或(Iii)维持适用替代货币的短期借款利率，该利率由行政代理以该借款人同意的惯常善意方式确定，以及(2)(I)任何以美元计价的RFR预付款应转换为以美元计价的基本利率预付款，或(Ii)以任何商定货币(美元以外)计价的任何RFR预付款应按适用替代货币的中心银行利率加CBR利差计息；但如果行政代理机构确定(这一确定应是决定性的，且无明显错误)不能确定适用替代货币的中央银行利率，则在适用借款人的选择下，以任何替代货币计价的任何未偿还的受影响RFR预付款应(I)立即转换为以美元计价的基本利率预付款(金额等于该替代货币的美元等值)，或(Ii)立即全额预付。第2.11节预付款的可选转换。在任何营业日，借款人可在不迟于建议转换日期(或如转换为基本利率垫款，则为基准利率垫款的前一工作日)的第三个营业日上午10时(纽约市时间)前通知行政代理，并在符合第2.02(B)(Ii)、2.10和2.14节的规定的情况下，将以美元计价的向借款人提供的一种类型的垫款转换为另一种类型的垫款；然而，如果将欧洲货币利率期限基准垫款转换为基准利率垫款的日期不是在该等欧元货币利率期限基准垫款的利息期的最后一天，则应缴纳美国证券交易委员会第9.04(C)条规定的任何欠款，基础利率垫款转换为欧洲货币期限基准垫款应具有适用的最低金额，任何垫款的转换不得导致超过第2.02(B)节允许的单独借款。每份此类转换通知应在上述规定的限制范围内，指明(I)转换的日期(应为营业日)，(Ii)待转换的垫款，以及(Iii)如果此类转换为欧洲货币利率Term基准垫款，则每笔此类垫款的初始利息期限。每份转换通知都是不可撤销的，并对发出该通知的适用借款人具有约束力。72第2.12款可选择和强制预付预付款。(A)借款人在向行政代理发出书面通知，说明建议的预付款日期和本金总额后，可(I)在不迟于上午10：00发出。M.(当地时间)至少在建议提前还款的日期(该日期应为营业日)前两个工作日，如果借款由欧洲货币利率Term基准预付款组成，并且(Iii)不迟于上午11：00发放。(纽约市时间)如果是由RFR预付款组成的借款，则在该提议预付款的日期(该日期应为营业日)之前至少四个五个营业日，借款人应全部或按比例预付构成该借款人同一借款的一部分的预付款的未偿还本金，如果是任何欧洲货币利率Term基准预付款或RFR预付款，则应连同预付本金的应计利息一起预付；然而，只要(I)每笔预付款的本金总额应为适用的最低金额，(Ii)如果任何欧洲货币利率术语基准预付款是在该欧洲货币利率术语基准预付款的利息期间的最后一天以外的日期支付的，则借款人也应根据第9.04(C)节支付任何欠款，以及(Iii)如果任何预付款是在适用的RFR利息支付日期以外的日期支付的，则借款人还应根据第9.04(D)节支付任何欠款；并进一步规定，除紧接的但书第(Ii)款另有规定外，任何该等通知可述明该通知须以其他信贷安排是否有效或某项特定交易是否完成为条件，而在此情况下，如该条件不获符合，则该借款人可撤销该通知。(C)根据第2.12节规定的所有预付款将不收取保险费或违约金，但对贷款人在欧洲货币汇率情况下发生的违约费用的补偿除外。第2.13节增加了成本。(A)如果由于(I)任何法律或法规的引入或任何更改或解释的任何改变，或(Ii)遵守任何

73任何中央银行或其他政府当局，包括但不限于欧盟的任何机构或类似的货币或跨国机构(不论是否具有法律效力)的指令、指导方针或请求，在本合同日期之后的每一种情况下(或就任何贷款人或开证行(或行政代理)而言，如果晚于该贷款人或开证行(或行政代理)成为贷款人或开证行(或行政代理)的日期)，则任何贷款人、开证行或行政代理同意作出或作出以下决定的成本应有所增加，提供或维持合同或任何信用证或参与(就本第2.13节的目的而言，不包括因(I)该贷款人或开证行根据第2.16款获得赔偿的税项，(Ii)不含税或(Iii)其他税)而产生的任何此类增加的费用，则报告实体应应该贷款人、开证行或行政代理人(如适用)的要求，不时向行政代理人支付或安排支付给该贷款人或开证行的账户(或为其自己的账户)。如果适用的话)足以补偿贷款人、开证行或行政代理所增加的费用的额外金额。向报告实体提交的详细说明此类增加的费用的证书，在任何情况下都应是决定性的和具有约束力的，没有明显的错误。贷款人或开证行向借款人和行政代理提交的关于该金额的证明，在任何情况下都是最终的和具有约束力的，没有明显的错误。(C)即使本第2.13节有任何相反规定，就本第2.13节而言，(A)《多德-弗兰克华尔街改革和消费者保护法》和根据该法案或与之相关或在其实施过程中发布的规则和条例，以及(B)国际清算银行、巴塞尔银行监管委员会(或任何类似机构或后续机构，或美国或外国监管机构，在每种情况下，根据巴塞尔协议III)发布的所有请求、规则、指导方针和指示，应被视为在本协议之日之后颁布(或关于任何贷款人或开证银行，如果较晚，则为该贷款人或开证行成为贷款人或开证行的日期)；但任何贷款人或开证行不得依照本美国证券交易委员会第2.13(C)条的规定要求赔偿，除非该放贷行或开证行向处境相似的借款人提出相应要求，要求其提供可比信贷安排，而该贷款行或开证行是该贷款行或开证行的当事方。第2.14节违法。除本协议的任何其他规定外，如果发生上述(A)或(B)款所述任何情况涉及以替代货币计价的垫款，则该替代本币计价的垫款应按行政代理以善意的习惯方式确定的这种替代货币的短期借款利率发放或维持。第2.15节付款和计算。(A)每一借款人应在不迟于本协议规定其在美元到期当天下午3点(当地时间)支付每笔款项(或(I)就以替代货币计价的垫款或信用证到期的本金、信用证付款、利息或破损赔偿，以及(Ii)就根据第2条规定须由借款人支付的其他款项。13或9.04以美元以外的货币开具发票的，应以开具发票的货币向行政代理行办公室的行政代理行支付当日资金，但如本合同规定直接向开证行或双汇贷款机构付款，则应向该开证行或开立贷款机构付款。此后，行政代理将迅速将与支付本金、利息或融资费(根据第2.02(C)、2.13、2.14、2.16、2.17、9.04(C)或9.04(D)条规定应支付的金额除外)的资金按比例分配给贷款人，并按照本协议的条款向贷款人支付任何其他应付给贷款人的任何其他款项的类似资金。行政代理人在接受转让并根据第9.07(F)节将其中所载信息记录在登记册中后，自转让和接受中规定的生效日期起及之后，应就由此转让给转让人的利息支付本协议项下的所有款项，但不包括应计金额。

75转让之日，并向受让人支付自转让生效之日起及之后应计的款项。借款人支付的所有款项不得因任何反索赔、抗辩、补偿或抵销而无条件支付或扣除。(B)每名借款人现授权每名贷款人，如该借款人欠该贷款人的款项在根据本条例到期时仍未支付，则除非该借款人与该贷款人另有协议，否则可不时从该借款人在该贷款人的任何或所有账户中扣除任何如此到期应付的款额。(C)当基本利率以“最优惠利率”为基础或就任何以英镑、加元和澳元计价的垫款计算利息时，所有以基本利率为基础的利息计算应由行政代理以365天为基准，或按具体情况以366日为基准，或以加元和澳元以外的366天(视属何情况而定)为基准，并以以基本利率、欧元或相关利率为基础的所有其他利息计算(以加元或澳元、英镑或瑞士法郎计价的任何垫款除外)，除以英镑计价的任何预付款外，联邦基金利率或NYFRB利率以及融资费应由行政代理以360天的年限计算，每种情况下均按应支付利息或费用期间的实际天数计算(包括第一天，但不包括最后一天)。行政代理对本协议项下利率的每一次决定，在任何情况下都应是决定性的和具有约束力的，没有明显的错误。(E)除非行政代理在本合同项下向贷款人支付任何款项的日期之前收到借款人的书面通知，表示该借款人不会全额付款，否则行政代理可假定借款人已在该日期向行政代理全额付款，行政代理可根据这一假设，安排在该到期日向每一贷款人分发一笔相当于该贷款人当时到期金额的款项。如果借款人没有向行政代理全额支付这笔款项，则在收到通知后，每一贷款人应应要求立即向行政代理偿还该金额连同利息，自该金额分配给该贷款人之日起至该贷款人向行政代理偿还该金额之日止的每一天，按联邦基金利率，或如金额为替代货币，则按该替代货币的短期借款利率，该利率由行政代理适用的隔夜利率善意地确定。1 NTD：RFR预付款将受本句开头关于付款日期的一般规则管辖。76(F)如果在任何时候，行政代理收到的资金和可供其使用的资金不足以全额支付本合同项下到期的本金、未偿还的信用证付款、利息和手续费，则这些资金应用于支付本合同项下有权享有的各方按比例支付的款项，按照当时应支付给这些当事人的金额。第2.16节税项。16(F)、(Iv)根据贷款人成为本协议当事一方或取得预付款权益时生效的法律征收的任何美国联邦、卢森堡或荷兰预扣税(或指定新的适用贷款办事处)，除非该贷款人(或其转让人，如有)有权在紧接指定新的可申请贷款办事处或转让之前，根据第2.16条从贷款方获得关于该预扣税的额外金额，以及(V)根据FATCA征收的任何税项，包括由于该收款人未能遵守第2.16(F)(Iii)节(以下称为“免税”的贷款文件下的付款的所有此类免税)。如果适用法律要求适用的扣缴义务人从任何贷款人或任何代理人的任何贷款文件下应付的任何款项中扣除任何税款或就该款项扣除任何税款，(A)适用的扣缴义务人应进行此类扣除，以及(B)适用的扣缴义务人应根据适用法律向相关税务机关或其他机关全额支付扣除的金额。如果适用法律要求贷款方从根据任何贷款文件支付给任何贷款人或任何代理人的任何款项中或就该款项扣除任何税项(除(I)以减税方式被要求扣除的税款，在这种情况下，第2.16(G)节和第2.16(H)节的规定应适用，或(Ii)不含税)，则适用贷款方应支付的金额应按需要增加，以便在进行所有必要的扣除(包括适用于根据本第2.16节应支付的额外金额的扣除)后，该贷款人或该代理人，视属何情况而定，所收取的款额相等于假若没有作出该等扣减所应收取的款项。(B)此外，在不与本美国证券交易委员会第2.16条规定的任何其他义务重复的情况下，报告实体应向有关政府当局支付或应促使适用的借款方向有关政府当局支付因其根据任何贷款文件进行的任何付款，或由于任何贷款文件的签立、交付、履行或登记，或在其他情况下对任何贷款文件进行签立、交付、履行或登记而产生的任何现有或未来的印花、法院或文件、无形、记录、归档税和任何其他类似税项，但如此类税项是征收的其他关联税，则不在此限[77对于出售、转让或指定新的适用贷款办公室(根据第2.21条作出的转让或指定除外)(下称“其他税”)。(C)在不重复第2.16节规定的任何其他义务的情况下，报告实体应或应促使适用的借款方全额赔偿每一贷款人和每一代理人的税款(不包括(I)联合王国立法征收的预扣税，该税可通过根据第2.16(G)节增加支付而得到补偿，或本应得到补偿，但不完全是因为第2.16(G)(Iv)节中的一项排除适用，(Ii)爱尔兰立法征收的预扣税，可根据第2.16(H)节增加付款予以补偿，或本可如此补偿，但不完全是因为第2.16(H)(Iv)节中的一项排除适用，(Iii)任何不包括的税款或(Iv)为免生疑问，任何通过根据第2.16(A)条增加付款而补偿的税款，以及该贷款人或该代理人(视属何情况而定)就向任何贷款方作出的垫款和任何债务(包括，但不限于罚款、利息和费用)，或与此有关的税收，无论这些税收是由相关政府机构正确或合法征收或主张的。这项赔偿应在该贷款人或该代理人(视属何情况而定)提出书面要求之日起30天内作出。贷款人(向行政代理提交副本)或行政代理代表其本人或代表贷款人向报告实体提交的关于此种付款或负债数额的证明，应是确凿的，没有可证明的错误。07(H)与参与者名册的维护有关，在任何一种情况下，行政代理应支付或支付的与任何贷款文件有关的费用，以及由此产生或与之相关的任何合理费用，无论此类税收是否由相关政府当局正确或合法地征收或主张。一份合理详细地描述由行政代理交付给任何贷款人的此类付款或债务金额的证书应是确凿的，没有可纠正的错误。每一贷款人特此授权行政代理在任何时间抵销和运用根据任何贷款文件欠该贷款人的任何和所有款项，或行政代理从任何其他来源应付给贷款人的任何金额，抵销根据本(D)款应支付给行政代理的任何款项。(E)在任何借款方根据第2.16款负有责任的任何税款或其他税款的支付日期后，借款方应在实际可行的情况下尽快向行政代理提供证明其付款的原始或经认证的收据副本，地址如第9.02条所规定的地址。(F)但与联合王国立法征收的预扣税有关的情况除外(第2条的规定对其适用)。16(G)适用)或爱尔兰立法(第2.16(H)节的规定适用)：78(I)任何贷款人有权就根据任何贷款文件支付的款项获得豁免或减免预扣税，应在适用法律规定或该借款人或行政代理人合理要求的一个或多个时间交付给适用的借款人和行政代理人，或适用的税务当局，由适用法律或任何适用司法管辖区的税务机关规定的正确填写和签署的文件，以及借款人或行政代理合理要求的其他文件，这些文件将允许在没有扣缴或降低预扣费率的情况下支付此类款项，并可能需要确保任何司法管辖区就任何适用税务机关根据本协议向该贷款人支付的任何款项给予任何适用的豁免或降低扣除额或扣缴费率。此外，如果适用的借款人或行政代理提出合理要求，任何贷款人应提供适用法律规定的或该借款人或行政代理合理要求的其他文件，以使该借款人或行政代理能够确定该贷款人是否受到备用预扣税的约束，包括英国或爱尔兰法律征收的预扣税，或信息报告要求。尽管前两句中有任何相反的规定，但填写、签署和提交此类文件(第2节规定的此类文件除外)。(Ii)在不限制前述一般性的原则下：(X)任何美国人的贷款人应在该贷款人根据本协议成为贷款人之日或之前(此后应该借款人或该行政代理人的合理要求不时)向适用的借款人和行政代理交付签署的美国国税局表格W-9原件，证明该贷款人免除美国联邦政府的保有税支持；和(Y)非美国人(“非美国贷款人”)的任何贷款人应在该非美国贷款人根据本协议成为贷款人之日或之前，在其合法有权这样做的范围内，向适用的借款人和行政代理人交付(副本数量应由收款人要求)(此后应该借款人或行政代理人的合理要求不时交付)，(A)如非美国贷款人声称享有美国为缔约方的所得税条约的利益，(X)就任何贷款文件下的利息支付而言，根据该税务条约的“利息”条款，规定免除或减少美国联邦预扣税的IRS表格W-8BEN或IRS表格W-8BEN-E的签立原件；及(Y)对于根据任何贷款文件、IRS表格W-8BEN或IRS表格W-8BEN-E规定豁免或减少的任何其他适用付款根据该税收条约的“营业利润”或“其他收入”条款缴纳的美国联邦预扣税；(B)签署的美国国税局表格W-8ECI的正本；。(C)如属根据《国内税法》第881(C)条申索证券组合利息豁免利益的非美国贷款人，]79(X)实质上采用附件C-1形式的证明，表明该非美国贷款人不是《国税法》第881(C)(3)(A)条所指的“银行”，不是《国税法》第881(C)(3)(B)条所指的适用借款人的“10%股东”，或《国税法》第881(C)(3)(C)节所述的“受控外国公司”(“美国税务合规证书”)和(Y)签署的美国国税表W-8BEN或W-8BEN-E的原件；或(D)在非美国贷款人的情况下，签署的IRS Form W-8IMY正本，连同IRS Form W-8ECI、IRS Form W-8BEN或IRS Form W-8BEN-E，次要地以附件C-2或附件C-3、IRS Form W-9和/或每个受益者的其他证明文件的形式提供的美国税务合规证书；如果非美国贷款人是合伙企业，并且该非美国贷款人的一个或多个直接或间接合伙人要求获得投资组合利息豁免，则该非美国贷款人可代表每个该等直接或间接合伙人以附件C-4的形式提供基本上符合美国税务规定的证书；(Iii)如果根据任何贷款文件向贷款人支付的款项将被FATCA征收美国联邦预扣税，而该贷款人未能遵守FATCA适用的报告要求(包括《国税法》第1471(B)或1472(B)条所载的要求，视情况而定)，则该贷款人应在法律规定的时间和该借款人或行政代理人合理要求的时间或时间交付给适用的借款人和行政代理人，适用法律规定的文件(包括《国税法》第1471(B)(3)(C)(I)条规定的文件)，以及借款人或行政代理合理要求的其他文件，借款人或行政代理履行其在FATCA下的义务，以确定该贷款人已履行FATCA下的义务，或确定扣除和扣缴的金额。仅就本第2.16(F)(Iii)条而言，“FATCA”应包括在本协定日期后对FATCA所作的任何修订。(G)联合王国税收总额。(I)每一贷款方应支付其应支付的所有款项，不得有任何减税，除非法律要求减税。(2)报告实体在意识到贷款方必须作出减税(或减税比率或减税基础有任何变化)后，应立即通知行政代理机构。同样地，贷款人在知悉应付给贷款人的款项时，应通知行政代理。如果行政代理收到贷款人的通知，则应通知报告实体和借款方。(Iii)如果法律规定贷款方必须作出减税，则贷款方应支付的金额应增加到一个数额(在作出任何减税后)，其数额应等于如果不要求减税则应支付的金额。80(Iv)在下列情况下，不得根据上文第(Iii)款因联合王国征收的税项扣减而增加付款：(A)如果贷款人是符合资格的贷款人，则有关贷款人本可以在没有扣税的情况下向有关贷款人付款，但在该日，该贷款人不是或不再是符合资格的贷款人，原因除外，原因是在根据本协议成为贷款人的日期(或在解释、管理、或适用)任何相关税务机关的任何法律或条约或任何已公布的惯例或已公布的特许权；或(B)有关贷款人是条约贷款人，且支付款项的贷款方能够证明，如果贷款人遵守第2.16(Fg)(Vii)或(Viii)条规定的义务，本可以在没有减税的情况下向贷款人付款；或(C)有关贷款人纯粹凭借合资格贷款人的定义第(I)(2)段而成为合资格贷款人，而：(1)税务及海关总署人员已根据《税务条例》第931条发出(并未撤销)与该项付款有关的指示(“指示”)，而该贷款人已从作出该项付款的贷款人处收到该指示的核证副本；及(2)如没有作出该指示，有关贷款人本可向该贷款人作出付款而无须扣税；及或(D)有关贷款人纯粹凭借合资格贷款人的定义第(I)(2)段而成为合资格贷款人，并且：(1)贷款人没有向有关借款人发出税务确认书；及(2)如贷款人向有关借款人发出税务确认书，则有关款项本可在没有任何税务扣减的情况下支付予贷款人，理由是该税务确认书会令有关借款人合理地相信该项付款是就《国际贸易协定》第930条而言的“豁免付款”。(V)如果贷款方被要求进行税收减免，该贷款方应在法律允许的时间内以法律规定的最低金额进行该税收减免以及与该税收减免相关的任何付款。(Vi)在作出税项扣除或与该项税项扣除有关的任何付款后30天内，作出该项税项扣除的贷款方应向有权获得付款的贷款方的行政代理提交一份根据《国际税收协议》第975条的说明或其他合理地令贷款方满意的证据，证明该税种

81已向有关税务当局作出扣除或(视乎情况而定)支付任何适当款项。(7)(A)在符合以下(B)项的情况下，条约贷款人和支付该条约贷款人有权获得付款的每一贷款方应合作完成任何必要的程序手续，以便该贷款方获得授权支付此种款项而不扣税。(B)(1)在本协定订立之日作为贷款人的条约贷款人，如(X)持有英国税务总局条约护照计划下的护照，并且(Y)希望该计划适用于本协定，则应在附表一中其名称的相对位置确认其计划参考编号及其税务居住地管辖权；和(2)新贷款人如(X)是条约贷款人，持有英国税务总局条约护照计划下的护照，并且(Y)希望该计划适用于本协定，则应在其签立的转让和接受中提供其计划参考编号及其税务居住地的管辖权，并且在这样做之后，该贷款人不应承担上述第(Vii)(A)段的义务，或为免生疑问，上文第2.16(F)节。(Viii)如果贷款人已按照上文(G)(Vii)段的规定确认其计划编号和纳税居住地，并且：(A)向该贷款人付款的借款人没有就该贷款人提交借款人dTTP备案；或(B)向该贷款人付款的借款人已经就该贷款人提交了借款人dTTP备案，但：(1)该借款人的dTTP备案被英国税务和海关总署拒绝；或(2)英国税务海关总署未授权借款人在提交dTTP申请之日起60天内向贷款人付款而不扣税；且在每种情况下，借款人已将上述(1)或(2)项以书面形式通知贷款人，则贷款人和借款人应合作完成借款人为获得授权支付款项而无需扣税所需的任何额外程序手续。(Ix)如果贷款人未按照上文(G)(Vii)段确认其计划编号和纳税居住地，除非贷款人另有同意，否则贷款方不得就贷款人的承诺(S)或其参与任何预付款向借款人提交dTTP或任何其他与借款人DT条约护照计划有关的表格。82(X)借款人在提交借款人dTTP申请时，应立即将该借款人的dTTP申请的副本交付管理代理，以便交付给保留的贷款人。(Xi)在本协定日期后成为本协定当事方的每一贷款人应在其成为当事一方时签署的转让和承兑书中注明其属于下列哪一类：(A)非合格贷款人；(B)合格贷款人(条约贷款人除外)；或(C)条约贷款人。如果新贷款人未能按照第2.16(G)(Xi)节的规定表明其状态，则就本协议而言(包括由贷款方)，该新贷款人应被视为不符合条件的贷款人，直至其通知行政代理适用的类别(行政代理在收到通知后应通知借款方)。为免生疑问，出借人如不遵守第2.16(G)(Xi)条的规定，转让和承兑不应因此而失效。(Xii)在本协议签订之日成为当事一方的英国非银行贷款人通过签订本协议向相关借款人发出税务确认书。(Xiii)如果英国非银行贷款人的立场与税务确认书中所述的立场有任何变化，应立即通知相关贷款机构和行政代理人。(H)爱尔兰税收总额。(I)每一贷款方应支付其应支付的所有款项，不得有任何减税，除非法律要求减税。(2)报告实体在意识到贷款方必须作出减税(或减税比率或减税基础有任何变化)后，应立即通知行政代理机构。同样地，贷款人在知悉应付给贷款人的款项时，应通知行政代理。如果行政代理收到贷款人的通知，则应通知报告实体和借款方。(Iii)如果法律规定贷款方必须作出减税，则贷款方应支付的金额应增加到一个数额(在作出任何减税后)，其数额应等于如果不要求减税则应支付的金额。(4)根据上文第(3)款，在下列情况下，不得因爱尔兰税务专员征收的税款而扣除税款而增加付款[83在付款到期之日：(A)如果贷款人是爱尔兰合格贷款人，则可以向贷款人支付款项而无需扣税，但在该日，贷款人不是或不再是爱尔兰合格贷款人，原因除外：在根据本协定成为贷款人之日之后，任何法律或爱尔兰税务条约、或任何相关税务机关的任何已公布的惯例或已公布的让步的任何变更(或在解释、管理或适用方面)，或(B)有关贷款人是爱尔兰条约贷款人，且支付款项的贷款方能够证明，如果贷款人遵守第2.16(H)条规定的义务，在没有减税的情况下本可以向贷款人付款。(V)如果贷款方被要求进行税收减免，该贷款方应在法律允许的时间内以法律规定的最低金额进行该税收减免以及与该税收减免相关的任何付款。(Vi)在作出税项扣除或与该项税项扣除有关的任何付款后30天内，作出该项税项扣除的贷款方应向有权获得付款证据的贷款方的行政代理提交该贷款方认为已作出税项扣除的理由，或(视情况而定)向相关税务机关支付的任何适当款项。(7)一名爱尔兰条约贷款人和每一提供该爱尔兰条约贷款人有权获得付款的借款方应合作完成任何必要的程序性手续，以便该贷款方获得授权在不扣除爱尔兰税项的情况下付款。在本协议日期后成为本协议当事方的每一贷款人应在转让和承兑书中表明其在成为当事一方时签署的协议，并且为了行政代理的利益，不对任何贷款方承担责任，无论其是否为爱尔兰合格贷款人。如果新贷款人未能按照第2.16(H)(Vii)节的规定表明其身份，则就本协议而言，该新贷款人(包括每一贷款方)应被视为不是爱尔兰合格贷款人，直到其通知行政代理适用的类别(行政代理在收到通知后应通知贷款方)。为免生疑问，出借人如未能遵守第2.16(H)(Vii)条的规定，转让和接受不得因此而失效。(I)(I)本协议每一方均可作出FATCA要求其作出的任何扣减，以及与该扣减有关的任何付款，本协议任何一方均无须增加其就其作出该扣减的任何付款，或以其他方式补偿该扣减的收款人；和(Ii)本协议的每一方在意识到它必须按照FATCA的要求进行扣除(或该扣除的比率或基础有任何变化)时，应立即通知向其付款的一方，此外，应通知报告实体，行政代理和行政代理应通知其他财务方。84(J)如根据第2.16(A)或2节支付额外款项。第2.16(J)条所载的任何规定不得(I)干扰贷款人以其认为合适的方式安排其税务事务的权利，或(Ii)责令任何贷款人披露与其报税表、税务或与此有关的任何计算的任何资料，或(Iii)要求任何贷款人采取或不采取任何行动，以损害其从其可能有权获得的任何其他抵免、减免或偿还中获益的能力。(K)在本合同项下的任何承付款、预付款或贷款单据中享有权益的每一参与者均有权享受本第2.16款的利益(受本条款的要求和限制，包括第2款的要求的约束)。16(F)、(G)和(H)(不言而喻，第2.16(F)节所要求的文件应交付给参与贷款人，而第2.16(G)和2.16(H)节所要求的信息和文件应交付给适用的借款人和行政代理)，其程度与其是贷款人并根据本协议通过转让获得其权益的程度相同；但该参与方(A)同意遵守第2.21节的规定，如同其是本协议项下的受让人一样；和(B)无权根据第2.16条就任何参与获得比其参与贷款人有权获得更多付款的任何付款，但因参与者获得适用的参与后发生的法律变更而有权获得更多付款的情况除外。(L)在行政代理的辞职或替换、贷款人的任何权利转让或替换、承诺的终止以及贷款文件项下的所有义务的偿还、清偿或履行期间，每一方在第2.16款项下的义务应继续存在。(M)就本第2.16节而言，术语“适用法律”包括FATCA。第2.17节分担付款等在不遵守第2.20款的情况下，如果任何贷款人因其应得的垫款(不包括第2.02(C)、2.13、2.14(A)、2.16、9.04(C)或9款的规定)而获得任何付款(无论是自愿的、非自愿的，通过行使任何抵销权或其他方式)。04(D))超过其因所有贷款人获得的垫款而应缴纳的应课税额的，该贷款人应立即从其他贷款人购买所欠垫款中必要的部分，以使购买贷款人按比例与每一贷款人分摊多付的款项；但如其后向该购房贷款人追讨全部或任何部分该等多付款项，则须撤销向每名贷款人所作的购买，而该贷款人须向购房贷款人偿还所收回的购货价，以及一笔相等于该贷款人的应课差饷租值的款额(根据(A)该贷款人须偿还的款额与(B)向该贷款人收回的总款额的比例)。]85购买贷款人)购买贷款人就收回的总金额支付或应付的任何利息或其他金额。各方承认并同意，本第2.17节的前述条款反映了贷款人(而不是任何借款人或任何贷款方)之间达成的协议，任何借款人或任何贷款方不需要征得任何借款人或任何贷款方的同意，才能使贷款人根据此类条款或就贷款人或行政代理根据此类条款采取的任何行动的参与生效。第2.17节的规定不得解释为适用于(A)借款人根据并按照本协议不时生效的明示条款支付的任何款项，或(B)贷款人作为将其任何预付款的参与转让或出售给本协议允许的任何受让人或参与者而获得的任何付款。第2.18节使用收益和信用证。承诺所得款项应可供使用，且每名适用借款人同意将该等款项用于对现有循环信贷协议进行再融资，由申报实体选择为收购和其他交易提供资金，并用于其他一般公司目的和营运资金需要，其中可能包括对未偿债务进行再融资。第2.19节债务证据。(A)行政代理根据第9.07(G)节保存的登记册应包括：(I)每个借款人根据本协议进行的每一次借款的日期、货币和金额、构成该借款的垫款类型以及适用的利息期限；(Ii)向其交付和接受的每一转让和承兑的条款；(Iii)与Swingline贷款人商定的任何本金或(Swingline垫款的利息除外)的金额；每个借款人在本合同项下到期和应付或成为到期和应付的利息，以及(Iv)行政代理从每个借款人收到的任何款项的金额和每个贷款人在本合同项下的份额。(B)行政代理人依据上述(A)项合理及真诚地在登记册上作出的记项，应为本协议项下每名借款人到期应付或将到期及应付每名贷款人的原始及利息金额的表面证据；但行政代理人未能在登记册或该等账目中作出记项或发现某项记项有误，并不限制、扩大或以其他方式影响任何借款人在本协议项下的义务。第2.20节违约贷款人。(A)即使本协议有任何相反的规定，如果任何贷款人成为违约贷款人，则只要该贷款人是违约贷款人，下列条款就应适用(不言而喻，确定贷款人是否不再是违约贷款人应按第2.20(C)节所述作出)：(I)该违约贷款人将无权获得根据第2.06(A)节在该期间根据第2.06(A)节产生的任何费用(为避免产生疑问，应支付可归因于资金垫款的费用)；86(Ii)

保留区

；(3)在适用法律允许的最大范围内，该贷款人将无权就本协议项下的修订和豁免进行表决，并且在确定所需贷款人或所要求的所有或所有受影响的贷款人是否已批准任何此类修订或豁免时，将不考虑该贷款人在本协议项下的承诺和未清偿垫款(“所需贷款人”的定义将自动被视为在该期限内已相应修改)；但任何该等修订或豁免，如会增加或延长该违约贷款人的承担、延迟根据本协议所定的本金或利息支付日期、降低欠该违约贷款人的任何款项的本金额或所述利率、或降低计算根据本协议须支付予该违约贷款人的任何费用的所述利率(在每种情况下，第9.01(A)(Iii)条所准许者除外)，或更改本但书的条款，均须征得该违约贷款人的同意；和(Iv)报告实体可或可促使适用的借款人自行承担费用和努力，要求违约贷款人根据第9.07节的规定转让和转授其在本协议项下的权益、权利和义务。(B)如果在该贷款人成为违约贷款人时存在任何Swingline风险敞口或LC风险敞口，则：(I)该违约贷款人的所有或任何部分Swingline风险敞口和LC风险敞口(如违约贷款人是Swingline贷款人，应根据非违约贷款人各自适用的调整后百分比在非违约贷款人之间重新分配(该术语定义(B)款中所指的这种Swingline风险敞口的部分)，但仅限于以下范围：(X)所有非违约贷款人的循环信用风险敞口之和的美元等值加上该违约贷款人的Swingline风险敞口和LC风险敞口的美元等值不超过所有非违约贷款人的循环承诺的总和；以及(Y)没有非违约贷款人的循环信用风险敞口(按美元等值计算)加上该等非违约贷款人适用的风险敞口该违约贷款人的Swingline风险敞口和LC风险敞口的美元等值调整百分比超过了该非违约贷款人的循环承诺；(Ii)如果上文第(I)款所述的重新分配不能或只能部分实现，则每个适用的借款人应在行政代理通知后的两个工作日内(X)首先预付可归因于该借款人的Swingline预付款的比例份额(在根据上文第(I)款实施任何部分重新分配之后)和(Y)第二，仅为开证行的利益将该等借款人的债务抵押给开证行，只要该等信用证风险尚未清偿即可(在根据上述第(I)款实施任何部分再分配之后)履行与该违约贷款人的信用证风险相应的义务；(Iii)如果任何借款人根据上文第(Ii)款将该违约贷款人的LC风险的任何部分作为现金抵押，则该借款人不应根据第2.06(C)节的规定向该违约贷款人支付任何费用。

87在违约贷款人的信用证风险期间，违约贷款人的信用证风险敞口是以现金抵押的；(Iv)如果非违约贷款人的信用证风险敞口是根据上文第(I)款的规定重新分配的，则根据第2.06(C)节向贷款人支付的费用应根据该非违约贷款人的适用调整百分比进行调整；(V)如果违约贷款人的信用证风险敞口的全部或任何部分既没有按照上述第(I)或(Ii)款重新分配，也没有以现金作抵押，则在不损害开证行或任何其他贷款人根据本条款规定的任何权利或补救办法的情况下，根据第2.06(C)条就该违约贷款人的信用证风险敞口支付的所有信用证费用应支付给适用的开证行，直至该信用证风险敞口重新分配和/或以现金作抵押为止；和(Vi)只要该贷款人是违约贷款人，Swingline贷款人不应被要求为任何Swingline垫款提供资金，开证行也不应被要求开具、修改或增加任何信用证，除非他们信纳相关风险和违约贷款人当时未偿还的LC风险将由非违约贷款人的承诺100%覆盖，和/或适用借款人将根据第2.04(J)节提供现金抵押品。而在任何新订立的Swingline垫款或任何新签发或增加的信用证中的抵偿权益，须分别以与第2.03(C)及2.04(D)节一致的方式在非违约贷款人之间分配(而该违约贷款人不得在该等信用证中抵偿)。(D)行政代理根据本合同收到的本金、利息、手续费或其他款项(无论是自愿的还是强制性的，在到期时，根据第6.01节或其他规定)，或由行政代理根据第9.05节从违约贷款人收到的任何款项，应在下列时间或多个时间使用：第一，用于支付该违约贷款人在本合同项下欠管理代理人的任何款项；第二，按比例支付该违约贷款人在本协议项下欠开证行或Swingline贷款人的款项；第三，向任何Swingline垫款或信用证中任何参与权益的任何垫款或资金或现金抵押提供资金，而违约贷款人未能按照本协议的合理确定为其在本协议中所要求的部分提供资金；第四，应报告实体的要求，将其存放在存款账户中并按比例解除，以履行该违约贷款人在本协议项下潜在的未来融资义务；第五，任何贷款人因违约贷款人违反其在本协议项下的义务而获得的对该违约贷款人的任何判决而应向贷款人支付的任何款项；第六，由于该借款人因该违约贷款人违反本协议项下的义务而获得的该借款人获得的对该违约贷款人的任何判决而向借款人支付的任何款项；以及第七，向该违约贷款人或因该违约贷款人违反本协议项下的义务而向该违约贷款人支付的任何款项。20(D)须当作已支付予该失责贷款人并由该失责贷款人转送，而每名贷款人均不可撤销地同意本协议。第2.21节减轻处罚。(A)每一贷款人应迅速将其知道的任何事件通知可适用的借款人和行政代理，该事件将导致并将使用其可利用的合理商业努力(且在该贷款人的善意判断下，不会在其他方面对该贷款人不利)，以减轻或避免：(I)任何贷款方根据第2.13或2.16款支付任何金额的任何义务，或(Ii)第2.12款所述任何情况的发生(和，如果任何贷款人已就上文第(I)或(Ii)款所述的任何此类事件发出通知，且此后此类事件不复存在，则该贷款人应立即通知该贷款方和行政代理)。为进一步说明上述情况，每一贷款人将(应贷款方的要求)指定不同的资金办公室，但根据贷款人的判断，这样的指定将避免(或降低贷款方的成本)前一句第(I)或(Ii)款所述的任何事件，并且在贷款人的善意判断下，该指定不会在其他方面对贷款人造成重大不利。报告实体特此同意或促使适用的借款方支付任何贷款人因任何此类指定而产生的所有合理成本和开支。(B)尽管本协议有任何其他规定，如果任何贷款人在获知该事件或情况后180天内未将任何使其有权根据第2.13条获得赔偿的事件或情况通知适用的借款人，则该贷款人无权在该贷款人将该事件或情况通知该借款人之日之前180天之前从该借款人处获得赔偿。第2.22节增值税。尽管合同第2.16节有任何规定：(A)任何贷款方根据贷款文件明示应支付给贷款方的所有金额(全部或部分)构成用于增值税目的的任何供应的对价，应视为不包括对该供应应征收的任何增值税，因此，在符合以下(B)段的规定下，如果任何贷款方根据贷款文件向任何贷款方提供的任何供应应征收增值税，且该贷款方被要求向有关税务机关交代增值税，贷款方必须向贷款方支付相当于增值税金额的金额(在支付此类供应的任何其他对价的同时，或在稍后出示有效的增值税发票时)(贷款方必须立即向贷款方提供适当的增值税发票)。

89(B)如果任何贷款方(“供应商”)根据贷款单据向任何其他贷款方(“接受方”)提供的任何货物需要或将被征收增值税，根据任何贷款文件的条款，除接收方以外的任何贷款方(“相关方”)必须向供应商支付相当于该供应的对价的金额(而不是被要求就该对价向接收方进行补偿或赔偿)：(I)(如果供应商是需要向有关税务机关交代增值税的人)，相关方还必须(在支付该金额的同时)向供应商支付相当于增值税金额的额外金额。接受方必须(在本款第(1)款适用的情况下)迅速向相关方支付与接受方合理确定的有关供货应征收增值税有关的任何抵免或偿还金额；及(2)(如果接受方是被要求向有关税务机关交代增值税的人)，在接受方提出要求后，有关方必须立即向接受方支付等同于应就该供应品征收增值税的数额，但前提是接受方合理地确定其无权获得有关税务机关就该供货应征收的增值税的抵扣或偿还。(C)如果贷款单据要求任何贷款方偿还或赔偿贷款方的任何费用或支出，则贷款方应全额偿还或赔偿(视情况而定)贷款方的该等成本或支出，包括代表增值税的部分，除非贷款方合理地认为需要从相关税务机关就该等增值税抵免或偿还。(D)本第2.22节中对任何贷款方的任何提及，在该贷款方为增值税目的而被视为集团成员的任何时候，应包括(在适当的情况下和除非文意另有所指)根据分组规则(根据理事会指令2006/112/EC第11条的规定或欧洲成员国实施的规定或任何其他司法管辖区的同等规定)被视为提供或(视情况而定)接受供应的人。(E)对于贷款方根据贷款文件向任何贷款方提供的任何供应，如果贷款方提出合理要求，该贷款方必须迅速向贷款方提供该贷款方增值税登记的详细信息以及与该贷款方的增值税申报要求有关的合理要求的其他信息。第2.23节循环承付款项增加。在符合下列条件的情况下，报告实体可在至少5个工作日(或行政代理与借款人商定的其他时间段)向行政代理发出事先书面通知，不时要求增加现有的循环承付款项(“循环承付款项增加”)；但条件是：(1)截至该循环承付款项增加的生效日期，报告实体不应发生违约并继续发生违约；90(Ii)贷款文件所载的贷款各方的陈述及保证，在该日期当日及截至该日期，在各重要方面均属真实及正确(但任何已就重要性或重大不利影响作出保留的陈述或保证，在各方面均属如此受限制的真实及正确者除外)，但如该等陈述及保证明示与较早日期有关，则该等陈述及保证须在截至该较早日期在所有重要方面均属真实及正确；(3)所有这种循环承诺增加的美元等值总额不得超过6.25,000,000美元，每次增加的最低金额应为10,000,000美元；(4)适用的借款人、适用的贷款人或不在那里的贷款人--在提供这种循环承诺增加的贷款人和行政代理之前，应以行政代理合理满意的形式和实质，签署并向行政代理提交习惯合并或其他修订文件；这些文件可在未经任何贷款人同意的情况下修改本协定和其他贷款文件，以反映根据本协议条款实施该循环承诺增加所需的任何技术变更；(V)现有贷款人没有任何义务以任何方式提供任何转送承诺增加，除非它已经签署并交付了上文第(Iv)款所述的合并或其他修订文件；(Vi)行政代理应已收到其合理要求的补充意见、决议、证书和其他文件；(Vii)[已保留]; (B) [(Viii)就贷款文件的所有目的而言，根据任何循环承诺额增加而作出的垫款应构成“垫款”；(Ix)此类循环承诺额增加的条款和条件与本协议中关于循环承付款的条款和条件相同，但在行政代理合理满意的范围内除外；和(X)非贷款人的新贷款人应遵守适用于将适用的承付款或垫款转让给该新贷款人的相同内容。第三条成交和出借条件第3.01条成交日前条件。本协定将生效，承诺应自第一个日期起生效，只有]91已满足以下先决条件(行政代理在评估是否已满足先决条件时采取合理行动)(或根据第9.01节的规定放弃)：(A)行政代理(或其律师)应已从每一借款人和每一贷款人处收到(I)代表该方签署的本协议副本，或(Ii)行政代理合理满意的书面证据(可包括.pdf或本协议签名页的传真传输)，证明该方已签署该副本。(B)根据费用函或在截止日期生效的其他贷款文件，行政代理、联合牵头安排人和贷款人的所有费用和合理的自付费用(包括行政代理律师的发票费用和开支)应在截止日期前至少三个工作日由相关人员开具发票，并在截止日期或之前偿还或支付。01(D)；(Iv)致STERIS plc、STERIS Corporation和其他借款人的Jones Day和其他法律顾问的好意意见书，行政代理人合理地满意，在每种情况下，其形式和实质均为行政代理人合理地接受(并涵盖STERIS plc、STERIS Corporation和每个其他借款人)；以及(V)由STERIS公司首席财务官签署的行政代理可以合理接受的形式和实质上的习惯偿付能力证书，确认截至截止日期(A)报告实体92及其附属公司在综合基础上的资产的公允价值将超过其债务和负债，(B)报告实体及其附属公司在综合基础上的资产的当前公平可出售价值将大于支付其债务和其他债务的可能负债所需的金额。(C)当该等债务及其他负债变为绝对及抵押时，(C)报告实体及其附属公司将有能力偿还其附属、或有或有或其他债务及负债，因为该等债务及负债已成为绝对及到期债务，及(D)报告实体及其附属公司将不会拥有不合理的小资本来进行其所从事的业务，因为该等业务现已进行，并拟于结算日后进行。(E)(I)只要在截止日期前不少于十个工作日提出要求，行政代理应已在截止日期当日或之前收到监管当局根据适用的“了解您的客户”和反洗钱规则和条例(包括《爱国者法》)要求的所有文件和其他信息，在每种情况下均与STERIS plc、STERIS Corporation和每个其他借款人有关；及(Ii)在借款人有资格成为《实益所有权条例》下的“法人客户”的范围内，提出要求的任何贷款人，在截止日期前至少十个工作日向借款人发出的书面通知中，该借款人应在截止日期前至少三个工作日收到《法律所有权条例》所要求的关于受益所有权或控制权的证明(“受益所有权证明”)(但除非该贷款人在截止日期前至少三个工作日向行政代理人和该借款人发出书面通知，说明尚未满足这一条件并具体说明其细节，否则，第(Ii)款所列条件应被视为就该贷款人而言已得到满足)。联合牵头安排人特此确认，已收到STERIS plc截至2019年3月31日和2020年3月31日的财政年度以及截至2020年6月30日和2020年9月30日的财政季度的每一份财务报表。[93(G)在截止日期提供承诺之前或基本上同时，现有循环信贷协议应终止，所有本金、利息以及根据该协议应计和未支付的发票费用及支出均应全额偿还。(H)在紧接于成交日期进行的交易完成、将于成交日期作出的每笔垫款(如有的话)及该等垫款的收益(如有的话)运用后，在成交日期当日及截至成交日期，并无任何失责或失责事件发生及持续。第3.02节截止日期后循环预付款和信用证的先决条件。每一贷款人在截止日期后在本合同项下进行任何信贷延期的义务，须满足(行政代理在评估是否已满足先例条件时采取合理行动)(或根据第9.01节放弃)下列条件：(A)贷款文件中所载的贷款方的陈述和担保在所有重要方面都应真实和正确(但任何关于重要性或参考重大不利影响的陈述或担保应在所有方面都是真实和正确的)，除非该等陈述及保证明确与较早日期有关，而在此情况下，该等陈述及保证于该较早日期在所有重要方面均属真实及正确(但任何已就重要性或重大不利影响作出保留的陈述或保证，在各方面均应属如此受限制的真实及正确)。(B)没有违约发生，而且仍在继续。02.第四条陈述和保证第4.01节陈述和保证。每一借款方在本合同项下的截止日期和每一次信贷延期之日作出如下陈述和担保：(A)每一贷款方均已正式成立或注册成立，并根据其组织或注册的司法管辖区法律有效存在且信誉良好(只要存在此类概念)，除非(对任何借款方除外，该例外不适用于任何借款方)，除非合理地预期该违约不会产生实质性的不利影响。(B)每一借款方签署、交付和履行本协议及其所属的其他贷款文件，以及完成本协议和计划中的交易，(I)在借款方的组织权力范围内，(Ii)已得到所有必要的组织行动的正式授权，(Iii)不违反(A)借款方的章程或章程或其他组织文件或(B)任何法律，对借款方具有约束力或影响该贷款方的法规或合同限制，以及(Iv)不会导致或要求在综合集团的任何财产上或就其设定或施加任何留置权，除非在第(Iii)(B)及(Iv)条的情况下，合理地预期不会产生重大不利影响。(C)对于借款人和本协议的每一担保人的适当执行、交付和履行，不需要任何政府当局或监管机构的授权、批准或其他行动，也不需要向任何政府当局或监管机构发出通知或向其备案，除非已经或将会为完成本协议预期的交易而作出或获得或不合理地预期会产生重大不利影响。本协议和其他贷款文件是借款方的合法、有效和具有约束力的义务，可根据其条款对借款方强制执行，但受适用的破产、资不抵债、重组、暂停或类似影响债权人权利的法律和一般衡平原则(无论是在衡平法诉讼中或在法律上考虑)和默示的诚实信用和公平交易契约的影响除外。(E)所需财务报表定义所载的每份财务报表，在各重大方面均公平地列报报告实体及其综合附属公司截至该等日期及期间的综合财务状况及经营成果及现金流量，但附注所示及须受年终审计调整及未经核准财务报表的附注所规限者除外。(F)并无任何诉讼、诉讼、调查、诉讼或法律程序(包括但不限于任何环境诉讼)影响综合集团待决，或据借款人所知，在任何法院、政府机构或仲裁员席前受到威胁，而该等诉讼、诉讼、调查、诉讼或法律程序会合理地预期会被不利裁定，而如经裁定，(A)将合理地预期会对综合集团的整体财务状况或经营业绩产生重大不利影响(附表4.01(F)所载诉讼除外)或(B)会对合法性造成不利影响，本协议任何实质性条款在任何实质性方面的有效性和可执行性。(G)在运用每份预付款和/或信用证的收益后，在符合第5.02(A)节规定的情况下，借款人和综合集团在综合基础上的资产价值不超过25%将是保证金股票(符合联邦储备系统理事会发布的U规则的含义)。(H)每一贷款方及其附属公司均已及时提交或安排提交所有须提交的报税表及报告，并已支付或导致支付其须支付的所有税项，但(A)正通过适当程序真诚地提出争议且已根据公认会计准则为其拨备足够准备金的税项除外，或(B)未能如实提交将不会合理预期会导致重大不利影响的税项。]95(I)没有发生或合理地预期会对任何计划产生重大不利影响的ERISA事件。(J)除非合理预期会产生重大不利影响外，(I)于截止日期前最后一个年度精算估值日期，并无任何计划处于风险状态(定义见国税法第430(I)(4)节)，及(Ii)自该年度精算估值日期以来，任何计划的资金状况并无重大不利变化，以致合理预期会导致该计划处于风险状态(定义见国税法第430(I)(4)节)。(K)除非合理地预计不会产生重大不利影响，否则(I)借款人或任何ERISA关联公司(A)都不会对任何多雇主计划招致任何提款责任，或已招致任何尚未完全清偿的此类提款责任，或(B)多雇主计划的发起人已通知该多雇主计划破产(ERISA第4245条所指的计划)或已被确定为处于“危险”或“危急”状态(国税法第432节或ERISA第305节所指)，以及(2)多雇主计划不会破产或处于“危险”或“危急”状态。(M)(I)综合集团成员现时或以前拥有或经营的物业，并无在不良贷款或中央结算系统或任何类似的外国、州或本地名单上上市或拟上市，或据借款人所知，与任何该等物业毗邻，但综合集团成员的物业，不论个别或整体而言，合理地预期不会产生重大不利影响的物业除外；(Ii)在综合集团任何成员现时拥有或经营的任何物业上，或据借款人所知，在综合集团任何成员以前拥有或经营的任何物业上，没有亦从未有任何地下或地上贮水池或任何地面蓄水池、化粪池、坑、集水池或泻湖正在或已经处理、储存或处置有害物质，而该等个别或合计会合理地预期会产生重大不良影响的，则在该等储存罐或地上贮水池或地面蓄水池、化粪池、坑塘、集水池或泻湖；(Iii)目前由综合集团成员公司拥有或经营的物业上并无任何石棉或含石棉材料被合理预期会个别或合共产生重大不利影响；及(Iv)综合集团成员现时或以前拥有或经营的任何物业，或据借款人所知，任何毗邻物业96上并无排放、排放或处置有害物质，而该等物业个别或合计会合理地预期会产生重大不利影响。(O)综合集团的任何成员均不是“投资公司”、“投资公司”的“关联人”、“发起人”或“主承销商”(均由1940年修订的“投资公司法”界定)。借款人支付任何预付款或签发任何信用证，或使用其收益或偿还其收益，或完成本协议所考虑的其他交易，均不违反该法的任何规定或证券交易委员会在其下的任何规则、法规或命令。(P)本协议项下贷款方的垫款、信用证义务和所有相关债务(包括担保)至少与贷款方的所有其他无担保债务具有同等地位，而这些债务的条款并不明确从属于本协议项下的贷款方的义务。(Q)预付款和信用证的收益将按照第2.18节的规定使用。综合集团(I)已通过并维持旨在确保遵守的政策和程序，并有理由预计将继续确保遵守美国施加的任何制裁，以及(Ii)将采取和维持旨在确保遵守除美国实施的制裁以外的任何适用制裁的政策和程序。

摩根大通银行，N.A.，作为行政代理、贷款人和开证行，按：名称：标题：[信用证协议的签字页]，作为贷款人：名称：标题：

信用证协议的签字页

，作为贷款人：名称：标题：

信用证协议的签字页

，作为贷款人：名称：标题：

信用证协议的签字页

_

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1.借款日期通知书表格：_60603-5506注意：贷款和代理服务电子邮件：jpm.agency.cri@jpmgan.com2女士们，先生们：请参考日期为2021年3月19日的特定信贷协议(经日期为2022年1月1日的第1号修正案修订，截至2023年5月3日的第2号修正案修订，以及作为行政代理的STERIS plc，STERIS Limited，STERIS Corporation，STERIS爱尔兰金融有限公司，JPMorgan Chase Bank，N.A.，经进一步修订，修订和重述，补充或以其他方式不时修改)，以及担保人和贷款人不时为其当事人提供担保。使用但未在本合同中定义的大写术语应具有信贷协议中赋予该术语的含义。执行本通知的借款人特此根据信贷协议第2.02条申请借款：1.在(营业日)。2.由适用借款人_。3.借款类型(基础利率垫款、定期基准垫款或远期利率垫款)：_2用于以替代货币计价的预付款。3填写适用借款人的身份。5.协定货币：_

已以书面形式向行政代理提供了将借款收益记入贷方的指示；

借款人特此指定以下账户用于支付借款收益，行政代理有权将该收益存入下列账户：_

8.如以任何事件的发生为条件，则该事件的描述：____________________________________________________

签名页如下。

4必须遵守适用的最低金额的定义。5除以加元计价的贷款外，利息期限为1个月、3个月或6个月(视情况而定)，或适用借款人要求并得到所有贷款人同意的12个月或以下的其他期限。

3兹证明，下列签署人已安排本借款通知书于上述第一次写明的日期签立及交付。

Steris plc

Steris Limited

斯特里斯公司

斯特瑞斯爱尔兰金融有限公司

指定借款人

6借款人：姓名：标题：6填上适用借款人的姓名。

51 as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be con- strued to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and (d) the words “herein,” “hereof” and “hereunder,” and words of similar im- port, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereto. Any reference herein to a “writing” includes telecopier or other electronic communication. SECTION 1.05 Currency Translations. (a) [Reserved]. (b) The Administrative Agent shall determine the Dollar Equivalent of any Al- ternative Currency Letter of Credit or Borrowing denominated in an Alternative Currency in ac- cordance with the terms set forth herein, and a determination thereof by the Administrative Agent shall be presumptively correct absent demonstrable error. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Borrower in any document deliv- ered to the Administrative Agent. (c) The Administrative Agent shall determine the Dollar Equivalent of any Al- ternative Currency Letter of Credit as of (i) a date on or about the date on which the applicable Issuing Bank receives a request from the applicable Borrower for the issuance of such Letter of Credit, (ii) each subsequent date on which such Letter of Credit shall be renewed or extended or the stated amount of such Letter of Credit shall be increased, (iii) March 31 and September 30 in each year and (iv) during the continuance of an Event of Default, as reasonably requested by the Administrative Agent, and each such amount shall be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 1.05(c). (d) The Administrative Agent shall determine the Dollar Equivalent of any Bor- rowing not denominated in Dollars as of (i) a date on or about the date on which the Administrative Agent receives a Notice of Borrowing in respect of such Borrowing, (ii) as of the date of the commencement of each Interest Period after the initial Interest Period therefor, (iii) during the continuance of an Event of Default, as reasonably requested by the Administrative Agent and (iv) with respect to any RFR Advance, each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Advance (or, if there is no such numerically corresponding day in such month, then the last day of such month), (x) in the case of clause (ii) above, on the date that is three Business Days prior to the date on which the applicable Interest Period shall commence, and (y) in the case of clause (iii) above, on the date of determina- tion, and each such amount shall be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section 1.05(d). (e) The Administrative Agent shall notify the Borrowers, the Lenders and the applicable Issuing Bank of each such determination on the applicable Revaluation Date and reval- uation of the Dollar Equivalent of each Letter of Credit and Borrowing made pursuant to this Section 1.05. (f) The Administrative Agent may set up appropriate rounding-off mechanisms or otherwise round off amounts pursuant to this Section 1.05 to the nearest higher or lower amount in whole dollars or cents to ensure amounts owing by any party hereunder or that otherwise need 52 to be calculated or converted hereunder are expressed in whole dollars or in whole cents, as may be necessary or appropriate. (g) For purposes of determining compliance with Articles V (other than with respect to Section 5.03, which shall be determined based on the foreign exchange rates used to produce the applicable financial statements relating to such test date) and VI, with respect to any amount in currency other than Dollars, amounts shall be deemed to be the Dollar Equivalent thereof determined for such currency in relation to Dollars in effect on the date that is three Busi- ness Days prior to the date on which such amounts were incurred or disposed of or such failure to pay occurred or judgment or order was rendered, as applicable. SECTION 1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time. SECTION 1.07 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time. SECTION 1.08 Interest Rates; Benchmark Notification. The interest rate on a Loanan Advance denominated in Dollars or an Alternative Currency may be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate (“LIBOR”) is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that: (a) immediately after December 31, 2021, publication of all seven euro LIBOR settings, all seven Swiss Franc LIBOR settings, the spot next, 1-week, 2-month and 12- month Japanese Yen LIBOR settings, the overnight, 1-week, 2-month and 12-month British Pound Sterling LIBOR settings, and the 1-week and 2-month U.S. Dollar LIBOR settings will perma- nently cease; immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; immediately after December 31, 2021, the 1- month, 3-month and 6-month Japanese Yen LIBOR settings and the 1-month, 3-month and 6- month British Pound Sterling LIBOR settings will cease to be provided or, subject to consultation by the FCA, be provided on a changed methodology (or “synthetic”) basis and no longer be rep- resentative of the underlying market and economic reality they are intended to measure and that representativeness will not be restored; and immediately after June 30, 2023, the 1-month, 3-month

53 and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA’s con- sideration of the case, be provided on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this agreement should consult its own advisors to stay informed of any such developments. Public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR Transition Event, a Term TONA Transition Event or an Early Opt-In Election, Section 2.10 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Bor- rowers, pursuant to Section 2.10, of any change to the reference rate upon which the interest rate on Eurocurrency RateTerm Benchmark Advances is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to LIBOR or other rates in the definition of “LIBO Rate” (or “EURIBOR Rate”, or “TIBOR Rate”, as applicable)any in- terest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or with respect to any RFR, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.10, whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR Tran- sition Event, a Term TONA Transition Event or an Early Opt-in Election, and (ii) the implemen- tation of any Benchmark Replacement Conforming Changes pursuant to Section 2.10), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate (or the EURIBOR Rate, or the TIBOR Rate, as applicable)existing interest rate being replaced or have the same volume or liquidity as did the London interbank offered rate (or the euro interbank offered rate, as applicable)any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may en- gage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any rel- evant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any in- terest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES SECTION 2.01 The Advances and Revolving Commitments. Each Revolv- ing Lender severally and not jointly agrees, during the Availability Period, on the terms and con- ditions hereinafter set forth to make Revolving Advances denominated in Dollars or Alternative Currencies to any Borrower from time to time, in an aggregate amount that would not result (after 54 giving effect to any application of proceeds from such Advances pursuant to Section 2.03(a)) in (i) the Dollar Equivalent of such Lender’s Revolving Credit Exposure exceeding such Lender’s Re- volving Commitment, (ii) the Dollar Equivalent of the Aggregate Revolving Credit Exposure ex- ceeding the Aggregate Revolving Commitments and (iii) the Dollar Equivalent of the Aggregate Revolving Credit Exposure denominated in Alternative Currencies exceeding the Alternative Cur- rency Sublimit. Each Borrowing shall be in an aggregate amount equal to the Applicable Mini- mum Amount and shall consist of Advances of the same Type and currency made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, each Borrower may borrow under this Section 2.01, prepay Advances pur- suant to Section 2.12 and reborrow under this Section 2.01. SECTION 2.02 Making the Advances. (a) Each Borrowing shall be made on notice by a Borrower, given not later than (x) 11:30 A.M. (Local Time) on (1) the third Business Day prior to the date of the proposed Bor- rowing in the case of a Borrowing in an Alternative Currency (other than Sterling or Swiss Francs) or (2) the third U.S. Government Securities Business Day prior to the date of the proposed Bor- rowing in the case of a Borrowing in Dollars consisting of Eurocurrency RateTerm Benchmark Advances, (y) 11:30 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances or (z) 11:00 A.M. (New York City time) four RFR Business Days prior to the requested day of any Borrowing of RFR Advances, in the case of an RFR Borrowing denominated in Sterling or Swiss Francs, to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or other electronic communi- cation. Each notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by telephone, and if by telephone, confirmed immediately in writing, including by telecopier (or other electronic communication) in substantially the form of Exhibit A hereto, signed by a Responsible Officer and specifying therein the identity of the applicable Borrower and the requested (i) date of such Bor- rowing (which shall be a Business Day), (ii) Type and currency of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) initial Interest Period for such Borrow- ing, if such Borrowing is to consist of Eurocurrency RateTerm Benchmark Advances, (v) instruc- tions for crediting the proceeds of the Borrowing (which applicable account details shall be or shall have been provided to the Administrative Agent in writing) and (vi) whether such notice is condi- tioned on the occurrence of any event and if such notice is so conditioned, a description of such event (it being understood that such notice may be revoked by such Borrower if such condition is not satisfied). Each Lender shall, before 12:00 P.M. (Local Time) in the case of Advances in an Alternative Currency and 1:30 P.M12:00 P.M. (New York City time) in the case of Advances in Dollars on the date of such Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s Office, in same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Admin- istrative Agent will make such funds available to the applicable Borrower in immediately available funds as specified by such Borrower to the Administrative Agent in a signed writing delivered to the Administrative Agent on or prior to the time the applicable Notice of Borrowing is delivered (or such later time as the Administrative Agent shall agree). (b) Anything in Section 2.02(a) to the contrary notwithstanding, (i) Advances denominated in Alternative Currency may only be requested and maintained as Eurocurrency RateTerm Benchmark Advances or, in the case of Advances denominated in Sterling or Swiss

55 Francs, may only be requested and maintained as RFR Advances (subject to Section 2.14), (ii) subject to Section 2.10, Advances denominated in Dollars shall be required to be maintained as either Term Benchmark Advances or Base Rate Advances, (iii) a Borrower may not select Euro- currency RateTerm Benchmark Advances denominated in Dollars if the obligation of the Lenders to make Eurocurrency RateTerm Benchmark Advances denominated in Dollars shall then be sus- pended pursuant to Sections 2.10 or 2.14 and (iiiiv) the Eurocurrency RateTerm Benchmark Ad- vances may not be outstanding as part of more than twelve (12) separate Borrowings. (c) Each Notice of Borrowing shall be binding on the applicable Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency RateTerm Benchmark Advances or RFR Advances, the applicable Borrower shall indemnify each Lender against any reasonable loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any rea- sonable loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liq- uidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(a) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that any Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to pay or to repay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is paid or repaid to the Administrative Agent, at (i) in the case of the applicable Borrower, the higher of (A) the interest rate applicable at the time to Advances comprising such Borrowing and (B) the cost of funds incurred by the Administrative Agent in respect of such amount, (ii) in the case of such Lender and in the case of Dollar denominated Advances, the greater of the Federal Fundsapplicable Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (iii) in the case of such Lender and in the case of Alternative Currency denominated Advances, a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender shall pay to the Administrative Agent such corresponding principal amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes of this Agreement. Any pay- ment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (e) The failure of any Lender to make the Advances to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its 56 Advances on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advances to be made by such other Lender on the date of any Borrowing. (f) If any Lender makes available to the Administrative Agent funds for any Advance to be made by such Lender as provided herein, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to such Borrowing are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest. SECTION 2.03 Swingline Advances. (a) Subject to the terms and condi- tions set forth herein, each Swingline Lender severally may (but shall not be obligated to), in such Swingline Lender’s sole discretion, make Swingline Advances to any Borrower from time to time during the Availability Period in Dollars or Swingline Foreign Currencies, in an aggregate princi- pal amount at any time outstanding that will not result in (i) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Advances exceeding the Swingline Commitment, (ii) except as set forth in clause (v) below with respect to the Lender that is a Swingline Lender, the Dollar Equivalent of any Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (iii) the Dollar Equivalent of the Aggregate Revolving Credit Exposure exceeding the Aggregate Revolving Commitments, (iv) the Dollar Equivalent of the Aggregate Revolving Credit Exposure denominated in Alternative Currencies exceeding the Alternative Currency Sub- limit or (v) unless such requirement is waived in writing by the applicable Swingline Lender in its sole discretion, the Dollar Equivalent of any Swingline Lender’s Swingline Exposure exceeding its Swingline Commitment. Swingline Advances shall be in amounts equal to the Applicable Min- imum Amount. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Swingline Advances. (b) To request a Swingline Advance: (i) in the case of a Swingline Advance denominated in Dollars to a Bor- rower, the applicable Borrower shall notify the Administrative Agent and the Swingline Lender designated by such Borrower to make such Swingline Advance of such request in writing not later than 1:00 P.M. (or such other time agreed to by the applicable Borrower and such Swingline Lender), New York City time, on the day of such proposed Swingline Advance, and (ii) in the case of any other Swingline Advance, the applicable Borrower shall notify the Administrative Agent and the Swingline Lender designated by such Bor- rower to make such Swingline Advance of such request in writing, not later than 1:00 P.M. (or such other time agreed to by the applicable Borrower and such Swingline Lender), Local Time, on the day of such proposed Swingline Advance. Each such notice shall be irrevocable and shall specify (A) the requested date (which shall be a Business Day), (B) the currency such Swingline Advance is to be denominated and (C) the amount of the requested Swingline Advance. The applicable Swingline Lender and the applicable Bor- rower shall agree upon the interest rate applicable to such Swingline Advance (provided that in no event shall the interest rate for Swingline Advances denominated in Dollars exceed the Base Rate plus the Applicable Margin for Base Rate Advances plus the Facility Fee). Such interest shall be

57 payable in arrears quarterly on the last Business Day of each March, June, September and Decem- ber and on the date such Swingline Advance is paid in full. Any funding of a Swingline Advance that is agreed to by a Swingline Lender shall be made on the proposed date thereof by 4:00 P.M., Local Time, to the account of the applicable Borrower desig- nated by such Borrower in writing to the applicable Swingline Lender (or, in the case of a Swin- gline Advance made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(e), by remittance to the applicable Issuing Bank). Each Swingline Advance shall be made by the Swingline Lender from whom the applicable Borrower has requested such Swingline Advance. The Administrative Agent shall determine the procedures to be followed by the Swingline Lenders to ensure compliance with Section 2.03(a) at the time any Swingline Advance is made and to ensure that the amount of Revolving Advances made does not exceed the amounts permitted by Section 2.01, and each Swingline Lender and the other parties hereto agrees to abide by such pro- cedures. If the Swingline Advances at any time exceed any of the amounts permitted by Section 2.01 or 2.03(a), each applicable Borrower shall promptly prepay the relevant Swingline Advances for the account of such Borrower by the amount of such excess. No Swingline Lender shall be responsible for the failure of any other Swingline Lender to make a Swingline Advance hereunder. (c) Any Swingline Lender, at any time and from time to time may, on behalf of the applicable Borrower (which hereby irrevocably directs the Swingline Lenders to act on its behalf), on notice given no later than 10:00 A.M., Local Time, on any Business Day request each Lender to make, and each Lender hereby agrees to make, an Advance denominated in the currency of any applicable outstanding Swingline Advance, in an amount equal to such Lender’s Applicable Adjusted Percentage of the aggregate amount of such Swingline Advance (the “Refunded Swin- gline Loans”) outstanding on the date of such notice, to repay the relevant Swingline Lender. Each Lender shall make the amount of such Revolving Advance available to the Administrative Agent in immediately available funds, not later than the time set forth in Section 2.02 for the making of a Revolving Advance, in the case of Dollar Advances, on such Business Day and in the case of Advances denominated in an Alternative Currency, three Business Days after such notice date. The proceeds of such Revolving Advances shall be immediately made available by the Adminis- trative Agent to the relevant Swingline Lender for application by the relevant Swingline Lender to the repayment of the Refunded Swingline Loans. The applicable Borrower irrevocably authorizes the relevant Swingline Lender to charge its account with such Swingline Lender (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swin- gline Loans to the extent amounts received from the Lenders are not sufficient to repay in full such Refunded Swingline Loans. To the extent the applicable Borrower does not have an account with such Swingline Lender, the Borrower shall pay to such Swingline Lender on demand the amount of such Refunded Swingline Loans to the extent amounts received from the Lenders are not suffi- cient to repay in full such Refunded Swingline Loans. (d) Each Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 P.M., New York City time (or 11:00 a.m. Local Time in the case of any Swingline Advance denominated in any Alternative Currency), on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swin- gline Advances of such Swingline Lender. Such notice shall specify the aggregate amount of such Swingline Advances in which the Lenders will participate, and such Swingline Advances (x) if denominated in Dollars, shall bear interest at the rate applicable to Base Rate Advances, and (y) if denominated in an Alternative Currency, shall be converted to Dollars and shall bear interest at 58 the rate applicable to Base Rate Advances. Promptly upon receipt of such notice, the Administra- tive Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Appli- cable Adjusted Percentage of such Swingline Advance or Advances. Each Lender hereby abso- lutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Admin- istrative Agent, for the account of the applicable Swingline Lenders, such Lender’s Applicable Adjusted Percentage of such Swingline Advance or Advances. Each Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance what- soever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withhold- ing or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, and the Administrative Agent shall promptly pay to the applicable Swingline Lenders the amounts so received by it from the Lenders. The Admin- istrative Agent shall notify the applicable Borrower of any participations in any Swingline Ad- vance acquired pursuant to this Section 2.03(d), and thereafter payments in respect of such Swin- gline Advance shall be made to the Administrative Agent and not to the applicable Swingline Lenders. Any amounts received by a Swingline Lender from the applicable Borrower (or other party on behalf of such Borrower) in respect of a Swingline Advance after receipt by such Swin- gline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Bor- rower for any reason. The purchase of participations in a Swingline Advance pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof and the applicable Borrower shall reimburse each Lender for any amounts that may be due under any other term of this Agreement. (e) Additional Swingline Lenders. From time to time, a Borrower may desig- nate other Lenders that agree (in their sole discretion) to act in such capacity and are reasonably satisfactory to the Administrative Agent and the Borrowers as additional Swingline Lenders. A Borrower may withdraw any such designation at any time (with respect to a Swingline Lender added pursuant to this Section 2.03(e)). After a Swingline Lender’s designation is withdrawn hereunder, such Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Ad- vances issued by it prior to such replacement, but shall not be required to issue additional Swin- gline Advances. SECTION 2.04 Letters of Credit. (a) General. Subject to the terms and con- ditions set forth herein, each Borrower may request any Issuing Bank selected by it to issue Letters of Credit denominated in Dollars or Alternative Currencies for its own account or the account of a Subsidiary, in a form reasonably acceptable to such Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and con- ditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the applicable Borrower to, or entered into by such Borrower and a Subsidiary with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything contained herein to the contrary, Bank of

59 America, N.A., in its capacity as an Issuing Bank, shall have no obligation to issue any Letter of Credit with (i) STERIS plc or STERIS Irish FinCo (or any other Irish Borrower) as the applicant or (ii) any Irish beneficiary, unless otherwise agreed to by Bank of America, N.A. (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an out- standing Letter of Credit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the respective Is- suing Bank) to an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.04(c) below), the amount of such Letter of Credit, the name and address of the account party thereof (which shall be a Borrower or a Subsidiary, and if a Subsidiary then the applicable Borrower shall be directly liable with respect to all obligations relating to such Letter of Credit), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the applicable Borrower (and the applicable Subsidiary if such Letter of Credit is to be issued for the account of a Subsidiary) also shall submit a letter of credit application on the Issuing Bank’s stand- ard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the Dollar Equivalent of the aggregate LC Exposure shall not exceed the aggregate LC Commitment, (ii) the Dollar Equivalent of the LC Exposure attributable to Letters of Credit issued by a particular Issuing Bank shall not exceed such Issuing Bank’s LC Commitment sub-commitment (provided such Issuing Bank may, in its sole discretion, agree to waive such requirement as to itself), (iii) the Dollar Equivalent of any Lender’s Revolving Credit Exposure does not exceed such Lender’s Revolving Commitment, (iv) the Dollar Equivalent of the Aggregate Revolving Credit Exposure does not exceed the Ag- gregate Revolving Commitments and (v) the Dollar Equivalent of the Aggregate Revolving Credit Exposure denominated in Alternative Currencies does not exceed the Alternative Currency Sub- limit. An Issuing Bank shall not be under any obligation to issue, amend, renew or extend any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending, renewing or extending such Letter of Credit, or any law applicable to such Is- suing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance, amendment, renewal or extension of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issu- ing Bank any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such Issuing Bank in good faith deems material to it; or 60 (ii) the issuance, amendment, renewal or extension of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date two years after the date of the issuance of such Letter of Credit (provided that any Letter of Credit with a two year tenor may provide for additional two year extensions thereof subject to the approval of the Administrative Agent and such date not extending beyond the date in clause (ii)), unless otherwise consented to by the applicable Issuing Bank and (ii) the date that is five Business Days prior to the Revolving Maturity Date. Notwith- standing the foregoing, in the event and to the extent that a Letter of Credit remains cash collat- eralized, without duplication, in an amount equal to at least 105% of the face amount thereof, such Letter of Credit may continue outstanding for a period of time up to one year past the Revolving Maturity Date. (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Adjusted Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, in the currency of the applicable LC Disbursement and for the account of the respective Issuing Bank, such Lender’s Applicable Adjusted Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in Section 2.04(e) below, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason, including after the Revolving Maturity Date. Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments. (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, Local Time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with an Advance or Swingline Advance, at the option of such Borrower, in an equivalent amount and, to the extent so financed, such Borrower’s obli- gation to make such payment shall be discharged and replaced by the resulting Advance or Swin- gline Advance. If a Borrower fails to make such payment when due, such amount, if denominated in an Alternative Currency shall be converted to Dollars and shall bear interest at the Base Rate plus the Applicable Margin and the Administrative Agent shall notify each Lender of the applica- ble LC Disbursement, the payment then due from such Borrower in respect thereof and such Lender’s Applicable Adjusted Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Adjusted Percentage of the payment

61 then due from such Borrower, and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from a Borrower pursuant to this paragraph, the Adminis- trative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of an Advance or a Swingline Advance as contemplated above) shall not constitute an Advance and shall not relieve such Borrower of its obligation to reimburse such LC Disbursement. (f) Obligations Absolute. Each Borrower’s obligation to reimburse LC Dis- bursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrev- ocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the respective Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the applicable Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders or the Issuing Banks, or any of their respective Related Parties, shall have any liability or responsi- bility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances re- ferred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmis- sion or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the respective Issuing Bank. The foregoing provisions of this Section 2.04(f) shall not be construed to excuse an Issuing Bank from liability to a Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Borrower and, in consideration of accepting the benefit of such Letter of Credit, any applica- ble Subsidiary for whom such Letter of Credit is issued to the extent permitted by applicable law) suffered by such Borrower and any applicable Subsidiary that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of bad faith, gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 62 (g) Disbursement Procedures. The Issuing Bank for any Letter of Credit shall, within the time allowed by applicable law or the specific terms of such Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. Such Issuing Bank shall promptly after such examination notify the Ad- ministrative Agent and the applicable Borrower in writing of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower and any applicable Subsidiary of their obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement. (h) Interim Interest. If the Issuing Bank for any Letter of Credit shall make any LC Disbursement, then, unless the applicable Borrower or the applicable Subsidiary shall reim- burse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that such Borrower and/or the applicable Subsidiary reimburses such LC Disbursement, at the rate per annum (i) in the case of LC Disbursements made in Dollars, and at all times following the conversion to Dollars of an LC Disbursement made in an Alternative Cur- rency pursuant to Section 2.04(e) above, at the rate per annum then applicable to Base Rate Ad- vances and (ii) in the case of LC Disbursements made in an Alternative Currency, and at all times prior to their conversion to Dollars pursuant to Section 2.04(e) above, at a rate determined in a customary manner in good faith by the Issuing Bank for short term Advances in such Alternative Currency; provided that, if a Borrower or any applicable Subsidiary fails to reimburse such LC Disbursement when due pursuant to Section 2.04(e) above, then Section 2.09(b) shall apply. In- terest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.04(e) above to reimburse such Issuing Bank for such LC Disbursement shall be for the account of such Lender to the extent of such payment. (i) Replacement of the Issuing Bank. An Issuing Bank may be replaced at any time by a Borrower with another Lender by a written agreement reasonably satisfactory to the applicable Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issu- ing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issu- ing Bank. At the time any such replacement shall become effective, the applicable Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.06(c). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Is- suing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or extend or otherwise amend any existing Letter of Credit. (j) Cash Collateralization. If any Event of Default under Section 6.01(a) or Section 6.01(e) shall occur and be continuing, not later than the third Business Day after a Bor- rower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Advances has been accelerated, Lenders with LC Exposure representing greater than 50%

63 of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, such Borrower (with respect to any Letters of Credit issued for its account only (including for the avoid- ance of doubt any Letter of Credit issued for a Subsidiary in respect of which such Borrower is obligated)) shall deposit in an account with the Administrative Agent, in the name of the Admin- istrative Agent and for the benefit of the Lenders, an amount in cash equal to 105% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower with respect to any Letters of Credit issued for its account described in Section 6.01(e). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, in- cluding the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed, together with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for the satisfac- tion of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Advances has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrowers under this Agreement. If a Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the applicable Borrower or applicable Sub- sidiary within three Business Days after all such Events of Default have been cured or waived. (k) Additional Issuing Banks. From time to time, a Borrower may designate other Lenders that agree (in their sole discretion) to act in such capacity and are reasonably satis- factory to the Administrative Agent and the Borrowers as Issuing Banks. Each such additional Issuing Bank shall execute such agreements reasonably requested by the Administrative Agent and shall thereafter be an Issuing Bank hereunder for all purposes. A Borrower may withdraw any such designation at any time (with respect to an Issuing Bank added pursuant to this Section 2.04(k)). After an Issuing Bank’s designation is withdrawn hereunder, such Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. (l) Reporting. Unless otherwise requested by the Administrative Agent, each Issuing Bank shall report in writing to the Administrative Agent (i) on the first Business Day of each week and the first Business Day of each fiscal quarter of the Reporting Entity, the aggregate face amount of Letters of Credit issued by it and outstanding as of the last Business Day of the preceding week or the preceding fiscal quarter of the Reporting Entity, as applicable, (ii) on or prior to each Business Day on which such Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it and out- standing after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), (iii) on each Business Day on which such Issuing Bank 64 makes any LC Disbursement, the date of such LC Disbursement and the amount of such LC Dis- bursement and (iv) on any other Business Day, such other information as the Administrative Agent shall reasonably request. (m) Existing Letters of Credit. Upon the Closing Date, all Existing Letters of Credit shall be deemed to have been issued under this Agreement on the Closing Date and to be outstanding as Letters of Credit under this Agreement. SECTION 2.05 [Reserved]. SECTION 2.06 Fees. (a) Facility Fee. The Reporting Entity agrees to pay or cause to be paid, to the Administrative Agent for the account of each Lender holding Revolving Commitments (other than a Defaulting Lender for such time as such Lender is a Defaulting Lender, except with respect to fees for amounts under the Revolving Commitments actually funded by such Defaulting Lender) a facility fee (collectively, the “Facility Fees”) in an amount equal to the rate per annum set forth under the heading “Facility Fee” in the definition of “Applicable Margin” of the daily aggregate Revolving Commitments (drawn or undrawn) of such Lender, commencing on the Closing Date in arrears on the 15th day following the last Business Daydate of each fiscal quarter ending March, June, September and December and upon the termination in full of the Revolving Commitments. Facility Fees will be calculated on the basis of a 360-day year and actual days elapsed. (b) [Reserved]. (c) Letter of Credit Fees. Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in each outstanding Letter of Credit issued for the account or at the request of such Borrower, which shall accrue on the daily maximum amount then available to be drawn under such Letter of Credit at the same Applicable Margin used to determine the interest rate applicable to Eurocur- rency RateTerm Benchmark Advances, during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.125% per annum on the daily maximum amount then available to be drawn under such Letter of Credit, during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the administration, issuance, amendment, payment, negotiation or extension of any Letter of Credit issued for the account or at the request of such Borrower, and other processing fees, and other standard costs and charges of such Issuing Bank relating to Letters of Credit as from time to time in effect. Participation fees and fronting fees accrued through and including the last day of March, June, September and De- cember of each year shall be payable on the 15th day of the month immediately following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after de- mand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days

65 and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) [Reserved]. (e) Additional Fees. The Reporting Entity shall, without duplication to the fees referred to above in Section 2.06(a) and (c), 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. SECTION 2.07 Termination or Reduction of the Commitments. (a) Mandatory Reduction or Termination. Unless previously terminated, the Revolving Commitments shall terminate in full on the Revolving Maturity Date. Any termination or reduction of the Commitments shall be permanent. The foregoing shall not excuse any Default- ing Lender from liability for a failure to fund its Commitment. (b) Voluntary Reduction or Termination. A Borrower may, upon notice to the Administrative Agent, terminate any of the Commitments, or from time to time permanently re- duce any of the Commitments; provided that (x) any such notice shall be received by the Admin- istrative Agent not later than 1:00 P.M. (New York City time) (or such later time as the Adminis- trative Agent may agree in its discretion) on the date of termination or reduction, and (y) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. The Administrative Agent will promptly notify the applicable Lend- ers 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 Facility 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 unused amount of the Commitments 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 applica- ble Borrower for the account of such Defaulting Lender under this Agreement (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 (i) to the Administrative Agent for the benefit of the Revolving Lenders on the Revolving Maturity Date the aggregate principal amount of the Revolving Advances for the account of such Borrower out- standing on such date; and (ii) to each Swingline Lender the then unpaid principal amount of each 66 Swingline Advance made by such Swingline Lender to such Borrower on the earlier of the Re- volving Maturity Date and the date 5 Business Days after such Swingline Advance is made or such other date agreed to between the applicable Borrower and the applicable Swingline Lender. SECTION 2.09 Interest on Advances. (a) Scheduled Interest. Each Bor- rower 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 peri- ods 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 Eu- rocurrency RateRelevant Rate applicable to such Term Benchmark Advance for such In- terest 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 Bench- mark Advance shall be Converted or paid in full. (iii) Swingline Advances. Swingline Advances shall accrue interest as set forth in Section 2.03. (iv) RFR Advances. Each RFR Advance shall bear interest at a rate per annum equal to the applicable Adjusted Daily Simple RFR plus the Applicable Margin, payable in arrears on each RFR Interest Payment Date for such Advances. (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), 2.09(a)(ii) or, 2.09(a)(iii) or 2.09(a)(iv), 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), 2.09(a)(ii) or, 2.09(a)(iii) or 2.09(a)(iv) 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), or in the case of amounts due in an Alternative Currency, at a rate for short term borrowings of such Alternative Currency determined in a cus- tomary manner in good faith by the Administrative Agent, provided, however, that following ac- celeration of the Advances for the account of such Borrower pursuant to Section 6.01, Default

67 Interest shall accrue and be payable hereunder whether or not previously required by the Admin- istrative Agent. SECTION 2.10 Interest Rate Determination. (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 pur- poses of Section 2.09(a)(i) or, 2.09(a)(ii) or 2.09(a)(iv). (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 Term Benchmark (including, without limitation, by means of an Interpolated Rate or because the Relevant Rate or Relevant Screen Rate is not available or published on a current basis) do not exist for ascertaining the Eurocurrency Rate for such Interest Period for the applicable Agreed Currency; provided that no Benchmark Transition Event shall have occurred at such time, and such Interest Period 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. (at the applicable Local Time) on the second Business Day before (or in the case of Borrowings in Canadian Dollars and Australian Dollars, on the Business Day of) 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 Eurocurrencythe Relevant Rate for the applicable Agreed Currency and 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 the ap- plicable Agreed Currency and such Interest Period, the Administrative Agent shall forthwith so notify 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 suspen- sion 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), (x) in the case of Dollar denominated Advances, (i) prepay such Advances, (ii) Convert such Advances into Base Rate Advances and (y) in the case of Alternative Currency denominated Advances, (i) prepay such Advances, (ii) solely for the purpose of calculating the interest rate applicable to such Advances, deem such Alternative Currency denominated Advances to be Dollar denominated Eurocurrency RateTerm Benchmark Advances, if available, and such Alternative Currency denominated Ad- vances shall accrue interest at the same interest rate applicable to Dollar denominated Eurocur- rency RateTerm Benchmark Advances at such time, if available, or (iii) consent to the maintenance of such Advances at a rate for short term borrowings of the applicable Alternative Currency deter- mined in a customary manner in good faith by the Administrative Agent and (B) the obligation of the Lenders to make, or to Convert Dollar denominated Advances into, Eurocurrency RateTerm Benchmark Advances shall be suspended, and any applicable Alternative Currency denominated Advances shall be made and maintained at a rate for short term borrowings of such Alternative Currency determined in a customary manner in good faith by the Administrative Agent, 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 68 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, or in the case of Eurocurrency RateTerm Benchmark Advances denominated in Alternative Currency, automatically Convert to a new Eurocurrency RateTerm Benchmark Advance with an Interest Period of one month’s duration. (d) 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 applicable Ad- justed Daily Simple RFR, Daily Simple RFR or RFR for the applicable Agreed Currency, or (ii) the Required Lenders notify the Administrative Agent that, at any time, the applicable Adjusted Daily Simple RFR for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their RFR Advances (or its Advance) included in such Borrowing for the applicable Agreed Currency, 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 Con- version 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, in each case, for the rele- vant Benchmark, shall be ineffective. Furthermore, (i) if any RFR Advance in Dollars is outstand- ing on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.10(d) with respect to a Relevant Rate applicable to such RFR Advance, 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 denominated in Dollars or (ii) if any RFR Advance in any Agreed Currency (other than in Dollars) is outstanding on the date of the Bor- rower’s receipt of the notice from the Administrative Agent referred to in this Section 2.10(d) with respect to a Relevant Rate applicable to such RFR Advance, then from the date of such notice until (x) the Administrative Agent notifies the applicable Borrower and the Lenders that the circum- stances 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 continu- ation, as applicable) in accordance with the terms of Section 2.02, any RFR Advance shall bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent demonstrable error) that the Central Bank Rate cannot be determined, any out- standing affected RFR Advances, at the applicable Borrower’s election, shall either (A) be con- verted into Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equiv- alent of such Alternative Currency) immediately or (B) be prepaid in full immediately. (e) Notwithstanding anything to the contrary herein or in any other Loan Doc- ument, 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 Replace- ment Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder

69 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 Agree- ment or any other Loan Document and (y) if a Benchmark Replacement is determined in accord- ance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replace- ment 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 Replace- ment 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 Doc- ument, 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 Lend- ers of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR Transition Event, a Term TONA Transition Event or an Early Opt-in Election, as applicable, (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 Un- availability Period. Any determination, decision or election that may be made by the Administra- tive 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 Doc- ument and subject to the proviso below in this paragraph, (x) with respect to Dollar denominated Advances, if a Term SOFR Transition Event and its related Benchmark Replacement Date,[re- served], (y) with respect to Euro denominated Advances, if a Term ESTR Transition Event and its related Benchmark Replacement Date, or (z) with respect to Japanese Yen denominated Advances, if a Term TONA Transition Event and its related Benchmark Replacement Date, as applicable, 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 pur- poses hereunder or under any Loan Document in respect of such Benchmark setting and subse- quent 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, a Term ESTR Notice or a Term TONA Notice, as applicable. 70 (i) Notwithstanding anything to the contrary herein or in any other Loan Doc- ument, at any time (including in connection with the implementation of a Benchmark Replace- ment), (i) if the then-current Benchmark is a term rate (including the Relevant Rate of the applica- ble Term SOFRBenchmark Advance, Term ESTR, or Term TONA, LIBO Rate, EURIBOR Rate or TIBOR 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 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 Bench- mark 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 Una- vailability 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, either (x) such Borrower will be deemed to have converted any request for a Eurocurrency RateTerm Benchmark Advance denominated in Dollars into a request for a conversion to Base Rate Advances or (y) for any Eurocurrency Rate- Term Benchmark Advance denominated in an Alternative Currency, at the option of such Bor- rower, (1) such Borrower shall have consented to the maintenance of such Advance at a rate for short term borrowings of the applicable Alternative Currency determined in a customary manner in good faith by the Administrative Agent, (2) solely for the purpose of calculating the interest rate applicable to such Advance, such Advance shall be deemed to be a Eurocurrency RateTerm Bench- mark Advance denominated in Dollars, if available, and such Alternative Currency denominated Advance shall accrue interest at the same interest rate applicable to Eurocurrency RateTerm Benchmark Advances denominated in Dollars at such time, if available or (3) such Advance shall be ineffective 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, any RFR Borrowing denominated in an Alternative Currency shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Bench- mark 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 in any Agreed Currency is outstanding on the date of any Borrower’s receipt of notice of the com- mencement of a Benchmark Unavailability Period with respect to such Eurocurrency RateTerm Benchmark Advance or RFR Advance, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 2.10, (A) for Advances denominated in Dollars, any Eurocurrency RateTerm Benchmark Advance shall on the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Busi- ness Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Advance denominated in Dollars and (B) for Advances denominated in an Alternative Currency, (1) any

71 Eurocurrency RateTerm Benchmark Advance shall, on the last day of the Interest Period applica- ble to such Advance (or the next succeeding Business Day if such day is not a Business Day), at the option of the applicable Borrower, be (i) prepaid, (ii) solely for the purpose of calculating the interest rate applicable to such Advance, deemed to be a Eurocurrency RateTerm Benchmark Ad- vance denominated in Dollars, if available, and such Eurocurrency RateTerm Benchmark Advance shall accrue interest at the same interest rate applicable to Eurocurrency RateTerm Benchmark Advances denominated in Dollars at such time, if available, or (iii) maintained at a rate for short term borrowings of the applicable Alternative Currency determined in a customary manner in good faith by the Administrative Agent as consented to by such Borrower and (2) (i) any RFR Advance in Dollars shall be converted into Base Rate Advances denominated in Dollars or (ii) any RFR Advance denominated in any Agreed Currency (other than Dollars) shall bear interest at the Cen- tral Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be de- termined, any outstanding affected RFR Advances denominated in any Alternative Currency, at the applicable Borrower’s election, shall either (i) be converted into Base Rate Advances denom- inated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) im- mediately or (ii) be prepaid in full immediately. (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 denominated in Dollars will, on the last day of the then existing Interest Period therefor, be Converted into a Base Rate Advance, (ii) each Eurocurrency RateTerm Benchmark Advance denominated in any Alternative Currency will, on the last day of the then existing Interest Period therefor, solely for the purpose of calculating the interest rate applicable to such Advances, be deemed to be a Base Rate Advance denominated in Dollars and shall accrue interest at the same interest rate applicable to Base Rate Advances and (iii) the obligation of the Lenders to make, or to Convert Dollar denominated 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 provi- sions of Sections 2.02(b)(ii), 2.10 and 2.14, Convert Advances denominated in Dollars 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 Euro- currency RateTerm Benchmark Advances, shall be subject to any amounts owing pursuant to Sec- tion 9.04(c), any Conversion of Base Rate Advances into Eurocurrency RateTerm Benchmark Ad- vances 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. 72 SECTION 2.12 Optional and Mandatory Prepayments of Advances. (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, (ii) given not later than 10:00 A.M. (Local 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 fourfive RFR Business Days prior to the date (which date shall be a Business Day) of such pro- posed 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 in- terest 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, (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) In the event and on such occasion that (i) the Dollar Equivalent of any Lender’s Revolving Credit Exposure exceeds such Lender’s Revolving Commitment, (ii) the Dol- lar Equivalent of the Aggregate Revolving Credit Exposure of all Lenders exceeds the aggregate Revolving Commitment of all Lenders available at such time for extensions of credit, (iii) the Dollar Equivalent of the Aggregate Revolving Credit Exposure denominated in Alternative Cur- rencies exceeds the Alternative Currency Sublimit, (iv) the Dollar Equivalent of the Swingline Exposure of a Swingline Lender exceeds such Swingline Lender’s Revolving Commitment or Swingline Commitment or (v) the Dollar Equivalent of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank exceeds such Issuing Bank’s LC Commitment, each Borrower shall, not later than one Business Day after written notice from the Administrative Agent of such circumstances (which notice shall include a reasonably detailed calculation of such excess), prepay the Borrowings made by it (or as applicable with respect to Letters of Credit, cash collateralize such Letters of Credit) in an aggregate amount and in such currencies, as applicable, necessary to eliminate the proportionate share of such excess attributable to the Borrowings made by such Bor- rower. (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) 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

73 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 au- thority (whether or not having the force of law), in each case after the date hereof (or with respect to any Lender or Issuing Bank (or the Administrative Agent), if later, the date on which such Lender or Issuing Bank (or the Administrative Agent) becomes a Lender or Issuing Bank (or the Administrative Agent), as applicable), there shall be any increase in the cost to any Lender, Issuing Bank or the Administrative Agent of agreeing to make or making, funding or maintaining Ad- vances or any Letter of Credit or participation therein (excluding for purposes of this Section 2.13 any such increased costs resulting from (i) Taxes as to which such Lender or Issuing Bank is in- demnified 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, Issuing Bank 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 Issuing Bank (or for its own account, if applicable) additional amounts sufficient to compensate such Lender, Issuing Bank or the Ad- ministrative Agent for such increased cost. A certificate describing such increased costs in rea- sonable detail delivered to the Reporting Entity shall be conclusive and binding for all purposes, absent demonstrable error. (b) If any Lender or Issuing Bank reasonably determines that compliance with any law or regulation or any directive, guideline or request from any central bank or other govern- mental authority including, without limitation, any agency of the European Union or similar mon- etary 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 or Issuing Bank, if later, the date on which such Lender or Issuing Bank becomes a Lender or Issuing Bank, as applicable), affects or would affect the amount of capital, insurance or liquidity required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and that the amount of such capital, insurance or liquidity is increased by or based upon the existence of such Lender or Issuing Bank’s commitment to lend or issue any Letter of Credit (or any participa- tions therein) hereunder and other commitments of this type, the applicable Borrower shall, from time to time upon demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corpora- tion in the light of such circumstances, to the extent that such Lender or Issuing Bank reasonably determines such increase in capital, insurance or liquidity to be allocable to the existence of such Lender’s Advances, commitment to lend or Letter of Credit (or participation therein) hereunder. A certificate as to such amounts submitted to such Borrower and the Administrative Agent by such Lender or Issuing Bank 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 Interna- tional 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 or Issuing Bank, if later, the date on which such Lender or Issuing Bank becomes a Lender or Issuing 74 Bank); provided that no Lender or Issuing Bank shall demand compensation pursuant to this Sec- tion 2.13(c) unless such Lender or Issuing Bank is making corresponding demands on similarly situated borrowers in comparable credit facilities to which such Lender or Issuing Bank is a party. SECTION 2.14 Illegality. Notwithstanding any other provision of this Agreement, (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, 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 Eurocur- rency 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 obliga- tion of such Lender to make Eurocurrency RateTerm Benchmark Advances or to Convert Ad- vances into Eurocurrency RateTerm Benchmark Advances shall be suspended until the Adminis- trative Agent shall notify the Borrowers and such Lender that the circumstances causing such sus- pension 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 noti- fication, Convert into a Base Rate Advance and (ii) the obligation of each Lender to make Euro- currency RateTerm Benchmark Advances or to Convert Advances into Eurocurrency RateTerm Benchmark Advances shall be suspended until the Administrative Agent shall notify the Borrow- ers and each Lender that the circumstances causing such suspension no longer exist. Notwith- standing any other provision of this Agreement, if any of the circumstances set forth in clauses (a) or (b) above arise with respect to Advances denominated in an Alternative Currency, such Alter- native Currency denominated Advances shall be made or maintained, as applicable, at a rate for short term borrowings of such Alternative Currency determined in a customary manner in good faith by the Administrative Agent. SECTION 2.15 Payments and Computations. (a) Each Borrower shall make each payment required to be made by it under this Agreement not later than 3:00 P.M. (Local Time) on the day when due in Dollars (or (i) with respect to principal, LC Disbursements, interest or breakage indemnity due in respect of Advances or Letters of Credit denominated in an Alterna- tive Currency, in such Alternative Currency and (ii) with respect to other payments required to be made by it pursuant to Section 2.13 or 9.04 that are invoiced in a currency other than Dollars, shall be payable in the currency so invoiced) to the Administrative Agent at the Administrative Agent’s Office in same day funds, except that payments to be made directly to an Issuing Bank or Swin- gline Lender as provided herein shall be made to such Issuing Bank or Swingline Lender. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.13, 2.14, 2.16, 2.17, 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

75 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 with- out 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” or with respect to any Advances denominated in Sterling, Canadian Dollars and Australian Dollars shall be made by the Administrative Agent on the basis of a year of 365 days or, other than with respect to Canadian Dollars and Australian Dollars, 366 days, as the case may be, and all other computations of interest based on the Base Rate, Eurocurrencythe Relevant Rate (other than with respect to any Advances denominated in Canadian Dollars or, Aus- tralian Dollars, Sterling or Swiss Francs), RFR (other than with respect to any Advances denomi- nated in Sterling), or the Federal Funds Rate or NYFRB Rate, and of facility fees 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 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 com- mitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency RateTerm Benchmark Advances1 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 Bor- rower 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 distrib- uted 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 Funds Rate, or in the case of amounts in an Alternative Currency, at a rate for short term borrowings of such Alternative Currency determined in a customary manner in good faith by the Administrative Agent.applicable Overnight Rate. 1 NTD: RFR Advances would be governed by the general rule on payment dates at the beginning of this sentence. 76 (f) If at any time insufficient funds are received by and available to the Admin- istrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, 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) 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 jurisdic- tion (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 exe- cuted, 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 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 Applica- ble 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 ex- cluded 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 ap- plicable 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 applica- ble law to deduct any Taxes (other than (i) Taxes required to be deducted by way of a Tax Deduc- tion 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 pay- able 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 Sec- tion 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 re- spect to, any Loan Document, except to the extent such Taxes are Other Connection Taxes imposed

77 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 King- dom 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 in- creased 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 Sec- tion 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 Au- thority. 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 amount of such payment or liability delivered to the Reporting Entity by a Lender (with a copy to the Administra- tive 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 con- nection 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 de- monstrable 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 origi- nal 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): 78 (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 Adminis- trative 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 with- holding, 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 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 with- holding 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,

79 (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 Inter- nal 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 sub- stantially 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 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 doc- umentation 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 Bor- rower 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. 80 (iv) A payment shall not be increased under paragraph (iii) above by rea- son 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 (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 obliga- tions under Section 2.16(fg)(vii) or (viii); 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 Bor- rower 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 De- duction 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

81 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. (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 pursu- ant 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 ju- risdiction 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 Bor- rower 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 authoriza- tion to make that payment without a Tax Deduction. (ix) If a Lender has not confirmed its scheme reference number and ju- risdiction 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. 82 (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 rele- vant Lender. (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 Adminis- trative Agent which category applies (and the Administrative Agent, upon receipt of such notifi- cation, 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 Bor- rower 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 rea- son of a Tax Deduction on account of Tax imposed by the Revenue Commissioner of Ireland, if

83 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 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 De- duction 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 reason- ably 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 formal- ities 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 Quali- fying 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 Ac- ceptance 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. 84 (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 Doc- ument 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 un- derstood that the documentation required under Section 2.16(f) shall be delivered to the participat- ing 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 partici- pant (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 resigna- tion 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, 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 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

85 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 provi- sions 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 assign- ment of or sale of a participation in any of its Advances to any assignee or participant permitted hereunder. SECTION 2.18 Use of Proceeds and Letters of Credit. The proceeds of the Commitments shall be available, and each applicable Borrower agrees that such proceeds shall be applied, to refinance the Existing Revolving Credit Agreement, at the option of the Reporting En- tity to finance the Acquisition and the other Transactions, and for other general corporate purposes and working capital needs, which may include refinancing outstanding indebtedness. SECTION 2.19 Evidence of Debt. (a) The Register maintained by the Ad- ministrative Agent pursuant to Section 9.07(g) shall include (i) the date, currency and amount of each Borrowing made hereunder by each Borrower, the Type of Advances comprising such Bor- rowing 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, other than interest on Swingline Advances as agreed with a Swingline Lender, 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 prin- cipal 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 Bor- rower 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 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 dur- ing such period pursuant to Section 2.06(a) 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); 86 (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 Commit- ment and the outstanding Advances of such Lender hereunder will not be taken into ac- count in determining whether the Required Lenders or all or all affected Lenders, as re- quired, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such pe- riod); provided that any such amendment or waiver that would increase or extend the Com- mitment 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 re- quire 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) if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then: (i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than, in the case of a Defaulting Lender that is a Swingline Lender, the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Adjusted Percentages but only to the extent (x) the Dollar Equivalent of the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus the Dollar Equivalent of such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all Non-Defaulting Lenders’ Revolving Commitments and (y) no Non-Defaulting Lender’s Revolving Credit Exposures (on a Dollar Equivalent basis) plus such Non-Defaulting Lender’s Applicable Adjusted Percentage of the Dollar Equivalent of such Defaulting Lender’s Swingline Exposure and LC Exposure exceeds such Non-De- faulting Lender’s Revolving Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within two Business Days following notice by the Administrative Agent (x) first, prepay the proportionate share of such Swin- gline Exposure attributable to the Swingline Advances made to such Borrower (after giving effect to any partial reallocation pursuant to clause (i) above) and (y) second, cash collat- eralize for the benefit of the Issuing Bank only such Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) for so long as such LC Exposure is outstanding; (iii) if any Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, such Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.06(c) with respect to such

87 Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Expo- sure is cash collateralized; (iv) if the LC Exposure of the Non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.06(c) shall be adjusted in accordance with such Non-Defaulting Lenders’ Applicable Adjusted Percentages; (v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.06(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and (vi) so long as such Lender is a Defaulting Lender, the Swingline Lend- ers shall not be required to fund any Swingline Advance and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless they are satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the Non-Defaulting Lenders and/or cash collateral will be provided by the applicable Borrower in accordance with Section 2.04(j), and par- ticipating interests in any newly made Swingline Advance or any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Sections 2.03(c) and 2.04(d), respectively (and such Defaulting Lender shall not par- ticipate therein). (c) If the Borrowers and the Administrative Agent agree in writing in their dis- cretion 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 con- ditions 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 Adminis- trative Agent hereunder; second, pro rata, to the payment of amounts owing by such Defaulting Lender to the Issuing Bank or Swingline Lender hereunder, third, to the funding of any Advance or the funding or cash collateralization of any participating interest in any Swingline Advance or Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fourth, as the Reporting Entity may request, to be held in a deposit account and released pro rata in order to 88 satisfy such Defaulting Lender’s potential future funding obligations under this Agreement; fifth, 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; sixth, 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 seventh, to such Defaulting Lender or as oth- erwise 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 De- faulting 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) Each Lender shall promptly notify the ap- plicable 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 occur- rence 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) above 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 desig- nation 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 con- trary: (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, 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).

89 (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 au- thority 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 enti- tled 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 equiv- alent 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 in- formation as is reasonably requested in connection with such Lender Party’s VAT reporting re- quirements in relation to such supply. SECTION 2.23 Increases in Revolving Commitments. Subject to the condi- tions set forth below, the Reporting Entity may, upon at least 5 Business Days (or such other period of time agreed to between the Administrative Agent and the Borrowers) prior written notice to the Administrative Agent, from time to time request an increase in the existing Revolving Commit- ments (a “Revolving Commitment Increase”); provided that: (i) no Default shall have occurred and be continuing hereunder as of the effective date of such Revolving Commitment Increase; 90 (ii) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (except that any repre- sentation 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 such date, except to the extent 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 as of such earlier date; (iii) the Dollar Equivalent of all such Revolving Commitment Increases shall not exceed $625,000,000 in aggregate and each such increase shall be in a minimum amount of $10,000,000; (iv) the applicable Borrower, the applicable Lender or lender not there- tofore a Lender providing such Revolving Commitment Increase and the Administrative Agent, shall execute and deliver to the Administrative Agent, customary joinder or other amendment documentation, in form and substance reasonably satisfactory to the Adminis- trative Agent; such documentation may amend this Agreement and the other Loan Docu- ments without the consent of any Lenders to reflect any technical changes necessary to give effect to such Revolving Commitment Increase in accordance with the terms hereof; (v) no existing Lender shall be obligated in any way to make any Re- volving Commitment Increase available unless it has executed and delivered a joinder or other amendment documentation as set forth in clause (iv) above; (vi) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request; (vii) [Reserved]; (viii) the advances made under any Revolving Commitment Increase shall constitute “Advances” for all purposes of the Loan Documents; (ix) such Revolving Commitment Increase is on the same terms and con- ditions as those set forth in this Agreement with respect to the Revolving Commitments, except to the extent reasonably satisfactory to the Administrative Agent; and (x) a new lender that is not a Lender shall be subject to the same con- sents that would apply to an assignment of an applicable Commitment or Advance to such new Lender. ARTICLE III CONDITIONS TO CLOSING AND LENDING SECTION 3.01 Conditions Precedent to Closing Date. This Agreement shall become effective and the Commitments shall be available on and as of the first date on which only

91 the following conditions precedent have been satisfied (with the Administrative Agent acting rea- sonably in assessing whether the conditions precedent have been satisfied) (or waived in accord- ance 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 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. (c) The Administrative Agent (or its counsel) shall have received on or before the Closing Date: (i) Certified copies of the resolutions (or extracts thereof) or similar authoriz- ing 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 Closing 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 pro- vided by STERIS Irish FinCo, STERIS plc or any other Borrower that is an entity orga- nized under the laws of England and Wales or under the laws of Ireland); (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, in the case of STERIS plc, to the satisfaction of the conditions set forth in Section 3.01(d); (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 Admin- istrative Agent, in each case in form and substance reasonably acceptable to the Adminis- trative Agent (and covering STERIS plc, STERIS Corporation and each other Borrower); and (v) A customary solvency certificate in form and substance reasonably accepta- ble to the Administrative Agent signed by the chief financial officer of STERIS plc con- firming that as of the Closing Date (a) the fair value of the assets of the Reporting Entity 92 and its Subsidiaries on a consolidated basis will exceed its debts and liabilities, subordi- nated, contingent or otherwise, (b) the present fair saleable value of the assets of the Re- porting 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, subordi- nated, contingent or otherwise, as such debts and other liabilities become absolute and ma- tured, (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 lia- bilities 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 Closing Date. (d) The representations and warranties of the Loan Parties set forth in the Loan Documents 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. (e) (i) The Administrative Agent shall have received, on or prior to the Closing Date, so long as requested no less than ten Business Days prior to the Closing Date, all documen- tation and other information required by regulatory authorities under applicable “know your cus- tomer” and anti-money laundering rules and regulations, including the Patriot Act, in each case relating to STERIS plc, STERIS Corporation and each other 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 Closing Date, a certification regarding beneficial ownership or control as required by the Ben- eficial Ownership Regulation (a “Beneficial Ownership Certification”) in relation to such Bor- rower, shall have received at least three Business Days prior to the Closing 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 Closing Date specify- ing 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). (f) The Joint Lead Arrangers shall have received the Required Financial State- ments; provided that 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 Subsidi- aries on Form 10-Q, in each case, will satisfy the requirements of this clause (f) with respect to clauses (a) or (b), as applicable, of the definition of Required Financial Statements. The Joint Lead Arrangers hereby acknowledge receipt of each of the financial statements for STERIS plc for the fiscal years ended March 31, 2019 and 2020 and the fiscal quarters ended June 30, 2020 and Sep- tember 30, 2020.

93 (g) Prior to or substantially contemporaneously with the availability of the Commitments on the Closing Date, the Existing Revolving Credit Agreement shall be terminated with all principal, interest and accrued and unpaid invoiced fees and expenses thereunder then outstanding being repaid in full. (h) No Default or Event of Default shall have occurred and be continuing on and as of the Closing Date, immediately after the consummation of the transactions to occur on the Closing Date, the making of each Advance to be made on the Closing Date (if any) and the application of the proceeds of such Advances (if any). SECTION 3.02 Conditions Precedent to Revolving Advances and Letters of Credit after the Closing Date. The obligation of each Lender to make any extension of credit hereunder after the Closing Date, is subject to the satisfaction (with the Administrative Agent act- ing reasonably in assessing whether the conditions precedent have been satisfied) (or waiver in accordance with Section 9.01) of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents 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 such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such repre- sentations 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. (b) No Default has occurred and is continuing. (c) With respect to an Advance, the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01 Representations and Warranties. Each Borrower represents and warrants on the Closing Date and the date of each extension of credit hereunder, as follows: (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 organi- zation 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 Agree- ment and the other Loan Documents to which it is a party, and the consummation of the transac- tions contemplated hereby and thereby, (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 94 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 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, in- solvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and gen- eral 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 the definition of Required Fi- nancial 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 unau- dited 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 Sched- ule 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. (g) Following application of the proceeds of each Advance and/or Letter of Credit, 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 accord- ance 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.

95 (i) No ERISA Event has occurred or is reasonably expected to occur with re- spect 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 Closing 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 ex- pected 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 ex- cept 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 individu- ally 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 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, indi- vidually 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 sur- face 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 ex- pected 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 96 that, either individually or in the aggregate, would reasonably be expected to have a Material Ad- verse 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 re- sponsible 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 or Issuance of any Letter of Credit 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 Ex- change Commission thereunder. (p) The Advances, obligations in respect of Letters of Credit and all related ob- ligations 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 and Letters of Credit will be used in accord- ance 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 Sanc- tions 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 Closing 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.

97 (s) No member of the Consolidated Group is in violation, in any material re- spects, of any applicable law, relating to anti-corruption (including the FCPA and the United King- dom 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 Se- curity 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 King- dom Bribery Act of 2010. (t) [Reserved]. (u) [Reserved]. (v) [Reserved]. (w) Both on and immediately after the consummation of the transactions to oc- cur on the Closing Date, including the making of each Advance or issuance of each Letter of Credit to be made on the Closing Date and the application of the proceeds of such Advances or Letters of Credit, (a) the fair value of the assets of the Reporting Entity and its Subsidiaries on a consoli- dated basis will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the pre- sent 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 be- come 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 Closing Date. (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. So long as any Advance shall re- main unpaid, any Letter of Credit shall remain valid and outstanding (other than as cash collateral- ized pursuant to the terms hereof) or any Lender shall have any Commitment hereunder, the Re- porting Entity will: 98 (a) Compliance with Laws, Etc. Comply, and cause each member of the Con- solidated 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 dis- charged, 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 aggre- gate, would not reasonably be expected to have a Material Adverse Effect. (c) Maintenance of Insurance. Maintain, and cause each member of the Con- solidated 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 consum- mate 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 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 ab- stracts 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 mem- bers 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 trans- actions 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 work- ing 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 Bor- rowers may be necessary so that the business carried on in connection therewith may be properly

99 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 Delayed Draw Term Loan 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 E or any other form agreed by the Administrative Agent, within 60 days thereof (or such later date as the Administrative Agent may agree in its discretion). (x) Upon the occurrence of a Guaranty Trigger Event, cause, within 60 days of the Guaranty Trigger 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 E 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”). (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 corpo- ration 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 Ire- land or England and Wales that is or becomes a direct or indirect parent of STERIS Cor- poration 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 E or any other form agreed by the Administrative Agent within 60 days of the consummation of such Material Acquisition (or such later date as the Administrative Agent may agree in its discretion). (i) Transactions with Affiliates. Conduct, and cause each member of the Con- solidated Group to conduct, all material transactions otherwise permitted under this Agreement 100 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, se- curities or other property) with respect to any Equity Interests in a member of the Consol- idated 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, acqui- sition, 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; (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 Ad- ministrative 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 Con- troller 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);

101 (ii) within 90 days after the end of each fiscal year of the Reporting En- tity, 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 re- ferred to in subclauses (j)(i) and (j)(ii) of this Section 5.01, a certificate of the Chief Finan- cial 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 cal- culations necessary to demonstrate compliance with Section 5.03; (iv) as soon as possible and in any event within five days after any Re- sponsible Officer shall have obtained knowledge of the occurrence of each Default contin- uing 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; (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 com- mencement 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) [Reserved]. (l) OFAC and FCPA. The Loan Parties shall ensure and shall cause each mem- ber of the Consolidated Group and their respective officers and directors (in their capacity as of- ficers 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 activ- ities 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 102 Agents, Lenders, the Reporting Entity or any member of the Consolidated Group or (iii) in fur- therance 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 quar- terly 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. In- formation required to be furnished pursuant to this Section 5.01 may also be furnished by elec- tronic communications pursuant to procedures approved by the Administrative Agent. The Bor- rowers hereby acknowledge that the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Bor- rowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on In- traLinks or another similar secure electronic system (the “Platform”). SECTION 5.02 Negative Covenants. So long as any Advance shall remain unpaid, any Letter of Credit shall remain valid and outstanding (other than as cash collateralized pursuant to the terms hereof) or any Lender shall have any Commitment hereunder, 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 prop- erty 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 estab- lished 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 mate- rially 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 legisla- tion, other than any Lien imposed by ERISA; (iv) pledges or deposits to secure the performance of bids, trade con- tracts 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 mem- ber of the Consolidated Group; (vi) (A) purchase money Liens on fixed or capital assets or for the de- ferred 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

103 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 irregulari- ties 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 Closing Date and, to the extent securing obli- gations in excess of $25,000,000, set forth on Schedule 5.02(a) hereto; (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 Subsid- iaries 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 Closing 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 acqui- sition); (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 se- cured 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, exten- sions, 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, 104 renewal or replacement (or successive renewals or replacements) shall utilize basket ca- pacity 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 (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 Per- son (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 agree- ment 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, consolida- tion, 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

105 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 mer- ger 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 there- from. (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 Closing 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 busi- ness or business activities incidental or related to such business as carried on as of the Closing 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 Closing 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 Closing 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 fi- nance 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 106 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, replace- ments 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; (v) Debt under or related to Hedge Agreements entered into for non- speculative purposes; (vi) letters of credit, bank guarantees, warehouse receipts or similar in- struments 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 Receiva- bles 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 ex- penses incurred in connection with the extension, renewal, refinancing, refunding, replace- ment or restructuring of such Debt); (ix) Debt owed to any officers or employees of any member of the Con- solidated 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 comple- tion 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;

107 (xiii) Debt in connection with overdue accounts payable, which are being contested in good faith and for which adequate reserves have been established in accord- ance with GAAP; (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 ar- rangements, employees’ credit or purchase cards, overdraft protections and similar ar- rangements in each case incurred in the ordinary course of business; and (xvi) (i) Debt of any Person which becomes a Subsidiary after the Closing Date or is merged with or into or consolidated or amalgamated with any member of the Consolidated Group after the Closing 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) immedi- ately 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, refund- ing, 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, dam- aged, 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 suita- bility and value; (ii) Dispositions of cash and Cash Equivalents; (iii) Dispositions of accounts receivable (i) in connection with the com- promise or collection thereof, (ii) deemed doubtful or uncollectible in the reasonable dis- cretion 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 108 with the compromise or collection thereof and not in connection with any financing trans- action or (v) in connection with a Permitted Receivables Facility; (iv) any other Disposition (not otherwise permitted under this Agree- ment) 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 Con- solidated 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 indi- vidually or in the aggregate exceed $10,000,000; (ix) Dispositions constituting terminations or expirations of leases, li- censes 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. 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: (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 end- ing 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. ARTICLE VI EVENTS OF DEFAULT SECTION 6.01 Events of Default. 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 Ad- vance when the same becomes due and payable; (ii) to pay any reimbursement obligation in respect

109 of any LC Disbursement within three Business Days after the same becomes due and payable; or (iii) 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 agree- ment 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 unrem- edied 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 Administra- tive 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 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, re- deem, 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 reor- ganization 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 proceed- ing shall remain undismissed or unstayed for a period of 60 days; or the Loan Party or any Signif- icant Subsidiary shall take any corporate action to authorize any of the actions set forth above in this Section 6.01(e); or 110 (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 cov- ered 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 Commis- sion 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 Report- ing 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 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 Re- porting Entity or any ERISA Affiliate from a Multiemployer Plan; or (iii) the insolvency or termi- nation 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 accord- ance 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 and issue Letters of Credit 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, pro- test 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 Com- mitment 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,

111 demand, protest or any notice of any kind, all of which are hereby expressly waived by the Bor- rowers. ARTICLE VII THE AGENTS SECTION 7.01 Authorization and Action. Each of the Lenders and Issuing Banks hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Admin- istrative 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 Ad- ministrative 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 Ad- ministrative Agent, the Lenders and the Issuing Banks 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 and Issuing Bank, as applicable, as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”, or “Issuing Bank” or “Issuing Banks”, as applicable, shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its indi- vidual 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 dis- cretionary 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 112 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 prop- erty 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 Docu- ments, 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 docu- ment delivered hereunder or thereunder or in connection herewith or therewith, (iii) the perfor- mance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article 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 re- strictions 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 elec- tronic message, internet or intranet website posting or other distribution) believed by it to be gen- uine 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

113 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 satis- factory 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 per- form any and all of its duties and exercise its rights and powers hereunder or any other Loan Doc- ument 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 nonap- pealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. SECTION 7.06 Resignation of Administrative Agent. (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 unreason- ably 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 ap- pointed 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 pur- suant 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. 114 (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 Ad- ministrative 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 in- demnity 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 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 com- mercial 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 com- mercial loans or to provide such other facilities. Each Lender also acknowledges that it will, in- dependently 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 fur- nished hereunder or thereunder. (b) (i) Each Lender hereby agrees that (x) if the Administrative Agent noti- fies 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 pay- ment, prepayment or repayment of principal, interest, fees or otherwise; individually and collec- tively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such

115 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 Adminis- trative 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 (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 in- terbank 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, dis- charge 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 obliga- tions by, or the replacement of, a Lender, the termination of the Commitments or the re- payment, 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 116 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, the Letters of Credit or the Commitments; (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 in- volving 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, the Letters of Credit, the Commitments and this Agree- ment, and the conditions for exemptive relief thereunder are and will continue to be satis- fied 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 Qual- ified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Advances, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Advances, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I or PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Letters of Credit, the Commit- ments 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 fur- ther (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

117 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 Adminis- trative 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 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 inter- est accruing during the pendency of any bankruptcy, insolvency, receivership or similar proceed- ing, 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, Issuing Banks and the Administrative Agent (collectively, the “Lender Parties”) arising under this Agreement or any other Loan Document, including all renewals, extensions and modi- fications 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 relat- ing 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 here- after 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 termi- nated. 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 de- fault, demand for payment and any other notices to which the Guarantor might otherwise be enti- tled other than any notice required hereunder. SECTION 8.04 Subrogation. No Guarantor shall exercise any right of sub- rogation, 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 Obli- gations (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 118 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 Guar- anteed 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 Agree- ment or any agreement or other instrument relating thereto; (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 tak- ing, 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 exist- ence of a Borrower or other member of the Consolidated Group; (f) any failure of the Administrative Agent or any Lender to disclose to a Guar- antor any information relating to the business, condition (financial or otherwise), operations, per- formance, 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 limita- tions) 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.

119 SECTION 8.06 Exhaustion of Other Remedies Not Required. The obliga- tions 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 Bor- rower, 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 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, the Reporting Entity and any Designated Bor- rower) 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 Delayed Draw Term Loan 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, the Reporting Entity and any Designated Borrower) 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, the Reporting Entity and any Designated Borrower) shall automatically without de- livery 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 Report- 120 ing Entity shall notify the Administrative Agent in writing and such entity shall remain a Guaran- tor, 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 Adminis- trative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all docu- ments 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. SECTION 8.09 Guaranty Limitations. Anything herein to the contrary not- withstanding, 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 Uni- form 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 as- sistance 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 Guar- antor 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, how- ever, that no amendment, waiver or consent shall, unless in writing, do any of the following: (i) waive any of the conditions specified in Sections 3.01 or 3.02 unless signed by each Lender directly and adversely affected thereby; (ii) increase or extend the Commitments, Swingline Commitments or LC Commitments of any Lender or Issuing Bank or modify the currency in which a Lender or Issuing Bank is required to make extensions of credit under this Agreement, unless signed by such Lender or Issuing Bank; (iii) reduce the principal of, or stated rate of interest on, the Advances or any LC Disbursement, the stated rate at which any fees hereunder are calculated, or any other amounts payable hereunder, unless signed by each Lender directly and adversely af- fected thereby; provided that only the consent of the Required Lenders shall be necessary

121 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 un- paid principal amount of the Advances and LC Disbursements, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action here- under, unless signed by all Lenders; (vi) amend this Section 9.01, unless signed by all Lenders; (vii) release all or substantially all of the Guarantors from the Guaranty (except as contemplated by Section 8.08) unless signed by all Lenders; or (viii) amend or modify the rights or duties of any Swingline Lender or any Issuing Bank, unless signed by such Swingline Lender or Issuing Bank; 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 requir- ing 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 Lend- ers 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 Admin- istrative 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 Ac- ceptance and to become a Lender for all purposes under this Agreement and to assume all obliga- tions 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 princi- pal, 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. 122 SECTION 9.02 Notices, Etc. (a) All notices and other communications pro- vided for hereunder shall be in writing (including telecopier) and mailed (including email as per- mitted 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 tele- copied, 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 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 Bor- rowers, any other Loan Party and the Lenders hereunder may be delivered or furnished by elec- tronic 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 Ad- ministrative Agent or any Borrower may, in its discretion, agree to accept notices and other com- munications 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 re- ceived 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

123 AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collec- tively, 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 other- wise) arising out of a Borrower’s or the Administrative Agent’s transmission of Borrower Materi- als through the Platform, except to the extent that such losses, claims, damages, liabilities or ex- penses 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 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) spec- ifying 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 Ad- ministrative Agent has on record (i) an effective address, contact name, telephone number, tele- copier 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 re- spect 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 be- tween the notice provided by telephone and any subsequent writing in confirmation thereof pro- vided 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 ac- cordance with the terms of this Agreement. (f) With respect to notices and other communications hereunder from a Bor- rower 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, Issuing Bank or the Administrative Agent to exercise, and no delay in exercising, any right here- under 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) 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 124 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, Issuing Banks and the Lenders, if any, in connection with the enforcement (whether through negotiations, legal pro- ceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, in- cluding, without limitation, reasonable and documented fees and expenses of a single primary counsel and an additional single local counsel in any local jurisdictions for the Agents, Issuing Banks 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 coun- sel, 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, Issuing Bank 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, penal- ties, 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 di- rectors, 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 attributa- ble 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 Bor- rowers or any of their shareholders or creditors for or in connection with this Agreement or any of

125 the transactions contemplated hereby or the actual or proposed use of the proceeds of the Ad- vances, 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 special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, busi- ness 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) With respect to Advances that are not RFRTerm 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 Agree- ment 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.; provided that no compensation pursuant to this Section 9.04(c) shall be required with respect to the repayment of any principal of any Term Benchmark Advance on the date that is one week (or if such date is not a Business Day, the next succeeding Business Day) after the Borrowing of 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 Sec- tion 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 ex- penses 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 Ad- 126 vance; provided that no compensation pursuant to this Section 9.04(d) shall be required with re- spect to the repayment of any principal of any RFR Advance on the date that is one week (or if such date is not a Business Day, the next succeeding Business Day) after the Borrowing of 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. (e) 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 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereun- der. SECTION 9.05 Right of Setoff. Upon (a) the occurrence and during the con- tinuance 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 Issuing Bank 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, pro- visional or final) at any time held and other indebtedness at any time owing by such Lender, Issuing Bank 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 and Issuing Bank agrees promptly to notify such Borrower after any such setoff and application is made by such Lender or Issuing Bank; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender, each Issuing Bank 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, Issuing Bank and their Affiliates may have. SECTION 9.06 Binding Effect. This Agreement became effective on the Closing Date and, thereafter, has been and shall continue to be binding upon and inure to the ben- efit of, and be enforceable by, the Loan Parties, the Administrative Agent, the Issuing Banks 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, (y) the Administrative Agent, which consent shall not be unreasonably withheld or delayed and (z) the Swingline Lenders and the Issuing Banks, 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 and 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, (B) the consent of the Borrowers shall be deemed given if the Borrow- ers shall not have objected within 10 Business Days following receipt of written notice of such

127 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 Bor- rowers with respect to assignments by any Lender to its Affiliate or to another Lender; provided that in each such case prior notice thereof shall have been given to the Borrowers and the Admin- istrative Agent. (b) Upon demand by the Borrowers (with a copy of such demand to the Ad- ministrative Agent) (w) any Defaulting Lender, (x) any Lender that has made a demand for pay- ment 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 Bor- rowers all of its rights and obligations under this Agreement (including, without limitation, all of its Commitment and the Advances owing to it). (c) In each such case, (A) each such assignment shall be of a constant, and not a vary- ing, percentage of all rights and obligations under this Agreement; (B) except in the case of an assignment to a Person that, imme- diately 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 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 128 amounts accrued to such Lender under this Agreement (including, without limitation, any amounts owing under Section 2.13, 2.16, 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 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 re- cording 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 Admin- istrative 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 hereun- der 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 con- tinue 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 as- sumes no responsibility with respect to the financial condition of the Borrowers or the per- formance or observance by the Borrowers of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto;

129 (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 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 in- formation 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 Commitment 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 Agree- ment (including, without limitation, all or a portion of its Commitment and the Advances owing to it) without the consent of the Administrative Agent, Swingline Lender, Issuing Banks or the Borrowers; provided, however, that: (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment) shall remain unchanged; 130 (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 ob- ligations 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 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 ob- ligations 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 commit- ments, 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 demon- strable 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 pro- posed assignment or participation pursuant to this Section 9.07, disclose to the assignee or partic- ipant 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 confidenti- ality 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). (j) Notwithstanding any other provision set forth in this Agreement, any Lender or Issuing Bank may at any time create a security interest in all or any portion of its rights

131 under this Agreement (including, without limitation and the Advances owing to it) to secure obli- gations of such Lender or Issuing Bank, 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 re- sponsible 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 in- quire 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, the Issu- ing Banks 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, ad- visors 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 Na- tional 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, such Issuing Bank 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 pro- ceeding 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, adminis- trators, 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 Borrow- ers 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 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. 132 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 Admin- istrative Agent, any Issuing Bank 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. SECTION 9.11 Execution in Counterparts. This Agreement may be exe- cuted 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, ap- proval, 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, restruc- turing, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrowers and the other Loan Parties, Electronic Signatures transmit- ted 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 Docu- ment 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 im- aged 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 en- forceability 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

133 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 repro- duces an image of an actual executed signature page, including any losses, claims (including in- traparty 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) 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 enforce- ment 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 should it subsequently have its principal place of business in The City of New York, at such prin- cipal 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 re- quested by the Administrative Agent or any Lenders in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act. 134 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 rele- vant 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 ir- revocably 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. 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 rel- evant 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 notwith- standing 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 Designated Borrowers. (a) The Reporting Entity may des- ignate a New PubCo or any wholly-owned Subsidiary of the Reporting Entity as a Borrower under any Revolving Commitments (a “Designated Borrower”); provided that the Administrative Agent shall be reasonably satisfied that, with respect to any such New PubCo or Subsidiary organized under the laws of any jurisdiction other than the United States, any State thereof or the District of

135 Columbia or a jurisdiction of organization of any existing Borrower, the applicable Lenders to such Designated Borrower may make loans and other extensions of credit to such Subsidiary in such person’s jurisdiction of organization in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Taxes or other expense. Subject to the provisions of Section 9.17(b) below, such New PubCo or wholly-owned Subsidiary shall become a Designated Borrower and a party to this Agreement, and all references to the “Borrowers” shall also include such Des- ignated Borrower, as applicable. Upon the payment and performance in full of all of the indebt- edness, liabilities and obligations under the Revolving Commitment of any Designated Borrower, such Designated Borrower’s status as a “Designated Borrower” shall terminate upon notice by the Reporting Entity to the Administrative Agent. Thereafter, the Lenders shall be under no further obligation to make any Revolving Advances to such former Designated Borrower until such time, if ever, as it has been re-designated a Designated Borrower by the Reporting Entity. This Agree- ment may be amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Reporting Entity to effect the provisions of or be consistent with this Section 9.17. Notwithstanding any other provision of this Agreement to the contrary (including Section 9.01), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Reporting Entity’s consent, but without the consent of any other Lenders, and furnished to the other parties hereto. Each Designated Borrower shall guarantee the Guaranteed Obligations as a Guarantor hereunder. (b) Each Lender’s obligations to make any Revolving Advances to a Desig- nated Borrower are subject to the satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) or waiver by each Lender with a Revolving Commitment of the following conditions: (i) delivery by the Reporting Entity, the Designated Borrower and the Administrative Agent of an executed joinder agreement substantially in the form of Exhibit D hereto; (ii) the Administrative Agent (or its counsel) receiving organizational documents, resolutions and an incumbency certificate for or in respect of such Designated Bor- rower and, at the request of the Administrative Agent, a legal opinion from counsel to the Desig- nated Borrower in form and substance reasonably satisfactory to the Administrative Agent; pro- vided that this condition shall be deemed satisfied to the extent such documents were provided to the Administrative Agent in connection with such Designated Borrower becoming a Guarantor (and are applicable in the context of such Guarantor’s new role as a Borrower); (iii) delivery by the Designated Borrower of each note requested by any Lender having a Revolving Commitment; and (iv) the Administrative Agent receiving information with respect to the Designated Borrower required under applicable “know-your-customer” and anti-money launder- ing rules and regulations reasonably requested by any Lender having a Revolving Commitment. SECTION 9.18 Acknowledgement and Consent to Bail-In of Affected Fi- nancial 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 136 (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 applica- ble 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 applica- ble: (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 insti- tution that may be issued to the Acknowledging Party or otherwise conferred on the Acknowledg- ing Party, and that such shares or other instruments of ownership will be accepted by the Acknowl- edging 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 Credit 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 Guaran- tor 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 Credit Agreement] JPMORGAN CHASE BANK, N.A., as Administrative Agent, a Lender and an Issuing Bank By: Name: Title:

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

[Signature Page to Credit Agreement][], as a Lender By: Name: Title: [Signature Page to Credit Agreement] _______________, as a Lender By: Name: Title:

Summary report: Litera Compare for Word 11.2.0.54 Document comparison done on 5/3/2023 10:15:51 PM Style name: STB Option 1 Intelligent Table Comparison: Active Original DMS: iw://imanage.stbglobal.com/ACTIVE/49386772/1 Modified DMS: iw://imanage.stbglobal.com/ACTIVE/49386772/14 Changes: Add 283 Delete 274 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: 557 Exhibit B (Attached hereto)

1 EXHIBIT A FORM OF NOTICE OF BORROWING Date: ___________, _____ To: JPMorgan Chase Bank, N.A., as Administrative Agent JPMorgan Chase Bank, N.A. 131 S Dearborn St, Floor 04 Chicago, IL, 60603-5506 Attention: Loan and Agency Servicing Email: jpm.agency.cri@jpmorgan.com1 JPMorgan Chase Bank, N.A. 131 S Dearborn St, Floor 04 Chicago, IL, 60603-5506 Attention: Loan and Agency Servicing Email: jpm.agency.cri@jpmorgan.com2 Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 19, 2021 (as amended by Amendment No. 1, dated as of January 1, 2022, Amendment No. 2, dated as of May 3, 2023 and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among STERIS plc, STERIS Limited, STERIS Corporation, STERIS Irish FinCo Unlimited Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Guarantors and Lenders from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower executing this notice hereby requests a Borrowing in accordance with Section 2.02 of the Credit Agreement: 1. On (a Business Day). 2. By _______, the applicable Borrower. 3 3. Type of Borrowing (Base Rate Advance, Term Benchmark Advance or RFR Advance):______________ 1 To be used for Advances denominated in Dollars. 2 To be used for Advances denominated in an Alternative Currency. 3 Insert the identity of the applicable Borrower. 2 4. In the aggregate principal amount of _______4 5. Agreed currency: ________________________ 6. Initial Interest Period (if a Term Benchmark Advance): _ months.5 7. [Instructions for crediting the proceeds of the Borrowing have been provided to the Administrative Agent in writing;][The Borrower hereby designates the following account for the disbursement of the proceeds of the Borrowing, and the Administrative Agent is authorized to send such proceeds to the following account: ________________] 8. If conditioned on the occurrence of any event, description of such event: ____________________________________________________ [Signature Page Follows.] 4 Must comply with definition of Applicable Minimum Amount. 5 To be an Interest Period of one, three or, other than for Loans denominated in Canadian Dollars, six months (in each case, subject to availability), or such other period that is twelve months or less requested by the applicable Borrower and consented to by all the Lenders.

3 IN WITNESS WHEREOF, the undersigned has caused this Notice of Borrowing to be executed and delivered as of the date first above written. [STERIS plc][STERIS LIMITED][STERIS CORPORATION][STERIS IRISH FINCO UNLIMITED COMPANY][DESIGNATED BORROWER]6 By: Name: Title: 6 Insert the name of the applicable Borrower.