AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT AND INCREMENTAL ASSUMPTION AGREEMENT

Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED SYNDICATED FACILITY

AGREEMENT AND INCREMENTAL ASSUMPTION AGREEMENT

This AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT AND INCREMENTAL ASSUMPTION AGREEMENT, dated as of December 8, 2022 (this “Agreement”), is made by and among SEALED AIR CORPORATION, a Delaware corporation (the “Company”), for and on behalf of itself and, in its capacity as the Borrower Representative, for and on behalf of, each other Borrower (as defined in the Existing Facility Agreement) other than the 2022 Incremental Term Borrower (as defined below), SEALED AIR CORPORATION (US), a Delaware corporation (the “2022 Incremental Term Borrower”), as the borrower of the 2022 Incremental Term Advances (as defined below) under the 2022 Incremental Term Facility referred to below, BANK OF AMERICA, N.A., as agent for and on behalf of the Lenders and other secured parties thereunder (in such capacity, the “Agent”), the Persons listed on the signature pages hereto as “2022 Incremental Term Lenders” (the “2022 Incremental Term Lenders”, and each a “2022 Incremental Term Lender”). Capitalized terms used but not defined herein have the meaning assigned thereto in the Amended Facility Agreement (as defined below).

PRELIMINARY STATEMENTS

WHEREAS, reference is made to that certain Fourth Amended and Restated Syndicated Facility Agreement, dated as of March 25, 2022 (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time prior to the date hereof, the “Existing Facility Agreement”), made by and among the Company, the other Borrowers (as defined therein) party thereto, the lenders from time to time party thereto (the “Lenders”), the Agent, and the other parties referred to therein;

I. 2022 Incremental Term Facility related to the Laminar Transactions.

WHEREAS, the Company has entered into the “Laminar Acquisition Agreement” (as defined below) to acquire (the “Laminar Acquisition”) all of the Equity Interests of LB Holdco, Inc., a corporation organized under the laws of the State of Delaware (“Laminar”);

WHEREAS, in connection with the Laminar Acquisition, the Company made a Limited Condition Acquisition election in accordance with Section 1.15 of the Existing Facility Agreement which was delivered to the Agent on October 31, 2022;

WHEREAS, Section 2.04 of the Existing Facility Agreement permits the Company to establish an Incremental Term Facility by, among other things, entering into one or more Incremental Assumption Agreements in accordance with the terms and conditions of the Existing Facility Agreement with each Incremental Term Lender agreeing to provide Incremental Term Advances;

WHEREAS, the Company has requested that the 2022 Incremental Term Lenders commit to make Incremental Term Advances in the form of additional term advances (the “2022 Incremental Term Advances”) to the 2022 Incremental Term Borrower on the 2022 Incremental Effective Date (as defined in Section 6 below) (the “2022 Incremental Term Facility”) under the Amended Facility Agreement, in an aggregate principal amount of $650,000,000, the proceeds of which will be used to finance the Laminar Acquisition, and to pay for Laminar Transaction Expenses (as defined below);

WHEREAS, each 2022 Incremental Term Lender is willing to provide Incremental Term Commitments (the “2022 Incremental Term Commitments”) and make 2022 Incremental Term Advances to the 2022 Incremental Term Borrower on the terms and subject to the conditions set forth herein;

WHEREAS, each of BofA Securities, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd. have agreed to act as joint lead arrangers and bookrunners for the 2022 Incremental Term Facility (each a “Lead Arranger” and collectively the “Lead Arrangers”); and

II. Existing Facilities.

WHEREAS, in order to amend the Applicable Margin applicable to the existing Term A Facility, the Sterling Term A Facility, the Transpacific Revolving Credit Facility and the Multicurrency Revolving Credit Facility, each currently outstanding under the Existing Facility Agreement (the “Existing Facilities”), the Company has requested that certain provisions of the Existing Facility Agreement be amended as set forth herein (the “Amendment”), and the Lenders party hereto constituting the Required Lenders under the Existing Facility Agreement, have agreed so to amend such provisions of the Existing Facility Agreement;

III. General.

WHEREAS, to induce (x) the Lenders holding Advances under the Existing Facility Agreement immediately prior to the Amendment Effective Date to consent to the Amendment contained herein, and (y) the 2022 Incremental Term Lenders to make the 2022 Incremental Term Advances, the Company, the 2022 Incremental Term Borrower and each other Subsidiary Guarantor has agreed to affirm and confirm all obligations under the Loan Documents, including without limitation its obligations under each Collateral Document;

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1. Definitions

Unless otherwise defined herein, capitalized terms defined in the Existing Facility Agreement after giving effect to this Amendment (the “Amended Facility Agreement”) have the same meanings when used in this Amendment. For purposes of this Amendment, the following terms shall have the following meaning:

“Company Representations” shall mean the representations made by, or with respect to, Laminar and its subsidiaries in the Laminar Acquisition Agreement as are material to the interests of the Lead Arrangers or the 2022 Incremental Term Lenders (in their respective capacities as such), but only to the extent that the Company (or one of its affiliates) has the right (taking into account any applicable cure provisions) to terminate the Company’s (or its) obligations under the Laminar Acquisition Agreement (or otherwise decline to consummate the Laminar Acquisition without any liability) as a result of a breach of such representations and warranties in the Laminar Acquisition Agreement.

“Debt Releases” shall mean the requirement for the Seller to arrange to have Laminar and its subsidiaries released as borrowers, guarantors and/or obligors under the (x) indebtedness set forth on Schedule 1.1(c)(x) (Payoff Indebtedness) to the Laminar Acquisition Agreement as in effect on October 31, 2022 and (y) intercompany balances required to be eliminated pursuant to Section 6.10 of the Laminar Acquisition Agreement as in effect on October 31, 2022, and to release and terminate any and all liens on the assets of Laminar and its subsidiaries with respect to such indebtedness and/or intercompany balances.

“Funding Conditions Provisions” shall mean that (i) the only representations and warranties with respect to the Company, Laminar and their respective subsidiaries, the making and accuracy of which shall be a condition to the availability of the 2022 Incremental Term Advances on the 2022 Incremental Effective Date shall be (A) the Company Representations and (B) the Specified Representations, and (ii) the terms of this Agreement, the Amended Facility Agreement, and the other documents required to be delivered under Section 6 hereof shall be in a form such that they do not impair the availability of the 2022 Incremental Term Advances on the 2022 Incremental Effective Date if the applicable conditions set forth in Section 6 hereof are satisfied (or waived by all 2022 Incremental Term Lenders); provided that, to the extent that any Guaranty (other than Guarantys from Laminar and each of its domestic Restricted Subsidiaries required to become a Loan Party on the 2022 Incremental Effective Date) cannot be granted on the 2022 Incremental Effective Date after the Company’s use of commercially reasonable efforts to procure the delivery thereof prior to the 2022 Incremental Effective Date, such granting will not constitute a condition precedent to the availability of the 2022 Incremental Term Facility and will not affect the size of the 2022 Incremental Term Facility, but instead will be required to be delivered within 30 days after the 2022 Incremental Effective Date (subject to extensions mutually agreed by the Agent and the 2022 Incremental Term Borrower).

“Laminar Acquisition” has the meaning given in the Preliminary Statements.

“Laminar Acquisition Agreement” shall mean that certain Purchase Agreement, dated as of October 31, 2022, by and among LB Super Holdco LLC (the “Seller”), Laminar, Cryovac International Holdings, Inc., solely for purposes of Section 9.9 thereof, the Company and solely for purposes of Article VI and Article VII thereof, LB Jersey Holdco Limited (together with all exhibits, annexes, schedules and disclosure letters thereto, collectively, as modified, amended, supplemented or waived in accordance with the terms thereof).

“Laminar Guarantor” shall mean Laminar and any of its subsidiaries which are to become Guarantors on the 2022 Incremental Effective Date.

“Laminar Transaction Expenses” means any fees, premiums, expenses or other transaction costs incurred or paid by the Company, the 2022 Incremental Term Borrower, or any of its or their respective Subsidiaries in connection with the Laminar Transactions, this Amendment, the Amended Facility Agreement or the other Loan Documents, and the other transactions contemplated hereby and thereby.

“Laminar Transactions” means, collectively, (a)(i) the execution and delivery of this Amendment and the initial borrowings of the 2022 Incremental Term Facility and (ii) the execution and delivery of any other agreements or documents related to the financing of the Laminar Acquisition and the consummation of such other financing transactions, (b) the execution, delivery and performance of the applicable Loan Documents and the creation of Liens pursuant to the Security Agreement in connection herewith (to the extent required), (c) the Laminar Acquisition, the other transactions contemplated by the Laminar Acquisition Agreement and (d) the payment of the Laminar Transaction Expenses.

“Seller” has the meaning given to it in the definition of Laminar Acquisition Agreement.

“Specified Representations” shall mean the representations and warranties made by the Company, the 2022 Incremental Term Borrower and the Guarantors as set forth in the Existing Facility Agreement in the following sections of the Existing Facility Agreement: Section 4.01(a)(i) (solely with respect to the Company, the 2022 Incremental Term Borrower and any Subsidiary Guarantor), Section 4.01(b) (with respect to the borrowing under, guaranteeing under,

and performance of, this Agreement and each other relevant Loan Document on the 2022 Incremental Effective Date, the power and authority of, the due authorization, execution and delivery by, and the enforceability against, the 2022 Incremental Term Borrower, the Company and each relevant Restricted Subsidiary of this Agreement and each other relevant Loan Document), Section 4.01(d)(iv) (with respect to the incurrence of the 2022 Incremental Term Advances and the provision of the Guaranty under the 2022 Incremental Term Facility (in each case, after giving effect to the Acquisition)), Section 4.01(j) (with respect to the use of the proceeds of the 2022 Incremental Term Advances), Section 4.01(o), the first sentence of Section 4.01(q), Section 4.01(u) or Section 4.01(z)(ii) (solely with respect to the use of proceeds of the 2022 Incremental Term Advances); provided that references in such Specified Representations to the “Closing Date” shall instead refer to the “2022 Incremental Effective Date”.

SECTION 2. Amendments to Existing Facility Agreement.

(a) The Existing Facility Agreement is, effective as of the Amendment Effective Date (as hereinafter defined) and subject to the satisfaction or waiver in writing of the conditions precedent set forth in Section 5, hereby amended (the Existing Facility Agreement, as so amended by this Agreement, the “Amended Facility Agreement”) to delete the struck text (indicated textually in the same manner as the following example: struck text), and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages of the Amended Facility Agreement attached as Annex I hereto.

(b) On and after the Amendment Effective Date, the rights and obligations of the parties to the Existing Facility Agreement shall be governed by the Amended Facility Agreement.

SECTION 3. The 2022 Incremental Term Advances. Pursuant to Section 2.04 of the Amended Facility Agreement, and subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, on and as of the 2022 Incremental Effective Date:

(a) Each 2022 Incremental Term Lender that is a signatory hereto (as indicated on the respective signature page of each) hereby agrees that (i) as contemplated by Section 2.04 of the Amended Facility Agreement, such 2022 Incremental Term Lender shall have a several 2022 Incremental Term Commitment to make 2022 Incremental Term Advances, and shall make 2022 Incremental Term Advances to the 2022 Incremental Term Borrower pursuant thereto on the 2022 Incremental Effective Date (which 2022 Incremental Term Advances may not be reborrowed if such advances are repaid or prepaid), in each case in an amount equal to the amount set forth opposite such 2022 Incremental Term Lender’s name under the heading “2022 Incremental Term Commitment” on Schedule I to this Agreement, with such 2022 Incremental Term Advances to be made on the same terms as, and with all other characteristics consistent with, the Term A Advances outstanding immediately prior to the 2022 Incremental Effective Date, except as otherwise agreed pursuant to, and set forth in, this Agreement and the Amended Facility Agreement; and (ii) such 2022 Incremental Term Lender shall (x) in the case of a 2022 Incremental Term Lender that is already a Term Lender under the Existing Facility Agreement, continue to be a “Term Lender” and a “Lender”, for all purposes of, and subject to all the obligations of a “Term Lender” and a “Lender” under the Amended Facility Agreement and the other Loan Documents, and (y) in the case of a 2022 Incremental Term Lender that is not an existing Term Lender under the Existing Facility Agreement, be deemed to be, and shall become, a “Term Lender” and a “Lender”, for all purposes of, and subject to all the obligations of a “Term Lender” and a “Lender” under the Amended Facility Agreement and the other Loan Documents. Each Loan Party and the Agent hereby agree that, from and after the 2022 Incremental Effective Date, each 2022 Incremental Term Lender shall be deemed to be, and shall become, a “Term Lender” and a “Lender”, as applicable, for all purposes of, and with all the rights and remedies of a “Term Lender” and a “Lender”, as applicable, under, the Amended Facility Agreement and the other Loan Documents;

(b) each 2022 Incremental Term Lender, each Loan Party and the Agent hereby agree that this Agreement is an “Incremental Assumption Agreement”, as defined in the Amended Facility Agreement; and

(c) the incurrence of the 2022 Incremental Term Facility, together with the Laminar Acquisition and the other Laminar Transactions shall constitute “Limited Condition Transactions” for purposes of the Amended Facility Agreement.

(d) the 2022 Incremental Term Commitments provided for hereunder shall terminate on the earlier of (i) the 2022 Incremental Effective Date immediately after the funding of the 2022 Incremental Term Advances and (ii) the earliest to occur of (x) prior to the consummation of the Laminar Acquisition, the termination of the Laminar Acquisition Agreement by the Company (or its affiliates) in writing by the Company (or public announcement thereof by the Company) or with the Company’s (or its affiliates’) written consent or otherwise in accordance with its terms (other than with respect to provisions therein that expressly survive termination), prior to closing of the Laminar Acquisition, (y) the consummation of the Laminar Acquisition without the funding of the 2022 Incremental Term Facility and (z) 11:59 p.m., New York City time, on the date that is five (5) Business Days (as defined in the Laminar Acquisition Agreement as in effect on October 31, 2022) after May 1, 2024.

SECTION 4. Representations and Warranties. To induce the Agent and the Lenders (including the 2022 Incremental Term Lenders) to enter into this Agreement, each of the Company as Borrower Representative (for and on behalf of itself and the other Borrowers, including the 2022 Incremental Term Borrower) and the 2022 Incremental Term Borrower hereby represents and warrants, on and as of each of the Amendment Effective Date and the 2022 Incremental Effective Date, to the Agent and the 2022 Incremental Term Lenders on and as of the 2022 Incremental Effective Date, that:

(a) No Default or Event of Default. At the time of and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing or would result from the effectiveness of this Agreement and the consummation of the transactions contemplated hereby.

(b) Representations and warranties. The representations and warranties set forth in the Existing Facility Agreement and each other Loan Document are true and correct in all material respects as of (A) the Amendment Effective Date and the (B) 2022 Incremental Effective Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and except to the extent that such representations and warranties are already qualified as to materiality or Material Adverse Effect, in which case such qualified representations and warranties shall be true and correct in all respects.

(c) Existence; authorization; good standing. Each Loan Party (i) is duly organized or incorporated, validly existing or incorporated and registered (as applicable) and, if applicable, in good standing, under the laws of the jurisdiction of its incorporation or organization, (ii) has the corporate or comparable power and authority to execute, deliver and perform its obligations under this Agreement (if it is a party hereto), the Foreign Reaffirmation Agreement (as defined below) (if it is a party thereto), and/or the U.S. Reaffirmation Agreement (as defined below) (if it is a party thereto), respectively, and perform its obligations under the Amended Facility Agreement and (iii)(x) if applicable, is duly qualified as a foreign corporation, (y) in good standing in its jurisdiction of organization and, (z) if applicable, in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except with respect to clauses (x) and (z) where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

(d) Limited Condition Acquisition. On October 31, 2022, the Company delivered a notice to the Agent that it was making an LCA Election for the Laminar Acquisition. At the time of execution of the Laminar Acquisition Agreement and immediately after giving effect thereto, the representations and warranties set forth in Section 4.01 of the Existing Facility Agreement were true and correct. No Default or Event of Default had occurred and was continuing at the time of execution of the Laminar Acquisition Agreement or immediately after giving effect thereto. The aggregate amount of the 2022 Incremental Term Facility incurred under the Existing Facility Agreement does not exceed the remaining Incremental Amount (after giving effect to the provisions of clause (iii) of Section 1.15 of the Existing Facility Agreement).

(e) Due execution; enforceability. Each Loan Party has duly executed and delivered this Agreement (if it is a party hereto), the Foreign Reaffirmation Agreement (if it is a party thereto), and/or the U.S. Reaffirmation Agreement (if it is a party thereto), respectively, and each of such Loan Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and to equitable principles (regardless of whether enforcement is sought in equity or at law).

SECTION 5. Conditions to Effectiveness of the Amendment. The Amendments set forth in Section 2 hereof shall become effective as of the first date when, and only when, the following conditions have been satisfied, or waived in accordance with the provisions of the Existing Facility Agreement (the “Amendment Effective Date”):

(a) Execution and Delivery. The Agent shall have received this Agreement, duly executed and delivered by the Company as Borrower Representative, the 2022 Incremental Term Borrower, the Agent, the Lenders constituting the Required Lenders and the 2022 Incremental Term Lenders.

(b) No Default. No Default or Event of Default shall have occurred and be continuing, or would result from the effectiveness of this Agreement and the consummation of the transactions contemplated hereby.

(c) Representations and Warranties. The representations and warranties contained in Section 4 of this Agreement, in Section 4.01 of the Existing Facility Agreement and in the other Loan Documents, shall, in each case, be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Amendment Effective Date; except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and except to the extent that such representations and warranties are already qualified as to materiality or Material Adverse Effect, in which case such qualified representations and warranties shall be true and correct in all respects.

(d) Reaffirmation Agreements. The Agent shall have received:

(i) a Reaffirmation Agreement in substantially the form of ▇▇▇▇▇ ▇▇-A hereto (the “U.S. Reaffirmation Agreement”), duly executed by each Person listed on Schedule II hereto (collectively, the “U.S. Entities”); and

(ii) a Reaffirmation Agreement in substantially the form of Annex II-B hereto, or in such other form as may be required under laws applicable to any Foreign Subsidiary that is a Loan Party (the “Foreign Reaffirmation Agreement”), duly executed by each Person listed on Schedule III hereto (collectively, the “Non-U.S. Entities”).

(e) Officer’s Certificate. A certificate signed by a Responsible Officer of the Company certifying compliance with the conditions precedent set forth in clause (b) and (c) of this Section 5.

SECTION 6. Conditions Precedent to the 2022 Incremental Effective Date. Subject in all respects to the Funding Conditions Provisions, the obligations of the 2022 Incremental Term Lenders to make their respective 2022 Incremental Term Commitments and 2022 Incremental Term Advances as provided in Section 3 hereof shall become effective on and as of the date when, and only when, the following conditions have been satisfied, or waived (by all 2022 Incremental Term Lenders) (the “2022 Incremental Effective Date”):

(a) Execution and Delivery. The Agent shall have received:

(i) this Agreement, duly executed and delivered by the Company, the 2022 Incremental Term Borrower, the Agent and the 2022 Incremental Term Lenders.

(ii) from each Laminar Guarantor, (x) a supplement to each of the U.S. Subsidiary Guaranty and the Security Agreement and, if applicable, any Intellectual Property Security Agreements, in each case duly executed and delivered by an Authorized Officer of such Laminar Guarantor on the 2022 Incremental Effective Date

(b) Effective Date; Borrowing Date. The Amendment Effective Date shall have occurred prior to the 2022 Incremental Effective Date in each case in accordance with Sections 2 through 5 of this Agreement. The borrowing of the 2022 Incremental Term Advances shall occur (i) on or after January 3, 2023 and (ii) on or before five (5) Business Days after May 1, 2024.

(c) Representations and Warranties.

(i) The Specified Representations shall be true and correct; and

(ii) the Company Representations shall be true and correct but only to such extent that the Company (or its affiliates) has the right to (taking into account any applicable cure provisions) terminate the Company’s (or its affiliates’) obligations under the Laminar Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) (or otherwise decline to consummate the Acquisition without any liability) as a result of a breach of such representations and warranties in the Laminar Acquisition Agreement.

(d) Material Adverse Effect. Since the date of the Laminar Acquisition Agreement, there has not been a Material Adverse Effect (as defined in the Laminar Acquisition Agreement) that would result in the failure of a condition precedent to the Company’s (or one of the Company’s affiliates) obligations to consummate the Laminar Acquisition under the Laminar Acquisition Agreement or that would give Company (or one of the Company’s affiliates) the right (taking into account any notice and cure provisions) to terminate the Company’s (or one of its affiliates’) obligations pursuant to the terms of the Laminar Acquisition Agreement.

(e) Specified Event of Default. No Specified Event of Default has or will occur and be continuing on and as of the 2022 Incremental Effective Date.

(f) Acquisition. The Laminar Acquisition shall have been immediately prior to or, substantially concurrently with the borrowing under the 2022 Incremental Term Facility shall be, consummated in all material respects in accordance with the terms of the Laminar Acquisition Agreement, without giving effect to any modifications, amendments, supplements or waivers or consents by the Company (or one of its affiliates) thereto that are materially adverse to the Lead Arrangers or the 2022 Incremental Term Lenders (in their respective capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, conditioned or delayed); provided that such consent shall be deemed granted if the Lead Arrangers do not respond within three (3) Business Days (as defined in the Laminar

Acquisition Agreement as in effect on October 31, 2022) (it being understood and agreed that any change to the definition of Material Adverse Effect (as defined in the Laminar Acquisition Agreement as in effect on October 31, 2022), shall be deemed materially adverse to the Lead Arrangers and the 2022 Incremental Term Lenders, any waiver of the requirement to obtain the Debt Releases shall be deemed materially adverse to the Lead Arrangers and the 2022 Incremental Term Lenders and any modification, amendment or express waiver or consents by the Company (or one of its affiliates) that results in an increase or reduction in the purchase price shall be deemed to not be materially adverse to the 2022 Incremental Term Lenders so long as any increase in the purchase price shall be funded with cash on hand or additional common equity (it being understood and agreed that no purchase price, working capital or similar adjustment provisions set forth in the Laminar Acquisition Agreement as in effect on October 31, 2022 shall constitute a reduction or increase in the purchase price).

(g) Notice of Borrowing. On or prior to the 2022 Incremental Effective Date, the Agent shall have received a duly executed Notice of Borrowing by the 2022 Incremental Term Borrower of its request for 2022 Incremental Term Advances pursuant to Section 2.04 of the Amended Facility Agreement.

(h) Closing Certificate. The Agent shall have received a loan certificate from a Responsible Officer of each Loan Party, dated the 2022 Incremental Effective Date, in a form reasonably satisfactory to the Agent, together with appropriate attachments which shall include the following items: (i) a true, complete and correct copy of the articles of incorporation, certificate of limited partnership, certificate of formation or organization or other constitutive document of such Loan Party, to the extent applicable certified by an appropriate Governmental Authority, (ii) a true, complete and correct copy of the by-laws, articles of association, partnership agreement or limited liability company or operating agreement (or other applicable organizational document) of such Loan Party, (iii) a copy of the resolutions of the board of managers, board of directors or other appropriate governing body of such Loan Party authorizing the execution, delivery and performance by such Loan Party of this Agreement, the U.S. Reaffirmation Agreement and the other Loan Documents to which it is a party, and the performance by such Loan Party of its obligations under the Amended Facility Agreement and, with respect to the 2022 Incremental ▇▇▇▇ ▇▇▇▇▇▇▇▇, authorizing the borrowing of the 2022 Incremental Term Advances hereunder, and (iv) a certificate of good standing (to the extent such concept exists) of each Loan Party from the applicable secretary of state or other appropriate Governmental Authority of the jurisdiction of organization.

(i) Solvency Certificate. The Agent shall have received a solvency certificate from a Senior Financial Officer of the Company (substantially in the form of the solvency certificate attached as Exhibit G to the Amended Facility Agreement) certifying that after giving pro forma effect to the consummation of the Laminar Transactions, the Company and its Restricted Subsidiaries (including the 2022 Incremental Term Borrower), on a consolidated basis, will be Solvent as of the 2022 Incremental Effective Date.

(j) Opinion of Counsel to the Loan Parties. The Agent shall have received:

(i) a legal opinion of Clifford Chance US LLP, counsel to the Loan Parties, dated as of the 2022 Incremental Effective Date, addressed to the Agent, the Lenders under the Amended Facility Agreement and each 2022 Incremental Term Lender, in form and substance reasonably satisfactory to the Agent; and

(ii) to the extent not covered in the opinion referred to in clause (i) above, a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇ LLP, as local Texas counsel to Austin Foam Plastics, Inc., dated as of the 2022 Incremental Effective Date, addressed to the Agent, the Lenders under the Amended Facility Agreement and each 2022 Incremental Term Lender, in form and substance reasonably satisfactory to the Agent.

(k) Financial Statements. The Lead Arrangers shall have received (I) with respect to the Company, (a) the audited consolidated balance sheets and the related audited consolidated statements of operations and comprehensive income and cash flows of the Company and its subsidiaries for the three last fiscal years ended at least 60 days prior to the 2022 Incremental Effective Date and (b) the unaudited consolidated balance sheets and the related unaudited consolidated statements of operations and comprehensive income and cash flows of the Company and its subsidiaries as of and for each fiscal quarter ended at least 40 days prior to the 2022 Incremental Effective Date (and the same period in the prior fiscal year) and (II) with respect to Laminar, (a) the unaudited consolidated balance sheet of the Business (as defined in the Laminar Acquisition Agreement in effect as of October 31, 2022) as of December 31, 2021 and the related consolidated statements of income and cash flows for the period then-ended and (b) the unaudited consolidated balance sheet of the Company Group (as defined in the Laminar Acquisition Agreement in effect as of October 31, 2022) and its subsidiaries as of June 30, 2022 and the related unaudited consolidated statement of income for the six-month period then-ended. The Lead Arrangers have received the financial statements set forth in clause (II) of this paragraph as of the date hereof.

(l) KYC Documentation. (i) The Administrative Agent and the Lead Arrangers shall have received (i) at least three (3) Business Days prior to the 2022 Incremental Effective Date all documentation and other information about the Company and the Guarantors as shall have been reasonably requested in writing by the Lead Arrangers at least ten (10) calendar days prior to the 2022 Incremental Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent and the Lead Arrangers shall have received at least three (3) Business Days prior to the 2022 Incremental Effective Date a Beneficial Ownership Certification under the Beneficial Ownership Regulation to the extent reasonably requested in writing at least ten (10) Business Days prior to the 2022 Incremental Effective Date by the Administrative Agent or the Lead Arrangers.

(m) Fees and Expenses. The Company shall have paid (or substantially concurrently with the satisfaction of the other conditions set forth herein, on the 2022 Incremental Effective Date, shall pay (which amounts may be offset against the proceeds of the 2022 Incremental Term Facility)) (i) all fees required to be paid by the Company to the Lead Arrangers on the 2022 Incremental Effective Date and (ii) all reasonable and documented out-of-pocket expenses of the Agent in connection with the preparation, negotiation, execution and delivery of this Agreement (including, without limitation, the reasonable and documented fees, disbursements and other charges of ▇▇▇▇▇▇▇▇ & Sterling LLP as special New York counsel to the Agent), and with respect to expenses, to the extent invoiced three (3) Business Day prior to the 2022 Incremental Effective Date (except as otherwise reasonably agreed by the 2022 Incremental Term Borrower). The Company agrees that, once paid, the Upfront Fee (as defined below) and the 2022 Incremental Term Advance Ticking Fee (as defined below) or any parts thereof payable hereunder will not be refundable under any circumstances except as otherwise agreed in writing. Each of the Upfront Fee and the 2022 Incremental Term Advance Ticking Fee payable hereunder shall be paid in immediately available funds in U.S. dollars and, in any case, shall not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter. In addition, all such payments shall be made without deduction for any taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any national, state or local taxing authority, or will be grossed up by the Company for such amounts. Each 2022 Incremental Lender may, in its sole discretion, allocate to its respective affiliates in whole or in part any fees payable to it in connection herewith.

SECTION 7. Upfront Fees. As consideration for each 2022 Incremental Lender providing the 2022 Incremental Term Advances, the 2022 Incremental Term Borrower shall pay to the Agent, for the account of each 2022 Incremental Term Lender on a pro rata basis in accordance with their final allocated 2022 Incremental Term Commitments, upfront fees in an amount equal to the amounts as

separately agreed to by the Borrower and communicated to the 2022 Incremental Term Lender by the Agent (the “Upfront Fees”), which Upfront Fees shall be due and payable on, and subject to the occurrence of, the 2022 Incremental Effective Date; provided that such Upfront Fees may, at the election of the 2022 Incremental Term Lender in consultation with the Borrower, be structured as original issue discount.

SECTION 8. Ticking Fee.

The Company will pay to the Agent for the account of each 2022 Incremental Term Lender on a pro rata basis a non-refundable ticking fee (the “2022 Incremental Term Advance Ticking Fee”) commencing on December 5, 2022 (the “2022 Incremental Term Advance Ticking Fee Trigger Date”):

(a) from the 1st day to the 45th day after the 2022 Incremental Term Advance Ticking Fee Trigger Date, an amount equal to $0;

(b) from the 46th day to the 90th day after the 2022 Incremental Term Advance Ticking Fee Trigger Date, an amount equal to the product of 0.25% per annum multiplied by the aggregate commitments under the 2022 Incremental Term Facility;

(c) from the 91st day to the 136th day after the 2022 Incremental Term Advance Ticking Fee Trigger Date, an amount equal to the product of 0.375% per annum multiplied by the aggregate commitments under the 2022 Incremental Term Facility; and

(d) from the 137th day onwards after the 2022 Incremental Term Advance Ticking Fee Trigger Date, an amount equal to the product of 0.50% per annum multiplied by the aggregate commitments under the 2022 Incremental Term Facility.

Such 2022 Incremental Term Advance Ticking Fee shall be calculated on the basis of actual number of days elapsed in a year of 360 days, shall accrue from and after the 2022 Incremental Term Advance Ticking Fee Trigger Date until the earlier to occur of (x) the 2022 Incremental Effective Date and (y) the termination of the commitments under this Agreement, and shall be due and payable on such earlier date.

SECTION 9. Reference to and Effect on the Loan Documents.

(a) On and after the Amendment Effective Date, each reference in the Amended Facility Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Facility Agreement, and each reference in the Notes and each of the other Loan Documents to “the Facility Agreement”, “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Facility Agreement, shall mean and be a reference to the Existing Facility Agreement, as amended and modified by this Agreement.

(b) The Existing Facility Agreement and each of the other Loan Documents, as specifically amended and modified by this Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Company (for and on behalf of itself and, in its capacity as the Borrower Representative, for and on behalf of, each other Borrower) hereby agrees that (i) the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents to the extent provided in the Collateral Documents, each of which is hereby in all respects ratified and confirmed and (ii) the Amended Facility Agreement, each Guaranty and all of the guarantees described therein do and shall continue to secure the payment and performance of all Obligations (including without limitation the Guaranteed Obligations) of the Borrowers and each other Loan Party under the Loan Documents to the extent provided therein, each of which is hereby in all respects ratified and confirmed.

(c) Save as expressly provided herein, the execution, delivery and effectiveness of this Agreement (i) shall not operate as a waiver of any right, power, privilege or remedy of any Lender, any Issuing Bank, any Swing Line Lender or the Agent under any of the Loan Documents and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or other agreements contained in the any of the Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Company, any other Loan Party or any other Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or other agreements contained in the Amended Facility Agreement or any other Loan Document in similar or different circumstances after the date hereof.

(d) The Agent agrees to promptly post this Agreement for the Lenders on the Platform.

SECTION 10. No Novation; Reaffirmation. Neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Facility Agreement or of any of the other Loan Documents or any obligations thereunder. The Company, for and on behalf of itself and, in its capacity as the Borrower Representative, for and on behalf of, each other Borrower: (a) acknowledges and consents to all of the terms and conditions of this Agreement, (b) affirms all of its obligations under the Loan Documents as amended hereby and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge any Loan Party’s obligations under the Loan Documents.

SECTION 11. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 12. Expenses. The Company agrees to reimburse the Agent for its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Agreement, in accordance with the provisions of Section 9.04(a) of the Amended Facility Agreement (and without duplication of such provision or any provision of this Agreement).

SECTION 13. Miscellaneous. The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to the Amended Facility Agreement and the other Loan Documents and their respective successors and permitted assigns. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 14. Loan Document. Each of the parties hereto hereby agrees that this Agreement shall be a Loan Document for all purposes of the Amended Facility Agreement and the other Loan Documents, and the definition of “Loan Documents” set forth in the Amended Facility Agreement shall be deemed to have been amended to include this Agreement therein.

SECTION 15. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, provided, however, that it is understood and agreed that (a) the interpretation of the definition of “Material Adverse Effect” ((as defined in the Acquisition Agreement as in effect on October 31, 2022) (and whether or not such Material Adverse Effect has occurred), (b) the determination of the accuracy of any Company Representations and whether as a result of any inaccuracy thereof the Company (or its affiliates) has the right (taking into account any applicable cure provisions) to terminate the Company (or its affiliates’) obligations under the Acquisition Agreement or decline to consummate the Acquisition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, in each case shall be governed by the Law (as defined in the Acquisition Agreement as in effect on the Original Signing Date) of the State of Delaware, including its statutes of limitations, without giving effect to any conflict-of-laws or other rule that would result in the application of the Law (as defined in the Acquisition Agreement as in effect on October 31, 2022) of a different jurisdiction.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Fourth Amended and Restated Syndicated Facility Agreement and Incremental Assumption Agreement to be duly executed and delivered as of the day and year first above written.

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ANNEX I

AMENDED FACILITY AGREEMENT

(See attached)

Execution Version

FOURTH AMENDED AND RESTATED

SYNDICATED FACILITY AGREEMENT

Dated as of March 25, 2022 (as amended by that certain Amendment No. 1 to Fourth Amended and

Restated Syndicated Facility Agreement and Incremental Assumption Agreement, dated as of December 8, 2022),

among

SEALED AIR CORPORATION

and

THE OTHER BORROWERS NAMED HEREIN,

as Borrowers,

THE INITIAL LENDERS NAMED HEREIN,

as Initial Lenders,

THE INITIAL ISSUING BANKS NAMED HEREIN,

as Initial Issuing Banks,

BANK OF AMERICA, N.A.,

as Agent

and

BOFA SECURITIES, INC.

as Joint Lead Arranger and Joint Bookrunner

and

BNP PARIBAS,

CITIBANK, N.A.,

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA,

JPMORGAN CHASE BANK, N.A.

and

MIZUHO BANK, LTD.

as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents

and

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH,

HSBC SECURITIES (USA) INC.,

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

SUMITOMO MITSUI BANKING CORPORATION

and

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION

as Co-Documentation Agents

and

BOFA SECURITIES, INC.,

as Sustainability Coordinator

i

FOURTH AMENDED AND RESTATED

SYNDICATED FACILITY AGREEMENT

This FOURTH AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT, dated as of March 25, 2022 (this “Agreement”), is made by and among SEALED AIR CORPORATION, a Delaware corporation (the “Company”), CRYOVAC, LLC., a Delaware limited liability company (“Cryovac”), SEALED AIR JAPAN G.K. a Japanese limited liability company (godo kaisha) (the “JPY Revolver Borrower”), SEALED AIR LIMITED, a private limited company incorporated in England and Wales with a registered company number 03443946 (DTTPS Number: 13/W/61173/DTTP Country of Residence: United States) (the “Sterling Borrower”), SEALED AIR B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its statutory seat in Nijmegen, the Netherlands and registered with the Dutch Commercial Register (Handelsregister) under number 09114711 (the “Euro Revolver Borrower”), SEALED AIR CORPORATION (US), a Delaware corporation (“Sealed Air US”), SEALED AIR FINANCE LUXEMBOURG S.À. ▇.▇., a société à responsabilité limitée incorporated and existing under the laws of Luxembourg, with registered office at ▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and registered with the Luxembourg Register of Commerce and Companies (the “RCS Luxembourg”) under the number B 89.671 (the “Lux Revolver Borrower”) SEALED AIR AUSTRALIA PTY LIMITED, ABN 65 004 207 532, a company incorporated under the laws of Australia and SEALED AIR AUSTRALIA (HOLDINGS) PTY. LIMITED, ABN 65 102 261 307, a company incorporated under the laws of Australia (together, the “Australian Revolver Borrowers”), SEALED AIR (CANADA) CO./CIE, a company incorporated under the laws of Nova Scotia (the “CDN Revolver Borrower”), SEALED AIR (NEW ZEALAND) (the “New Zealand Revolver Borrower”), SEALED AIR DE MÉXICO OPERATIONS, S. DE ▇.▇. DE C.V., a sociedad de responsabilidad limitada de capital variable incorporated under the laws of Mexico (the “Mexican Revolver Borrower”) and certain Subsidiaries of the Company from time to time listed on Schedule II (each a “Designated Borrower” and, collectively with the Company, Cryovac, Sealed Air US, the CDN Revolver Borrower, the JPY Revolver Borrower, the Sterling Borrower, the Lux Revolver Borrower, the Euro Revolver Borrower, the Australian Revolver Borrowers, the New Zealand Revolver Borrower and the Mexican Revolver Borrower, the “Borrowers”), the banks, financial institutions and other investors listed on Schedule I hereto (the “Initial Lenders”) and each other Lender (as defined below) party hereto from time to time and the initial issuing banks (the “Initial Issuing Banks”) listed on Schedule I hereto and each other Issuing Bank (as defined below) party hereto from time to time, and BANK OF AMERICA, N.A., as Agent for the Lenders (as hereinafter defined) and the Issuing Banks (in such capacity, and as agent for the Secured Parties under the other Loan Documents, the “Agent”).

PRELIMINARY STATEMENTS:

WHEREAS, the Company, the other Borrowers, the Lenders and Issuing Banks party thereto and the Agent (each as defined in the Existing Credit Agreement) entered into that certain Third Amended and Restated Syndicated Facility Agreement, dated as of July 12, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), pursuant to which (a) the Term A Lenders (as defined therein) extended credit to the Company in an original aggregate principal amount of

$186,500,000 of term A Dollar loans under the Term A Facility (as defined therein), (b) the 2019 Incremental Term Lenders (as defined therein) subsequently extended credit to the Company in an original aggregate principal amount of $475,000,000 of term A Dollar loans under the 2019 Incremental Term Facility (as defined therein), (c) the Sterling Term A Lenders (as defined therein) extended credit to the Sterling Borrower in an original aggregate principal amount of £27,188,062.50 of term A Sterling loans, under the Sterling Term A Facility (as defined therein), (d) the Multicurrency Revolving Lenders and Multicurrency Issuing Banks (each as defined therein) made available to the Multicurrency Revolver Borrowers (as defined therein) from time to time a Multicurrency Revolving Credit Facility (as defined therein) up to the Equivalent of $900,000,000 available in the Committed Currencies (as defined therein), for the purposes specified in the Existing Credit Agreement and (e) the Transpacific Revolving Lenders (as defined therein) made available to the Transpacific Revolver Borrowers (as defined therein) from time to time a Transpacific Revolving Credit Facility (as defined therein, and collectively with the Term A Facility, the 2019 Incremental Term Facility, the Sterling Term A Facility, the Multicurrency Revolving Credit Facility referenced in the foregoing clauses (a) – (e), the “Existing Facilities”) of $100,000,000, for the purposes specified in the Existing Credit Agreement;

WHEREAS, the Borrowers have requested that the Existing Credit Agreement be amended and restated to (a) refinance (the “Closing Date Refinancing”) all Advances and Commitments (each as defined in the Existing Credit Agreement) outstanding thereunder and pay all accrued interest (regardless of whether then due and payable), fees and other amounts, in each case outstanding under the Existing Credit Agreement with, and to collectively replace the Existing Facilities with, the new Term A Facility, Sterling Term A Facility, Multicurrency Revolving Credit Facility and Transpacific Revolving Credit Facility and (b) to amend certain other provisions of the Existing Credit Agreement as hereinafter set forth;

WHEREAS, in connection with the Transactions (as defined below) and upon or following the consummation of the Closing Date Refinancing, the parties hereto intend to (i) release certain existing Liens (as defined below) on the Collateral (as defined in the Existing Credit Agreement) currently existing in favor of the Agent for the benefit of the Secured Parties (as defined in the Existing Credit Agreement) and terminate the Foreign Law Collateral Documents (as defined below) (such releases and terminations, collectively, the “Specified Collateral Release”), and (ii) release from the Foreign Subsidiary Guaranty (as defined in the Existing Credit Agreement) all those Foreign Subsidiaries that are not also Borrowers hereunder (such releases, collectively, the “Specified Guaranty Release”);

WHEREAS, the parties hereto intend that the Obligations (as defined in the Existing Credit Agreement) (the “Existing Obligations”) which remain outstanding after giving effect to the Closing Date Refinancing shall continue to exist under this Agreement on the terms set forth herein and that this Agreement shall not constitute a novation or a termination of such Obligations, and the Collateral (as defined in the Existing Credit Agreement) shall, to the extent not released pursuant to the Specified Collateral Release, continue to secure, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents; and

WHEREAS, in consideration of the premises and the mutual covenants herein contained and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree that the Existing Credit Agreement is amended and restated in its entirety as hereinafter set forth;

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

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

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

“2022 Incremental Term Advance” means an Advance made by any 2022 Incremental Term Lender under the 2022 Incremental Term Facility which shall, for the avoidance of doubt, be an Incremental Term Advance and an Other Term Advance.

“2022 Incremental Term Amendment Agreement” means that certain Amendment No. 1 to Fourth Amended and Restated Syndicated Facility Agreement and Incremental Assumption Agreement, dated as of December 8, 2022, made by and among the Company (for and on behalf of itself and, in its capacity as the Borrower Representative, for and on behalf of, each other Borrower), the 2022 Incremental Term Borrower, the Agent, the initial 2022 Incremental Term Lenders, and the other Lenders party thereto, which shall, for the avoidance of doubt, be an Incremental Assumption Agreement.

“2022 Incremental Term Borrower” means Sealed Air US.

“2022 Incremental Term Borrowing” means a borrowing consisting of simultaneous 2022 Incremental Term Advances of the same Type, which shall, for the avoidance of doubt, be an Incremental Term Borrowing.

“2022 Incremental Term Commitment” means, as to each 2022 Incremental Term Lender, its obligation to make 2022 Incremental Term Advances to the 2022 Incremental Term Borrower pursuant to Section 2.01(f) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such 2022 Incremental Term Lender’s name on Schedule I to the 2022 Incremental Term Amendment Agreement, which shall, for the avoidance of doubt, be an Incremental Term Commitment.

“2022 Incremental Term Effective Date” means the first date on which all of the conditions specified in Section 6 of the 2022 Incremental Term Amendment Agreement have been satisfied (or waived) and the funding of the 2022 Incremental Term Advances occurs.

“2022 Incremental Term Facility” means the aggregate principal amount of the 2022 Incremental Term Advances extended by all 2022 Incremental Term Lenders pursuant to Section 2.01(f) outstanding at such time.

“2022 Incremental Term Lender” means any Lender that has a 2022 Incremental Term Commitment or that holds 2022 Incremental Term Advances, which Lender shall, for the avoidance of doubt, be a Term Lender and an Incremental Term Lender.

“2022 Incremental Term Note” means a promissory note made by the 2022 Incremental Term Borrower in favor of a 2022 Incremental Term Lender evidencing 2022 Incremental Term Advances made by such 2022 Incremental Term Lender, substantially in the form of Exhibit B.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Agent.

“Advance” or “Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Term A Advance, a Sterling Term A Advance, a Transpacific Revolving Credit Advance, a Multicurrency Revolving Credit Advance, a Swing Line Advance, a 2022 Incremental Term Advance, an Incremental Term Advance, an Incremental Revolving Credit Advance, an Other Term Advance or an Other Revolving Credit Advance.

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

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise. For the avoidance of doubt, in no event shall the Agent or any Lender be deemed to be an Affiliate of any of the Borrowers or any of such Borrower’s Subsidiaries.

“Agent” has the meaning given to such term in the preamble to this Agreement.

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

“Agent’s Account” means with respect to any currency, the Agent’s account with respect to such currency as the Agent may from time to time notify to the Company and the Lenders.

“Agreement” has the meaning specified in the preamble to this Agreement.

“Agreement Currency” has the meaning specified in Section 9.12.

“Alternative Currency” means each of the following currencies: Sterling, Euro and JPY, together with each other currency (other than Dollars) that is approved in accordance with Section 1.13.

“Alternative Currency Daily Rate” means, for any day, with respect to any Advance (a) denominated in Sterling, the rate per annum equal to ▇▇▇▇▇ determined pursuant to the definition thereof plus the ▇▇▇▇▇ Adjustment, and (b) denominated in any Alternative Currency (to the extent such Advances denominated in such currency will bear interest at a daily rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Agent and the relevant Lenders pursuant to Section 1.13 plus the adjustment (if any) determined by the Agent and the relevant Lenders pursuant to Section 1.13(c); provided, that, if the Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in the Alternative Currency Daily Rate shall be effective from and including the date of such change without further notice.

“Alternative Currency Daily Rate Advance” means a Loan or an Advance that bears interest at a daily rate based on the definition of “Alternative Currency Daily Rate” in an amount not less than the Alternative Currency Daily Rate Borrowing Minimum or the Alternative Currency Daily Rate Borrowing Multiple in excess thereof. All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.

“Alternative Currency Daily Rate Borrowing Minimum” means, in respect of Alternative Currency Daily Rate Advances, the Equivalent of $1,000,000 in the applicable Alternative Currency.

“Alternative Currency Daily Rate Borrowing Multiple” means, in respect of Alternative Currency Daily Rate Advances, the Equivalent of $500,000, in the applicable Alternative Currency.

“Anti-Corruption Laws” has the meaning specified in Section 5.01(q)(ii).

“Anti-Money Laundering Laws” means any applicable anti-money laundering rules or regulation, including without limitation the PATRIOT Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Parts II.1 and XIII.2 and s. 354 of the Criminal Code (Canada), and in each case, regulations and guidance thereunder.

“Anti-Social Conduct” means (a) a demand and conduct with force and arms, (b) an unreasonable demand and conduct having no legal cause (c) threatening or committing violent behaviour relating to its business transactions, (d) an action to defame the reputation or interfere with the business of the Agent, any Joint Lead Arranger, any Joint Bookrunner, any Issuing Bank, the Swing Line Bank, any Co-Documentation Agent, any Co-Syndication Agent and any Lender or any of their respective Affiliates and their officers, directors, employees, agents and advisors by spreading rumour, using fraudulent means or resorting to force, or (e) other actions similar or analogous to any of the foregoing in any jurisdiction.

“Anti-Social Group” means (a) an organized crime group (bouryokudan), (b) a member of an organised crime group (bouryokudan in), (c) a Person who used to be a member of an organised crime group but has only ceased to be a member of an organised crime group for a period of less than 5 years, (d) quasi-member of an organised crime group (bouryokudan junkoseiin), (e) a related or associated company of an organised crime group (boroykudan kanren gaisha), (f) a corporate racketeer (soukaiya) or blackmailer advocating social cause (shakai undou nado hyoubou goro) or a special intelligence organised crime group (▇▇▇▇▇▇▇ ▇▇▇▇▇▇ bouryoku syudan) or (g) a member of any other criminal force similar or analogous to any of the foregoing in any jurisdiction.

“Anti-Social Relationship” means, in relation to a Person, (a) an Anti-Social Group controls its management, (b) an Anti-Social Group is substantively involved in its management, (c) it utilizes improperly an Anti-Social Group for the purpose of, or which have the effect of, unfairly benefiting itself or a third party or prejudicing a third party, (d) it is involved in the provision of funds or other benefits to an Anti-Social Group or (e) any of its directors or any other person who is substantively involved in its management has a socially objectionable relationship with an Anti-Social Group.

“Applicable Lending Office” means, with respect to any Lender, the office or offices of such Lender, any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate, specified as such opposite its name on Schedule I hereto or as specified in such Lender’s Administrative Questionnaire delivered in conjunction with the Assignment and Acceptance pursuant to which it became a Lender, or such other office or offices as such Lender may from time to time specify to the Company and the Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires, each reference to a Lender shall include its Applicable Lending Office.

“Applicable Margin” means:

(i) prior to the 2022 Incremental Term Effective Date, for Term A Advances, ▇▇▇▇▇▇▇▇ ▇▇▇▇ A Advances, Transpacific Revolving Credit Advances and Multicurrency Revolving Credit Advances, (ix) initially, 1.25% per annum for Term Rate Advances, Daily Simple SOFR Advances and Alternative Currency Daily Rate Advances, as applicable, and 0.25% per annum for Dollar-denominated Base Rate Advances, and (iiy ) from time to time after delivery of the financial statements for the first three full fiscal quarters following the Closing Date pursuant to Section 5.01(a)(i), the Applicable Margin shall be a percentage determined by reference to the table below, based on the Net Total Leverage Ratio set forth in, and determined based on, the most recent financial statements and Compliance Certificate delivered to the Agent under Section 5.01(a)(i) or (ii), and Section 5.01(a)(iii) hereof:; and

(ii) after the 2022 Incremental Term Effective Date, for 2022 Incremental Term Advances, Term A Advances, Sterling Term A Advances, Transpacific Revolving Credit Advances and Multicurrency Revolving Credit Advances, as applicable, (x) initially, a percentage determined by reference to Pricing Level 2 in the table below, provided that if the Net Total Leverage Ratio is greater than 3.50:1.00, the Applicable Margin shall be a percentage determined by reference to Pricing ▇▇▇▇▇ ▇ or Pricing Level 4 (as applicable) in the table below, and (y) from time to time after delivery of the financial statements for the first two full fiscal quarters following the 2022 Incremental Term Effective Date pursuant to Section 5.01(a)(i), the

Applicable Margin shall be a percentage determined by reference to the table below, based on the Net Total Leverage Ratio set forth in, and determined based on, the most recent financial statements and Compliance Certificate delivered to the Agent under Section 5.01(a)(i) or (ii), and Section 5.01(a)(iii) hereof:

Notwithstanding the foregoing, if at any time the Company shall fail to deliver financial statements to the Agent in accordance with Section 5.01(a)(i) or 5.01(a)(ii), as applicable, then any Applicable Margin that is determined with respect to the table above shall thereafter be determined by reference to Pricing Level 4 in the table above until such time as the Company shall again be in compliance with Sections 5.01(a)(i) and 5.01(a)(ii).

“Applicable Time” means, with respect to any borrowings and payments in any Foreign Currency, the local time in the place of settlement for such Foreign Currency as may be determined by the Agent or the applicable Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment; provided, that with respect to each Foreign Currency specified below the “Applicable Time” shall be the corresponding time specified below for such Foreign Currency:

(i) AU$: 12:00 P.M. (Sydney, Australia time);

(ii) CDN: 12:00 P.M. (Toronto, Canada time);

(iii) Euros: 12:00 P.M. (London, England time);

(iv) JPY: 12:00 P.M. (Tokyo, Japan time); and

(v) Sterling: 12:00 P.M. (London, England time);

(vi) NZD: 12:00 P.M. (Wellington, New Zealand time); and

(vii) Pesos: 12:00 P.M. (Mexico City, Mexico time);

provided, further, that any such “Applicable Time” may be modified by the Agent on not less than five Business Days prior written notice to the Company and the Lenders if the Agent shall reasonably determine that such modification is reasonably necessary or advisable.

“Applicant Borrower” has the meaning specified in Section 9.09(a).

“Approved Fund” means any Person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Asset Disposition” means the disposition of any or all of the assets (including, without limitation, any Equity Interest owned thereby) of any Loan Party, in one transaction or a series of transactions, whether by sale, lease, transfer or otherwise; provided that “Asset Dispositions” shall not include any transaction (or series of related transactions), the Net Cash Proceeds of which do not exceed $25,000,000 in any Fiscal Year.

“Assignment and Acceptance” means an assignment and acceptance entered into by a ▇▇▇▇▇▇ and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit D hereto.

“Associate” has the meaning given to it in Section 128F(9) of the Australian Tax Act.

“AU$” means lawful currency of Australia.

“Auction” has the meaning specified in Section 2.11(c).

“Auction Prepayment” has the meaning specified in Section 2.11(c).

“Auction Procedures” means the procedures set forth in Exhibit M.

“Australian Bill Rate” means, for any Interest Period, for any Multicurrency Revolving Credit Advance denominated in Australian dollars, the rate per annum equal to the Bank ▇▇▇▇ ▇▇▇▇ Reference Bid Rate or a comparable or successor rate, which rate is approved by the Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) at or about 10:30 A.M. (Sydney, Australia time) on the Rate Determination Date with a term equivalent to such Interest Period.

“Australian Borrower” means any Borrower who is a resident of Australia for the purposes of the Australian Tax Act, or the Income Tax Assessment Act 1997 (Australia), as the context requires.

“Australian Revolver Borrowers” has the meaning specified in the preamble to this Agreement.

“Australian PPSA” means the Personal Property Securities ▇▇▇ ▇▇▇▇ (Cwlth) Australia and any regulations in force at any time under the Australian PPSA, including the Personal Property Securities Regulations 2010 (Cth) (each as amended from time to time).

“Australian Tax Act” means the Income Tax Assessment ▇▇▇ ▇▇▇▇ (Cwlth).

“Available Amount” of any Letter of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing).

“Available Basket Amount” means, on any date of determination, an amount equal to (a) $200,000,000, plus (b) an amount equal to 50% of the Consolidated Net Income of the Company and its Subsidiaries for the period (taken as one accounting period) commencing on the first day of the fiscal quarter in which the Closing Date occurs to the end of the most recently ended fiscal quarter for which financial statements delivered under Section 5.01(a)(i) or 5.01(a)(ii) have been delivered to the Agent (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus (c) the aggregate amount of net cash proceeds of any issuance of Qualified Equity Interests of the Company received by the Company since the Closing Date, minus (d) the sum of (i) any amounts used to make investments and advances pursuant to Section 5.02(d)(xiii) after the Closing Date and on or prior to such date, (ii) any amounts used to make Restricted Payments pursuant to Section 5.02(c)(vi) after the Closing Date and on or prior to such date and (iii) any amounts used to make Restricted Junior Payments pursuant to Section 5.02(l)(ii) after the Closing Date and on or prior to such date.

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

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

“Bank of America” means Bank of America, N.A. and its successors.

“Bankruptcy Code” has the meaning specified in Section 6.01(e).

“Bankruptcy Law” means the Bankruptcy Code, or any similar foreign, federal or state law for the relief of debtors.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1.00%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the rate described in clause (b) of the definition of “Term SOFR” plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 1.16 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Base Rate Advance” means a Revolving Credit Advance, a Term A Advance, a Swing Line Advance, 2022 Incremental Term Advance, an Incremental Revolving Credit Advance or an Incremental Term Advance, in each case denominated in Dollars, that bears interest as provided in Section 2.08(a)(i).

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

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

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

“BKBM” means the New Zealand bank bill benchmark rate, or a comparable successor rate that is approved by the Agent, administered by New Zealand Benchmark Facility Limited and displayed on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time), at or about 10:45 a.m. (New Zealand time), on the Rate Determination Date with a term equivalent to the applicable Interest Period. In no event shall the BKBM be less than zero for purposes of this Agreement.

“BofA Securities” means BofA Securities, Inc. (or any of its designated affiliates).

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

“Borrower Representative” has the meaning specified in Section 2.21.

“Borrowers” has the meaning specified in the preamble to this Agreement.

“Borrowing” means a Revolving Credit Borrowing, a Term A Borrowing, a Sterling Term A Borrowing, a Swing Line Borrowing or an Incremental Borrowing, as applicable.

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, on which banks are open for business in the country of issue of the currency of such Term Rate Advance, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advance; provided, that, (i) if such day relates to any interest rate settings as to a Term Rate Advance denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Term Rate Advance, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Term Rate Advance, means a Business Day that is also a TARGET Day; (ii) if such day relates to any interest rate settings as to an Alternative Currency Daily Rate Advance denominated in Sterling, means a day other than a day banks are closed for general business in London because such day is a Saturday, Sunday or a legal holiday under the laws of the England and Wales; and (iii) if such day relates to any interest rate settings as to a Term Rate Advance denominated in JPY, means a day other than when banks are closed for general business in Japan; provided, further, that, if such day relates to any fundings, disbursements, settlements and payments in a currency other than Euro, Sterling, JPY and Dollars, in respect of an Advance in a Committed Currency or Alternative Currency denominated in a currency other than Euro, Sterling, JPY and Dollars or any other dealings in any currency other than Euro, Sterling, JPY and Dollars to be carried out pursuant to this Agreement in respect of any such Advance in a Committed Currency or Alternative Currency (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Canadian Pension Event” means (a) the termination in whole or in part of any Canadian Pension Plan that contains a defined benefit provision, (b) a material change in the funded status of a Canadian Pension Plan, (c) a material change in the contribution rates payable by the CDN Revolver Borrower to a Canadian Pension Plan, (d) the receipt by a Borrower of any notice concerning liability arising from the withdrawal or partial withdrawal of a Borrower or any other party from a Canadian Pension Plan, (e) the occurrence of an event under the Income Tax Act (Canada) that could reasonably be expected to affect the registered status of any Canadian Pension Plan, (f) the receipt by a Borrower of any order or notice of intention to issue an order from the applicable pension standards regulator or Canada Revenue Agency that could reasonably be expected to affect the registered status or cause the termination (in whole or in part) of any Canadian Pension Plan that contains a defined benefit provision, (g) the receipt of notice by the CDN Revolver Borrower from the administrator, the funding agent or any other person of any failure to remit contributions to a Canadian Pension Plan by the CDN Revolver Borrower, (h) the adoption of any amendment to a Canadian Pension Plan that would require the provision of security pursuant to applicable law, (i) the issuance of either any order (including an order to remit delinquent contributions) or charges that could reasonably be expected to give rise to the imposition of any material fines or penalties in respect of any Canadian Pension Plan against a Borrower or (j) any other event or condition with respect to a Canadian Pension Plan that could reasonably be expected to result in (i) a lien, (ii) any acceleration of any statutory requirements to fund all or a substantial portion of the unfunded liabilities of such plan, or (iii) any liability of a Borrower or a Restricted Subsidiary in excess of $85,000,000.

“Canadian Pension Plan” means any plan, program or arrangement that is a “registered pension plan” as defined in the Income Tax Act (Canada) or is subject to the funding requirements of applicable provincial or federal pension benefits standards legislation in any Canadian jurisdiction (but for greater certainty not including a registered retirement savings plan, supplemental employee retirement plan, retirement compensation arrangement, deferred profit sharing plan or similar plan or arrangement), which is sponsored, administered, maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Borrower or Restricted Subsidiary in respect of any person’s employment in Canada with any Borrower or Restricted Subsidiary, other than government sponsored plans.

“Capital Lease” means any lease of property which, in accordance with GAAP, would be required to be capitalized on the balance sheet of the lessee.

“Capital Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under a Lease of (or other agreement conveying the right to use) real and/or personal property, which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP; provided that obligations that are re-characterized as Capital Lease Obligations due to a change in GAAP after the Closing Date shall not be treated as Capital Lease Obligations for any purpose under this Agreement regardless of the time at which such obligation is incurred; provided further that obligations that are Capital Lease Obligations as of the Closing Date and are re-characterized as not constituting Capital Lease Obligations due to a change in GAAP after the Closing Date shall be treated as Capital Lease Obligations under this Agreement.

“Cash Collateralize” means, in respect of an obligation, provide and pledge (subject to a first priority perfected security interest) cash collateral in Dollars (or any other currency reasonably satisfactory to the Agent), at a location and pursuant to documentation in form and substance reasonably satisfactory to the Agent and the relevant Issuing Bank or Swing Line Bank, as the case may be (and “Cash Collateralization” shall have a meaning correlative to the foregoing).

“Cash Equivalents” means Investments in (a) direct obligations of, or obligations unconditionally guaranteed by, the United States of America, Canada, the Federal Government of Germany, the State of Japan, the United Kingdom, the Commonwealth of Australia or any agency or instrumentality thereof (provided that the full faith and credit of the applicable national Governmental Authority of such nation is pledged in support thereof), having maturities of less than one year; (b) time deposits, certificates of deposit and banker’s acceptances of any commercial bank having combined capital and surplus of not less than $500,000,000, whose short-term commercial paper rating from S&P is at least A-2 or from ▇▇▇▇▇’▇ is at least P-2 (each an “Approved Bank”) with maturities of not more than one year from the date of investment; (c) commercial paper issued by, or guaranteed by, an Approved Bank or by the parent company of an Approved Bank, or issued by, or guaranteed by, any company with a short-term debt rating of at least A-2 by S&P and P-2 by Moody’s, in each case maturing within one year from the date of investment; (d) repurchase agreements with a term of less than one year for underlying securities of the types described in clauses (b) and (c) entered into with an Approved Bank; (e) any money market fund that meets the requirements of Rule 2a-7(c)(2), (3) and (4) promulgated under the Investment Company Act of 1940, as amended; and (f) any other fund or funds making substantially all of their Investments in Investments of the kinds described in clauses (a) through (d) above.

“Cash Management Obligations” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of cash management services (including treasury, depository, overdraft (daylight and temporary), local currency revolving credit and working capital facilities, local currency letter of credit facilities, credit or debit card, electronic funds transfer and other cash management arrangements) provided by the Agent, any Lender or any Affiliate thereof at the time such Cash Management Obligations are entered into, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith to the extent provided for in the documents evidencing such cash management services.

“Cash on Hand” means, on any day, the amount of cash and Cash Equivalents of the Company and its Restricted Subsidiaries as set forth on the balance sheet of the Company as of such day (it being understood that such amount shall exclude in any event any cash and Cash Equivalents identified on such balance sheet as “restricted” (other than cash or Cash Equivalents which are subject to a perfected security interest under the Collateral Documents) or otherwise subject to a security interest in favor of any other Person (other than (i) security interests under the Collateral Documents, (ii) customary liens imposed by the applicable deposit bank in the ordinary course of business and (iii) any non-consensual security interests permitted by the Loan Documents)).

“CDN” means the lawful currency of Canada.

“CDN Revolver Borrower” has the meaning specified in the preamble to this Agreement.

“CDOR” means, on any day for a specified Interest Period, the Canadian Dealer Offered Rate, or a comparable or successor rate which rate is approved by the Agent, as published on the applicable Refinitiv Benchmark Services (UK) Limited screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) at or about 10:15 A.M. (Toronto, Ontario time) on the Rate Determination Date for a term equivalent to such Interest Period.

“Change of Control” means the occurrence of either of the following: (i) any “Person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), excluding an employee benefit or stock ownership plan of the Company, is or shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 40% or more on a fully diluted basis of the voting stock of the Company or shall have the right to elect a majority of the directors of the Company or (ii) during any six month period the board of directors of the Company shall cease to consist of a majority of Continuing Directors.

“Closing Date” means March 25, 2022.

“Closing Date Refinancing” has the meaning specified in the Preliminary Statements.

“CME” means CME Group Benchmark Administration Limited.

“Co-Documentation Agents” means (a) with respect to the Facilities established on the Closing Date, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, HSBC Securities (USA) Inc., Coöperatieve Rabobank U.A., New York Branch, Sumitomo Mitsui Banking Corporation and ▇▇▇▇▇ Fargo Bank, National Association and (b) with respect to the 2022 Incremental Term Facility, Banco Bilbao Vizcaya Argentaria, S.A., New York Branch and Truist Bank.

“Co-Syndication Agents” means (a) with respect to the Facilities established on the Closing Date, BNP Paribas, Citibank, N.A., Credit Agricole Corporate and Investment Bank, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd. and (b) with respect to the 2022 Incremental Term Facility, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., BNP Paribas, Credit Agricole Corporate and Investment Bank and Coöperatieve Rabobank U.A., New York Branch.

“Code of Banking Practice” means the Code of Banking Practice published by the Australian Bankers’ Association.

“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is under the terms of the Collateral Documents, subject to Liens in favor of the Agent for the benefit of the Secured Parties as security for the Secured Obligations.

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreements, each of the collateral assignments, security agreements, share pledge agreements or other similar agreements and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Agent for the benefit of the Secured Parties as security for the Secured Obligations, and each amendment, supplement, joinder or other modification to each of the aforementioned.

“Collateral Ratings Condition” means that, at the time of determination:

(a) the Company has received and maintains (i) a corporate credit rating of at least BBB- from S&P (with no negative outlook or negative watch); and (ii) either (A) a corporate family rating of at least Ba1 from Moody’s (with no negative outlook or negative watch), or (B) (x) a corporate credit rating of at least BB+ from Fitch (with no negative outlook or negative watch) and (y) any corporate family rating from Moody’s; or

(b) the Company has received and maintains (i) a corporate family rating of at least Baa3 from Moody’s (with no negative outlook or negative watch); and (ii) either (A) a corporate credit rating of at least BB+ from S&P (with no negative outlook or negative watch), or (B) (x) a corporate credit rating of at least BB+ from Fitch (with no negative outlook or negative watch) and (y) any corporate credit rating from S&P.

“Conforming Changes” means, with respect to any proposed Successor Rate or the use or implementation of any Alternative Currency Daily Rate, Daily Simple SOFR or Term Rate, any conforming changes to the definition of Base Rate, Interest Period, SOFR, Term SOFR, the Australian Bill Rate, CDOR, EURIBOR, the TIIE Rate, the BKBM, ▇▇▇▇▇, ▇▇▇▇▇, any other Relevant Rate, timing and frequency of determining rates and making payments of interest and other administrative or operational matters (including, for the avoidance of doubt, the definition of “Business Day”, “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Agent, to reflect the adoption of such Successor Rate and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such Successor Rate exists, in such other manner of administration as the Agent determines in consultation with the Company).

“Commitment” means a Revolving Credit Commitment, a Term Commitment, an Incremental Term Commitment (including a 2022 Incremental Term Commitment), an Incremental Revolving Credit Commitment or a Letter of Credit Commitment, as applicable.

“Commitment Fee” has the meaning specified in Section 2.05(a).

“Committed Currencies” means each Multicurrency Committed Currency and each Transpacific Committed Currency.

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

“Communication” means this Agreement, any other Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

“Company” has the meaning specified in the preamble to this Agreement.

“Compliance Certificate” has the meaning specified in Section 5.01(a)(iii).

“Consideration” means, in respect of any acquisition by a Loan Party of any Equity Interest in, or assets of, any Person, the sum of (without duplication): (a) the aggregate consideration payable by any or all Loan Parties in respect of such acquisition, including (without limitation) any consideration payable by any Loan Party in respect of such acquisition, any Indebtedness made available by any Loan Party to or incurred by any Loan Party for the account of such Person in connection with such acquisition, and any Indebtedness incurred or assumed by any Loan Party in connection with such acquisition; and (b) the aggregate amount of Indebtedness of such Person and/or its Subsidiaries that is outstanding (whether or not due and payable) as at the date of such acquisition or, if less, such portion thereof for which a Loan Party is directly responsible.

“Consolidated” refers to the consolidation of accounts in accordance with GAAP.

“Consolidated Assets” means, as of any date of determination, the total assets of the Company and its Restricted Subsidiaries as at such date determined on a Consolidated basis in accordance with GAAP.

“Consolidated Debt” means, as of any date of determination, all Indebtedness (other than Contingent Obligations) of the Company and its Restricted Subsidiaries determined on a Consolidated basis.

“Consolidated Interest Expense” means for any period, total interest expense (including amounts properly attributable to interest with respect to Capital Lease Obligations and amortization of debt discount and debt issuance costs) of the Company and its Restricted Subsidiaries on a Consolidated basis for such period.

“Consolidated Net Debt” means, as of any date of determination, Consolidated Debt less Cash on Hand.

“Consolidated Net Income” means, for any period, the net income (or loss) of the Company and its Restricted Subsidiaries for such period, determined on a Consolidated basis in accordance with GAAP; provided that Consolidated Net Income shall exclude (without duplication): (a) any gain or loss realized as a result of the cumulative effect of a change in accounting principles, (b) the net after-Tax effect of any gain or loss attributable to any foreign

currency hedging arrangements (including, without limitation, with respect to cross-currency swaps) or currency fluctuations, (c) the net after-Tax effect of any gains and losses from the early extinguishment of Indebtedness and obligations under Swap Contracts and extinguishment charges relating to upfront fees and original issue discount on Indebtedness, in each case during such period, and (d) fees, expenses and non-recurring charges related to the negotiation, execution and delivery of the Loan Documents and the transactions contemplated thereby.

“Consolidated Net Tangible Assets” means, as of any date of determination, the total assets less the sum of goodwill and other intangible assets, in each case reflected on the Consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter of such Person for which financial statements have been delivered to the Agent pursuant to clause (a)(i) or (a)(ii), as applicable, of Section 5.01, determined on a Consolidated basis.

“Consolidated Total Secured Indebtedness” means, as of any date of determination, the Consolidated Net Debt which is secured by any Lien on any property or assets of the Company or one or more of its Restricted Subsidiaries.

“Contingent Obligation” means, as to any Person, any obligation of such Person guaranteeing any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the amount such Person guarantees but in any event not more than the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Continuing Directors” means, as of any date of determination, any member of the board of directors of the Company who (1) was a member of such board of directors on the first day of the applicable six consecutive month period referenced in clause (ii) of the definition of “Change of Control” or (2) was nominated for election or elected to such board of directors with the approval of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“Convert”, “Conversion” and “Converted” each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.09 or 2.10.

“Corporations Act” means the Corporations ▇▇▇ ▇▇▇▇ (Cwlth) Australia.

“Corresponding Debt” has the meaning specified in Section 9.19.

“Covenant Ratings Condition” means that, at the time of determination, the Company has received and maintains corporate family/corporate credit ratings of at least BBB- and at least Baa3 from S&P and Moody’s, respectively (in each case, with no negative outlook or negative watch).

“Covenant Suspension Event” has the meaning specified in the last paragraph of Section 5.02.

“Cryovac” has the meaning specified in the preamble to this Agreement.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published on the Federal Reserve Bank of New York’s website (or any successor source) plus the applicable SOFR Adjustment; provided, that, with respect to Term A Loans and Revolving Loans, if Daily Simple SOFR determined in accordance with the foregoing would otherwise be less than 0.0%, Daily Simple SOFR shall be deemed 0.0% for purposes of this Agreement; provided, further, that if SOFR is not published prior to 11:00 a.m. New York time on such determination date, then SOFR for such determination date shall be SOFR as published on the first (1st) U.S. Government Securities Business Day immediately preceding such determination date. Any change in Daily Simple SOFR shall be effective from and including the date of such change without any further notice.

“Daily Simple SOFR Advance” means a Loan or an Advance that bears interest at a daily rate based on the definition of “Daily Simple SOFR” in an amount not less than the Daily Simple SOFR Borrowing Minimum or the Daily Simple SOFR Borrowing Multiple in excess thereof. All Daily Simple SOFR Loans shall be denominated in Dollars.

“Daily Simple SOFR Borrowing Minimum” means, in respect of Daily Simple SOFR Advances, $1,000,000.

“Daily Simple SOFR Borrowing Multiple” means, in respect of Daily Simple SOFR Advances, $500,000.

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

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

“Default Rate” has the meaning specified in Section 2.08(b).

“Defaulting Lender” means at any time, subject to Section 2.19(c), (i) any Lender that has failed for two or more Business Days to comply with its obligations under this Agreement to make an Advance (except if such failure is the result of a good faith dispute between such Lender and the Borrowers as to whether the Borrowers have failed to satisfy one or more conditions precedent to funding), make a payment to an Issuing Bank in respect of a Letter of Credit, make a payment to the Swing Line Bank in respect of a Swing Line Advance or make any other payment due hereunder (each, a “Funding Obligation”), (ii) any Lender that has notified the Agent, the Borrower, the Issuing Banks or the Swing Line Bank in writing, or has stated publicly, that it does not intend to comply with its Funding Obligations hereunder or under other agreements in which it commits to extend credit (unless such writing or public statement relates to such ▇▇▇▇▇▇’s obligation to fund an Advance hereunder or an advance or loan under such other agreement (as applicable) and states that such position is based on such ▇▇▇▇▇▇’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (iii) any Lender that has generally defaulted on its Funding Obligations under other loan agreements or credit agreements (except if such defaults are the result of good faith disputes between such Lender and the respective borrowers party thereto), (iv) any Lender that has, for three or more Business Days after written request of the Agent or the Company, failed to confirm in writing to the Agent and the Company that it will comply with its prospective Funding Obligations hereunder or under other agreements in which it commits to extend credit to any Borrower or any Affiliate of any Borrower (provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (iv) upon the Agent’s and the Company’s receipt of such written confirmation), (v) any Lender that becomes the subject of a Bail-In Action (or any Lender, the Parent Company of which becomes the subject of a Bail-In Action), or (vi) any Lender with respect to which a Lender Insolvency Event has occurred and is continuing with respect to such Lender or its Parent Company (provided, in each case, that neither the reallocation of Funding Obligations provided for in Section 2.19(b) as a result of a Lender’s being a Defaulting Lender nor the performance by Non-Defaulting Lenders of such reallocated Funding Obligations will by themselves cause the relevant Defaulting Lender to become a Non-Defaulting Lender). Any determination by the Agent that a Lender is a Defaulting Lender under any of clauses (i) through (v) above will be conclusive and binding absent manifest error, and such Lender will be deemed to be a Defaulting Lender (subject to Section 2.19(c)) upon notification of such determination by the Agent to the Company, the Issuing Banks, the Swing Line Bank and the Lenders.

“Designated Borrower” means any direct or indirect Wholly-Owned Subsidiary of the Company designated for borrowing privileges under this Agreement pursuant to Section 9.09.

“Designated Jurisdiction” means any country, territory or region to the extent that such country, territory or region itself is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, sublicense, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that the term “Disposition” specifically excludes (i) the sale, transfer, license, sublicense, lease or other disposition of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, (ii) the sale, transfer, license, sublicense, lease or other disposition of receivables, inventory and other current assets in the ordinary course of business, and (iii) the sale, transfer, license, sublicense, lease or other disposition of property by any Restricted Subsidiary to the Company or to another Restricted Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Company or a Guarantor.

“Disqualified Equity Interests” means Equity Interests of any Person that (a) by their terms or upon the occurrence of any event (other than as a result of a change of control, asset sale event or casualty or condemnation event so long as any rights of the holders thereof upon the occurrence of a change of control, asset sale event or casualty or condemnation event shall be subject to the prior repayment in full of all Advances and all other Obligations (other than Swap Obligations, Cash Management Obligations or contingent indemnification obligations and other Contingent Obligations) (i) are required to be redeemed or are redeemable at the option of the holder on or prior to the day that is 91 days after the Latest Scheduled Termination Date (determined as of the date of issuance of such Equity Interests), for consideration other than Qualified Equity Interests of such Person or (ii) convertible at the option of the holder into Disqualified Equity Interests of such Person or exchangeable for Indebtedness or (b) require (or permit at the option of the holder) the payment of any dividend, interest, sinking fund or other similar payment (other than the accrual of such obligations) on or prior to the day that is 91 days after the Latest Scheduled Termination Date (determined as of the date of issuance of such Equity Interests) (other than payments made solely in Qualified Equity Interests of such Person).

“Dollars” and the “$” sign each means lawful currency of the United States of America.

“Domestic Loan Party” means any Loan Party organized under the laws of the United States or any state thereof.

“Domestic Subsidiary” means any Subsidiary of the Company other than a Foreign Subsidiary.

“Dutch Civil Code” means the Dutch Civil Code (Burgerlijk Wetbock).

“EBITDA” for any period means the Consolidated Net Income (or loss) of the Company and its Restricted Subsidiaries for such period, adjusted by adding thereto (or subtracting in the case of a gain) the following amounts to the extent deducted or included, as applicable, and without duplication, when calculating Consolidated Net Income (a) Consolidated Interest Expense; (b) income taxes; (c) any extraordinary gains or losses, (d) gains or losses from sales of assets (other than from sales of inventory in the ordinary course of business), (e) all amortization of goodwill and other intangibles; (f) depreciation; (g) all non-cash contributions or accruals to or with respect to pension plans, deferred profit sharing or compensation plans;

(h) any non-cash gains or losses resulting from the cumulative effect of changes in accounting principles; (i) restructuring charges that are not paid in cash; (j) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Company and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Existing Sealed Air Notes; (k) commissions, fees and expenses paid in cash in connection with the repayment of any Indebtedness, any Permitted Acquisition, any Disposition, any incurrence of Indebtedness or any equity issuance; (l) non-cash charges resulting from accounting adjustments to goodwill or impairment and intangible charges in connection therewith; (m) any income or loss accounted for by the equity method of accounting (except in the case of income to the extent of the amount of cash dividends or cash distributions paid to the Company or any of its Subsidiaries by the entity accounted for by the equity method of accounting); (n) any non-cash expenses and charges (excluding non-cash charges that are accrued or reserved for cash charges in a future period), including any non-cash charges in connection with the re-measurement of assets due to currency devaluations; (o) restructuring charges paid in cash in an amount not to exceed, together with any amounts added to EBITDA pursuant to clause (u) below, 15.0% of the amount of EBITDA for such period (without giving effect to any adjustments pursuant to this clause (o) and clause (u) below) with respect to any EBITDA calculations made for each period ending at the end of any fiscal quarter thereafter; (p) any costs, expenses or charges in connection with the EPC Transactions; (q) the amount of any non-cash foreign currency losses attributable to intercompany loans, accounts receivable and accounts payable; (r) all retention, completion or transaction bonuses paid to key employees incurred in connection with any acquisition or other investment, or disposition of assets, whether or not such transaction is ultimately consummated; (s) fees, costs and expenses in connection with strategic initiatives, transition costs and other business optimization and information systems related fees costs and expenses (including non-recurring employee bonuses in connection therewith and the separation and eventual disposal of businesses or lines of business); (t) fees, costs and expenses with respect to Permitted Receivables Financings; (u) the amount of “run-rate” cost savings, operating expense reductions and other operating improvements and synergies reasonably identifiable and factually supportable relating to, and projected by the Borrowers in good faith to result from, actions taken or with respect to which substantial steps have been taken by Borrowers or any of their subsidiaries within 18 months after any asset sale, investment, asset disposition, operating improvement, merger, amalgamation or other business combination, acquisition, divestiture, restructuring and cost savings initiatives if consummated, in an aggregate amount not to exceed, together with any amounts added to EBITDA pursuant to clause (o) above, 15.0% of the amount of EBITDA for such period (without giving effect to any adjustments pursuant to this clause (u) and clause (o) above); and (v) expenses reimbursed by third parties (including through insurance and indemnity payments); provided that there shall be included in such determination for such period all such amounts attributable to any entity acquired during such period pursuant to an acquisition to the extent not subsequently sold or otherwise disposed of during such period for the portion of such period prior to such acquisition; provided, further that any amounts added to Consolidated Net Income pursuant to clause (g) above for any period shall be deducted from Consolidated Net Income for the period, if ever, in which such amounts are paid in cash by the Company or any of its Restricted Subsidiaries.

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

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

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

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

“Eligible Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; and (iii) any other Person approved by the Agent, each Issuing Bank and, unless an Event of Default under clause (a) or (e) of Section 6.01 has occurred and is continuing at the time any assignment is effected in accordance with Section 9.07, the Company, such approvals not to be unreasonably withheld or delayed; provided, however, that neither the Company nor any Affiliate of the Company shall qualify as an Eligible Assignee, except with respect to purchases of Loans by the Company made in accordance with the terms of Section 2.11(c) of this Agreement.

“EMU” means the Economic and Monetary Union as contemplated by the Treaty on European Union.

“Environmental Law” means any foreign, federal, state or local statute, law, rule, regulation, ordinance, code, policy or rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to the environment or Hazardous Materials.

“EPC Transactions” means the transactions related to the reorganization of the Company’s European operations to function under a centralized management and value chain model.

“Equity Interests” means, with respect to any Person, any of the shares, the shares of capital stock or equity quotas of (or other ownership or profit interests in) such Person, any of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock or equity quotas of (or other ownership or profit interests in) such Person, any of the securities convertible into or exchangeable for shares of capital stock or equity quotas of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares or equity quotas (or such other interests), and any of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, equity quotas, warrants, options, rights or other interests are outstanding on any date of determination.

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

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the controlled group of any Borrower, or under common control with any Borrower, within the meaning of Section 414 of the Internal Revenue Code.

“ESG” has the meaning specified in Section 2.23.

“ESG Amendment” has the meaning specified in Section 2.23.

“ESG Pricing Provisions” has the meaning specified in Section 2.23.

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

“EURIBOR” means the rate per annum equal to the Euro Interbank Offered Rate, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest Period.

“Euro” means the lawful currency of the European Monetary Union as constituted by the Treaty of Rome which established the European Community, as such treaty may be amended from time to time and as referred to in the EMU legislation.

“Euro Revolver Borrower” has the meaning specified in the preamble to this Agreement.

“European Insolvency Regulation” means the Council Regulation (EC) 2015/848 of 20 May 2015 on insolvency proceedings, as amended.

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

“Events of Loss” means, with respect to any property, any of the following: (a) any loss, destruction or damage of such property; (b) any pending institution of any proceedings for the condemnation or seizure of such property or for the exercise of any right of eminent domain; or (c) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property, or confiscation of such property or the requisition of the use of such property.

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

“Excluded Foreign Subsidiary” means (i) any Foreign Subsidiary and (ii) any Domestic Subsidiary that is directly or indirectly owned by one or more Foreign Subsidiaries.

“Excluded Swap Obligation” means, with respect to any Subsidiary Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (a “Swap”) if, and to the extent that, all or a portion of the Guaranty of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guaranty of such Subsidiary Guarantor, or the grant of such security interest, becomes effective with respect to such related Swap.

“Excluded Taxes” has the meaning specified in Section 2.15(a).

“Existing Credit Agreement” has the meaning specified in the Preliminary Statements.

“Existing Facilities” has the meaning specified in the Preliminary Statements.

“Existing Letters of Credit” means each of the irrevocable, standby letters of credit listed on Schedule 2.01(e) hereof.

“Existing Obligations” has the meaning specified in the Preliminary Statements.

“Existing Sealed Air Notes” means collectively, the 5.250% Senior Notes due April 2023, the 4.500% Senior Notes due September 2023, the 5.125% Senior Notes due December 2024, the 5.500% Senior Notes due September 2025, the 1.573% Senior Notes due October 2026, the 4.000% Senior Notes due December 2027 and the 6.875% Senior Notes due July 2033, in each case, issued by the Company.

“Facility” means the Term A Facility, the Sterling Term A Facility, the Transpacific Revolving Credit Facility, the Multicurrency Revolving Credit Facility, the Swing Line Facility, the 2022 Incremental Term Facility, or an Incremental Facility, if any, as applicable.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations or administrative guidance thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Internal Revenue Code.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Agent; provided, however, that if any applicable Federal Funds Rate determined pursuant hereto shall be a rate that is less than 0.0%, then such Federal Funds Rate shall be deemed to be 0.0% for all purposes under this Agreement.

“Fee Letter” means that certain Fee Letter, dated as of February 15, 2022, among BofA Securities, Bank of America and the Company.

“Financial Officer” means the chief financial officer, the controller or the treasurer of the Company.

“Fiscal Year” means a fiscal year of the Company ending on December 31.

“Fitch” means Fitch IBCA, Duff & ▇▇▇▇▇▇, a division of Fitch, Inc.

“Foreign Currency” means any Committed Currency (other than Dollars) or any Alternative Currency.

“Foreign Law Collateral Document” means each “Collateral Document” (as defined in, and established or maintained pursuant to, the Existing Credit Agreement) that is governed by, or made under, the Laws of a jurisdiction other than the United States of America, any state or territory thereof or any region or other subdivision thereof.

“Foreign Subsidiary” means (i) each Subsidiary of the Company not incorporated under the laws of the United States, any State thereof or the District of Columbia, (ii) each Subsidiary of the Company substantially all of the operations of which remain outside the United States and (iii) each other Subsidiary of the Company that has no material assets other than capital stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Internal Revenue Code and that are owned, directly or indirectly, wholly or in part, by the Company or a Domestic Subsidiary that is a “United States shareholder” with respect to such controlled foreign corporation within the meaning of Section 951(b) of the Internal Revenue Code.

“Foreign Subsidiary Guaranty” means that certain Foreign Subsidiary Guaranty, dated as of October 3, 2011, from the Foreign Subsidiaries from time to time party thereto as Guarantors in favor of the Applicable Secured Parties (as defined therein), as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“GAAP” has the meaning specified in Section 1.03.

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

“Group Members” means the Company and each of its direct and indirect Restricted Subsidiaries.

“Guaranteed Obligations” has the meaning specified in Section 7.01.

“Guarantors” means the Company and the Subsidiary Guarantors.

“Guaranty” means the guaranty contained in Article VII hereof, the Foreign Subsidiary Guaranty, the US Subsidiary Guaranty or any other guaranty agreement entered into by any Guarantor that is an entity organized outside of the United States of America pursuant to the terms of this Agreement.

“Hazardous Materials” means (a) any petrochemical or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; and (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “restricted hazardous materials,” “extremely hazardous wastes,” “restrictive hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants” or “pollutants,” or words of similar meaning and regulatory effect under any applicable Environmental Law.

“HMRC” has the meaning specified in Section 2.15(f).

“Immaterial Subsidiaries” means, all Subsidiaries identified by the Company as such, provided that (i) the aggregate value of assets of all such Subsidiaries does not exceed 15.0% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries as of the last day of the Fiscal Year of the Company most recently ended based on the consolidated balance sheet of the Company and its Restricted Subsidiaries, (ii) the aggregate EBITDA of all such Subsidiaries does not exceed 15.0% of consolidated EBITDA of the Company and its Restricted Subsidiaries for the Test Period ending on the last day of the Fiscal Year of the Company most recently ended, based on the consolidated financial statements of the Company and its Restricted Subsidiaries, (iii) the aggregate value of assets of any such Subsidiary does not exceed 5.0% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries as of the last day of the Fiscal Year of the Company most recently ended based on the consolidated balance sheet of the Company and its Restricted Subsidiaries and (iv) the EBITDA of any such Subsidiary does not exceed 5.0% of consolidated EBITDA of the Company and its Restricted Subsidiaries for the Test Period ending on the last day of the Fiscal Year of the Company most recently ended, based on the consolidated financial statements of the Company and its Restricted Subsidiaries.

“Increased Amount Date” has the meaning specified in Section 2.04(a).

“Incremental Advance” means an Incremental Revolving Credit Advance or an Incremental Term Advance, as applicable.

“Incremental Amount” means, at any time, an amount equal to (a) the remaining Incremental Fixed Amount at such time, plus (b) an amount such that, at the time of the incurrence of the applicable Incremental Facility, (i) at all times prior to the Optional Release Date and the satisfaction of the Optional Release Conditions, the Net Total Secured Leverage Ratio determined for the Test Period most recently ended for which the financial statements and Compliance Certificate delivered to the Agent under Section 5.01(a)(i) or (ii), and Section 5.01(a)(iii) hereof, most immediately preceding the date of such increase, on a Pro Forma Basis, after giving effect to such Incremental Term Advances or Incremental Revolving Credit Commitments, and the application of the proceeds therefrom on such date (and assuming that the entire aggregate principal amount of all Incremental Revolving Credit Commitments (both previously obtained and then-requested) have been borrowed), shall not be greater than 3.00:1:00 and (ii) at all times after the Optional Release Date and the satisfaction of the Optional Release Conditions, the Net Total Leverage Ratio determined for the Test Period most recently ended for which the financial statements and Compliance Certificate delivered to the Agent under Section 5.01(a)(i) or (ii), and Section 5.01(a)(iii) hereof, most immediately preceding the date of such increase, on a Pro Forma Basis, after giving effect to such Incremental Term Advances or Incremental Revolving Credit Commitments, and the application of the proceeds therefrom on such date (and assuming that the entire aggregate principal amount of all Incremental Revolving Credit Commitments being provided at such time have been borrowed), shall not be greater than 3.50:1:00, plus (c) the aggregate amount of all (i) voluntary prepayments of any Term Borrowings under the Term A Facility, the Sterling Term A Facility, any Incremental Term Facility established as a “term A” facility or any Incremental Notes (with, in the case of any prepayments made below par, such amount deemed not to exceed the actual cash purchase price of the Indebtedness prepaid) and (ii) any voluntary permanent commitment reductions under any Revolving Credit Facility or Incremental Revolving Credit Facility, in each case other than from the proceeds of long-term Indebtedness. It is understood and agreed that, for purposes of calculating the available Incremental Amount, amounts borrowed pursuant to the Incremental Fixed Amount shall be disregarded when calculating the financial ratios in clause (b)(ii) of this definition in connection with any substantially concurrent incurrence in reliance on such ratios. Unless the applicable Borrower elects otherwise, each Incremental Facility shall be deemed incurred first under clause (b) above to the extent permitted, with the balance incurred under the Incremental Fixed Amount.

“Incremental Assumption Agreement” means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Agent, among the Borrower requesting such Incremental Term Commitments or Incremental Revolving Credit Commitments, as the case may be, the Agent and one or more Incremental Term Lenders and/or Incremental Revolving Lenders (including the 2022 Incremental Term Amendment Agreement).

“Incremental Borrowing” means a borrowing consisting of either simultaneous Incremental Term Advances or Incremental Revolving Credit Advances of the same Type and, in the case of Term Rate Advances and ▇▇▇▇ ▇▇▇▇ Advances, having the same Interest Period.

“Incremental Facility” means an Incremental Term Facility (including the 2022 Incremental Term Facility) or an Incremental Revolving Credit Facility, as applicable.

“Incremental Fixed Amount” means, at any time, the excess, if any, of (a) the greater of (i) $1,200,000,000 (or the Equivalent thereof) and (ii) 100% of Consolidated EBITDA, on a Pro Forma Basis, for the 12-month period ended as of the end of the most recently ended fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a)(i) or 5.01(a)(ii) minus (b) the aggregate principal amount of all Incremental Term Commitments, Incremental Revolving Credit Commitments and Incremental Notes issued or established prior to such time pursuant to Section 2.04 in reliance on such Incremental Fixed Amount.

“Incremental Lender” means an Incremental Term Lender (including a 2022 Incremental Term Lender) or an Incremental Revolving Lender, as applicable.

“Incremental Notes” has the meaning specified in Section 2.04(e)(i).

“Incremental Revolving Credit Advances” means Revolving Credit Advances made by one or more Incremental Revolving Lenders to the Borrowers pursuant to Section 2.01(f). Incremental Revolving Credit Advances may be made in the form of additional Revolving Credit Advances or, to the extent permitted by Section 2.04 and provided for in the relevant Incremental Assumption Agreement, as Other Revolving Credit Advances.

“Incremental Revolving Credit Commitment” means the commitment of any Incremental Revolving Lender, established pursuant to Section 2.04, to make Incremental Revolving Credit Advances to the Borrowers.

“Incremental Revolving Credit Facility” means, at any time, the aggregate principal amount of the Incremental Revolving Credit Advances of all Incremental Revolving Lenders outstanding at such time.

“Incremental Revolving Lender” means any bank, financial institution or other investor with an Incremental Revolving Credit Commitment or an outstanding Incremental Revolving Credit Advance.

“Incremental Term Advances” means Term Advances made by one or more Incremental Term Lenders to the Borrowers pursuant to Section 2.01(f) (including any 2022 Incremental Term Advance). Incremental Term Advances may be made in the form of, to the extent permitted by Section 2.04 and provided for in the relevant Incremental Assumption Agreement, Other Term Advances.

“Incremental Term Borrowing” means a borrowing consisting of Incremental Term Advances of the same Type and, in the case of Term Rate Advances, having the same Interest Period (including a 2022 Incremental Term Borrowing).

“Incremental Term Commitment” means the commitment of any Incremental Term Lender, established pursuant to Section 2.04, to make Incremental Term Advances to the Borrowers (including a 2022 Incremental Term Commitment).

“Incremental Term Facility” means, at any time, the aggregate principal amount of the Incremental Term Advances of all Incremental Term Lenders outstanding at such time (including the 2022 Incremental Term Facility).

“Incremental Term Lender” means any bank, financial institution or other investor with an Incremental Term Commitment or an outstanding Incremental Term Advance (including a 2022 Incremental Term Lender).

“Indebtedness” of any Person means, at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services (except (A) trade accounts payable and accrued expenses arising in the ordinary course of business, (B) any earn-out obligation until such obligation shall have become a liability on the balance sheet of such Person in accordance with GAAP, and (C) obligations of a 60 day or less duration, and which are not overdue, resulting from take-or-pay contracts entered into in the ordinary course of business) to the extent such amounts would in accordance with GAAP be recorded as debt on a balance sheet of such Person, (iv) all Capital Lease Obligations, (v) all non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit (other than letters of credit which secure obligations in respect of trade payables or other letters of credit not securing Indebtedness, unless such reimbursement obligation remains unsatisfied for more than 3 Business Days), (vi) all Indebtedness secured by a Lien on any asset of such Person, whether or not such Indebtedness is otherwise an obligation of such Person, and (vii) all Contingent Obligations of such Person in respect of Indebtedness of the types described in the preceding clauses (i) through (vi) minus the portion of such Contingent Obligation which is secured by a letter of credit naming such Person as beneficiary issued by a bank which, at the time of the issuance (or any renewal or extension) of such letter of credit has a long-term senior unsecured indebtedness rating of at least A by S&P or A2 by Moody’s.

“Indemnified Costs” has the meaning specified in Section 8.05(a).

“Indemnified Party” has the meaning specified in Section 9.04(b).

“Indemnified Taxes” has the meaning specified in Section 2.15(a).

“Information” has the meaning specified in Section 9.08.

“Initial Issuing Banks” has the meaning specified in the preamble to this Agreement.

“Initial Lenders” has the meaning specified in the preamble to this Agreement.

“Insolvent” means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insufficiency” means, with respect to any Plan, the amount, if any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA.

“Insurance and Condemnation Event” means the receipt by the Company or any of its Restricted Subsidiaries of any cash proceeds payable by reason of condemnation, theft, loss, physical destruction or damage, taking or similar event (or series of related events) with respect to any of their respective property or assets.

“Intellectual Property Security Agreement” means the Trademark Security Agreements (as defined in the Security Agreement), the Copyright Security Agreements (as defined in the Security Agreement) and the Patent Security Agreements (as defined in the Security Agreement).

“Intercreditor Agreement” means the Intercreditor Agreement, dated as October 3, 2011, made by and among the Agent and the Lenders party thereto and deemed party thereto, as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Interest Coverage Ratio” means, as of any date of determination, the ratio of EBITDA to Consolidated Interest Expense for the Test Period most recently ended for which the financial statements and Compliance Certificate delivered to the Agent under Section 5.01(a)(i) or (ii), and Section 5.01(a)(iii).

“Interest Period” means, for each Term Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Term Rate Advance or the date of the Conversion of any Base Rate Advance into such Term Rate Advance and ending on the last day of the period selected by the applicable Borrower requesting such Borrowing pursuant to the provisions below and, thereafter, with respect to Term Rate Advances, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below. The duration of each such Interest Period shall (i) for a Term Rate Advance that is not denominated in CDN or Pesos be one, three or six months, and subject to clause (c) of this definition, twelve months (in each case, subject to availability for the interest rate applicable to the relevant currency), (ii) for a Term Rate Advance denominated in CDN be one or three months, and (iii) for a Term Rate Advance denominated in Pesos be 28 or 91 days (or 182 days if consented by all Transpacific Revolving Lenders), in each case as the Borrower requesting the Borrowing may, upon notice to the Agent, which may be given by telephone or by Notice of Borrowing (provided, that any telephonic notice must be promptly confirmed by delivery to the Agent of a Notice of Borrowing) not later than 12:00 P.M. (New York City time) on the fourth Business Day prior to the first day of such Interest Period, select; provided, however, that:

(a) such Borrower may not select any Interest Period that ends after the date set forth in clause (a)(i), clause (b) or clause (c) of the definition of “Termination Date” that is applicable to any such Term Rate Advance;

(b) Interest Periods commencing on the same date for Term Rate Advances in the same currency and comprising part of the same Borrowing shall be of the same duration;

(c) in the case of any such Borrowing, such Borrower shall not be entitled to select an Interest Period having duration of twelve months (or 182 days in the case of a Term Rate Advance denominated in Pesos) unless, by 2:00 P.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, each Lender under the applicable Facility notifies the Agent that such Lender will be providing funding for such Borrowing with such Interest Period (the failure of any Lender to so respond by such time being deemed for all purposes of this Agreement as an objection by such Lender to the requested duration of such Interest Period); provided that, if any or all of the Lenders under the applicable Facility object to the requested duration of such Interest Period, the duration of the Interest Period for such Borrowing shall be one, two, three or six months (or, in the case of a Term Rate Advance denominated in Pesos, 28 days or 91 days), in each case as specified by such Borrower requesting such Borrowing in the applicable Notice of Borrowing as the desired alternative Interest Period;

(d) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(e) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Except as otherwise specified, section references to the Internal Revenue Code are to the Internal Revenue Code as in effect at the date of this Agreement.

“Investment” means, as to any Person, any loan or advance to such Person, any purchase or other acquisition of any Equity Interest or Indebtedness or the assets comprising a division or business unit or a substantial part of all of the business of such Person, any capital contribution to such Person or any other direct or indirect investment in such Person, including, without limitation, any acquisition by way of a merger, amalgamation or consolidation (or similar transaction) and any arrangement pursuant to which the investor incurs Indebtedness of the types referred to in clause (vi) or (vii) of the definition of “Indebtedness” in respect of such Person.

“IP Rights” has the meaning specified in Section 4.01(s).

“Issuing Bank” means an Initial Issuing Bank or any Eligible Assignee that has Multicurrency Revolving Credit Commitments and to which a portion of the Letter of Credit Commitment hereunder has been assigned pursuant to Section 9.07 so long as such Eligible Assignee expressly agrees to 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 an Issuing Bank and notifies the Agent of its Applicable Lending Office (which information shall be recorded by the Agent in the Register), for so long as the Initial Issuing Bank or Eligible Assignee, as the case may be, shall have a Letter of Credit Commitment.

“Japanese Loan Parties” means each Loan Party incorporated in Japan.

“Joint Bookrunners” means (a) with respect to the Facilities established on the Closing Date, BofA Securities and, BNP Paribas, Citibank, N.A., Credit Agricole Corporate and Investment Bank, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd. and (b) with respect to the 2022 Incremental Term Facility, BofA Securities, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd.

“Joint Lead Arrangers” means (a) with respect to the Facilities established on the Closing Date, BofA Securities, BNP Paribas, Citibank, N.A., Credit Agricole Corporate and Investment Bank, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd. and (b) with respect to the 2022 Incremental Term Facility, BofA Securities, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd.

“JPY” means the lawful currency of Japan.

“JPY Revolver Borrower” has the meaning specified in the preamble to this Agreement.

“Judgment Currency” has the meaning specified in Section 9.12.

“Key Performance Indicators” has the meaning specified in Section 2.23.

“Laminar” has the meaning given to it in the 2022 Incremental Term Amendment Agreement.

“L/C Cash Deposit Account” means an interest bearing cash deposit account to be established and maintained by the Agent, over which the Agent shall have sole dominion and control, upon terms as may be reasonably satisfactory to the Agent.

“L/C Exposure” means, at any time, the sum of (a) the aggregate Available Amount of all outstanding Letters of Credit at such time (for the avoidance of doubt, less any Unpaid Drawings) plus (b) the aggregate amount of all disbursements under Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time (collectively, the “Unpaid Drawings”). The L/C Exposure of any Multicurrency Revolving Lender at any time shall be its Ratable Share of the total L/C Exposure at such time, as may be adjusted in accordance with Section 2.19.

“L/C Related Documents” has the meaning specified in Section 2.07(f)(i).

“Latest Scheduled Term Loan Termination Date” means, as of any date of determination, the latest scheduled “Termination Date” that is applicable to any Term Facility under clauses (b), (c) and (d) of the definition of “Termination Date”.

“Latest Scheduled Termination Date” means, as of any date of determination, the latest scheduled “Termination Date” that is applicable to any Facility under clauses (a)(i), (b), (c) and (d) of the definition of “Termination Date”.

“Law” means, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

“LCA Election” has the meaning specified in Section 1.14.

“LCA Test Date” has the meaning specified in Section 1.14.

“Leased Property” has the meaning specified in Section 4.01(c)(ii).

“Leases” means leases and subleases (excluding Capital Lease Obligations) and licenses to use property.

“Lender Insolvency Event” means that (i) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Lender Recipient Party” or “Lender Party” means, collectively, the Lenders, the Swing Line Bank and the Issuing Banks.

“Lenders” means the Initial Lenders, the Revolving Lenders, the Term Lenders, the Issuing Banks, the Swing Line Bank and each Person that shall become a party hereto pursuant to Section 2.04 or Section 9.07.

“Letter of Credit” has the meaning specified in Section 2.01(e).

“Letter of Credit Agreement” has the meaning specified in Section 2.03(a).

“Letter of Credit Commitment” means, with respect to each Issuing Bank, the obligation of such Issuing Bank to issue Letters of Credit for the account of any Multicurrency Revolver Borrower in (a) the amount set forth opposite such Issuing Bank’s name on Schedule I hereto under the caption “Letter of Credit Commitment”, or (b) if such Issuing Bank has entered into one or more Assignment and Acceptances, the amount set forth for such Issuing Bank in the Register maintained by the Agent pursuant to Section 9.07(d) as such Issuing Bank’s “Letter of Credit Commitment”, in each case as such amount may be reduced prior to such time pursuant to Section 2.06.

“Letter of Credit Sublimit” means, at any time, an amount equal to $100,000,000, as such amount may be reduced at or prior to such time pursuant Section 2.06. The Letter of Credit Sublimit is part of, and not in addition to, the Multicurrency Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), hypothec or other security interest of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Capital Lease); provided that in no event shall any operating lease be deemed to be a Lien.

“Limited Condition Acquisition” means any Permitted Acquisition or any similar Permitted Investment, in one transaction or a series of related transactions, in the Equity Interests in or assets of any Person, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“Liquidity Structures” means the Company’s and its Subsidiaries’ current and future multi-currency notional pool, Euro cash pool and various cash concentration and netting arrangements used to provide working capital intercompany funding; provided that, the sum of (a) the aggregate outstanding amount of obligations to Domestic Loan Parties from Subsidiaries which are not Domestic Loan Parties under all Liquidity Structures (net of the aggregate outstanding obligations under all Liquidity Structures of Domestic Loan Parties to Subsidiaries which are not Domestic Loan Parties) and (b) the aggregate amount of other Investments by Domestic Loan Parties to Subsidiaries which are not Domestic Loan Parties (net of the aggregate other Investments to Domestic Loan Parties by Subsidiaries which are not Domestic Loan Parties), shall not exceed $75,000,000.

“Liquidity Test Amount” means, as of any date of determination, the sum of (i) the aggregate amount of the unrestricted, domestic cash on hand of the Company and the other domestic Loan Parties as of such date, (ii) the amount of commitments available to be drawn under the Transpacific Revolving Credit Facility and the Multicurrency Revolving Credit Facility as of such date, and (iii) the aggregate amount of commitments available to be drawn under each Permitted Receivables Financing.

“Liquidity Test Compliant” means that, as of any date of determination, the Liquidity Test Amount equals or exceeds $250 million.

“Loan” has the meaning specified in the definition of “Advance”.

“Loan Documents” means this Agreement, the Notes, the Collateral Documents, each Reaffirmation Agreement, any Letter of Credit (except as to Section 9.01), the Fee Letter (except as to Section 9.01), the 2022 Incremental Term Amendment Agreement, any Incremental Assumption Agreement and the Subsidiary Guaranties.

“Loan Parties” means each Borrower and each Subsidiary Guarantor.

“Lux Revolver Borrower” has the meaning specified in the preamble to this Agreement.

“Luxembourg” means the Grand Duchy of Luxembourg.

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

“Material Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, division, product line or line of business, or (ii) all or substantially all of the common stock or other Equity Interests of a Person, and (b) involves the payment of consideration (including the aggregate principal amount of any Indebtedness that is assumed by the Company or any Subsidiary following such acquisition) by the Company and its Subsidiaries that, together with all consideration paid in connection with all other acquisitions of property in any 12-month period, exceeds $500,000,000 (including the value of any Equity Interests of the Company or any of its Subsidiaries used as consideration in any such transaction).

“Material Adverse Effect” means a material adverse effect on (a) the business, assets or financial condition or results of operations of the Company and its Restricted Subsidiaries taken as a whole, (b) the rights and remedies of the Agent or any Lender under this Agreement or any other Loan Document or (c) the ability of any Borrower or the Loan Parties, taken as a whole, to perform their obligations under this Agreement or any other Loan Document.

“Material Subsidiary” means any Subsidiary that is not an Immaterial Subsidiary.

“Mexican Revolver Borrower” has the meaning specified in the preamble to this Agreement.

“Mexico” means the United Mexican States.

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

“Multicurrency Committed Currency” means (i) AU$ available to be drawn by the Australian Revolver Borrowers, (ii) Euros available to be drawn by the Lux Revolver Borrower and the Euro Revolver Borrower, (iii) CDN available to be drawn by the CDN Revolver Borrower and the Multicurrency US Revolver Borrowers, (iv) Dollars and Euros available to be drawn by the Multicurrency US Revolver Borrowers and (v) Sterling available to drawn by the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

“Multicurrency Revolver Borrower” means any of the Multicurrency US Revolver Borrowers, the Sterling Borrower, the CDN Revolver Borrower, the Lux Revolver Borrower, the Euro Revolver Borrower, or the Australian Revolver Borrowers, as the context may require.

“Multicurrency Revolving Credit Advance” means an Advance by a Multicurrency Revolving Lender to any Multicurrency Revolver Borrower as part of a Multicurrency Revolving Credit Borrowing and refers to a Base Rate Advance, a Term Rate Advance, a Daily Simple SOFR Advance or an Alternative Currency Daily Rate Advance.

“Multicurrency Revolving Credit Borrowing” means a borrowing consisting of simultaneous Multicurrency Revolving Credit Advances of the same Type made by each of the Multicurrency Revolving Lenders pursuant to Section 2.01(c)(ii).

“Multicurrency Revolving Credit Commitment” means as to any Multicurrency Revolving Lender, the commitment of such Multicurrency Revolving Lender to make Multicurrency Revolving Credit Advances and/or to acquire participations in Letters of Credit and Swing Line Advances hereunder, denominated in a Multicurrency Committed Currency, as such commitment may be (a) reduced from time to time in accordance with the terms of this Agreement and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to any Assignment and Acceptance. The initial amount of the Multicurrency Revolving Credit Commitment of each Multicurrency Revolving Lender party hereto on the date of this Agreement is set forth on Schedule I, and the initial amount of the Multicurrency Revolving Credit Commitment of each Multicurrency Revolving Lender becoming party hereto after the date of this Agreement shall be as set forth in the Assignment and Acceptance pursuant to which such Lender becomes party hereto.

“Multicurrency Revolving Credit Facility” means, at any time, the aggregate amount of the Multicurrency Revolving Lenders’ Multicurrency Revolving Credit Commitments at such time.

“Multicurrency Revolving Exposure” means, with respect to any Multicurrency Revolving Lender at any time, the sum of the aggregate outstanding principal amount of such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Advances and its L/C Exposure under the Multicurrency Revolving Credit Facility and Swing Line Exposure at such time; provided that for such purpose, the outstanding principal amount of any Multicurrency Revolving Credit Advance shall be deemed to be equal to the Equivalent in Dollars of such Multicurrency Revolving Credit Advance as at such time.

“Multicurrency Revolving Lender” means any Lender that has a Multicurrency Revolving Credit Commitment or a Multicurrency Revolving Exposure.

“Multicurrency US Revolver Borrowers” means the Company, Sealed Air US and Cryovac.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Borrower or any ERISA Affiliate and at least one Person other than the Borrowers and the ERISA Affiliates or (b) was so maintained and in respect of which any Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Net Cash Proceeds” means, as applicable:

(a) with respect to any Asset Disposition, or any Insurance and Condemnation Event, the gross cash proceeds received by the Company or any of its Restricted Subsidiaries therefrom less the sum of the following, without duplication: (i) selling expenses incurred in connection with such Asset Disposition (including reasonable brokers’ fees and commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes and the Company’s reasonable good faith estimate of income taxes paid or payable in connection with such sale), (ii) the principal amount, premium or penalty, if any, interest and other amounts on any debt secured by a Lien having priority to the Lien of the Agent on the assets (or a portion thereof) sold in such Asset Disposition, or subject to such Insurance and Condemnation Event, which debt is repaid with such proceeds, (iii) reasonable reserves with respect to post-closing adjustments, indemnities and other contingent liabilities established in connection with such Asset Disposition (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (iv) the Company’s reasonable good faith estimate of cash payments required to be made within 180 days of such Asset Disposition or Insurance and Condemnation Event, as applicable, with respect to retained liabilities directly related to the assets (or a portion thereof) sold or lost in such Asset Disposition or Insurance and Condemnation Event (provided that, to the extent that cash proceeds are not used to make payments in respect of such retained liabilities within 180 days of such Asset Disposition, such cash proceeds shall constitute Net Cash Proceeds), and (v) the pro rata portion of the gross proceeds attributable to minority interests and not available for distribution to or for the account of the Company or a Wholly-Owned Restricted Subsidiary as a result thereof; and

(b) with respect to any issuance of debt for borrowed money, the gross cash proceeds received by the Company or any of its Subsidiaries therefrom less all legal, underwriting, selling, issuance and other fees and expenses incurred in connection therewith.

“Net Total Leverage Ratio” means, as of any date of determination, the ratio of Consolidated Net Debt as of such date to Consolidated EBITDA for the Test Period most recently ended.

“Net Total Secured Leverage Ratio” means, as of any date of determination, the ratio of Consolidated Total Secured Indebtedness as of such date to Consolidated EBITDA for the Test Period most recently ended.

“New Zealand Revolver Borrower” has the meaning specified in the preamble to this Agreement.

“New Zealand PPSA” means the Personal Property Securities ▇▇▇ ▇▇▇▇ (New Zealand).

“Non-Consenting Lender” has the meaning specified in Section 2.20(c).

“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.

“Non-U.S. Lender” has the meaning specified in Section 2.15(e)(i).

“Note” means a Term Note, a Revolving Credit Note or any promissory note made in favor of an Incremental Lender evidencing Incremental Term Advances or the aggregate indebtedness resulting from the Incremental Revolving Credit Advances made by such Incremental Lender, as applicable.

“Notice of Borrowing” means a notice of (a) a Term Borrowing or a Revolving Credit Borrowing, (b) a Conversion or (c) a continuation of Term Rate Advances or TIIE Rate Advances, which shall be in substantially the form of Exhibit C-1 hereto or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“Notice of Issuance” has the meaning specified in Section 2.03(a).

“Notice of Swing Line Borrowing” means a notice of Swing Line Borrowing delivered pursuant to Section 2.02(b), which shall be substantially in the form of Exhibit C-2 hereto, or such other form as approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“NZD” means the lawful currency of New Zealand.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Advance or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that, as to any Subsidiary Guarantor, the “Obligations” thereof shall exclude any Excluded Swap Obligations.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Offshore Associate” means an Associate which (a) is a non-resident of Australia and does not become a Lender or receive a payment in carrying on a business in Australia at or through a permanent establishment of the Associate in Australia or (b) which is a resident of Australia and which becomes a Lender or receives a payment in carrying on a business in a country outside Australia at or through a permanent establishment of the Associate in that country, which in either case does not become a Lender and receive payment in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered scheme.

“Optional Release Conditions” has the meaning specified in Section 9.17.

“Optional Release Date” has the meaning specified in Section 9.17(a).

“Other Revolving Credit Advances” has the meaning specified in Section 2.04(a).

“Other Tax Returns” has the meaning specified in Section 4.01(h)(i).

“Other Taxes” has the meaning specified in Section 2.15(b).

“Other Term Advances” has the meaning specified in Section 2.04(a).

“Owned Property” has the meaning specified in Section 4.01(c)(i).

“Parallel Debt” has the meaning specified in Section 9.19.

“Parent Company” means, with respect to a Lender, (i) the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender or (ii) any other Person controlling such Lender.

“Participant” has the meaning specified in Section 9.07(j).

“Participant Register” has the meaning specified in Section 9.07(j)(vi).

“Patriot Act” means the USA Patriot Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)).

“Payment Office” means, with respect to any currency, the Agent’s address or such other address or account with respect to such currency as the Agent may from time to time notify to the Company and the Lenders.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA or any successor thereto.

“Permitted Acquisition” means any acquisition by the Company or any of its Restricted Subsidiaries, whether by purchase, merger, amalgamation or otherwise, of assets of, or the Equity Interests of, or a business line or unit or a division of, any Person; provided,

(i) subject to Section 1.15 with respect to any Limited Condition Acquisition, immediately prior to, and after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom;

(ii) subject to Section 1.15 with respect to any Limited Condition Acquisition, the Company shall be in compliance with the financial covenant set forth in Section 5.03 on a Pro Forma Basis after giving effect to such acquisition (such Pro Forma Basis to include, in the Company’s discretion, a reasonable estimate of savings resulting from any such acquisition (i) that have been realized, (ii) for which the steps necessary for realization have been taken; or (iii) for which the steps necessary for realization are reasonably expected to be taken with 12 months of the date of such acquisition, in each case, certified by the Company); and

(iii) the Company, the applicable Loan Parties and each newly-acquired Subsidiary (other than any newly-acquired Subsidiary designated as an Unrestricted Subsidiary) shall comply with the collateral and guaranty requirements of Section 5.01(h).

“Permitted Investments” means Investments permitted pursuant to Section 5.02(d).

“Permitted Liens” means, with respect to any Person:

(a) (i) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or other social security legislation, and deposits securing liability to insurance carriers under related insurance or self-insurance arrangements, (ii) Liens incurred in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies related to the items specified in the foregoing clause (i), or (iii) obligations in respect of letters of credit or bank guarantees that have been posted by such Person to support the payment of the items set forth in clauses (i) and (ii) of this clause (a);

(b) (i) deposits to secure the performance of bids, tenders, contracts (other than for borrowed money) or Leases to which such Person is a party, (ii) deposits to secure public or statutory obligations of such Person, surety and appeal bonds, performance bonds and other obligations of a like nature, (iii) deposits as security for contested taxes or import duties or for the payment of rent, and (iv) obligations in respect of letters of credit or bank guarantees that have been posted by such Person to support the payment of items set forth in clauses (i) and (ii) of this clause (b);

(c) Liens consisting of pledges or deposits of cash or securities made by such Person as a condition to obtaining or maintaining any licenses issued to it by, or to satisfy other similar requirements of, any applicable Governmental Authority, or to secure the performance of obligations of any Loan Party pursuant to the requirements of Environmental Laws to which any assets of such Loan Party are subject;

(d) Liens imposed by law, such as (i) carriers’, warehousemen’s and mechanics’ materialmen’s, landlords’, or repairmen’s Liens, or (ii) other like Liens arising in the ordinary course of business securing obligations which are not overdue by more than 60 days or which if more than 60 days overdue, the period of grace, if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings; provided that a reserve or other appropriate provision shall have been made therefor as appropriate in accordance with GAAP.

(e) Liens arising out of judgments or awards not constituting an Event of Default;

(f) Liens for property taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings (and as to which all foreclosures and other enforcement proceedings shall have been fully bonded or otherwise effectively stayed);

(g) survey exceptions, encumbrances, easements or reservations of, or rights of others for rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or other restrictions or encumbrances as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with and do not secure Indebtedness and do not in the aggregate materially impair the use of such real property for the purpose for which it is held or materially interfere with the ordinary operation of the business of such Person;

(h) any zoning, building or similar laws, ordinances or rights reserved to or vested in any Governmental Authority, which are not violated in any material respect by existing improvements or the present use of real property;

(i) Liens granted by any Loan Party to a landlord to secure the payment of arrears of rent in respect of leased properties in the Province of Québec leased from such landlord, provided that such Lien is limited to the assets located at or about such leased properties;

(j) Liens for taxes, assessments, charges or other governmental levies not overdue by more than 60 days or which if more than 60 days overdue, the period of grace, if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings; provided that a reserve or other appropriate provision shall have been made therefor as appropriate in accordance with GAAP;

(k) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set off or similar rights and remedies covering deposit or securities accounts (such covered accounts to include, for the avoidance of doubt, Liquidity Structures, related zero balance accounts and other pooling and netting arrangements), the funds or other assets credited to such accounts or other funds maintained with a depository institution or securities intermediary;

(l) restrictions on transfers of securities imposed by applicable securities laws;

(m) (i) any interest or title of a lessor, licensor or sublessor under any Lease, license or sublease entered into by such Person in the ordinary course of its business and covering only the assets so leased, licensed or subleased that do not materially detract from the value of such assets or interfere with the ordinary conduct of the business conducted and proposed to be conducted regarding such asset and (ii) the rights reserved or vested in any other Person by the terms of any Lease, license, franchise, grant or permit held by such Person or by a statutory provision to terminate any such Lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof;

(n) assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any Lease and Liens or rights reserved in any Lease for rent or for compliance with the terms of such Lease;

(o) Liens arising from precautionary UCC financing statement filings (or similar filings under applicable law) regarding Leases entered into by such Person in the ordinary course of business;

(p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by such Person in the ordinary course of business not prohibited by this Agreement;

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

(r) ground leases or subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by the Company or any of its Restricted Subsidiaries are located;

(s) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under any lease, sublease, license or sublicense permitted by this Agreement;

(t) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit or bankers’ acceptance issued or created for the account of the Company or any of its Restricted Subsidiaries;

(u) any Liens arising under article 24 and 25 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇);

(v) any security that is created or provided by (i) a PPS lease (as defined in the Australian PPSA), or a lease for a term of more than one year (as defined in the New Zealand PPSA) in respect of which the relevant Group Member is the lessee or bailee; (ii) a commercial consignment (as defined in the Australian PPSA or the New Zealand PPSA) in respect of which the relevant Group Member is consignee or (iii) a transfer or purchase of an account or chattel paper (in each case as defined in the Australian PPSA) or account receivable or chattel paper (in each case as defined in the New Zealand PPSA) in respect of which the relevant Group Member is transferor or vendor, provided that, in each case, such security does not secure payment or performance of an obligation and such lease, commercial consignment, transfer or purchase is otherwise permitted under the terms of the Loan Documents;

(w) any Lien arising under the general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom any Group Member maintains a banking relationship in the ordinary course of business, and any Lien arising under customary extended retention of title arrangements (verlängerter Eigentumsvorbehalt) in the ordinary course of business and trading;

(x) any Lien given in order to comply with the requirements of Section 8a of the German Altersteilzeitgesetz (Act on Partial Retirement) and of Section 7e of the German Sozialgesetzbuch IV (Social Security Code);

(y) the rights reserved to or vested in Canadian Governmental Authorities by statutory provisions or by the terms of leases, licenses, franchises, grants or permits, which affect any land, to terminate the leases, licenses, franchises, grants or permits or to require annual or other periodic payments as a condition of the continuance thereof; and

(z) Liens or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants affecting the use to which lands may be put; provided that such Liens or covenants do not materially and adversely affect the use of the lands by any Loan Party.

“Permitted Receivables Financing” means any customary non-recourse accounts receivable financing facility (including customary back-to-back intercompany arrangements in respect thereof), to the extent that there is no recourse by any Person that is not a Loan Party to any Loan Party (except with respect to customary indemnification obligations, and customary recourse arising from breach of representations, under such financings).

“Permitted Refinancing Indebtedness” means any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided, that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus (i) unpaid accrued interest and premium thereon, (ii) underwriting discounts, fees, commissions and expenses and (iii) an amount equal to any existing unutilized commitments or undrawn letters of credit); (b) except with respect to Capital Lease Obligations, the weighted average life to maturity of such Permitted Refinancing Indebtedness is greater than or equal to the weighted average life to maturity of the Indebtedness being Refinanced; (c) the final maturity of such Permitted Refinancing Indebtedness shall be later than the final maturity of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (d) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced; (e) no Permitted Refinancing Indebtedness of the Indebtedness of a Foreign Subsidiary shall have any obligors who are Domestic Subsidiaries; and (f) if the Indebtedness being Refinanced is secured by any collateral (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be secured by such collateral on terms no less favorable to the Secured Parties than those contained in the documentation governing the Indebtedness being Refinanced.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated organization, association, employee organization (as defined in Section 3(4) of ERISA), joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

“Personal Property Security Act” or “PPSA” means the Personal Property Security Act (Ontario) and the regulations thereunder, as from time to time in effect, provided, however, if attachment, perfection or priority of Agent’s security interests in any Collateral are governed by the personal property security laws of any jurisdiction other than Ontario, PPSA shall mean those personal property security laws in such other jurisdiction for the purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions.

“Pesos” means the lawful currency of Mexico.

“Plan” means any Single Employer Plan or Multiple Employer Plan.

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

“Pledged Debt” has the meaning given to such term in the Security Agreement.

“Post Petition Interest” has the meaning specified in Section 7.06(b).

“Pro Forma Basis” means, with respect to compliance with any test or covenant hereunder, that all Specified Transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant.

“Pro Forma Compliance” means, at any date of determination, that the Company shall be in pro forma compliance with the covenant set forth in Section 5.03 as of the date of such determination (and giving pro forma effect to the event or events giving rise to such determination).

“Process Agent” has the meaning specified in Section 9.25.

“Prohibition” has the meaning specified in Section 2.22.

“Projections” means the projections of the Company and its subsidiaries included in the Lender Presentation dated February 28, 2022, as modified or supplement prior to the Closing Date, and any other projections and any forward looking statements of such entities furnished to the Lenders or the Agent by or on behalf of the Company or any of the Subsidiaries prior to the Closing Date.

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

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

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

“Qualified Preferred Equity” means any preferred Equity Interest of the Company, so long as the terms of any such Equity Interest (a) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provisions which may occur prior to the date occurring 91 days after the Latest Scheduled Termination Date (determined as of the date of issuance of such Equity Interests) (other than customary provisions in respect of change of control, requiring payment solely in the form of common equity or Qualified Preferred Equity and, with respect to Qualified Preferred Equity issued to employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations), (b) do not require the cash payment of dividends or distributions prior to the date occurring 91 days after the Latest Scheduled Termination Date (determined as of the date of issuance of such Equity Interests), and (c) do not contain any financial performance covenants.

“Ratable Share” of any amount means, with respect to any Lender under a Facility at any time, the product of (a) a fraction, the numerator of which is the amount of such Lender’s Commitment and, if applicable and without duplication, such ▇▇▇▇▇▇’s Advances, in respect of the applicable Facility at such time, and the denominator of which is the aggregate Commitments of all the Lenders under such Facility at such time, and, if applicable and without duplication, Loans under the applicable Facility at such time, and (b) such aforementioned amount.

“Rate Determination Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Agent; provided that to the extent such market practice is not administratively feasible for the Agent, such other day as otherwise reasonably determined by the Agent).

“RCS Luxembourg” has the meaning specified in the preamble to this Agreement.

“Reaffirmation Agreement” has the meaning specified in Section 3.01(a)(iii).

“Refinance” has the meaning specified in the definition of “Permitted Refinancing Indebtedness”

“Register” has the meaning specified in Section 9.07(d).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Interbank Market” means, in relation to any Foreign Currency, the applicable offshore interbank market.

“Relevant Rate” means with respect to any Advance denominated in (a) Dollars, SOFR or Term SOFR, (b) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, (c) Euros, EURIBOR, (d) Canadian Dollars, CDOR, (e) Japanese ▇▇▇, ▇▇▇▇▇, (f) Australian Dollars, Australian Bill Rate, (g) New Zealand Dollars, BKBM, (h) Mexican Pesos, TIIE, and (i) any other Alternative Currency, the applicable rate with respect thereto determined by the Agent and the relevant Lenders pursuant to Section 1.13, as applicable.

“Replaced Term Loans” has the meaning specified in Section 9.01.

“Replacement Term Loans” has the meaning specified in Section 9.01.

“Reportable Event” means (a)(i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; or (ii) the requirements of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the application for a minimum funding waiver with

respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan under Section 4041(c) of ERISA, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the substantial cessation of operations at a facility of any Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA in which the conditions of Section 4062(e)(3) or Section 4062(e)(4) of ERISA are not met; (e) the withdrawal by any Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; (g) a determination that any Plan is in “at risk” status (within the meaning of Section 303 of ERISA); or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the appointment of a trustee to administer, such Plan.

“Required Lenders” means, at any time, (a) Lenders having at least a majority (based on the Equivalent in Dollars at such time) in interest of the sum of (i) the Revolving Credit Commitments at such date, (ii) the Term Commitments at such date and (iii) the outstanding principal amount of the Term Advances at such date or (b) if the Revolving Credit Commitment and the Term Commitment have been terminated or for the purposes of acceleration pursuant to Article VI, Lenders having or holding a majority of the outstanding principal amount of the Advances and L/C Exposure in the aggregate at such date; provided that the portion of any Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Rescindable Amount” has the meaning specified in Section 2.14(e).

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

“Responsible Officer” means the chief executive officer, president, chief financial officer, chief operating officer, executive vice president, controller, treasurer, assistant treasurer, manager, managing member, managing partner or general partner of a Loan Party and, solely for purposes of notices pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property), direct or indirect, with respect to any Equity Interests of the Company or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Company’s stockholders, partners or members (or the equivalent Person thereof), but not on account of Subordinated Indebtedness; provided that no such dividend or distribution shall be considered a Restricted Payment if such dividend or distribution is made to a Loan Party.

“Restricted Junior Payment” means any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of any Subordinated Indebtedness.

“Restricted Subsidiary” means a Subsidiary of the Company that is not an Unrestricted Subsidiary.

“Revaluation Date” means (a) with respect to any Advance, each of the following: (i) each date of a Borrowing of a Term Rate Advance, a Daily Simple SOFR Advance or an Alternative Currency Daily Rate Advance denominated in a Committed Currency, an Alternative Currency or a TIIE Advance denominated in Pesos and (ii) each date of a continuation of a Term Rate Advance, a Daily Simple SOFR Advance or an Alternative Currency Daily Rate Advance denominated in a Committed Currency, an Alternative Currency or a TIIE Rate Advance denominated in Pesos pursuant to Section 2.09 and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in a Committed Currency or an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the Issuing Bank under any Letter of Credit denominated in a Committed Currency or an Alternative Currency, and (iv) such additional dates as the Agent shall determine or the applicable Issuing Bank shall require.

“Reversion Date” has the meaning specified in the last paragraph of Section 5.02.

“Revolving Credit Advance” means a Transpacific Revolving Credit Advance, a Multicurrency Revolving Credit Advance or an Other Revolving Credit Advance, as applicable.

“Revolving Credit Borrowing” means a Transpacific Revolving Credit Borrowing or a Multicurrency Revolving Credit Borrowing, as applicable.

“Revolving Credit Borrowing Minimum” means, in respect of Revolving Credit Advances denominated in Dollars, $5,000,000, and in respect of Revolving Credit Advances denominated in any Foreign Currency, the Equivalent of $5,000,000 in such Foreign Currency.

“Revolving Credit Borrowing Multiple” means, in respect of Revolving Credit Advances denominated in Dollars, $1,000,000, and in respect of Revolving Credit Advances denominated in any Foreign Currency, the Equivalent of $1,000,000 in such Foreign Currency.

“Revolving Credit Commitment” means, (a) with respect to each Transpacific Revolving Lender, the Transpacific Revolving Credit Commitment of such Lender, (b) with respect to each Multicurrency Revolving Lender, the Multicurrency Revolving Credit Commitment of such Lender and (c) with respect to each Incremental Revolving Lender, the Incremental Revolving Credit Commitment of such Lender.

“Revolving Credit Facility” means the Transpacific Revolving Credit Facility or the Multicurrency Revolving Credit Facility, as applicable.

“Revolving Credit Note” means a promissory note of any Borrower payable to the order of any Revolving Lender, delivered pursuant to a request made under Section 2.17, in substantially the form of Exhibit A-1 hereto (in the case of the Commitments and Advances under the Multicurrency Revolving Credit Facility) or Exhibit A-2 hereto (in the case of the Commitments and Advances under the Transpacific Revolving Credit Facility), evidencing the aggregate Indebtedness of the applicable Borrowers to such Revolving Lender resulting from the Revolving Credit Advances made by such Revolving Lender to such Borrower under the Multicurrency Revolving Credit Facility or the Transpacific Revolving Credit Facility, as applicable.

“Revolving Lender” means a Transpacific Revolving Lender or a Multicurrency Revolving Lender, as applicable.

“Roll-Forward Amount” means, for any Fiscal Year, $125,000,000 less the aggregate Restricted Payments made during such Fiscal Year pursuant to Section 5.02(c)(vii) (without giving effect to Restricted Payments made thereunder using any Roll-Forward Amount from the Fiscal Year immediately preceding such Fiscal Year), provided that, in no event shall the Roll-Forward Amount ever exceed $125,000,000.

“S&P” means Standard & Poor’s Financial Services LLC, a Wholly-Owned Subsidiary of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.

“Sanction(s)” means any economic or financial sanction or trade embargo administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union or any member state thereof, Her Majesty’s Treasury, the Canadian Government, the New Zealand Government, the Government of Japan or the Australian Department of Foreign Affairs and Trade.

“Scheduled Unavailability Date” has the meaning specified in Section 1.16(b).

“Sealed Air US” has the meaning specified in the preamble to this Agreement.

“Secured Obligations” means (a) in the case of any Borrower, the Obligations of such Borrower, (b) in the case of each other Loan Party, the Obligations of such Loan Party under each Guaranty and the other Loan Documents to which it is a party (excluding, as to such Loan Party, any Excluded Swap Obligations), (c) the obligations of the Company or of any Subsidiary thereof under any Swap Obligations, and (d) any Cash Management Obligations of the Company or any Subsidiary thereof.

“Secured Parties” means the Lenders, the Swing Line Bank, the Issuing Banks, the Agent and any other holder of any Secured Obligation, each of which are beneficiaries of and subject to the distribution of proceeds provisions provided in the Intercreditor Agreement.

“Security Agreement” means that certain ▇▇▇▇▇▇▇ and Restated Pledge and Security agreement, dated as of March 25, 2022, by and among the Agent and each of the Grantors (as defined therein) party thereto, together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 5.01(h), in each case as amended, restated, supplemented or otherwise modified from time to time.

“Senior Financial Officer” means any of the president, the chief executive officer, the chief operating officer, the chief financial officer or the treasurer of the Company.

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Borrower or any ERISA Affiliate and no Person other than the Borrowers and the ERISA Affiliates or (b) was so maintained and in respect of which any Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).

“SOFR Adjustment” is (a) with respect to Daily Simple SOFR, 0.10%, and (b) with respect to Term SOFR, the rate per annum as specified in the column “Spread Adjustment” in the table below for the relevant Interest Period:

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR.”

“Solvency Certificate” has the meaning given to such term in Section 3.01(d).

“Solvent” has the meaning given to such term in the Solvency Certificate.

“▇▇▇▇▇” means, with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on the fifth Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time); provided however that if such determination date is not a Business Day, ▇▇▇▇▇ means such rate that applied on the first Business Day immediately prior thereto.

“▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇” means, with respect to ▇▇▇▇▇, 0.032600% per annum.

“Specified Collateral Release” has the meaning specified in the Preliminary Statements.

“Specified Event of Default” means any Event of Default under Section 6.01(a) or 6.01(e).

“Specified Guaranty Release” has the meaning specified in the Preliminary Statements.

“Specified Transaction” means, with respect to any period, any Investment, sale, transfer or other Disposition of assets or property, incurrence or repayment of Indebtedness, Restricted Payment, acquisition, Subsidiary designation, Incremental Borrowing or other event that by the terms of the Loan Documents requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

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

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

“Sterling Borrower” has the meaning specified in the preamble to this Agreement.

“Sterling Term A Advance” means an Advance made by any Sterling Term A Lender under the Sterling Term A Facility.

“Sterling Term A Borrowing” means a borrowing consisting of simultaneous Sterling Term A Advances of the same Type made by each of the Sterling Term A Lenders pursuant to Section 2.01(b).

“Sterling Term A Commitment” means, as to each Sterling Term A Lender, its obligation to make Sterling Term A Advances to the Sterling Borrower pursuant to Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Sterling Term A Lender’s name on Schedule I under the heading “Sterling Term A Commitment”.

“Sterling Term A Facility” means the aggregate principal amount of the Sterling Term A Advances extended by all Sterling Term A Lenders pursuant to Section 2.01(b) outstanding at such time.

“Sterling Term A Lender” means any Lender that has a Sterling Term A Commitment or that holds Sterling Term A Advances.

“Sterling Term A Note” means a promissory note made by the Sterling Borrower in favor of a Sterling Term A Lender evidencing Sterling Term A Advances made by such Sterling Term A Lender, substantially in the form of Exhibit B.

“Subordinated Indebtedness” means unsecured Indebtedness for borrowed money of the Company, which Indebtedness shall rank in payment and upon liquidation junior to the Obligations under the Loan Documents on terms reasonably satisfactory to the Agent.

“Subordinated Obligations” has the meaning specified in Section 7.06.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, joint stock company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power and/or the power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries, and in relation to any Person incorporated in The Netherlands a subsidiary (dochtermaatschappij) within the meaning of Section 24a of Book 2 of the Dutch Civil Code.

“Subsidiary Guaranties” means, collectively, the Foreign Subsidiary Guaranties and the US Subsidiary Guaranties.

“Subsidiary Guarantors” means, collectively, the Wholly-Owned Subsidiaries of the Company listed on Schedule 1.01(ii), each other Subsidiary Guarantor of the Company that guarantees Obligations pursuant to Section 5.01(h). In addition, the Company may cause any Restricted Subsidiary that is not a Guarantor to guarantee the Obligations by causing such Restricted Subsidiary to execute a joinder or supplement to the applicable Guaranty in form and substance reasonably satisfactory to the Agent, and any such Restricted Subsidiary shall be a Subsidiary Guarantor hereunder for all purposes.

“Successor Borrower” has the meaning specified in Section 5.02(f)(i).

“Successor Rate” has the meaning specified in Section 1.16.

“Suspension Covenants” has the meaning specified in the last paragraph of Section 5.02.

“Suspension Debt Covenants” has the meaning specified in the last paragraph of Section 5.02.

“Suspension Period” means the period of time between the date of a Covenant Suspension Event and the Reversion Date.

“Sustainability Coordinator” means BofA Securities, Inc., in its capacity as sustainability coordinator in respect of this Agreement.

“Sustainability Pricing Adjustment Date” has the meaning specified in Section 2.23(a).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligations” means, as applied to the Company or any Subsidiary thereof, any direct or indirect liability, contingent or otherwise, of such Person in respect of Swap Contracts provided by the Agent, any Lender or any Affiliate thereof at the time such Swap Obligations are entered into, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith to the extent provided for in the documents evidencing such Swap Contract; provided that, as to any Subsidiary Guarantor, the Swap Obligations shall exclude any Excluded Swap Obligations.

“Swing Line Advance” means a revolving credit advance made by the Swing Line Bank pursuant to Section 2.01(d) or any other Lender by purchase from the Swing Line Bank pursuant to Section 2.02(b).

“Swing Line Advance Maturity Date” has the meaning specified in Section 2.02(b).

“Swing Line Bank” means Bank of America.

“Swing Line Borrowing” means a Borrowing consisting of a Swing Line Advance made by the Swing Line Bank.

“Swing Line Exposure” means, at any time, the aggregate outstanding principal amount of the Swing Line Advances at such time. The Swing Line Exposure of any Multicurrency Revolving Lender at any time will be its Ratable Share of the total Swing Line Exposure at such time, as may be adjusted in accordance with Section 2.19.

“Swing Line Sublimit” has the meaning specified in Section 2.01(d).

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Agent to be a suitable replacement) is open for the settlement of payments in Euro.

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

“Tax Affiliate” means, with respect to any Person, any Subsidiary or Affiliate of such Person with which such Person files consolidated, combined or unitary tax returns.

“Tax Returns” has the meaning specified in Section 4.01(h)(i).

“Taxes” has the meaning specified in Section 2.15(a).

“Term A Advance” means an advance made by any Term A Lender under the Term A Facility.

“Term A Borrowing” means a borrowing consisting of simultaneous Term A Advances of the same Type and, in the case of Term Rate Advances, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(a).

“Term A Commitment” means, as to each Term A Lender, its obligation to make Term A Advances to the Company pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A Lender’s name on Schedule I under the heading “Term A Commitment”.

“Term A Facility” means the aggregate principal amount of the Term A Advances extended by all Term A Lenders pursuant to Section 2.01(a) outstanding at such time.

“Term A Lender” means any Lender that has a Term A Commitment or that holds Term A Advances.

“Term A Note” means a promissory note made by the Company in favor of a Term A Lender evidencing Term A Advances made by such Term A Lender, substantially in the form of Exhibit B.

“Term Advance” means a Term A Advance, a Sterling Term A Advance, a 2022 Incremental Term Advance, an Incremental Term Advance or an Other Term Advance, as applicable.

“Term Borrowing” means a Term A Borrowing, a Sterling Term A Borrowing, a 2022 Incremental Term Borrowing or an Incremental Term Borrowing, as applicable.

“Term Commitment” means a Term A Commitment, a Sterling Term A Commitment, a 2022 Incremental Term Commitment or an Incremental Term Commitment, as applicable.

“Term Facility” means the Term A Facility, the Sterling Term A Facility, the 2022 Incremental Term Facility or an Incremental Term Facility, as applicable.

“Term Lender” means a Term A Lender, a Sterling Term A Lender, a 2022 Incremental Term Lender or an Incremental Term Lender, as applicable.

“Term Note” means a Term A Note, a Sterling Term A Note, a 2022 Incremental Term Note or any promissory note made in favor of an Incremental Lender evidencing Incremental Term Advances made by such Incremental Lender, as applicable.

“Termination Date” means (a) with respect to the Transpacific Revolving Credit Facility and the Multicurrency Revolving Credit Facility, the earlier of (i) March 25, 2027 and (ii) the date of termination in whole of the Commitments pursuant to Section 2.06 or 6.01, (b) with respect to the Term A Facility, the 2022 Incremental Term Facility and the Sterling Term A Facility, March 25, 2027, and (c) with respect to each other Incremental Facility, if any, the date specified as such in the applicable Incremental Assumption Agreement. However, if the Termination Date falls on a day which is not a Business Day, the Termination Date shall fall on the immediately preceding Business Day.

“Term Rate” means, (I) for any Interest Period, for each Term Rate Advance comprising part of the same Borrowing, an interest rate per annum equal to (a)(i) in the case of any Advance denominated in Dollars, the rate per annum equal to the rate described in clause (a) of the definition of Term SOFR, (ii) in the case of any Advance denominated in AU$, the Australian Bill Rate, (iii) in the case of any Advance denominated in CDN, CDOR, (iv) in the case of an Advance denominated in Pesos, the TIIE Rate, (v) in the case of any Advance denominated in NZD, the BKBM, (vi) in the case of any Advance denominated in JPY, ▇▇▇▇▇, (vii) in the case of any Advance denominated in Euro, EURIBOR, and (viii) in the case of any Advance denominated in any other Alternative Currency (to the extent such Advances denominated in such Alternative Currency will bear interest at a term rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the agent and the relevant Lenders pursuant to Section 1.13, plus the adjustment (if any) determined by the Agent and the relevant Lenders pursuant to Section 1.13; or (II) for any rate calculation with respect to a Base Rate Advance on any date, the rate per annum equal to the rate set forth in clause (b) of the definition of Term SOFR; provided, however, that if any applicable Term Rate determined pursuant hereto shall be a rate that is less than 0.0%, then such Term Rate shall be deemed to be 0.0% for all purposes under this Agreement.

“Term Rate Advance” means an Advance denominated in Dollars, Euro, JPY, NZD, Pesos, AU$, CDN or another Committed Currency or Alternative Currency that has been approved pursuant to Section 1.13 and that bears interest as provided in Section 2.08(a)(ii) in an amount not less than the Term Rate Borrowing Minimum or the Term Rate Borrowing Multiple in excess thereof. For the avoidance of doubt, unless specifically provided to the contrary, ▇▇▇▇ ▇▇▇▇ Advances are ▇▇▇▇ ▇▇▇▇ Advances.

“Term Rate Borrowing Minimum” means, in respect of Term Rate Advances denominated in Dollars, $1,000,000, and in respect of Term Rate Advances denominated in any Foreign Currency, the Equivalent of $1,000,000 in such Foreign Currency.

“Term Rate Borrowing Multiple” means, in respect of Term Rate Advances denominated in Dollars, $500,000, and in respect of Term Rate Advances denominated in any Foreign Currency, the Equivalent of $500,000 in such Foreign Currency.

“Term SOFR” means:

(a) for any Interest Period with respect to a Term SOFR Advance, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Advance on any date, the rate per annum equal to the Term SOFR Screen Rate, at or about 11:00 a.m. (New York City time), determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day;

provided that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, the Term SOFR shall be deemed zero for purposes of this Agreement.

“Term SOFR Advance” means an Advance that bears interest at a rate based on clause (a) of the definition of Term SOFR.

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time).

“Test Period” means the four consecutive fiscal quarters of the Company then last ended.

“TIBOR” means, the rate per annum equal to the Tokyo Interbank Offer Rate, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) on the day that is two Business Days preceding the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Agent; provided that, to the extent such market practice is not administratively feasible for the Agent, then such date shall be such other day as otherwise reasonably determined by the Agent) with a term equivalent to such Interest Period.

“TIIE” means the Interbank Equilibrium Interest Rate (tasa de interés interbancaria de equilibrio).

“TIIE Rate” means the rate per annum equal to TIIE, or a comparable successor rate that is approved by the Agent, as published by Banco de México in the Federation’s Official Gazette (Diario Oficial de la Federación) (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) at or about 2:00 p.m. (Mexico City Mexico time) on the Rate Determination Date with a term equivalent to the applicable Interest Period. In no event shall the TIIE Rate be less than zero for purposes of this Agreement.

“TIIE Rate Advance” means an Advance that bears interest at the TIIE Rate. All TIIE Rate Advances shall be denominated in Pesos.

“Transactions” means, collectively, (i) the Closing Date Refinancing, (ii) the execution of, and borrowing under, the Facilities on the Closing Date, (iii) all transactions in connection therewith and related thereto and (iv) the payment of all related fees, commissions and expenses incurred in connection with the foregoing.

“Transpacific Committed Currency” means (i) Dollars available to be drawn by the Company, (ii) NZD available to be drawn by the New Zealand Revolver Borrower, (iii) Pesos available to be drawn by the Mexican Revolver Borrower and (iv) JPY available to be drawn by the JPY Revolver Borrower.

“Transpacific Revolver Borrower” means any of the Company, the New Zealand Revolver Borrower, the Mexican Revolver Borrower and the JPY Revolver Borrower.

“Transpacific Revolving Credit Advance” means an Advance by a Transpacific Revolving Lender to any Transpacific Revolver Borrower as part of a Transpacific Revolving Credit Borrowing and refers to a Base Rate Advance, a Term Rate Advance, a Daily Simple SOFR Advance, an Alternative Currency Daily Rate Advance or a TIIE Rate Advance.

“Transpacific Revolving Credit Borrowing” means a borrowing consisting of simultaneous Transpacific Revolving Credit Advances of the same Type made by each of the Transpacific Revolving Lenders pursuant to Section 2.01(c)(i).

“Transpacific Revolving Credit Commitment” means, as to any Transpacific Revolving Lender, the commitment of such Transpacific Revolving Lender to make Transpacific Revolving Credit Advances hereunder, denominated in a Transpacific Committed Currency (and, if applicable, an Alternative Currency), as such commitment may be (a) reduced from time to time in accordance with the terms of this Agreement and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to any Assignment and Acceptance. The initial amount of the Transpacific Revolving Credit Commitment of each Transpacific Revolving Lender party hereto on the date of this Agreement is set forth on Schedule I hereto, and the initial amount of the Transpacific Revolving Credit Commitment of each Transpacific Revolving Lender becoming party hereto after the date of this Agreement shall be as set forth in the Assignment and Acceptance pursuant to which such Lender becomes party hereto.

“Transpacific Revolving Credit Facility” means, at any time, the aggregate amount of the Transpacific Revolving Lenders’ Transpacific Revolving Credit Commitments at such time.

“Transpacific Revolving Exposure” means, with respect to any Transpacific Revolving Lender at any time, the sum of the aggregate outstanding principal amount of such Lender’s Transpacific Revolving Credit Advances at such time; provided that for such purpose, the outstanding principal amount of any Transpacific Revolving Credit Advance shall be deemed to be equal to the Equivalent in Dollars of such Transpacific Revolving Credit Advance as at such time.

“Transpacific Revolving Lender” means any Lender that has a Transpacific Revolving Credit Commitment or a Transpacific Revolving Exposure.

“Type” means, with respect to an Advance, its character as a Base Rate Advance, a Term Rate Advance, a Daily Simple SOFR Advance or an Alternative Currency Daily Rate Advance.

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

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

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“Unpaid Drawings” has the meaning specified in the definition of “L/C Exposure”.

“Unrestricted Subsidiary” means any Subsidiary of the Company (other than any Borrower or any Guarantor (or any Person required to become a Guarantor pursuant to Section 5.01(h))) listed on Schedule 1.01(i) or designated by the Company as an Unrestricted Subsidiary pursuant to Section 5.01(l) subsequent to the date hereof.

“Unused Multicurrency Revolving Credit Commitment” means, with respect to any Multicurrency Revolving Lender, the amount of such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitment at such time minus the sum of the aggregate principal amount of all Multicurrency Revolving Credit Advances (based, in respect of any Multicurrency Revolving Credit Advances denominated in a Foreign Currency, on the Equivalent in Dollars at such time) made by such Multicurrency Revolving Lender plus such Multicurrency Revolving Lender’s L/C Exposure.

“Unused Revolving Credit Commitments” means, collectively, the Unused Multicurrency Revolving Credit Commitments and the Unused Transpacific Revolving Credit Commitments.

“Unused Transpacific Revolving Credit Commitment” means, with respect to any Transpacific Revolving Lender, the amount of such Transpacific Revolving Lender’s Transpacific Revolving Credit Commitment at such time minus the aggregate principal amount of all Transpacific Revolving Credit Advances (based, in respect of any Transpacific Revolving Credit Advances denominated in a Foreign Currency, on the Equivalent in Dollars at such time) made by such Multicurrency Revolving Lender.

“U.S. Government Securities Business Days” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

“US Subsidiary Guaranty” means that certain US Subsidiary Guaranty, dated as of October 3, 2011, from the Subsidiary Guarantors from time to time party thereto as Guarantors in favor of the Applicable Secured Parties (as defined therein), as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“US Tax Returns” has the meaning specified in Section 4.01(h)(i).

“Voting Stock” means capital stock or share capital, as applicable, issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“Wholly-Owned” means, as to any Person, (i) any corporation 100% of whose capital stock (other than director’s qualifying shares and, in the case of a Foreign Subsidiary, other than up to 2.0% of the capital stock of such Foreign Subsidiary, to the extent that it is required to be held by a third party pursuant to a requirement of law) is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% Equity Interest at such time.

“Wholly-Owned Domestic Subsidiary” means, as to any Subsidiary of the Company other than a Foreign Subsidiary, (i) any corporation 100% of whose capital stock (other than director’s qualifying shares) is at the time owned by the Company or such Subsidiary and/or one or more Wholly-Owned Subsidiaries of such Subsidiary and (ii) any partnership, association, joint venture or other entity in which the Company or such Subsidiary and/or one or more Wholly-Owned Subsidiaries of such Subsidiary has a 100% Equity Interest at such time.

“Withdrawal Liability” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

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

SECTION 1.02 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

SECTION 1.03 Accounting Terms. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with generally accepted accounting principles as in effect from time to time in the United States, applied on a basis consistent (except for changes concurred with by the Borrower’s independent registered public accountants) with the most recent audited Consolidated financial statements of the Company delivered to the Agent (“GAAP”); provided that, if the Company notifies the Agent that the Company wishes to amend any covenant in Article V to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Agent notifies the Company that the Required Lenders wish to amend Article V for such purpose), then the Borrower’s compliance with such covenant shall be applied on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Lenders.

SECTION 1.04 Exchange Rates; Currency Equivalents.

(a) The Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating Equivalent amounts of Advances and Available Amounts denominated in JPY, Sterling, Euro and other Committed Currencies and Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Equivalent amount as so determined by the Agent.

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

SECTION 1.05 Construction. English language words used in this Agreement to describe Japanese Law, Dutch law or Luxembourg law concepts intend to describe such concepts only and the consequences of the use of those words in New York law or any other foreign law are to be disregarded.

SECTION 1.06 Dutch Terms. In this Agreement, where it relates to a Dutch entity, a reference to:

(a) an administration or dissolution includes a Dutch entity being:

(i) declared bankrupt (failliet verklaard)

(ii) dissolved (ontbonden)

(b) a moratorium includes surséance van betaling and granted a moratorium includes surséance verleend;

(i) a trustee in bankruptcy includes a curator;

(ii) an administrator includes a bewindvoerder; and

(iii) an attachment includes a beslag.

SECTION 1.07 Luxembourg Terms. In this Agreement, unless a contrary intention appears, a reference to:

(a) a “liquidator”, “trustee in bankruptcy”, “judicial custodian”, “compulsory manager”, “receiver”, “administrator receiver”, “administrator” or similar officer includes any:

(i) juge-commissaire or insolvency receiver (curateur) appointed under the Luxembourg Commercial Code;

(ii) liquidateur appointed under Articles 1100-1 to 1100-15 (inclusive) of the Luxembourg act dated 10 August 1915 on commercial companies, as amended;

(iii) juge-commissaire or liquidateur appointed under Article 1200-1 of the Luxembourg act dated 10 August 1915 on commercial companies, as amended;

(iv) commissaire appointed under the Grand-Ducal decree of 24 May 1935 on the controlled management regime or under Articles 593 to 614 (inclusive) of the Luxembourg Commercial Code; and

(v) juge délégué appointed under the Luxembourg act of 14 April 1886 on the composition to avoid bankruptcy, as amended;

(b) a “winding-up”, “administration” or “dissolution” includes, without limitation, bankruptcy (faillite), insolvency, voluntary or judicial liquidation, (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), moratorium or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally;

(c) a “security interest” or a “lien” includes any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de rétention and any type of real security or agreement or arrangement having a similar effect;

(d) a person being “unable to pay its debts” includes that person being in a state of cessation of payments (cessation de paiements);

(e) a “matured obligation” includes, without limitation, any obligation exigible, certaine and liquide;

(f) by-laws or constitutional documents includes its up-to-date (restated) articles of association (statuts coordonnés); and

(g) a “director”, “manager” or “officer” includes its gérants and an administrateur.

SECTION 1.08 Québec Matters. For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) “personal property” shall include “movable property”, (b) “real property” or “real estate” shall include “immovable property”, (c) “tangible property” shall include “corporeal property”, (d) “intangible property” shall include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “right of retention”, “prior claim” and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording under the Uniform Commercial Code or a Personal Property Security Act shall include publication under the Civil

Code of Québec, (g) all references to “perfection” of or “perfected” liens or security interest shall include a reference to an “opposable” or “set up” lien or security interest as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”, (i) “goods” shall include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall include a “mandatary”, (k) “construction liens” shall include “legal hypothecs”; (l) “joint and several” shall include “solidary”; (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”; (n) “beneficial ownership” shall include “ownership on behalf of another as mandatary”; (o) “easement” shall include “servitude”; (p) “priority” shall include “prior claim”; (q) “survey” shall include “certificate of location and plan”; (r) “state” shall include “province”; (s) “fee simple title” shall include “absolute ownership”; (t) “accounts” shall include “claims”. The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the Transactions be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement.

SECTION 1.09 Code of Banking Practice. The parties hereto agree that the Code of Banking Practice does not apply to the Loan Documents.

SECTION 1.10 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

SECTION 1.11 Rounding. Any financial ratios required to be maintained by the Company pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.12 Change of Currency.

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

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

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

SECTION 1.13 Additional Foreign Currencies.

(a) The Company may from time to time request that Advances be made and/or Letters of Credit be issued under the Multicurrency Revolving Credit Facility, the Transpacific Revolving Credit Facility or a new Incremental Term Facility in a currency other than those specifically listed in the definition of “Foreign Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Advances, such request shall be subject to the approval of the Agent and all Lenders under the applicable Facility; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Agent and each applicable Issuing Bank.

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

(c) Any failure by a Lender under the applicable Facility or the applicable Issuing Bank, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or Issuing Bank, as the case may be, to permit Advances to be made or Letters of Credit to be issued in such requested currency. If the Agent and all the Lenders under the applicable Facility consent to making Advances in such requested currency and the Agent and such Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Agent shall so notify the Company and (i) the Agent and such Lenders may amend the definition of “Alternative Currency Daily Rate” (and any component or related definitions thereof) or “Term Rate” (and any component or related definitions thereof), in each case to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate and (ii) to the extent the definition of “Alternative Currency Daily Rate” (and any component or related definitions thereof) or “Term Rate” (and any component or related definitions thereof), as applicable, has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Borrowings of Alternative Currency Daily Rate Advances and ▇▇▇▇ ▇▇▇▇ Advances. If the Agent and each applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Agent shall so notify the Company and (iii) the Agent and the Issuing Bank may amend the definition of Alternative Currency Daily Rate or Term Rate, as applicable, to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate and (iv) to the extent the definition of Alternative Currency Daily Rate or Term Rate, as applicable, has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency, for purposes of any Letter of Credit issuances. If the Agent shall fail to obtain consent to any request for an additional currency under this Section 1.13, the Agent shall promptly so notify the Company.

SECTION 1.14 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any issuer document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

SECTION 1.15 Limited Condition Acquisitions. In connection with any action being taken solely in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of the Loan Documents which requires the calculation of the Net Total Secured Leverage Ratio, Net Total Leverage Ratio or the Interest Coverage Ratio; (ii) determining (A) the accuracy of representations and warranties in Section 4.01 (other than customary “specified representations” and those representations of the seller or target company (as applicable) included in the acquisition agreement for the relevant Limited Condition Acquisition that are material to the interest of the Lenders and only to the extent that the relevant acquirer has the right to terminate its obligations under such acquisition agreement as a result of such representations (which representations, for the avoidance of doubt, shall be required to be accurate as of the date of the consummation of any Limited Condition Acquisition)), and/or (B) whether a Default or Event of Default (other than a Specified Event of Default (the absence of which, for the avoidance of doubt, shall be required on the date of the consummation of any Limited Condition Acquisition)) has occurred and is continuing or would result therefrom; or (iii) testing availability under each “basket”, ratio calculation or similar provision set forth in the Loan Documents (including without limitation baskets measured as a percentage of consolidated EBITDA or Consolidated Net Tangible Assets); in each case, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted under the Loan Documents, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, on a Pro Forma Basis after giving effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such “baskets”, ratio calculations or similar provisions, such “baskets”, ratio calculations or similar provisions shall be deemed to have been complied with. For the avoidance of doubt, if any Borrower has made an LCA Election for any Limited Condition Acquisition and any of the “baskets”, ratio calculations or similar provisions for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Assets of the Borrower or the Person subject to such Limited Condition Acquisition or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets, ratios, metrics or thresholds will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining compliance of the relevant transaction or action with such provisions, baskets or thresholds. If any Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the Limited Condition Acquisition has been consummated or the definitive agreement with respect thereto has been terminated or expires.

SECTION 1.16 Successor Rate. (a) If in connection with any request for a Term Rate Advance, a Daily Simple SOFR Advance or an Alternative Currency Daily Rate Advance or a conversion of Base Rate Advances to Term Advances or a continuation of any of such Advances, as applicable, (i) the Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for the applicable Committed Currency (or other Foreign Currency, as applicable) has been determined in accordance with Section 1.16(b) and the circumstances under clause (i) of Section 1.16(b) or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Committed Currency (or other Foreign Currency, as applicable) for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term Rate Advance, Daily Simple SOFR Advance or an Alternative Currency Daily Rate Advance or in connection with an existing or proposed Base Rate Advance, or (ii) the Agent or the Required Lenders determine that for any reason that the Relevant Rate with respect to a proposed Advance denominated in a Committed Currency (or other Foreign Currency, as applicable) for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Advance, the Agent will promptly so notify the Company and each Lender.

Thereafter, (x) the obligation of the Lenders to make or maintain Advances in the affected currencies, as applicable, or to convert Base Rate Advances to Term Advances, shall be suspended in each case to the extent of the affected Term Rate Advances, Daily Simple SOFR Advances, Alternative Currency Daily Rate Advances or Interest Period or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 1.16(a), until the Agent upon instruction of the Required Lenders) revokes such notice.

Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a Borrowing of, or conversion to Term Advances, or Borrowing of, or continuation of Term Rate Loans, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances to the extent of the affected Term Rate Advances, Daily Simple SOFR Advances, Alternative Currency Daily Rate Advances or Interest Period or determination date(s), as applicable or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances denominated in Dollars in the Dollar Equivalent of the amount specified therein and (ii) (A) any outstanding Term Advances shall be deemed to have been converted to Base Rate Advances immediately and (B) any outstanding affected Term Rate Advances, Daily Simple SOFR Advances and Alternative Currency Daily Rate Advances, at the Company’s election, shall either (1) be converted into a Borrowing of Base Rate Advances denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Term Rate Advance, Daily Simple SOFR Advance or Alternative Currency Daily Rate Advance immediately, in the case of an Alternative Currency Daily Rate Advance of a Daily Simple SOFR Advance, or at the end of the applicable Interest Period, in the case of a Term Rate Advance, or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Advance or a Daily Simple SOFR Advance, or at the end of

the applicable Interest Period, in the case of a Term Rate Advance; provided that if no election is made by the Company (x) in the case of an Alternative Currency Daily Rate Advance or a Daily Simple SOFR Advance, by the date that is three Business Days after receipt by the Company of such notice or (y) in the case of a Term Rate Advance, by the last day of the current Interest Period for the applicable Term Rate Advance, the Company shall be deemed to have elected clause (1) above.

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

(i) adequate and reasonable means do not exist for ascertaining the Relevant Rate for the applicable Committed Currency (or other Foreign Currency, as applicable) because none of the tenors of such Relevant Rate (including any forward-looking term rate thereof) is available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii) the Applicable Authority (as defined below) has made a public statement identifying a specific date after which all tenors of the Relevant Rate for a Committed Currency (or other Foreign Currency, as applicable) (including any forward-looking term rate thereof) shall or will no longer be representative or made available, or used for determining the interest rate of loans denominated in such Committed Currency (or other Foreign Currency, as applicable), or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Agent that will continue to provide such representative tenor(s) of the Relevant Rate for such Committed Currency (or other Foreign Currency, as applicable) (the latest date on which all tenors of the Relevant Rate for such Committed Currency (or other Foreign Currency, as applicable) (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”); or

(iii) syndicated loans currently being executed and agented in the U.S., are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate for a Committed Currency (or other Foreign Currency, as applicable);

or if the events or circumstances of the type described in Section 1.16(b)(i), (ii) or (iii) have occurred with respect to the Successor Rate then in effect, then, the Agent and the Company may amend this Agreement solely for the purpose of replacing the Relevant Rate for a Committed Currency (or other Foreign Currency, as applicable) or any then current Successor Rate for a Committed Currency (or other Foreign Currency, as applicable) in accordance with this Section 1.16 with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Committed Currency (or other Foreign Currency, as applicable) for such alternative benchmarks, and, in each case, including any mathematical or other adjustments to

such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Committed Currency (or other Foreign Currency, as applicable) for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders object to such amendment.

The Agent will promptly (in one or more notices) notify the Company and each Lender of the implementation of any Successor Rate.

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

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

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

SECTION 1.17 Interest Rates. The Agent does not warrant, nor accept responsibility, nor shall the Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers. The Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), 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 other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

SECTION 2.01 The Advances and Letters of Credit.

(a) The Term A Advance. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single Advance to Sealed Air US on the Closing Date, denominated in Dollars, in an amount not to exceed such Term A Lender’s respective Term A Commitment, as set forth on Schedule I. The Term A Borrowing shall consist of Term A Advances made simultaneously by the Term A Lenders in accordance with their respective Ratable Share of the Term A Facility. Any Term A Lender that is also a “Term A Lender” under the Existing Credit Agreement may make, in whole or in part, its respective Term A Advance, by means of a dollar-for-dollar, cashless exchange of all or a portion of the “Term A Advances” and/or “2019 Incremental Term Advances” (each as defined in the Existing Credit Agreement) it holds under the Existing Credit Agreement into Term A Advances pursuant to cashless settlement mechanisms reasonably approved by the Company, the Agent and such Term A Lender. Term A Advances may be Base Rate Advances, Daily Simple SOFR Advances or ▇▇▇▇ ▇▇▇▇ Advances, as further provided herein. Term A Advances which are repaid or prepaid may not be reborrowed.

(b) The Sterling Term A Advance. Subject to the terms and conditions set forth herein, each Sterling Term A Lender severally agrees to make a single Alternative Currency Daily Rate Advance to the Sterling Borrower on the Closing Date, denominated in Sterling, in an amount not to exceed such Sterling Term A Lender’s respective Sterling Term A Commitment, as set forth on Schedule I. The Sterling Term A Borrowing shall consist of Sterling Term A Advances made simultaneously by the Sterling Term A Lenders in accordance with their respective Ratable Share of the Sterling Term A Facility. Any Sterling Term A Lender that is also a “Sterling Term A Lender” under the Existing Credit Agreement may make, in whole or in part, its respective Sterling Term A Advance to the Sterling Borrower on the Closing Date, by means of a pound-for-pound, cashless exchange of all or a portion of the “Sterling Term A Advances” (as defined in the Existing Credit Agreement) it holds under the Existing Credit Agreement into Sterling Term A Advances pursuant to cashless settlement mechanisms reasonably approved by the Company, the Agent and such Sterling Term A Lender. Sterling Term A Advances which are repaid or prepaid may not be reborrowed. For the avoidance of doubt, all “Alternative Currency Daily Rate Advances” denominated in Sterling outstanding immediately prior to the Closing Date under the Existing Credit Agreement will be exchanged, subject to the terms and conditions set forth herein, for a like principal amount of Alternative Currency Daily Rate Advances on the Closing Date, as set forth on Schedule I.

(c) Revolving Credit Advances.

(i) Transpacific. Each Transpacific Revolving Lender severally agrees, on the terms and conditions hereinafter set forth, to make Transpacific Revolving Credit Advances to any Transpacific Revolver Borrower, in each case denominated in a Transpacific Committed Currency in which such Transpacific Revolver Borrower is permitted to borrow under the Transpacific Revolving Credit Facility as set forth in the definition of “Transpacific Committed Currencies” (and as may be otherwise agreed in accordance with Section 1.13 and/or Section 9.09 of this Agreement) from time to time on any Business Day during the period from the Closing Date until the Termination Date applicable to the Transpacific Revolving Credit Facility under clause (a) of the definition of “Termination Date”, in an aggregate amount not to exceed such Transpacific Revolving Lender’s Unused Transpacific Revolving Credit Commitment.

(ii) Multicurrency. Each Multicurrency Revolving Lender severally agrees, on the terms and conditions hereinafter set forth, to make Multicurrency Revolving Credit Advances to any Multicurrency Revolver Borrower, in each case denominated in a Multicurrency Committed Currency in which such Multicurrency Revolver Borrower is permitted to borrow under the Multicurrency Revolving Credit Facility as set forth in the definition of “Multicurrency Committed Currencies” (and as may be otherwise agreed in accordance with Section 1.13 and/or Section 9.09 of this Agreement) from time to time on any Business Day during the period from the Closing Date until the Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a) of the definition of “Termination Date”, in an aggregate amount not to exceed such Multicurrency Revolving Lender’s Unused Multicurrency Revolving Credit Commitment.

Each Revolving Credit Borrowing shall be in an amount not less than the Revolving Credit Borrowing Minimum or the Revolving Credit Borrowing Multiple in excess thereof and shall consist of Revolving Credit Advances of the same Type and in the same currency made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments. Within the limits of each Lender’s Revolving Credit Commitment, the Borrowers may borrow under this Section 2.01(c), prepay pursuant to Section 2.11 and reborrow under this Section 2.01(c).

(d) The Swing Line Advances. The Swing Line Bank agrees, on the terms and conditions hereinafter set forth, to make Swing Line Advances, denominated in Dollars, to the Company from time to time on any Business Day during the period from the Closing Date until the Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a) of the definition of “Termination Date” (i) in an aggregate amount not to exceed at any time outstanding $50,000,000 (the “Swing Line Sublimit”) and (ii) in an amount for each such Swing Line Advance not to exceed the Unused Multicurrency Revolving Credit Commitments of the Multicurrency Revolving Lenders immediately prior to the making of such Swing Line Advance. The Swing Line Bank agrees to make one or more Swing Line Advances on any Business Day. No Swing Line Advance shall be used for the purpose of funding the payment of

principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $1,000,000 or an integral multiple of $500,000 in excess thereof and, notwithstanding Section 2.10, shall consist of a Base Rate Advance made by the Swing Line Bank. Within the limits of the Swing Line Sublimit and within the limits referred to in clause (ii) above, the Company may borrow under this 2.01(d), prepay pursuant to Section 2.11 and reborrow under this Section 2.01(d).

(e) Letters of Credit. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue multicurrency letters of credit (each, a “Letter of Credit”) for the account of any Multicurrency Revolver Borrower under the Multicurrency Revolving Credit Facility from time to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date” (i) in an aggregate Available Amount (by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) for all Letters of Credit not to exceed at any time the Letter of Credit Sublimit, (ii) in an amount (by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) for each Issuing Bank not to exceed the amount of such Issuing Bank’s Letter of Credit Commitment at such time, (iii) in an amount (by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Multicurrency Revolving Credit Commitments of the Multicurrency Revolving Lenders at such time and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiaries. Each Letter of Credit shall be in an amount equal to the Equivalent of $500,000 or more and may be denominated in any Multicurrency Committed Currency (or Alternative Currency, to the extent permitted under Section 1.13 hereof). No Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date”; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place. Within the limits referred to above, any Multicurrency Revolver Borrower under the Multicurrency Revolving Credit Facility may request the issuance of Letters of Credit under this Section 2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(e). If a Letter of Credit shall be requested on behalf of a Subsidiary that is not a Multicurrency Revolver Borrower hereunder, the Company shall have furnished to the Issuing Bank, in form and substance reasonably satisfactory to the Issuing Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to the date of the requested issuance. Each “Existing Letter of Credit” listed on Schedule 2.01(e) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be a Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by a Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

(f) Incremental Advances. Each Lender having an Incremental Term Commitment or an Incremental Revolving Credit Commitment agrees, on the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Advances to the applicable Borrower or Borrowers and/or Incremental Revolving Credit Advances to the applicable Borrower or Borrowers, in an aggregate principal amount not to exceed its Incremental Term Commitment or Incremental Revolving Credit Commitment, as the case may be.

SECTION 2.02 Borrowing Mechanics.

(a) Each Term Borrowing and each Revolving Credit Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Agent. Each such notice must be received by the Agent not later than (I) 12:00 P.M. (New York City time) on the third Business Day prior to the date of any proposed Borrowing consisting of Term Rate Advances denominated in Dollars, (II) 12:00 P.M. (New York City time) on the Business Day prior to the date of any proposed borrowing consisting of Daily Simple SOFR Advances, and (III) 12:00 P.M. (New York City time) on the fourth Business Day prior to the date of any proposed Borrowing consisting of (A) Term Rate Advances denominated in any Foreign Currency or (B) Alternative Currency Daily Rate Advances denominated in Sterling, and (III) 11:00 A.M. (New York City time) on the date of the proposed Borrowing consisting of Base Rate Advances, and the Agent shall then give to each Lender prompt notice thereof by telecopier. Each such notice shall be given by telephone or by Notice of Borrowing; provided that any telephonic notice must be confirmed promptly by delivery to the Agent of a Notice of Borrowing. Each such notice (whether written or telephonic) shall specify the (i) applicable Borrower, (ii) applicable Facility, (iii) date of such Borrowing, (iv) Type of Advances comprising such Borrowing, (v) aggregate amount of such Borrowing, (vi) in the case of a Borrowing consisting of Term Rate Advances, the initial Interest Period for such Advance, and (vii) currency for each such Advance; provided, that the applicable Borrower shall not be entitled to request any Borrowing that, if made, would result in more than fifteen different Interest Periods being in effect hereunder at any one time. Each Lender shall before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in Dollars and, not later than the Applicable Time specified by the Agent in the case of any Borrowing in any Foreign Currency, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such ▇▇▇▇▇▇’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower requesting the applicable Borrowing at the address and in the account of such Borrower specified in the applicable Notice of Borrowing.

(b) Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing by the applicable Borrower to the Swing Line Bank and the Agent, of which the Agent shall give prompt notice to the Lenders. Each such notice of a Swing Line Borrowing shall be given by telephone or by Notice of Swing Line Borrowing; provided that any telephonic notice must be, confirmed promptly by delivery to the Agent of a Notice of Swing Line Borrowing. Each such notice (whether written or telephonic) shall specify the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no

later than the earlier of (A) the tenth Business Day after the requested date of such Borrowing and (B) the Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a) of the definition of “Termination Date” (the “Swing Line Advance Maturity Date”)). The Swing Line Bank shall, before 3:00 P.M. (New York City time) on the date of such Swing Line Borrowing, make such Swing Line Borrowing available to the Agent at the Agent’s Account, in same day funds. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the applicable Borrower at the address and in the account of such Borrower specified in the applicable Notice of Swing Line Borrowing. Upon written demand by the Swing Line Bank, with a copy of such demand to the Agent, each other Multicurrency Revolving Lender will purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Multicurrency Revolving Lender, such other Multicurrency Revolving Lender’s Ratable Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Agent for the account of the Swing Line Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to its Ratable Share of such Swing Line Advance. Each Borrower hereby agrees to each such sale and assignment. Each Multicurrency Revolving Lender agrees to purchase its Ratable Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 12:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Multicurrency Revolving Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Multicurrency Revolving Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any Multicurrency Revolving Lender shall not have so made its Ratable Share of such Swing Line Advance available to the Agent, such Multicurrency Revolving Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date such Multicurrency Revolving Lender is required to have made such amount available to the Agent until the date such amount is paid to the Agent, at the Federal Funds Rate. If such Multicurrency Revolving Lender shall pay to the Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Multicurrency Revolving Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day.

(c) Anything in subsection (a) above to the contrary notwithstanding, (i) after giving effect to all Term A Borrowings and Sterling Term A Borrowings, there shall not be more than five Interest Periods in effect in respect of either the Term A Facility or Sterling Term A Facility and (ii) after giving effect to all Revolving Credit Borrowings, there shall not be more than (A) five Interest Periods in effect in respect of the Transpacific Revolving Credit Facility and (B) ten Interest Periods in effect in respect of the Multicurrency Revolving Credit Facility.

(d) Each Notice of Borrowing and Notice of Swing Line Borrowing of any Borrower shall be irrevocable and binding on such Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, the Borrower requesting such Borrowing shall indemnify each Lender against any 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 loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation 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.

(e) Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing under the applicable Revolving Credit Facility that such Lender will not make available to the Agent such ▇▇▇▇▇▇’s ratable portion of such Borrowing under the applicable Revolving Credit Facility, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing under the applicable Revolving Credit Facility in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower requesting such Borrowing under the applicable Revolving Credit Facility on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such ▇▇▇▇▇▇ agrees to repay to the Agent forthwith on demand such corresponding amount. If such Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the applicable Borrower and such Borrower shall immediately pay such corresponding amount to the Agent. The Agent shall also be entitled to receive from such Lender or such Borrower, as the case may be, interest on such corresponding amount, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances comprising such Borrowing under the applicable Revolving Credit Facility and (ii) in the case of such Lender, (A) the Federal Funds Rate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies or other Foreign Currencies. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

(f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing or to prejudice any rights which any Borrower may have against any Lenders as a result of any default by such Lender hereunder. No Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

(g) Notwithstanding anything herein to the contrary, each Lender at its option may make any Advances by causing any domestic or foreign branch or Affiliate of such Lender to make such Advances through any Applicable Lending Office; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Advances in accordance with the terms of this Agreement. Unless the context otherwise requires, each reference to a Lender shall include its Applicable Lending Office.

(h) With respect to any Alternative Currency Daily Rate, Daily Simple SOFR or Term Rate, the Agent will have the right, in its reasonable discretion and in consultation with the Borrowers, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.

SECTION 2.03 Issuance of and Drawings and Reimbursement Under Letters of Credit.

(a) Request for Issuance. Each Letter of Credit issued under the Multicurrency Revolving Credit Facility shall be issued upon notice (a “Notice of Issuance”), given not later than 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree) or 12:00 P.M. (Sydney, Australia time) on the fourth Business Day prior to the date of the proposed issuance of such Letter of Credit if denominated in AU$, by any Multicurrency Revolver Borrower under the Multicurrency Revolving Credit Facility to any Issuing Bank, and such Issuing Bank shall give the Agent prompt notice thereof by facsimile, following its receipt of a Notice of Issuance from the applicable Borrower; provided that any Letter of Credit requested pursuant to this Agreement may state or indicate that the Company or any of its Restricted Subsidiaries is the “Account Party”, “Applicant”, “applicant”, “Requesting Party” or any similar designation. Each such Notice of Issuance of a Letter of Credit shall be initially made by telephone, confirmed promptly thereafter in writing or by facsimile, and shall specify therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) [reserved], (D) the currency in which such Letter of Credit is to be denominated, (E) expiration date of such Letter of Credit (which shall not be later than the earlier of five Business Days prior to the scheduled Termination Date of the Multicurrency Revolving Credit Facility (under clause (a)(i) of the definition of “Termination Date”) or one year after the date of issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place after such scheduled Termination Date), (F) name and address of the beneficiary of such Letter of Credit, and (G) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for issuance of letters of credit as such Issuing Bank may specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (and, for the avoidance of doubt, no Issuing Bank shall be required to issue any Letter of Credit other than a standby letter of credit unless such Issuing Bank agrees in its sole discretion), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Section 3.02, make such Letter of Credit available to the Borrower requesting such issuance at its office referred to

in Section 9.02 or as otherwise agreed with such Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Each Borrower hereby acknowledges and agrees that, notwithstanding anything to the contrary in any Letter of Credit requested pursuant to or issued under this Agreement which may state or indicate that the “Account Party”, “Applicant”, “applicant”, “Requesting Party” or any similar designation with respect to such requested Letter of Credit is a Person other than the applicable requesting Borrower, (i) such Borrower is, and shall at all times remain, the “Applicant” (as defined in Section 5-102(a) of the Uniform Commercial Code, as in effect in the State of New York) with respect to each Letter of Credit issued by the Issuing Bank pursuant to a Notice of Issuance, and (ii) all such Letters of Credit shall constitute “Letters of Credit” under, and as defined in, this Agreement. No Issuing Bank shall be under any obligation to issue any Letter of Credit if (1) 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 such Letter of Credit, or any Law applicable to such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance 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 Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (2) the form, substance or proposed beneficiary of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

(b) 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 Multicurrency Revolving Lenders, such Issuing Bank hereby grants to each such applicable Multicurrency Revolving Lender, and each such Multicurrency Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Multicurrency Revolving Lender’s Ratable Share of the Available Amount of such Letter of Credit. Each Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each of the Multicurrency Revolving Lenders hereby absolutely and unconditionally agree to pay to the Agent, for the account of such Issuing Bank, such Multicurrency Revolving ▇▇▇▇▇▇’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank, and not reimbursed by the applicable Borrower by payment in full to the Agent not later than 3:00 p.m. (New York City time) on the Business Day following the date of such payment, in accordance with the terms of this Agreement, or of any reimbursement payment required to be refunded to any Borrower for any reason. Each Multicurrency Revolving Lender hereby 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 any Multicurrency Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Multicurrency Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such ▇▇▇▇▇▇’s Ratable Share of the Available Amount of such Letter of Credit under the Multicurrency Revolving Credit Facility at each time such ▇▇▇▇▇▇’s Multicurrency Revolving Credit Commitment is amended pursuant to an assignment in accordance with Section 9.07 or otherwise pursuant to this Agreement.

(c) Drawing and Reimbursement. Not later than 3:00 p.m. (New York City time) on the Business Day following the date of any payment by the applicable Issuing Bank under a Letter of Credit or 3:00 P.M. (Sydney, Australia time) on the Business Day following the date of any payment by the applicable Issuing Bank under a Letter of Credit denominated in AU$, the Company shall pay (or shall cause the applicable Borrower to pay) to the Agent, an amount equal to the full amount of such drawing plus all accrued and unpaid interest thereon from the date of such drawing through and including the date of such payment (which shall accrue at the Base Rate), which amount shall be payable in the currency in which such Letter of Credit was issued, and the Agent shall promptly apply such amount to either (x) reimburse the applicable Issuing Bank for the full amount of such drawing plus all accrued and unpaid interest thereon, or (y) to the extent that the Multicurrency Revolving Lenders shall have already funded participations or Revolving Credit Advances with respect to the payment under such Letter of Credit, pursuant to Section 2.03(b) above or this Section 2.03(c), to pay to each such Multicurrency Revolving Lender an amount equal to such Multicurrency Revolving Lender’s Ratable Share of such drawing plus all accrued and unpaid interest thereon (which shall accrue at the Base Rate). If the Company does not comply with the provisions of the preceding sentence, then the payment by an Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Revolving Credit Advance under the Multicurrency Revolving Credit Facility, which shall be a Base Rate Advance, in the amount of such draft (and if such Letter of Credit was originally denominated in a currency other than Dollars, such deemed Advance shall also automatically be exchanged for an Equivalent amount of Dollars at the then applicable Spot Rate). The applicable Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Agent and the Company, each Multicurrency Revolving Lender shall pay to the Agent such Multicurrency Revolving Lender’s Ratable Share of such outstanding Multicurrency Revolving Credit Advance under the Multicurrency Revolving Credit Facility, by making available for the account of its Applicable Lending Office to the Agent for the account of such Issuing Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Advance to be funded by such Lender. Each Multicurrency Revolving Lender acknowledges and agrees that its obligation to make Multicurrency Revolving Credit Advances 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 Multicurrency Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank. Each Multicurrency Revolving Lender agrees to fund its Ratable Share of an outstanding Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank; provided that notice of such demand is given not later than 12:00 P.M. (New York City time) on such Business Day or 11:00 A.M. (Sydney, Australia time) on such Business Day in the case of Advances denominated in AU$, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after

such time. If and to the extent that any Revolving Lender shall not have so made the amount of such Multicurrency Revolving Credit Advance available to the Agent, such Multicurrency Revolving Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable.

(d) Letter of Credit Reports. The applicable Issuing Bank shall furnish (A) to the Agent (with a copy to the Company) on the last Business Day of each fiscal quarter a written report summarizing issuance and expiration dates of Letters of Credit under the Multicurrency Revolving Credit Facility during the preceding month and drawings during such month under all Letters of Credit and (B) to the Agent (with a copy to the Company) on the first Business Day of each calendar quarter a written report setting forth the actual daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit.

(e) Replacement of an Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement between the Borrower, the Agent, the replaced Issuing Bank and the successor Issuing Bank. The Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.05(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to include such successor or any previous Issuing Bank, or 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.

SECTION 2.04 Incremental Commitments.

(a) The Company (for and on behalf of itself, or in its capacity as Borrower Representative on behalf of any other Borrower, as applicable) may, by written notice to the Agent from time to time, request Incremental Term Commitments and/or Incremental Revolving Credit Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Term Advances and/or Incremental Revolving Credit Advances, as the case may be, in their sole discretion; provided, that each Incremental Term Lender and/or Incremental Revolving Lender (which is not an existing Lender) shall be subject to the approval requirements of Section 9.07. Such notice shall set forth (A) the amount of the Incremental Term Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $25,000,000 or equal to the remaining Incremental Amount), (B) the date on which such Incremental Term Commitments and/or Incremental Revolving Credit Commitments are requested to become effective (the “Increased Amount Date”) and (C) (i) whether such Incremental Term Commitments are to be commitments to make

term advances with pricing and/or amortization terms different from the then-outstanding Term Advances (“Other Term Advances”) and/or (ii) whether such Incremental Revolving Credit Commitments are to be Revolving Credit Commitments or commitments to make revolving advances with pricing and/or amortization terms different from the then-outstanding Revolving Credit Advances (“Other Revolving Credit Advances”).

(b) The applicable Borrower and such other Loan Parties as may be required with respect to such Incremental Term Commitment or Incremental Revolving Credit Commitment and each Incremental Term Lender and/or Incremental Revolving Lender shall execute and deliver to the Agent an Incremental Assumption Agreement, guarantor acknowledgments and consents, Notes (if requested in advance by the applicable Lenders) and such other closing or corporate documentation as the Agent (acting at the direction of the applicable Incremental Lenders) shall reasonably request. Each Incremental Assumption Agreement shall specify the terms of the Incremental Term Advances and/or Incremental Revolving Credit Advances to be made thereunder, and shall be made (x) on terms and conditions agreed to by the applicable Borrower and the applicable Incremental Lenders, and in a form that is reasonably acceptable to the Agent; provided, that (i) the Other Term Advances and Other Revolving Credit Advances shall rank pari passu in right of payment and of security with the Term Advances and Revolving Credit Advances, as applicable, (ii) the final maturity date of (A) any Other Term Advances shall be no earlier than the Latest Scheduled Term Loan Termination Date and (B) any Other Revolving Credit Advances shall be no earlier than the scheduled Termination Date applicable to the Revolving Credit Facilities (under clause (a)(i) of the definition of “Termination Date”), (iii) the weighted average life to maturity of any Other Term Advances shall be no shorter than the longest remaining weighted average life to maturity of any Term Facility outstanding immediately prior to the execution and delivery of such Incremental Assumption Agreement, (iv) the Other Revolving Credit Advances shall require no scheduled amortization or mandatory commitment reductions prior to the scheduled Termination Date applicable to the Revolving Credit Facilities (under clause (a)(i) of the definition of “Termination Date”) and (v) no Default (except in the connection with a Limited Condition Acquisition, in which case this requirement shall be that no Specified Event of Default shall have occurred and be continuing or would result from such Incremental Term Advance and/or Incremental Revolving Credit Advance) shall have occurred and be continuing or would result from such Incremental Term Advances and/or Incremental Revolving Credit Advances.

(c) Notwithstanding the foregoing, no Incremental Term Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.04 unless (i) on the date of such effectiveness, the representations and warranties set forth in Section 4.01 shall be true and correct (in the case of a Limited Condition Acquisition, to the extent required under Section 1.14) and the Agent (acting at the direction of the applicable Incremental Lenders) shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable Borrower, (ii) the Agent shall have received (or waived, in accordance with the terms of the relevant Incremental Assumption Agreement) legal opinions, board resolutions and other closing certificates and documentation as required by the relevant Incremental Assumption Agreement and consistent with those delivered on the Closing Date under Section 3.01 and such additional documents and filings (including amendments to the Collateral Documents) as the Agent may reasonably require to assure that the Incremental Term Advances and/or Incremental Revolving Credit Advances are secured by the Collateral

ratably with the existing Term Advances and Revolving Credit Advances, and (iii) subject to Section 1.14, the Borrowers would be in Pro Forma Compliance, calculated as of the last day of the most recently ended fiscal quarter for which financial statements delivered under Section 5.01(a)(i) are available, determined on a Pro Forma Basis giving effect to such Incremental Term Commitment and/or Incremental Revolving Credit Commitments (assuming for such purpose that any such Incremental Revolving Credit Commitments are fully drawn) and the Advances to be made thereunder and the application of the proceeds therefrom as if made and applied on such date.

(d) Each of the parties hereto hereby agrees that the Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Advances and/or Incremental Revolving Credit Advances (other than Other Term Advances or Other Revolving Credit Advances), when originally made, are included in each Borrowing of outstanding Term Advances or Revolving Credit Advances on a pro rata basis.

(e) Incremental Notes.

(i) Any Borrower may from time to time, upon notice to the Agent, specifying in reasonable detail the proposed terms thereof, issue one or more series of secured notes ranking pari passu in right of payment and security with the Facilities (such notes, collectively, “Incremental Notes”) in an aggregate amount not to exceed the Incremental Amount (which shall be in minimum increments of $5,000,000 and a minimum amount of $25,000,000 or equal to the remaining Incremental Amount).

(ii) Each issuance of Incremental Notes shall be on the terms set forth in this clause (ii), and as a condition precedent to the effectiveness of such issuance the Company shall have delivered to the Agent a certificate dated as of the date of issuance of the Incremental Notes signed by a Responsible Officer of the Company attaching the resolutions adopted by the Company approving or consenting to the effectiveness of such Incremental Notes and certifying as to the Company’s compliance the following clauses (A) through (H) in respect of such issuance of Incremental Notes: (A) such Incremental Notes shall not be guaranteed by any person that is not a Guarantor, (B) such Incremental Notes will be secured only by the Collateral and shall be subject to an intercreditor agreement on customary intercreditor terms to be reasonably acceptable to the Agent and the Company, (C) the final maturity date of such Incremental Notes shall be no earlier than 91 days after the Latest Scheduled Termination Date, (D) the weighted average life to maturity of such Incremental Notes shall be no shorter than the longest remaining weighted average life to maturity of any Term Facility outstanding at the time of the issuance of the Incremental Notes, (E) such Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary change of control provisions and (2) other mandatory redemption or prepayment provisions to the extent any such mandatory redemption or prepayment is required to be applied pro rata (or less than pro rata) basis to the Term Advances and other Indebtedness that is secured on a pari passu basis with the Obligations), (F) the terms and

conditions of such Incremental Notes (other than interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or reception premiums and terms) shall be on market terms for comparable senior secured notes (as determined by the Company in good faith and as reasonably agreed by the Agent) and, if not consistent with the terms and conditions of the Facilities, shall not be materially more restrictive or burdensome to the Loan Parties when taken as a whole than the terms and conditions of the Facilities, taken as a whole, (G) such Incremental Notes shall not have the benefit of any financial maintenance covenant more restrictive than the covenant set forth in Section 5.03 unless the Lenders shall also have the benefit of such financial maintenance covenant on the same terms or such financial maintenance covenant applies only after the latest Termination Date then applicable to any Facility and (H) no Event of Default (except in the connection with a Limited Condition Acquisition, in which case such requirement shall be no Specified Event of Default) shall have occurred and be continuing or would result from such the issuance of such Incremental Notes.

(f) Amendments. The Lenders hereby authorize the Agent to enter into amendments to this Agreement and the other Loan Documents with the Company or any Restricted Subsidiary as may be necessary in order to (i) secure any Incremental Notes with the Collateral and/or (ii) to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Agent and the Company in connection with the incurrence of any Incremental Facility or the issuance of any Incremental Notes, in each case on terms consistent with the relevant provisions of this Section 2.04.

SECTION 2.05 Fees. (a) Commitment Fee. The Company will pay, or will cause another Borrower to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.