US$1,800,000,000 SENIOR UNSECURED SUSTAINABILITY-LINKED REVOLVING CREDIT AGREEMENT dated as of April 29, 2022 among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, TEVA PHARMACEUTICALS USA, INC., TEVA PHARMACEUTICAL FINANCE NETHERLANDS II B.V. and TEVA...

Exhibit 10.1

EXECUTION VERSION

US$1,800,000,000

SENIOR UNSECURED SUSTAINABILITY-LINKED

REVOLVING CREDIT AGREEMENT

dated as of

April 29, 2022

among

TEVA PHARMACEUTICAL INDUSTRIES LIMITED,

TEVA PHARMACEUTICALS USA, INC.,

TEVA PHARMACEUTICAL FINANCE NETHERLANDS II B.V.

and

TEVA PHARMACEUTICAL FINANCE NETHERLANDS III B.V.,

as Borrowers,

THE LENDERS PARTY HERETO FROM TIME TO TIME,

and

BANK OF AMERICA, N.A.,

as Administrative Agent

and

BANK OF AMERICA EUROPE

DESIGNATED ACTIVITY COMPANY,

as Sustainability Coordinator

BANK OF AMERICA EUROPE

DESIGNATED ACTIVITY COMPANY,

as Documentation Agent,

BANK OF AMERICA EUROPE DAC, BNP PARIBAS, CITIBANK, N.A., ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, HSBC BANK PLC, INTESA SANPAOLO S.P.A., ▇.▇. ▇▇▇▇▇▇ S.E., MIZUHO BANK, LTD., MUFG BANK, LTD. AND PNC BANK, NATIONAL ASSOCIATION,

as Bookrunner & Mandated Lead Arrangers

▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Table of contents

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ii

iii

iv

SCHEDULES and ANNEXES

Annex 1

Rate Table

Annex 2

Sustainability Table

Schedule 1

[Reserved]

Schedule 2.01 - Revolving Commitments

Schedule 3.18 - Stamp Taxes

Schedule 6.03 - Existing Liens

Schedule 11.22 - Swiss Qualifying Banks or Swiss Non-Qualifying Banks

Exhibit A.

Form of Assignment and Assumption

Exhibit B.

Part A - Form of Loan Notice

Part B - Form of Swingline Loan Notice

Part C - Form of Notice of Loan Prepayment

Exhibit C.

Form of Interest Election Request

Exhibit D.

Form of Compliance Certificate

Exhibit E.

Form of Revolving Loan Note

Exhibit F.

Form of Swingline Loan Note

Exhibit G.

Form of Solvency Certificate

Exhibit H.

Form of LC Request

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Exhibit I.

Form of Borrower Accession Notice

Exhibit J.

Forms of Extension Notices

Part A - Form of Extension Request Notice

Part B - Form of Extension Request Acceptance Notice

Exhibit K.

Forms of U.S. Tax Compliance Certificates

Part A - Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Part B - Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Part C - Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Part D - Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Exhibit L.

Form of Sustainability Pricing Certificate

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SENIOR UNSECURED SUSTAINABILITY-LINKED REVOLVING CREDIT AGREEMENT

This Senior Unsecured Sustainability-Linked Revolving Credit Agreement (this “Agreement” or “Credit Agreement”), dated as of April 29, 2022 is among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, an Israeli company registered under no ▇▇-▇▇▇▇-▇▇▇, the registered address of which is at Dvora ▇▇▇▇▇▇▇ ▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ (the “Company” or “Parent”), TEVA PHARMACEUTICALS USA, INC., a Delaware corporation, the principal office of which is at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (“Teva USA” or the “US Borrower”), TEVA PHARMACEUTICAL FINANCE NETHERLANDS II B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, with its official seat (statutaire zetel) in Amsterdam, the Netherlands, having its office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and registered with the Dutch trade register under number 59012161 (the “Dutch II Borrower”), TEVA PHARMACEUTICAL FINANCE NETHERLANDS III B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, with its official seat (statutaire zetel) in Amsterdam, the Netherlands, having its office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and registered with the Dutch trade register under number 64156729 (the “Dutch III Borrower” and, together with the Dutch II Borrower, the “Dutch Borrowers” and each a “Dutch Borrower”), the Additional Borrowers party hereto from time to time, BANK OF AMERICA, N.A., (the “Administrative Agent”), BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY, (the “Sustainability Coordinator”) and the Lenders (as defined below).

The parties hereto agree as follows:

As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan, refers to a Loan which bears interest at a rate determined by reference to the Alternate Base Rate.

“Additional Borrower” means a Swiss Additional Borrower or any wholly-owned Subsidiary that becomes a Borrower under this Agreement in accordance with Section 10.01.

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

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

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

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agency” means each of ▇▇▇▇▇’▇ and S&P.

“Agent’s Group” has the meaning specified in Section 8.02(b).

“Aggregate Commitments” means, with respect to any Tranche, the aggregate amount of all of the Lenders’ Commitments under such Tranche.

“Agreed Currency” means Dollars or euros, as applicable.

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

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) Term SOFR for a one-month Interest Period on such day plus 1%; provided that if the Alternate Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the one-month Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the one-month Term SOFR, respectively.

“Alternate Currency Loans” means Loans denominated in Euros.

“Anti-Corruption Laws” means each of the United States Foreign Corrupt Practices Act of 1977, the Israeli Penal Code, 1977 and the U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, each as amended and including all regulations thereunder, and all other similar anti-corruption regulations or legislation in other jurisdictions applicable to the Parent or its Subsidiaries.

“Anti-Money Laundering Laws” means all applicable money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, which in each case are issued, administered or enforced by any Governmental Authority in any jurisdiction applicable to the Parent or its Subsidiaries, including, without limitation, the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Applicable Authority” means (a) with respect to SOFR, the CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, and (b) with respect to euros, the applicable administrator for EURIBOR or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator.

“Applicable Commitment Fee” means, for any day with respect to the undrawn Commitment, the percentages per annum specified in the Rate Table in Annex I hereto in the “Applicable Commitment Fee” row based on the then applicable Rating.

“Applicable Utilization Fee” means, for any day with respect to the Loans and Letters of Credit then currently outstanding, the percentages per annum specified in the Rate Table in Annex I hereto in the “Applicable Utilization Fee” row based on the then aggregate Loans and Letters of Credit then currently outstanding.

“Applicable Margin” means, with respect to each Type of Loan, for any day with respect to any Loan of such applicable Type, the percentages per annum specified in the Rate Table in Annex I hereto in the applicable “Applicable Margin” row for such Type based on the then applicable Rating.

“Applicable Percentage” means, with respect to any Lender under any Tranche, the percentage of the total Aggregate Commitments of all Lenders under such Tranche represented by such Lender’s Commitments under such Tranche. If the Aggregate Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the applicable Commitments of such Tranche most recently in effect, giving effect to any assignments.

“Approved Currency” means each of dollars and Euro.

“Approved Electronic Communications” means each Communication that the Parent is obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein, including any financial statement, financial and other report, notice, request, certificate and other information material; provided, however,

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that, solely with respect to delivery of any such Communication by the Parent to the Administrative Agent and without limiting or otherwise affecting either the Administrative Agent’s right to effect delivery of such Communication by posting such Communication to the Approved Electronic Platform or the protections afforded hereby to the Administrative Agent in connection with any such posting, “Approved Electronic Communication” shall exclude (i) any notice of borrowing, notice of continuation, and any other notice, demand, communication, information, document and other material relating to a request for a new Loan, (ii) any notice pursuant to Section 2.08 and any other notice relating to the payment of any principal or other amount due under any Loan Document prior to the scheduled date therefor, (iii) all notices of any Event of Default and (iv) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Article 4 or any other condition to any Loan or other extension of credit hereunder or any condition precedent to the effectiveness of this Agreement.

“Approved Electronic Platform” has the meaning specified in Section 11.02.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business 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.

“Arranger Party” means each of the Documentation Agent and Bookrunners & Mandated Lead Arrangers.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.05), and accepted by the Administrative Agent, substantially in the form of Exhibit A or any other form approved by the Administrative Agent and the Parent.

“Availability Period” means, in respect of any Tranche, the period from and including the Effective Date to but excluding the earlier of seven calendar days (or if not a Business Day, the immediately preceding Business Day) prior to the applicable Maturity Date and the date of termination of the Revolving Commitments.

“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).

“Bankruptcy Law” has the meaning set forth in Section 7.01(g).

“Basel III” means “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems”, “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring” and “Guidance for National Authorities Operating the Countercyclical Capital Buffer” published by the Basel Committee on 16 December 2010, each as amended, supplemental or restated, the “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated, and any other finalised form of further guidance, directives or standards published by the Basel Committee or other relevant committee, agency, authority or central bank that addresses such proposals.

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“Basel Committee” means the Basel Committee on Banking Supervision.

“Benchmark Rate” means, for any Loans or Letters of Credit:

Notwithstanding the foregoing, if the Benchmark Rate, determined as provided above, would otherwise be less than zero, then the Benchmark Rate shall be deemed to be zero for all purposes.

“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 Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Bookrunners & Mandated Lead Arrangers” has the meaning set forth on the cover hereof.

“Borrower” or “Borrowers” means each or any of the Parent and each Subsidiary Borrower.

“Borrowing” means Loans of the same Type and currency made, converted or continued on the same date and, in the case of Benchmark Rate Loans, as to which a single Interest Period is in effect.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located; provided that:

(a) if such day relates to any interest rate settings as to an euro-denominated Loan, any fundings, disbursements, settlements and payments in Euro in respect of any such euro-denominated Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such euro-denominated Loan, means a Business Day that is also a TARGET Day and a day on which banks are open for foreign exchange business in Paris;

(b) if such day relates to any fundings, disbursements, settlements and payments in respect of Loans denominated in dollars, or any other dealings in dollars to be carried out pursuant to this Agreement in respect of any such Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in New York, Paris or Zurich (only to the extent relating to a matter involving a Swiss Borrower).

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“Capital Markets Indebtedness” means any third party Indebtedness for borrowed money consisting of bonds, debentures, notes or other debt securities that are traded on a public market or broadly syndicated loans or other commercial bank credit facilities.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, adoption or application thereof by any Governmental Authority or (c) the making or issuance of, and compliance by the relevant Lender with, any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, and all requests, rules, guidelines, requirements and directives promulgated thereunder or issued in connection therewith, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” shall be deemed to occur upon the occurrence of any one or more of the following:

“CME” means CME Group Benchmark Administration Limited.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Commitment” means, with respect to each Lender under any Tranche, such Lender’s Revolving Commitment under such Tranche, as the context requires, as applicable (which shall include such Lender’s commitment with respect to Swingline Loans, if any).

“Commitment Fees” has the meaning specified in Section 2.09(a).

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“Communication” means this Agreement, any 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 hereto.

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate for an Agreed Currency or Term SOFR, as applicable, any conforming changes to the definitions of “Alternate Base Rate”, “SOFR”, “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “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 Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative 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 rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Consolidated Cash and Cash Equivalents” means (without duplication), with respect to any Person, the:

included in the cash and cash equivalents accounts listed on the consolidated balance sheet of the Parent and its Subsidiaries, determined on a consolidated basis in accordance with GAAP (excluding any such cash or cash equivalents subject to an Encumbrance, other than non-consensual Permitted Encumbrances).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Covered Party” has the meaning specified in Section 11.26.

“Credit Exposure” means, with respect to any Lender under any Tranche at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans under such Tranche, as applicable, at such time, expressed as the Dollar Equivalent of any Loan denominated in Euro, and its LC Exposure and Swingline Exposure at such time, in each case under such relevant Tranche, as applicable.

“Credit Extension” means, as the context may require, (i) the making of a Loan by a Lender, (ii) the issuance of any Letter of Credit, or the extension, amendment or renewal of any existing Letter of Credit, by an Issuing Bank, or (iii) the making of a Swingline Loan by a Swingline Lender.

“Creditworthy Entity” has the meaning set forth in Section 11.05(b).

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“Daily Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source).

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, 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.

“Default” means any event or condition which constitutes an Event of Default or which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Loan Documents or any combination of any of the foregoing), unless cured or waived, become an Event of Default.

“Defaulting Lender” means, subject to Section 2.20(e), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the applicable Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable failure, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including with respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the applicable Borrower or the Administrative Agent or any Issuing Bank or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable failure, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the applicable Borrower, to confirm in writing to the Administrative Agent and the applicable Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the applicable Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; 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. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(e)) upon delivery of written notice of such determination to the applicable Borrower, any Issuing Bank, the Swingline Lender and each Lender.

“Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

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“Delaware Divided LLC” means any Delaware LLC which has been formed upon consummation of a Delaware LLC Division.

“Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

“Determination Date” means, with respect to any Letter of Credit, (i) the most recent date upon which one of the following shall have occurred: (x) the date of issuance of such Letter of Credit, (y) the date on which any Issuing Bank was or is, as applicable, required to deliver a notice of non-renewal with respect to such Letter of Credit, and (z) the first Business Day of each month, commencing on the first Business Day following the issuance of such Letter of Credit; and (ii) such other date determined by the Administrative Agent in its sole discretion.

“Documentation Agent” has the meaning set forth on the cover hereof.

“Dollar 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 Euro, the equivalent amount thereof in Dollars as determined by the Administrative 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 Euros.

“Dollar Loans” means Loans denominated in dollars.

“Dollars,” “dollars,” “$” or “US$” refers to lawful money of the United States of America.

“Dutch Attorney-in-Fact” shall have the meaning assigned to such term in Section 11.24.

“Dutch Borrower” shall have the meaning assigned to such term in the preamble hereto, together with its permitted successors and assigns.

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

“Dutch Insolvency Event” means any bankruptcy (faillissement), (preliminary) suspension of payments ((voorlopige) surseance van betaling), administration (onderbewindstelling), dissolution (ontbinding), a Dutch Borrower having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990) or Section 60 of the Social Insurance Financing Act of the Netherlands (Wet Financiering Sociale Verzekeringen) in conjunction with Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990).

“EBITDA” means, for any Test Period, the consolidated income before income taxes of the Parent and its Subsidiaries for such Test Period, determined on a consolidated basis in accordance with GAAP:

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For purposes of this definition, a gain, expense or loss shall only be deemed as being “extraordinary,” “unusual” or “non-recurring” if either (x) it is classified (in accordance with GAAP) as “extraordinary” or “unusual” on the face of the annual or quarterly consolidated financial statements of the Parent or (y) (i) it is a gain, expense or loss realized during the Test Period that in the good faith judgment of senior management of the Parent is not reasonably likely to recur within the two years following such period and (ii) there has not been another gain, expense or loss identical or similar to such gain, expense or loss realized within the preceding two years.

With respect to any period during which an acquisition or asset sale has occurred (each, a “Subject Transaction”), for purposes of determining the Interest Cover Ratio and the Leverage Ratio, without duplication of clauses (a) and (b) above, EBITDA shall be calculated with respect to such period on a pro forma basis using the historical audited financial statements of any business so acquired (as if such acquisition had been effected on the first day of such Test Period) or sold (as if such sale had been effected immediately prior to the beginning of such Test Period).

“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.

“Effective Date” means the first Business Day on which the conditions precedent of Section 4.01 are each satisfied in full or waived.

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

“Eligible Assignee” means any Person to whom a Loan, Commitment and other rights and obligations under this Agreement may be assigned in accordance with Section 11.05(b).

“Engagement Letter” means the engagement letter with respect to this Agreement between the Dutch III Borrower, the Parent and the Documentation Agent dated March 30, 2022.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Encumbrance” means mortgage, charge, pledge, lien, assignment by way of security, hypothecation, security interest, title retention, preferential right or trust arrangement or any other security agreement or arrangement having a similar effect.

“Environmental Law” means any statutory or common law, treaty, convention, directive or regulation having legal or judicial effect whether of a criminal or civil nature, concerning the environment, the preservation or reclamation of natural resources, or the management, release or threatened release of any Hazardous Materials or to health and safety matters.

“Equity Credit” means equity content or equity credit (or similar or successor classification or treatment).

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“ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) that, together with such Person, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) with respect to a Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived; (c) the failure to make by its due date a required installment under Section 430(j) of the Code, with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence by the Parent or any Subsidiary or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by the Parent, any Subsidiary or any of their ERISA Affiliates from the Pension Benefit Guaranty Corporation (or any successor entity performing similar functions) or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by any of the Parent, any of its Subsidiaries or any of their ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (h) the receipt by any of the Parent, any of its Subsidiaries or their ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (i) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security or the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; (k) the occurrence of a non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to a Plan which could reasonably be expected to result in liability to any of the Parent or any of its Subsidiaries; and (l) any event similar to any event described in (a) through (k) above but with respect to a Non-US Plan.

“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” has the meaning assigned thereto in the definition of “Benchmark Rate”.

“EURIBOR Rate” has the meaning assigned thereto in the definition of “Benchmark Rate”.

“Euro,” “euro” or “€” means the single currency of the member states of the European Communities that adopt or have adopted the euro as their lawful currency in accordance with the legislation of the European Union relating to European Monetary Union.

“Euro Equivalent” means, as to any amount denominated in dollars as of any date of determination, the amount of Euro that could be purchased with such amount of dollars based upon the rate at which the Administrative Agent offers to sell Euro for dollars in the London foreign exchange market at approximately 11:00 a.m., London time, on such date for delivery two (2) Business Days later.

“Event of Default” has the meaning assigned to such term in Article 7.

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

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any Issuing Bank, or other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, (a) Taxes imposed on (or measured by) its net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed by the United States of America, by any state (including any locality or subdivision thereof) or the District of Columbia or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located or (ii) that are Other Connection Taxes, (b) in the case of a Lender, (other than pursuant to an assignment request by the Borrower under Section 2.17(b)) any withholding tax that is attributable to such Lender’s failure to comply with Section 2.15(f), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from any Borrower with respect to such withholding tax pursuant to Section 2.15(a), and (c) any withholding Taxes imposed under FATCA.

“Existing Revolving Credit Facility” means the Company’s existing Senior Unsecured Revolving Credit Agreement among et al. the Parent and Bank of America, N.A., as administrative agent, dated April 8, 2019 (as amended from time to time).

“Extension Request Notice” means a notice by the Parent to the Administrative Agent requesting an extension of the applicable Maturity Date, delivered pursuant to and in accordance with Section 2.07(a), and in the form set out in Part A of Exhibit J.

“Extension Request Acceptance Notice” means a notice by a Lender accepting the Parent’s request to extend the applicable Maturity Date to the First Extension Termination Date or to the Second Extension Termination Date, as the case may be, delivered pursuant to and in accordance with Section 2.07(a), and in the form set out in Part B of Exhibit J.

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

“FATF Public Statement Jurisdiction” means Iran and North Korea, being the two jurisdictions identified by the Financial Action Task Force (“FATF”) in its June 2018 Public Statement as subject to a FATF call on its members and other jurisdictions (i) to apply enhanced due diligence measures proportionate to the risks arising from the jurisdiction(s); and/or (ii) to apply counter-measures to protect the international financial system from the ongoing and substantial money laundering and financing of terrorism risks emanating from the jurisdiction(s) available at ▇▇▇▇://▇▇▇.▇▇▇▇-▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇-▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇-▇▇▇▇.▇▇▇▇.

“Federal Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, 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

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America, N.A. on such day on such transactions as determined by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Effective Rate, determined as provided above, would otherwise be less than zero, then the Federal Funds Effective Rate shall be deemed to be zero for all purposes.

“Fee Letter” means the administrative agency fee letter agreement relating to this Agreement among the Parent and the Administrative Agent, as the same may be amended from time to time, and any other document designated as a “Fee Letter” by the Parent and the Administrative Agent, as the same may be amended from time to time.

“Financial Officer” means with respect to any Loan Party, the chief financial officer, principal accounting officer, treasurer or controller of such Loan Party.

“Financing Arrangement” means with respect to the Parent and its Subsidiaries the (i) sale, transfer or other disposition of any of the assets or property owned by the Parent or its Subsidiaries on terms whereby they are leased or re-acquired by the Parent or its Subsidiaries, (ii) sale, transfer or other disposition of any of its receivables on recourse terms, (iii) entering into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts, or (iv) entering into any other preferential arrangement having a similar effect, in each case in circumstances where the arrangement or transaction is entered into primarily as a method of raising Indebtedness or of financing or refinancing all or part of the acquisition of assets or property or the cost of installation, construction or improvement thereof, in each case which results in an Encumbrance on such assets or property.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the applicable Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Funding Date” means the applicable day as of or following the Effective Date when a Credit Extension occurs.

“GAAP” means generally accepted accounting principles in the United States of America. Subject to the provisions of Section 6.02(b), the Borrower may elect to apply International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided that any calculation or determination in this Agreement that requires the application of GAAP for periods that include fiscal quarters ended prior to the Borrower’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP (subject to Section 6.02(b)). The Borrower shall give prompt notice of any such election made in accordance with this definition to the Administrative Agent and the Lenders.

“Governmental Authority” means the government of the United States of America, Israel, the Netherlands or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body (including self-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” means the Parent and its Subsidiaries.

“Guarantor” means the Parent.

“Guaranty” means the Guaranty issued by the Parent pursuant to Article 9 hereof.

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“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature, in each case regulated pursuant to any Environmental Law.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Indebtedness” of a Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (provided that the amount of such Indebtedness shall be the lesser of (x) the fair market value of such property at such date of determination (as determined in good faith by the Borrower) and (y) the aggregate principal amount of such Indebtedness of such other Person), (g) all guarantees by such Person of Indebtedness of others, (h) all capital lease obligations of such Person; provided that for all purposes under this Agreement, any lease that was classified as an operating lease in accordance with GAAP prior to the issuance of FASB ASU No. 2016-02 shall not constitute a capital lease hereunder (whether or not such lease was in effect on such date), (i) all obligations, contingent or otherwise, of such Person as an account party in respect of drawn letters of credit and drawn letters of guaranty, and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.

The indebtedness of any Person shall include the indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such indebtedness expressly provide that such Person is not liable therefor. Notwithstanding anything contrary in this definition, the Indebtedness of any Person shall not include (A) trade payables; (B) any contingent obligations incurred in connection with undrawn letters of credit, letters of guaranty or similar instruments obtained or created in the ordinary course of business to support obligations of such Person that do not constitute Indebtedness; (C) endorsements of checks, bills of exchange and other instruments for deposit or collection in the ordinary course of business; or (D) obligations in respect of facilities supporting surety and appeal bonds, and similar obligations.

“Indemnified Taxes” means Taxes (other than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document.

“Interest Cover Ratio” means, with respect to any Test Period, the ratio of (i) EBITDA for such Test Period to (ii) Net Interest Payable during such Test Period.

“Interest Election Request” means a request by a Borrower to continue a Loan in accordance with Section 2.05, and being in the form of attached Exhibit C or such other form approved by the Administrative Agent and the Parent.

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“Interest Payable” means all interest, acceptance commission and any other continuing, regular or periodic costs and expenses in the nature of interest and amortization of debt discount (whether paid, payable or capitalized), incurred by the Parent and its consolidated Subsidiaries in effecting, servicing or maintaining Total Consolidated Debt during a Test Period but excluding exchange differentials; provided, that, with respect to any period during which a Subject Transaction has occurred, for purposes of determining the Interest Cover Ratio, Interest Payable shall be calculated with respect to such period on a pro forma basis using the consolidated financial statements of the Parent and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period.

“Interest Payment Date” means (a) with respect to any ABR Loan (including any Swingline Loan), the last Business Day of each March, June, September and December, and (b) with respect to any Benchmark Rate Loan, the last Business Day of the Interest Period applicable to any such Benchmark Rate Loan; provided, however, that if any Interest Period for a Benchmark Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates.

“Interest Period” means, with respect to any Benchmark Rate Loan, the period commencing on the date such Loan is disbursed, converted or continued as a Benchmark Rate Loan and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as selected by the applicable Borrower in its Loan Notice, or such other period that is twelve months or less requested by the applicable Borrower and consented to by all the Lenders extending the Credit Extension and the Administrative Agent (in the case of each requested Interest Period, subject to availability); provided that (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day and (ii) any Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period and (iii) no Interest Period shall extend beyond the Maturity Date. For purposes of this definition, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent continuation or conversion of such Loan. Notwithstanding anything to the contrary in this Agreement, there may not be, and the Borrower shall not permit there to be, more than 15 Interest Periods between the Signing Date and the Maturity Date.

“Interest Receivable” means, in respect of any Test Period, interest and amounts in the nature of interest received during that period by the Parent and its consolidated Subsidiaries, calculated on a pro forma basis (as set forth in the proviso of the definition of Interest Payable) to the extent a Subject Transaction occurred during such Test Period.

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

“Israeli Companies Law” means the Israeli Companies Law, 1999 as amended from time to time and any regulations promulgated thereunder.

“Israeli Rehabilitation and Insolvency Law” means the Israeli Rehabilitation and Insolvency Law, 2018, as amended from time to time, and any regulations promulgated thereunder.

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“Issuing Bank” means any Lender which has issued (or caused to be issued by an Affiliate thereof) an outstanding Letter of Credit in accordance with Section 2.19 hereof. Any Lender may, in its discretion, arrange for one or more Letters of Credit required to be issued by it under Section 2.19 hereof to be issued by one of more Affiliates of such Lender, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Judgment Currency” shall have the meaning assigned to such term in Section 11.20.

“Judgment Currency Conversion Date” shall have the meaning assigned to such term in Section 11.20.

“KPI 1” means, with respect to any calendar year, the number of new regulatory submissions in low and middle-income countries on the World Health Organization (WHO) Model List of Essential Medicines (EML) across six key therapeutic areas (cardiovascular diseases, pediatric oncology, respiratory diseases, diabetes, mental health and pain/palliative care) from January 1, 2022 through and including the end of such calendar year.

“KPI 1 Applicable Rate Adjustment Amount” means, with respect to any period between Sustainability Pricing Adjustment Dates, (a) a positive 0.025% if the KPI 1 for such period as set forth in the KPI Metrics Report is less than the SPT 1 for such period, and (b) negative 0.025% if the KPI 1 for such period as set forth in the KPI Metrics Report is greater than or equal to the SPT 1 for such period.

“KPI 2” means, with respect to any calendar year, Teva’s S&P ESG Score.

“KPI 2 Applicable Rate Adjustment Amount” means, with respect to any period between Sustainability Pricing Adjustment Dates, (a) a positive 0.025% if the KPI 2 for such period as set forth in the KPI Metrics Report is less than the SPT 2 for such period, and (b) negative 0.025% if the KPI 2 for such period as set forth in the KPI Metrics Report is (x) greater than or equal to the SPT 2 for such period and (y) an improvement on the prior year score, provided, however, that no further improvement of the S&P ESG Score shall be required if a score of 62 or above (+50% from baseline score) is achieved.

“KPI Metric” means each of KPI 1 and KPI 2.

“KPI Metrics Assurance Provider” means DNV, or any replacement assurance provider as designated from time to time by the Parent and agreed by the Sustainability Coordinator.

“KPI Metrics Report” means an annual report, the sustainability-related disclosure, that sets forth the calculations for each KPI Metric for a specific calendar year. The KPI Metrics Report, with regard to KPI 1 only, shall be assured by the KPI Metrics Assurance Provider.

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit issued by such Issuing Bank.

“LC Exposure” means, with respect to any Issuing Bank, at any time, the sum of (a) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit issued by such Issuing Bank at such time plus (b) the Dollar Equivalent of the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the applicable Borrower at such time.

“LC Issuer” means any Lender in its capacity as an issuer of a Letter of Credit pursuant to Section 2.19.

“LC Notice Time” means, with respect to any requested issuance, amendment, renewal or extension of a Letter of Credit, (a) 12.00 pm, New York City time, at least two Business Days (or, if such longer period shall have been requested in writing in advance by the Issuing Bank that is to be the issuer thereof, at least three Business Days) in advance of the requested date of issuance, amendment, renewal or extension or (b) such later time as may be approved by the Issuing Bank that is the issuer thereof as the LC Notice Time with respect to such requested issuance, amendment, renewal or extension.

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“LC Request” has the meaning assigned to such term in Section 2.19.

“Lender Party” means any Lender, Swingline Lender and any Issuing Bank.

“Lender Party Appointment Period” has the meaning assigned in Section 8.06.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes any Swingline Lender.

“Lending Office” means, as to the Administrative Agent, any Issuing Bank or any Lender, the office or offices of such Person described as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Parent and the Administrative Agent; which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate

“Letter of Credit” means any standby letter of credit issued pursuant to Section 2.19 of this Agreement.

“Leverage Ratio” means, with respect to any Test Period, the ratio of (i) Total Consolidated Net Debt for such Test Period to (ii) EBITDA during such Test Period.

“Loan Currency” means the particular Approved Currency in which a particular Loan is denominated (i.e. dollars or Euros).

“Loan Documents” means this Agreement, each Note, the Fee Letter, the Engagement Letter, each Letter of Credit and all other agreements, certificates, documents, instruments and writings at any time delivered in connection herewith or therewith (exclusive of term sheets and commitment letters).

“Loan Notice” means a request by a Borrower for a Loan in accordance with Section 2.03, and being in the form of Part A of Exhibit B or any other form approved by the Administrative Agent.

“Loan Parties” means the Parent and the Subsidiary Borrowers.

“Loans” shall mean, as the context may require, a Revolving Loan or any Swingline Loan made by the Lenders under any Tranche to any of the Borrowers pursuant to this Agreement.

“Material Adverse Effect” means any event or circumstance which:

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“Material Indebtedness” means, Indebtedness (other than the Loans), of any one or more of the Parent and its Subsidiaries in an aggregate principal amount exceeding US$250,000,000 (or its equivalent in other currencies).

“Material Subsidiary” means at any date, (a) any Subsidiary of the Parent that is a Borrower, (b) any Subsidiary of the Parent which, as of the then most recently ended Test Period, contributed 10% or more of the EBITDA over such Test Period, as determined by the Parent acting in good faith, and (c) for the purpose of ascertaining whether an Event of Default has occurred only, any Subsidiary which, when aggregated with all other Subsidiaries that are not otherwise Material Subsidiaries and as to which any event described in the Events of Default clause has occurred and is continuing, would constitute a Material Subsidiary in accordance with the criteria in clause (b) above.

“Maturity Date” means the Tranche A1 Maturity Date, Tranche A2 Maturity Date or Tranche A3 Maturity Date, as applicable.

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

“Multiemployer Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any of the Parent, its Subsidiaries or any of their ERISA Affiliates is then making or accruing an obligation to make contributions; (b) to which any of the Parent, its Subsidiaries or their ERISA Affiliates has within the preceding five plan years made contributions; or (c) with respect to which any of the Parent or its Subsidiaries could incur liability.

“Net Interest Payable” means Interest Payable less Interest Receivable.

“Non-Defaulting Lender” means and includes each Lender other than a Defaulting Lender.

“Non-refundable Portion of Swiss Withholding Tax” shall have the meaning assigned to such term in Section 2.10(f).

“Non-US Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any of the Parent or its Subsidiaries with respect to employees employed outside the United States.

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Part C of Exhibit B or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Borrower.

“Obligation Currency” shall have the meaning assigned to such term in Section 11.20.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“OFSI” means the Office of Financial Sanctions Implementation for Her Majesty’s Treasury.

“Original Lenders” means the Persons listed on Schedule 2.01.

“Other Connection Taxes” means, with respect to the Administrative Agent, any Lender or any Issuing Bank, or other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

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“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.17(b)).

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent, any Issuing Bank or a Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in Euro, the rate of interest per annum at which overnight deposits in Euro, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America, N.A. in Europe for Euro to major banks in Europe. Notwithstanding the foregoing, if the Overnight Rate, determined as provided above, would otherwise be less than zero, then the Overnight Rate shall be deemed to be zero for all purposes.

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

“Parent’s SEC Documents” means the documents publicly filed with or publicly furnished to the United States Securities and Exchange Commission by the Parent prior to the Signing Date.

“Participant” has the meaning set forth in Section 11.05(d).

“Participant Register” has the meaning set forth in Section 11.05(d).

“Participating Member State” means each state so described in any EMU Legislation.

“Permitted Encumbrances” has the meaning set forth in Section 6.03.

“Permitted Refinancing Indebtedness” means in respect of any Indebtedness or any unutilized commitments for any Indebtedness (“Refinanced Indebtedness”), any new Indebtedness or commitments (“Refinancing Indebtedness”) modifying, refinancing, refunding, renewing, replacing or extending such Refinanced Indebtedness; provided that the principal amount (or accreted value, if applicable) of the Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Refinanced Indebtedness except by an amount equal to unpaid accrued interest and premium thereon plus other amounts owing or paid related to such Refinanced Indebtedness, and fees and expenses reasonably incurred, in connection with such Refinancing Indebtedness.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any of the Parent, its Subsidiaries or any of their ERISA Affiliates or with respect to which any of the Parent or its Subsidiaries could incur liability (including under Section 4069 of ERISA).

“Prime Rate” means the rate of interest per annum publicly announced from time to time by Bank of America, N.A., as its prime rate in effect at its principal office in New York, New York. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Professional Lender” has the meaning set forth in Section 11.05(b).

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“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

“Qualified Securitization Transaction” means any transaction or series of transactions entered into by the Parent or any of its Subsidiaries pursuant to which the Parent or such Subsidiary sells, conveys or otherwise transfers to a Securitization Entity, or grants a security interest in for the benefit of a Securitization Entity, any Receivable Assets (whether now existing or arising or acquired in the future), or otherwise contributes to the capital of such Securitization Entity, in a transaction in which such Securitization Entity finances its acquisition of or interest in such Receivable Assets by selling or borrowing against such Receivable Assets; provided that such transaction is non-recourse to the Parent and its Subsidiaries (except for Standard Securitization Undertakings).

“Rating” refers to the credit rating of the Parent in respect of its senior unsecured long-term indebtedness for borrowed money from Moody’s and S&P.

“Receivable Assets” means ordinary course of business accounts receivable of the Parent or any of its Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and/or receivables-discount-without-recourse schemes.

“Register” has the meaning set forth in Section 11.05(c).

“Reimbursement Obligations” means the obligations of the Parent and each applicable Borrower under Section 2.19(e) to reimburse LC Disbursements.

“Relevant Rate” means with respect to any Credit Extension denominated in (a) Dollars, SOFR, and (b) Euros, EURIBOR, as applicable.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Relevant Currency Equivalent” means the Dollar Equivalent or Euro Equivalent, as applicable.

“Required Lenders” means, at any time, Non-Defaulting Lenders having Credit Exposures or unused Commitments, as applicable, representing more than 50% of the sum of the total Credit Exposures or unused Commitments, as applicable, of all Non-Defaulting Lenders at such time.

“Required Tranche Lenders” means, at any time, with respect to decisions relating to Commitments under any particular Tranche, Non-Defaulting Lenders of the applicable Tranche having Credit Exposures or unused Commitments (as applicable) of the applicable Tranche representing more than 50% of the sum of the total Credit Exposures or unused Commitments (as applicable) under the applicable Tranche of all Non-Defaulting Lenders of the applicable Tranche at such time.

“Rescindable Amount” has the meaning as defined in Section 2.16(d).

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

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“Responsible Officer” means a chief financial officer, treasurer or assistant treasurer of the Parent.

“Restricted Sub-Participation” means a sub-participation of the rights and/or the obligations of a Lender under this Agreement which is not substantially in the form recommended for participations as of the Signing Date by the Loan Market Association or the Loan Syndications and Trading Association and would cause the participant of any such sub-participation to be counted towards the threshold of Swiss Non-Qualifying Banks under the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations.

“Revaluation Date” means:

“Revolving Commitment” means, together, the Tranche A1 Revolving Commitments, the Tranche A2 Revolving Commitments and the Tranche A3 Revolving Commitments.

“Revolving Loan” means, together, the Tranche A1 Revolving Loans, the Tranche A2 Revolving Loans and the Tranche A3 Revolving Loans.

“S&P” means S&P’s Global Ratings, a division of ▇▇▇▇▇▇-▇▇▇▇, Inc., and its successors.

“Sanctions” means any sanction administered, enacted or enforced by the United States Government (including without limitation, OFAC and the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Foreign and Commonwealth Office of the United Kingdom or the State of Israel (including through the Ministry of Finance and Ministry of Defence) or other relevant sanctions authority.

“Scheduled Unavailability Date” has the meaning specified in Section 2.11(ii).

“SEC” means the U.S. Securities and Exchange Commission.

“Securitization Entity” means a Person (which may include a special purpose vehicle and/or a financial institution) to which the Parent or any Subsidiary transfers Receivable Assets for purposes of a securitization financing, and with respect to which:

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“Signing Date” means April 29, 2022.

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

“SOFR Adjustment” means:

(x) with respect to Daily Simple SOFR: 0.11448% (11.448 basis points); and

(y) with respect to Term SOFR:

“Solvent” and “Solvency” means (A), with respect to any Person (other than a Person incorporated in Switzerland) on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital or (B), with respect to any Person incorporated in Switzerland on a particular date, that on such date no Swiss Insolvency Event is continuing. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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“Specified Equity Percentage” means, at any time, in respect of any Total Consolidated Debt which constitutes Specified Subordinated Indebtedness, the highest percentage of Equity Credit accorded by an Agency to such Specified Subordinated Indebtedness at such time in accordance with the rating standards and criteria of the applicable Agency as in effect at the time of issuance of such Specified Subordinated Indebtedness; provided, if following the date of issuance of any Specified Subordinated Indebtedness, Parent receives confirmation from any Agency that, due to any change in the interpretation of such rating standards and criteria occurring or becoming effective after the date of issuance of such Specified Subordinated Indebtedness, the Specified Subordinated Indebtedness will no longer be eligible for the percentage of Equity Credit attributed to the Specified Subordinated Indebtedness on the date of issuance and the Specified Equity Percentage shall be reduced to the then applicable percentage of Equity Credit; provided further that no such reduction shall be effective until the date that is one year following Parent’s receipt of such Agency confirmation.

“Specified Subordinated Indebtedness” of a Person means, at any time, without duplication, any Indebtedness (whether outstanding on the Signing Date or thereafter incurred) which an Agency assigns whole or partial Equity Credit in accordance with the applicable rating standards and criteria of the applicable Agency as in effect at the time of issuance of such Indebtedness; provided, if following the date of issuance of any such Indebtedness Parent receives confirmation from any Agency that, due to any change in the interpretation of such rating standards and criteria occurring or becoming effective after the date of issuance of such Indebtedness, the Indebtedness will no longer be eligible for any Equity Credit, such Indebtedness shall be deemed to be “Specified Subordinated Indebtedness” hereunder until the date that is one year following Parent’s receipt of such Agency confirmation.

“Spot Rate” for a currency means the rate determined by the Administrative Agent or an Issuing Bank, 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. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or such Issuing Bank may obtain such spot rate from another financial institution designated by the Administrative Agent or such Issuing Bank 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 such Issuing Bank 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 denominated in Euro.

“SPT 1 ” means, with respect to any calendar year, the SPT 1 for such calendar year as set forth in the Sustainability Table; provided that, each year’s SPT 1 is cumulative, aggregating submissions made from January 1, 2022 through and including the end of such calendar year.

“SPT 2” means, with respect to any calendar year, the SPT 2 for such calendar year as set forth in the Sustainability Table.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities reasonably customary (as determined by the Parent acting in good faith) in accounts receivable securitization transactions and/or receivables-discount-without-recourse schemes in the applicable jurisdictions, including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Parent or any Subsidiary.

“Subject Transaction” has the meaning specified in the definition of “EBITDA.”

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“Subsidiary” means, with respect to any Person (the “parent”) at any date, (i) any Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all such ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent, (iv) any other Person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent and (v) in respect of any company or corporation incorporated in the Netherlands a “dochtermaatschappij” within the meaning of Section 2:24a of the Dutch Civil Code (regardless of whether the shares or voting rights in the shares in such company are held directly or indirectly through another “dochtermaatschappij”). Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of the Parent.

“Subsidiary Borrower” means Teva USA, the Dutch Borrowers and each Additional Borrower, in each case, until the same has been released as a Borrower in accordance with Section 10.02.

“Successor Rate” has the meaning specified in Section 2.11.“Sustainability Coordinator” has the meaning set forth on the cover hereof.

“Sustainability Pricing Adjustment Date” has the meaning specified in Section 2.22(a).

“Sustainability Pricing Certificate” means a certificate substantially in the form of Exhibit L executed by a Responsible Officer and (a) setting forth the Sustainability Rate Adjustment for the period covered thereby and computations in reasonable detail in respect thereof and (b) attaching (i) true and correct copies of the KPI Metrics Report for the most recently ended calendar year and (ii) a report of the KPI Metrics Assurance Provider confirming that they are not aware of any modifications to the computations included in the KPI Metrics Report that are necessary to allow the KPI Metrics Assurance Provider to provide limited assurance, in accordance with applicable industry standards, in respect of the KPI Metrics Report.

“Sustainability Pricing Certificate Inaccuracy” has the meaning assigned to such term in Section 2.22(d).

“Sustainability Rate Adjustment” means, with respect to any KPI Metrics Report for any period between Sustainability Pricing Adjustment Dates, an amount (whether positive, negative or zero), expressed as a percentage, equal to the sum of (a) the KPI 1 Applicable Rate Adjustment Amount (whether positive, negative or zero), plus (b) the KPI 2 Applicable Rate Adjustment Amount (whether positive, negative or zero), in each case for such period.

“Sustainability Table” means the Sustainability Table set forth on Annex II.

“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

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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.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time under a specific Tranche. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate Swingline Exposure under such Tranche at such time.

“Swingline Lender” means (a) Bank of America, N.A. (or one of its Affiliates appointed by it) in its capacity as lender of Swingline Loans hereunder and (b) any other Swingline Lender appointed by the Parent from time to time with the consent of the Administrative Agent (not to be unreasonable withheld or delayed) upon notification to the Parent and Administrative Agent that it has so agreed to be a Swingline Lender.

“Swingline Loan Notice” means a notice of a Swingline Loan pursuant to Section 2.18(b), which shall be substantially in the form of Part B of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed and signed by a Borrower.

“Swingline Loan” means a Loan made pursuant to Section 2.18.

“Swingline Sub-limit” means, initially, US$180,000,000, provided that if the Parent and any Swingline Lender so agree in writing (each acting in its sole and unfettered discretion), the Swingline Sub Limit may be increased to up to such Swingline Lender’s then available Commitments, it being understood that no Swingline Lender shall be obligated to agree to any such increase.

“Swiss Additional Borrower” means a wholly-owned Subsidiary of the Parent incorporated in Switzerland and/or is a Swiss tax resident for Withholding Tax purposes and is subject to the Swiss Guidelines that becomes a Borrower under this Agreement in accordance with Section 10.01(d).

“Swiss Borrower” means a Borrower incorporated in Switzerland and/or is a Swiss tax resident for Withholding Tax purposes and is subject to the Swiss Guidelines.

“Swiss Guidelines” means, together, guideline S-02.123 in relation to interbank loans of 22 September 1986 (Merkblatt “Verrechnungssteuer auf Zinsen von Bankguthaben, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ sind (Interbankguthaben)” vom 22. September 1986), circular letter No. 47 of 25 July 2019 in relation to bonds (Kreissschreiben Nr. 47 “Obligationen” vom 25. Juli 2019), guideline S-02.130.1 in relation to money market instruments and book claims of April 1999 (Merkblatt vom April 1999 betreffend Geldmarktpapiere und Buchforderungen inländischer Schuldner), circular letter No. 46 of 24 July 2019 in relation to syndicated credit facilities (Kreisschreiben Nr. 46 “Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen” vom 24. Juli 2019), circular letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to deposits (Kreisschreiben Nr. 34 “Kundenguthaben” vom 26. Juli 2011), the circular letter No. 15 of 3 October 2017 (1-015-DVS-2007) in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 “Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben” vom 3. Oktober

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2017) and the practice note 010-DVS-2019 of 5 February 2019 published by the Swiss Federal Tax Administration regarding Swiss Withholding Tax in the Group (Mitteilung-010-DVS-2019-d vom 5. Februar 2019—Verrechnungssteuer: Guthaben im Konzern), in each case as issued, amended or replaced from time to time, by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law, statute, ordinance, court decision, regulation or the like as in force from time to time.

“Swiss Insolvency Event” means, with respect to a Person incorporated in Switzerland:

or any analogous procedure or step is taken in any jurisdiction, save that this paragraph (d) shall not apply to (i) any corporate action, legal proceeding or other procedure or step which is frivolous or vexatious, (ii) any such procedure or step taken by a creditor against a Person which is contested by that Person in good faith and is discharged, stayed or dismissed within 30 days of commencement.

“Swiss Loan Party” means each Swiss Borrower (if any) and each other Borrower that is a Swiss tax resident for Swiss Withholding Tax purpose and subject to the Swiss Guidelines.

“Swiss Non-Qualifying Bank” means a Person which does not qualify as a Swiss Qualifying Bank.

“Swiss Qualifying Bank” means a financial institution which (i) qualifies as a bank pursuant to the banking laws in force in its country of incorporation, or, if acting through a branch in accordance with the banking laws in the jurisdiction of such branch, (ii) carries on a true banking activity in such jurisdiction as its main purpose, and (iii) has personnel, premises, communication devices and decision-making authority of its own, all in accordance with the Swiss Guidelines or legislation or explanatory notes addressing the same issues which are in force at such time.

“Swiss Withholding Tax” means any withholding tax in accordance with the Swiss Federal Statute on Anticipatory Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer) and any successor provision, as appropriate.

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“TARGET” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on 19 November 2007 (or any successor operating system).

“TARGET Day” means any day on which TARGET is open for the settlement of payments in Euro.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Ten Non-Bank Regulations” means the rule that the aggregate number of creditors (including the Lenders) under the Loans, which are Swiss Non-Qualifying Banks, must not exceed 10 (ten), all in accordance with the meaning of the applicable Swiss Guidelines.

“Term SOFR” means:

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

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

“Term SOFR Scheduled Unavailability Date” has the meaning specified in Section 2.11(b)(ii).

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

“Test Period” in effect at any time shall mean the period of four consecutive financial quarters of the Parent ended on or prior to such time (taken as one accounting period) in respect of which quarterly or annual financial statements are required to be delivered pursuant to Section 5.01 (without giving effect to any grace periods applicable thereto).

“Teva USA” has the meaning specified in the preamble hereto.

“Total Consolidated Debt” means, as of any date of determination, the aggregate amount of all outstanding Indebtedness of the Parent and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP.

“Total Consolidated Net Debt” means, at any date of determination, the Total Consolidated Debt less Consolidated Cash and Cash Equivalents of the Parent and its Subsidiaries, each as determined on a consolidated basis in accordance with GAAP, provided that for purposes hereof

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Total Consolidated Debt shall be further reduced by an amount equal to the amount of (x) the Specified Subordinated Indebtedness reflected in Total Consolidated Debt multiplied by (y) the Specified Equity Percentage in respect of such Specified Subordinated Indebtedness.

“Tranche” when used in reference to (a) any Loan, refers to whether such Loan is a Revolving Loan, (b) any commitment, refers to whether such commitment is a Revolving Commitment or (c) any LC Exposure and/or Swingline Exposure, refers to whether such Swingline Loans or Letters of Credit reduce the Revolving Commitment, in each case, under this Agreement.

“Tranche A1 Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto as a Tranche A1 Lender pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party as a Tranche A1 Lender hereto pursuant to an Assignment and Assumption or pursuant to Section 2.07.

“Tranche A1 Maturity Date” means the date that is 4 years from the Signing Date (being April 29, 2026).

“Tranche A1 Revolving Commitment” means, with respect to any Tranche A1 Lender, the commitment of such Tranche A1 Lender to make Tranche A1 Revolving Loans expressed as an amount representing the maximum aggregate amount of such Tranche A1 Lender’s potential Credit Exposure hereunder in respect of Tranche A1 Revolving Loans and to acquire participations in Swingline Loans hereunder, as such commitment may (x) be reduced from time to time pursuant to Sections 2.06 or 2.07, and (y) increased or reduced from time to time pursuant to assignments by or to such Tranche A1 Lender pursuant to Section 11.05. The initial amount of each Tranche A1 Lender’s Tranche A1 Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Tranche A1 Lender shall have assumed its Tranche A1 Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is US$1,800,000,000.

“Tranche A1 Revolving Loan” means a Loan made pursuant to Section 2.01(a) from a Tranche A1 Lender.

“Tranche A2 Lenders” means any Person that shall have become a party hereto as a Tranche A2 Lender pursuant to an Assignment and Assumption or Section 2.07, other than any such Person that ceases to be a party as a Tranche A2 Lender hereto pursuant to an Assignment and Assumption or pursuant to Section 2.07.

“Tranche A2 Maturity Date” means the date that is 5 years from the Signing Date (being April 29, 2027).

“Tranche A2 Revolving Loan” means a Loan made pursuant to Section 2.01(a) from a Tranche A2 Lender.

“Tranche A2 Revolving Commitment” means, with respect to any Tranche A2 Lender, the commitment of such Tranche A2 Lender to make Tranche A2 Revolving Loans expressed as an amount representing the maximum aggregate amount of such Tranche A2 Lender’s potential Credit Exposure hereunder in respect of Tranche A2 Revolving Loans and to acquire participations in Swingline Loans hereunder, as such commitment may (x) be reduced from time to time pursuant to Sections 2.06, and (y) increased or reduced from time to time pursuant to Section 2.07 or pursuant to assignments by or to such Tranche A2 Lender pursuant to Section 11.05. The initial amount of each Tranche A2 Lender’s Tranche A2 Revolving Commitment is set forth in the Extension Request Acceptance Notice pursuant to which such Tranche A2 Lender shall have assumed its Tranche A2 Revolving Commitment in exchange for its Tranche A1 Revolving Commitment or in the Assignment and Assumption pursuant to which such Tranche A2 Lender shall have assumed its Tranche A2 Revolving Commitment. On the Signing Date, the aggregate amount of the Tranche A2 Lenders’ Tranche A2 Revolving Commitments is US$0 (nil).

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“Tranche A3 Lenders” means any Person that shall have become a party hereto as a Tranche A3 Lender pursuant to an Assignment and Assumption or Section 2.07, other than any such Person that ceases to be a party as a Tranche A3 Lender hereto pursuant to an Assignment and Assumption.

“Tranche A3 Maturity Date” means the date that is 6 years from the Signing Date (being April 29, 2028).

“Tranche A3 Revolving Loan” means a Loan made pursuant to Section 2.01(a) from a Tranche A3 Lender.

“Tranche A3 Revolving Commitment” means, with respect to any Tranche A3 Lender, the commitment of such Tranche A3 Lender to make Tranche A3 Revolving Loans expressed as an amount representing the maximum aggregate amount of such Tranche A3 Lender’s potential Credit Exposure hereunder in respect of Tranche A3 Revolving Loans and to acquire participations in Swingline Loans hereunder, as such commitment may (x) be reduced from time to time pursuant to Sections 2.06, (y) increased or reduced from time to time pursuant to assignments by or to such Tranche A3 Lender pursuant to Section 11.05 and (z) be increased from time to time pursuant to Section 2.07. The initial amount of each Tranche A3 Lender’s Tranche A3 Revolving Commitment is set forth in the Extension Request Acceptance Notice pursuant to which such Tranche A3 Lender shall have assumed its Tranche A3 Revolving Commitment in exchange for its Tranche A2 Revolving Commitment or in the Assignment and Assumption pursuant to which such Tranche A3 Lender shall have assumed its Tranche A3 Revolving Commitment. On the Signing Date, the aggregate amount of the Tranche A3 Lenders’ Tranche A3 Revolving Commitments is US$0 (nil).

“Transactions” means the execution, delivery and performance by the Borrowers of this Agreement, the borrowing of Loans and the issuance of Letters of Credit.

“Twenty Non-Bank Regulations” means the rule that the aggregate number of creditors (including the Lenders), other than Swiss Qualifying Banks, of each Swiss Loan Party under all outstanding debts relevant for classification as debenture (Kassenobligation) (within the meaning of the applicable Swiss Guidelines and Swiss tax laws), such as loans, facilities and/or private placements (including under the Loan Documents) must not at any time exceed 20 (twenty), all in accordance with the meaning of the applicable Swiss Guidelines.

“Type” refers to the distinction between Loans bearing interest at the Alternate Base Rate and Loans bearing interest at the Benchmark Rate.

“UCP” means the Uniform Custom and Practices for Documentary Credits with respect to letters of credit, as then in effect, promulgated by the International Chamber of Commerce (or any successor thereto).

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

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

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“US Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Government Securities Business Day” 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.

“U.S. Special Resolution Regimes” has the meaning specified in Section 11.26.

“US Tax Compliance Certificate” has the meaning specified in Section 2.15(f).

“Utilization Fees” has the meaning specified in Section 2.09(b).

“VAT” means value added tax as provided for by Israel, Switzerland or the Netherlands and any other tax of a similar nature in any jurisdiction.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined 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.

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, unless the context requires otherwise, shall include without limitation (x) any applicable Israeli or foreign statute, law (including any rules or regulations promulgated under any such statute or law), regulation, treaty, rule, official directive, request or guideline of any of the Israeli or foreign national, state, local, municipal, or other governmental, fiscal, monetary or regulatory body, agency, department or regulatory,

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self-regulatory or other authority or organisation, whether or not having the force of law (but if not having the force of law, one which applies generally to the class or category of financial institutions of which any Lender or the Administrative Agent forms a part and compliance with which is in accordance with the general practice of those financial institutions), including the instructions of Israeli Supervisor of Banks with respect to proper conduct of banking affairs (“Hora’ot ▇▇▇▇▇ Bankai Takin”) if applicable to any such Person and (y) any applicable decision of any competent court or other judicial body, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (g) as used herein, the obligation of any Loan Party under this Agreement or any other Loan Document in respect of interest accruing under this Agreement or the other Loan Documents shall be deemed to include without limitation any interest accruing during the pendency of, or after the filing of any petition in respect of, any bankruptcy, insolvency, receivership or other similar proceeding, (including, with respect to the Company: (i) an application for a stay of proceedings pursuant the Israel Companies Law or the Israeli Insolvency and Rehabilitation Law, (ii) an application for a commencement of proceedings order (“tsav le-ptichat halichim”) pursuant to the Israeli Insolvency and Rehabilitation Law; and (iii) commencement of protected negotiations (“masa u-▇▇▇▇▇ ▇▇▇▇▇”) with any of its creditors pursuant to the Israeli Insolvency and Rehabilitation Law) regardless of whether allowable or allowed in such proceeding, and (h) in this Agreement, where it refers to a Dutch Borrower, a reference to (i) a security interest includes any mortgage (hypotheek), pledge (pandrecht), retention-of-title arrangement (eigendomsvoorbehoud), a right of retention (recht van retentie), right to reclaim goods (recht van reclame), privilege (voorrecht) and, in general, any right in rem (beperkt recht) created for the purpose of granting security (goederenrechtelijk zekerheidsrecht), (ii) a director in relation to a Dutch Borrower, means a managing director (bestuurder) and board of directors means its management board (bestuur), (iii) an insolvency, liquidation or administration includes a Dutch Borrower being declared bankrupt (failliet verklaard) or dissolved (ontbonden), (iv) a moratorium includes surseance van betaling and being subject to a moratorium includes surseance verleend, (v) any insolvency, liquidation or administration or any steps taken in connection therewith include a Dutch Borrower having filed a notice under section 36 of the Dutch Tax Collection Act (Invorderingswet 1990) or section 23 of the Sectoral Pension Fund (Obligatory Membership) ▇▇▇ ▇▇▇▇ (Wet verplichte deelneming in een bedrijf pensioenfonds 2000), (vi) a liquidator, a receiver or trustee in bankruptcy includes a (beoogd) curator, (vii) an administrator includes a (stille) bewindvoerder, (viii) an attachment refers to an “executoriaal beslag” and attaching or taking possession of (any of those terms) includes “beslag leggen”, (ix) a necessary action to authorise where applicable, includes without limitation: (a) any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden); and (b) obtaining an unconditional positive advice (advies) from the competent works council(s) if a positive advice is required pursuant to the Dutch Works Councils Act (Wet op de ondernemingsraden); (x) a merger includes a juridische fusie and a demerger includes a juridische splitsing; (xi) wilful misconduct means opzet; (xii) gross negligence means grove ▇▇▇▇▇▇ and negligence means ▇▇▇▇▇▇, (xiii) the Netherlands means the European part of the Kingdom of the Netherlands and Dutch means in or of the Netherlands, (xiv) terms such as “liquidation”, reorganization”, “administration”, “receivership”, “winding-up”, “dissolution” and terms of similar import, for purposes of a Swiss Borrower shall be deemed to include a postponement of the declaration of bankruptcy in accordance with Article 725a of the Swiss Code of Obligations, a composition suspension (Nachlasstundung) and composition proceeding (Nachlassverfahren) pursuant to Articles 293 et seq. of the Swiss Federal Debt Collection and Bankruptcy Statute (and terms such as “receiver”, “administrator”, “liquidator”, “custodian” and “trustee” and terms of similar import shall be deemed to include an administrator of the bankrupt estate (Konkursverwalter), composition officer (Sachwalter) or liquidator (Liquidator)), (xv) with respect to the Company, terms such as “liquidation”, reorganization”, “administration”, “receivership”, “winding-up”, “dissolution”, “moratorium” and terms of similar import, shall

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be deemed to include (A) a stay of proceedings pursuant to the Israeli Companies Law or the Israeli Insolvency and Rehabilitation Law (and an application therefor), (B) a commencement of proceedings order (“tsav le-ptichat halichim”) pursuant to the Israeli Insolvency and Rehabilitation Law (and an application therefor), and (C) commencement of protected negotiations (“masa u-▇▇▇▇▇ ▇▇▇▇▇”) with any of its creditors pursuant to the Israeli Insolvency and Rehabilitation Law, (xvi) 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 and (xvii) 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).

All accounting terms not specifically defined shall be construed in accordance with GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the date hereof, subject to Section 6.02.

Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

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

Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

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To request a Loan (other than a Swingline Loan), the applicable Borrower shall notify the Administrative Agent of such request in writing (a) in the case of a Benchmark Rate Loan denominated in Dollars, not later than 12:00 noon, New York City time, two Business Days before the date of the proposed Loan, (b) in the case of a Benchmark Rate Loan denominated in Euro, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Loan, or (c) in the case of an ABR Loan, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Loan. Each such Loan Notice shall be delivered by hand delivery, fax or emailed pdf of the Loan Notice, signed by the applicable Borrower. Following such confirmation, the Loan Notice shall be irrevocable and binding on the Borrower. Each such written Loan Notice shall specify the following information in compliance with Section 2.02:

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If no election as to the Loan Currency of a requested Loan is specified, then such Loan shall be a Dollar Loan. If no election as to the Type of Loan is specified then the applicable Loan shall be made as an ABR Loan. If any Borrower requests a borrowing of Benchmark Rate Loans, but fails to specify an Interest Period, such Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Loan Notice in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Loan.

For the avoidance of doubt, the Loan Notice in respect of the initial Credit Extension may be delivered at any time from and after the execution and delivery of this Agreement by the parties hereto, regardless of whether the Effective Date has occurred, and though no Credit Extensions may occur until the Effective Date and until after the other applicable conditions have been waived or satisfied in accordance with this Agreement, the other duties and obligations of the parties hereto shall apply from and after the execution and delivery of this Agreement by the parties hereto (and for the avoidance of doubt from and after such execution and delivery, Commitment Fees and Utilization Fees shall begin to toll and Sections 2.12, 2.13, 2.14, 2.15 and 11.04 shall apply).

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If any such Interest Election Request requests a conversion to or continuation of any Benchmark Rate Loans but does not specify an Interest Period, then the applicable Borrower shall be deemed:

in each case, which under no circumstances may continue after the relevant Maturity Date.

(and for the avoidance of doubt all commitments to provide Swingline Loans and Letters of Credit under any such applicable Tranche shall terminate as well).

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Unless an Event of Default then exists, the Parent may request (a) within the first 24 months after the Signing Date (the “First Extension Period”) that the Tranche A1 Lenders extend the applicable Maturity Date for an additional 12 months beyond the Tranche A1 Maturity Date to the Tranche A2 Maturity Date by exchanging all or a portion of their applicable Tranche A1 Revolving Loans and/or Tranche A1 Revolving Commitments for Tranche A2 Revolving Loans and/or Tranche A2 Revolving Commitments and (b) within the third 12 months after the Signing Date (the “Second Extension Period”) that the Tranche A2 Lenders extend the applicable Maturity Date for an additional 12 months beyond the Tranche A2 Maturity Date to the Tranche A3 Maturity Date by exchanging all or a portion of their applicable Tranche A2 Revolving Loans or Tranche A2 Revolving Commitments for Tranche A3 Revolving Loans and/or Tranche A3 Revolving Commitments, in each case, by delivery of an Extension Request Notice to the Administrative Agent at least 30 days prior to the end of the First Extension Period, in the case of clause (a), and at least 30 days prior to the end of the Second Extension Period, in the case of clause (b).

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Any Tranche A1 Lender wishing to extend all or a portion of its Tranche A1 Revolving Commitment (or Tranche A1 Loan) to the Tranche A2 Maturity Date and any Tranche A2 Lender wishing to extend all or a portion of its Tranche A2 Revolving Commitment (or Tranche A2 Loan) to the Tranche A3 Maturity Date, may in its sole discretion deliver an Extension Request Acceptance Notice to the Administrative Agent confirming such extension with respect to all or a portion of its Tranche A1 Revolving Commitment (or Tranche A1 Loan) or Tranche A2 Revolving Commitment (or Tranche A2 Loan), as applicable, on or prior to the last Business Date of the First Extension Period or of the Second Extension Period, as applicable. To the extent (i) any Tranche A1 Lenders deliver such Extension Request Acceptance Notice to the Administrative Agent, all or a portion of such Tranche A1 Lenders’ Tranche A1 Revolving Commitment (or Tranche A1 Loan) shall automatically be deemed (without any further action) a Tranche A2 Revolving Commitment (or Tranche A2 Loan) of the same Lender who shall from such date be classified as a Tranche A2 Lender in respect of such Tranche A2 Revolving Commitment (or Tranche A2 Loan) and (ii) any Tranche A2 Lenders deliver such Extension Request Acceptance Notice to the Administrative Agent, all or a portion of such Tranche A2 Lenders’ Tranche A2 Revolving Commitment (or Tranche A2 Loan) shall automatically be deemed (without any further action) a Tranche A3 Revolving Commitment (or Tranche A3 Loan) of the same Lender who shall from such date be classified as a Tranche A3 Lender in respect of such Tranche A3 Revolving Commitment (or Tranche A3 Loan).

For the avoidance of doubt, it being understood that any such extension shall be at the sole discretion of each Lender acting on its own and shall only apply to Loans or Commitments of Lenders that deliver an Extension Request Acceptance Notice. Any Lender that does not so deliver an Extension Request Acceptance Notice shall be referred to as a “Non-Extending Lender”. In connection with any such extension, to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then, upon the reasonable request of the Administrative Agent or any Lender, the Borrower shall deliver to the Administrative Agent and any such Lender a Beneficial Ownership Certification prior to the effectiveness of such extension in form and substance reasonably satisfactory to the Administrative Agent and any such Lender.

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In the event and on such occasion that:

the Borrowers shall prepay borrowings of Revolving Loans under such Tranche or borrowings of Swingline Loans, if applicable (or, if no such borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.19(j)) in an aggregate amount equal to such excess.

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adequate and reasonable means do not otherwise exist for determining the affected Benchmark Rate for any determination date(s) or requested Interest Period, as applicable, with respect to the affected Benchmark Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason the affected Benchmark Rate for any requested determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower, Parent and each Lender.

Thereafter, (x) the obligation of the Lenders to make or maintain affected Benchmark Rate Loans, or convert ABR Loans to Term SOFR Loans, shall be suspended in each case to the extent of the affected 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 Alternate Base Rate, the utilization of the Term SOFR component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of the first paragraph in this clause (a), until the Administrative 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 SOFR Loans, or Borrowing of, or continuation of a Benchmark Rate Loan of the affected type to the extent of the affected Benchmark Rate Loans 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 ABR Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (ii) (A) any outstanding Term SOFR Loans shall be deemed to have been converted to ABR Loans at the end of the applicable Interest Period and (B) any outstanding affected Alternate Currency Loans, at the Parent’s election, shall either (1) be converted into a Borrowing of ABR Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternate Currency Loan at the end of the applicable Interest Period, or (2) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Parent by the last day of the current Interest Period for the applicable Loan, the Parent shall be deemed to have elected clause (1) above.

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then, (X) (a) in the case of Term SOFR only, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Term SOFR Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”), and (b) if the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis; or (Y) (i) in the case of EURIBOR, (ii) in the case of Term SOFR only, if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (iii) if the events or circumstances of the type described in clauses (i), (ii) or (iii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Parent may amend this Agreement solely for the purpose of replacing the Relevant Rate for an Agreed Currency or any then current Successor Rate for an Agreed Currency in accordance with this Section 2.11 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, 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 Agreed Currency 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 Agreed Currency for such benchmarks, which adjustment or

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method for calculating such adjustment shall be published on an information service as selected by the Administrative 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, shall constitute a “Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Parent unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

The Administrative Agent will promptly (in one or more notices) notify the Parent 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 Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative 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 Administrative 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 Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.

For purposes of this Section 2.11, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans shall be excluded from any determination of Required Lenders.

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and the result of any of the foregoing shall be to increase the cost to such Lender or Issuing Bank of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or Swingline Loan (or of maintaining its obligation to participate in or to issue any Letter of Credit or Swingline Loan), or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Bank, the Parent will pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such additional costs incurred or reduction suffered. A certificate of such Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank shall be delivered to the Parent and shall be conclusive absent manifest error. Such Lender or Issuing Bank shall use commercially reasonable efforts to deliver such certificate promptly after such additional costs are incurred or reduction suffered. The Parent shall pay such Lender or Issuing Bank the amount shown as due on any such certificate within 15 days after receipt thereof.

Notwithstanding any other provision of this Agreement, (a) if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender, Issuing Bank or any of

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their respective Affiliates to perform its obligations hereunder or to fund any Loans or issue or maintain any Letter of Credit (including without limitation any action in accordance with or as contemplated by the EU Bank Recovery and Resolution Directive (2014/59/EU) or any successor thereto) or (b) if as a result of any merger, consolidation, amalgamation or acquisition by or of the Parent or any Subsidiary with, into or of another Person it is or becomes unlawful due to group or company lending limitations or other similar limitations under Israeli law (or rule, regulation or interpretation thereof or any rules, regulations or interpretations of the Bank of Israel) for any Lender, Issuing Bank or any of their respective Affiliates to perform its obligations hereunder or to fund any Loans or issue or maintain any Letter of Credit (each of clauses (a) and (b), an “Illegality”), then (x) such Lender shall promptly notify the Parent upon becoming aware of that event and the Commitment of such Lender will be immediately cancelled and (y) each applicable Borrower shall repay the Loans granted to it by such Lender on the last day of the Interest Period for each Loan occurring after such Lender has notified the Borrower or, if earlier, the date specified by such Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law) and shall use its best efforts to procure the release of each Letter of Credit issued by such Issuing Bank upon its request (in the case of clause (b) above, only to the extent required to cure such Illegality); provided that if such Illegality is solely in connection with the making, maintaining or continuing to fund Benchmark Rate Loans and can be cured by the provisions in the remainder of this sentence, then, on notice thereof and demand therefor by such Lender to the applicable Borrowers, (i) (x) in the case of Benchmark Rate Loans denominated in Dollars, each such Benchmark Rate Loan will automatically, upon such demand, convert into an ABR Loan, and (y) in the case of Benchmark Rate Loans denominated in Euro, the applicable Borrower may, at its discretion, either prepay such Euro-denominated Loan or keep such Euro-denominated Loan outstanding, with the Benchmark Rate applicable thereto be determined as set forth in Section 2.11, and (ii) the obligation of the Lender to make, or to convert Loans into, Benchmark Rate Loans of the affected type shall be suspended, in each case until such Lender has determined that the circumstances causing such suspension no longer exist.

In the event of (a) the payment of any principal of any Benchmark Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or any mandatory prepayment hereunder), (b) the conversion of any Benchmark Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.08(b) and is revoked in accordance therewith), or (d) the assignment of any Benchmark Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.17, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense (excluding loss of anticipated profits) attributable to such event. A certificate of any Lender setting forth, in reasonable detail showing the computation thereof, any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Parent and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt, if such certificate complies herewith. For the avoidance of doubt, in the event that amounts have been funded by Lenders to the Administrative Agent and there is a failure to borrow the Loan as set forth in sub-clause (c) above, the Administrative Agent shall return the funds to the Lenders as soon as reasonably practicable. Without affecting the obligations of the Borrowers in this paragraph, if, for any reason, the Administrative Agent is not able to return funds on the day of cancellation, the Administrative Agent shall not be liable for any costs, fees, or expenses related to the funding of the loan overnight.

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Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify such Loan Party and the Administrative Agent in writing of its legal inability to do so.

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With respect to any payment that the Administrative Agent makes for the account of the Lenders or the LC Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrowers have not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each Lender or the LC Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the LC Issuer, as applicable, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the LC Issuer with respect to any amount owing under this clause (d) shall be conclusive, absent manifest error.

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then the Parent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either:

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provided that, in all cases under this Section 2.17(b), (i) the applicable Borrower shall have received the prior written consent of the Administrative Agent, each Issuing Bank and the Swingline Lender, which consent shall not unreasonably be withheld (except as set forth in clause (y) above), (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, funded LC Disbursements and participations in Swingline Loans (as applicable), accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.14), from the assignee (if assigned) (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts and in the case when not so assigned), (iii) in the case of any such assignment or termination resulting from a claim for compensation under Section 2.12 or resulting from any requirement of the applicable Loan Party to pay any additional amount pursuant to Section 2.15, such assignment or termination will result in a reduction in such compensation or payments and (iv) in the case of any such assignment under Section 2.17(b)(iii), the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment and delegation or termination, as the case may be, if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the applicable Borrower to require such assignment and delegation or termination, as the case may be, cease to apply.

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No Lender in its capacity as Issuing Bank shall issue, and no Borrower shall request the issuance of, any Letter of Credit at any time if after giving effect to such issuance (the “LC Cap”) (i) the LC Exposure of such Lender under such Tranche would exceed the LC Commitment (as defined below) of such Lender under such Tranche, (ii) the Credit Exposure of such Lender under such Tranche in its capacity as Issuing Bank would exceed the relevant Revolving Commitments of such Lender under such Tranche, (iii) the total aggregate Credit Exposure of all Lenders under such Tranche would

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exceed the total Revolving Commitments of all Lenders under such Tranche or (iv) the total LC Exposure of all Lenders under such Tranche would exceed 10% of the Aggregate Commitments under such Tranche. For purposes of this Agreement, the “LC Commitment” means with respect to any Lender under any Tranche at any time, 10.0% or such greater percentage as may be agreed to in accordance with the immediate subsequent proviso (the “Agreed LC Percentage”) of the Revolving Commitment of such Lender under such Tranche, provided that if the Lender and the Parent agree in writing, a copy of which is delivered to the Administrative Agent, such amount may be increased to up to 100% of its total available Revolving Commitment under such Tranche (as determined by such Lender and the Parent, it being understood that the consent of other Lenders is not required for such Lender to increase such percentage).

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“Swiss Available Amount” means, with respect to a Swiss Borrower, the maximum amount of a Swiss Borrower’s profits and reserves available from time to time for distribution as a dividend under applicable Swiss law. The Swiss Available Amount shall from time to time be calculated in accordance with, without limitation, article 675 of the Swiss Code of Obligations and shall include the equity capital surplus (including any unrestricted portion of legal general reserves, restricted reserves, retained earnings and current net profits) which is freely available (as the case may be after conversion) for distribution as a dividend to shareholders under Swiss law at the time payment is sought hereunder.

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It is hereby understood and agreed that if no such Sustainability Pricing Certificate is delivered by the Parent within the period set forth in paragraph (f) of this Section 2.22, the Sustainability Rate Adjustment will be a positive 0.05%, commencing on the last day such Sustainability Pricing Certificate could have been delivered pursuant to the terms of paragraph (f) of this Section 2.22 and continuing until the Parent delivers a Sustainability Pricing Certificate to the Administrative Agent for the applicable calendar year.

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It is understood and agreed that any Sustainability Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default. Notwithstanding anything to the contrary herein, unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to the Parent under Debtor Relief Laws, (i) any additional amounts required to be paid pursuant the immediate preceding paragraph shall not be due and payable until a written demand is made for such payment by the Administrative Agent in accordance with such paragraph, (ii) any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (iii) none of such additional amounts shall be deemed overdue prior to the date that is two Business Days after such a demand or shall accrue interest at the applicable default rate specified in Section 2.10(b) prior to the date that is two Business Days after such a demand.

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Each Loan Party represents and warrants to the Administrative Agent, each Issuing Bank and the Lenders on each of (except as set forth below) the Signing Date, the Effective Date and the date of each Credit Extension (in each case, after giving effect to the Transactions) that:

It (a) is validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and (c) except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (if applicable) is in good standing in, every jurisdiction where such qualification is required.

The Transactions are within such Loan Party’s powers and have been duly authorized by all necessary corporate and, if required, shareholder action. This Agreement has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation thereof, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. All corporate and shareholder action required to make each Loan Document to which it is a party admissible in evidence in its jurisdiction of incorporation or organization have been obtained or effected and are in full force and effect.

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As of the Effective Date, except with respect to any event or circumstance disclosed in the “Commitments and Contingencies – Contingent Liabilities” note (or similarly titled notes) to the Parent’s SEC Documents, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Parent, threatened against or affecting the Parent or any of its Subsidiaries as to which there is a reasonable possibility of an adverse determination and that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Parent, threatened against or affecting the Parent or any of its Subsidiaries that purport to adversely affect the legality, validity and enforceability of the Loan Documents.

It is not subject to any judicial, administrative, government, regulatory or arbitration proceeding alleging the violation of any applicable Environmental Laws, except to the extent that any such proceeding would not reasonably be expected to have a Material Adverse Effect.

No written report, financial statement, certificate, Loan Notice, exhibit, schedule or other written document furnished by or on behalf of such Loan Party to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole, contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that to the extent any such written report, financial statement, exhibit, schedule or document was based upon or constitutes a forecast or projection, each Loan Party represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such written report, financial statement, exhibit, schedule or document.

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Such Loan Party is, and immediately after giving effect to the Transactions (including each Loan and Letter of Credit hereunder) will be, together with its consolidated Subsidiaries, Solvent.

No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.

Neither such Loan Party nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Such Loan Party is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System of the United States of America), and no part of the proceeds of any Loan will be used to purchase or carry any margin stock in violation of said Regulations T, U or X or to extend credit to others for the purpose of purchasing or carrying margin stock in violation of said Regulations T, U or X. Not more than 25% of the value of the assets (either of any Loan Party only or of any Loan Party and its Subsidiaries on a consolidated basis) subject to any limitation on sale, pledge or other restriction under this Agreement or subject to any restriction contained in any agreement or instrument, between any Loan Party and any Lender or any Affiliate of any Lender, relating to Indebtedness and within the scope of Section 7.01(f) of this Agreement, will be margin stock (within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System of the United States of America).

Except with respect to any event or circumstance disclosed in the Parent’s SEC Documents (but excluding any disclosure in the “Risk Factors” or “Forward Looking Statements” (or equivalent) sections of any Parent SEC Document and similar statements included in any Parent SEC Document that are generic or solely forward looking in nature), such Loan Party is in

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compliance with all laws, regulations, orders, writs, injunctions and decrees of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Neither it or any of its Subsidiaries nor, to its knowledge, any of their respective officers, directors, agents, employees or other persons acting on their behalf, is an individual or entity that is located, organised or resident in a FATF Public Statement Jurisdiction or is owned or controlled by such party.

Such Loan Party has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Such Loan Party’s payment obligations under the Loan Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

Except to the extent that any of the following, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) such Loan Party has all permits, consents, licenses, authorizations, approvals, entitlements and accreditations required for it lawfully to own, lease, manage or operate, or to acquire each business owned on the date hereof, leased, managed or operated, or to be acquired, by it, and (ii) no condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, consent, license, authorization, approval, entitlement or accreditation, and, to the knowledge of such Loan Party, there is no claim that any such permit, consent, license, authorization, approval, entitlement or accreditation is not in full force and effect.

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All material policies of insurance of any kind or nature owned by or issued to such Loan Party are in full force and effect.

Under the law of such Loan Party’s jurisdiction of incorporation it is not necessary that the Loan Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Loan Documents or the transactions contemplated by the Loan Documents (including the Transactions) (other than any such stamp, registration or similar tax that has been paid as of the Effective Date, to the extent referenced on Schedule 3.18).

It is not an EEA Financial Institution.

No member of the Group has obtained any loan, surety, guarantee, non-refundable contribution or other financial support under any public financial support schemes pursuant to the Swiss Federal Act on the Statutory Principles for Federal Council Ordinances on Combating the COVID-19 Epidemic (SR 818.102), the Swiss Federal Act on Loans with Joint and Several Surety as a Result of Coronavirus (SR 951.26), the Swiss Ordinance on Hardship Measures for Companies in Connection with the COVID-19 Epidemic (SR 951.262) or any similar federal or cantonal scheme in Switzerland.

It has the corporate capacity and authority to execute this Agreement and any other Communication through electronic means and there are no restrictions on doing so in that party’s constitutive documents.

No transaction contemplated by the Loan Documents nor any transaction to be carried out in connection with any transaction contemplated by the Loan Documents meets any hallmark set out in Annex IV of the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16EU.

The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit on the Effective Date shall be subject solely to the prior or concurrent satisfaction or waiver of the conditions precedent set forth in this Section 4.01 (each of which (other than Sections 4.01(d), (f), (l), (m) and (o)) (the conditions in this Section 4.01 (other than Sections 4.01(d), (f), (l), (m) and (o)) being referred to as the “Signing Date Conditions”) shall occur on the Signing Date, it being agreed that the execution of this Agreement by the Lenders shall constitute confirmation that the foregoing Signing Date Conditions have been met):

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The obligation of each Lender and each Issuing Bank to make any Credit Extension to any Borrower (including the initial Credit Extension) is subject to the satisfaction of the following conditions with respect to said Borrower and the Parent:

For purposes of determining compliance with the conditions specified in this Section 4.01 and 4.02, each Lender and Issuing Bank shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to each Lender and Issuing Bank unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender or Issuing Bank prior to the Effective Date or applicable Credit Extension date specifying its objection thereto and such Lender or Issuing Bank shall not have made available to the Administrative Agent such Lender’s ratable portion of the Loans or other Credit Extension.

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Each Loan Notice, LC Request and acceptance by a Borrower of the proceeds from such Credit Extension shall be deemed to constitute a representation and warranty by the relevant Borrower as to the matters specified in paragraphs (a) and (b) of this Section as of the date of the applicable Credit Extension.

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable hereunder shall have been paid in full and no Letter of Credit remains outstanding the Loan Parties covenant and agree with the Administrative Agent, the Issuing Banks and the Lenders that:

The Parent will furnish, or cause to be furnished, to the Administrative Agent:

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Each Loan Party will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to (i) preserve, renew and keep in full force and effect its existence, and (ii) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, preserve, renew and keep in full force and effect its rights and privileges and the rights, licenses, permits, approvals, privileges and franchises applicable to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution expressly permitted under Section 6.01.

Each Loan Party will, and will cause each of its Subsidiaries to, pay its Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Loan Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

For the purpose of its compliance with the Ten Non-Bank Regulations and Twenty Non-Bank Regulations under this Section 5.05, each Swiss Loan Party shall assume that the number of Lenders under this Agreement which are not Swiss Qualifying Banks shall be deemed to be 5 (five) (irrespective of whether or not there are, at any time, any such Lenders). This covenant shall cease to apply should the Ten Non-Bank Regulations and Twenty Non-Bank Regulations be abolished and provided that as a result of such abolishment the Ten Non-Bank Regulations and Twenty Non-Bank Regulations would not apply to this Agreement.

Each Loan Party will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with responsible, financially sound and reputable insurance companies, insurance with respect to its properties and business.

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Each Loan Party will keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities in accordance with GAAP or in accordance with the accounting standards applicable in such entity’s jurisdiction. Each Loan Party will permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice and subject to signing by such representative of customary confidentiality undertakings, at the Lenders’ expense so long as no Event of Default exists and at the Borrowers’ expense during the continuance of an Event of Default, to visit and inspect its properties, to examine and make extracts from its books and records relating to financial and other similar matters (other than materials protected by the attorney-client privilege and materials which such Person may not disclose without violation of any applicable law or a confidentiality obligation binding upon it), and to discuss its affairs, finances and condition with its directors, officers, employees, accountants or other representatives, all at such reasonable times and as often as reasonably requested. As long as no Default exists, the Lenders and/or the Administrative Agent shall use reasonable efforts to minimize the disruption of such Person’s business resulting from any such visit or inspection and shall limit any such visits or inspections under this Section 5.06 to once per fiscal year. A representative of the applicable Loan Party shall be provided a reasonable opportunity to be present at any such visit or inspection, but the actual attendance of any such representative shall not be required.

Each Loan Party will, and will cause each of its Subsidiaries to, comply with all requirements of law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

The proceeds of the Loans and Letters of Credit will be used by the Borrowers to refinance the Existing Revolving Credit Facility and for general corporate purposes (which, for the avoidance of doubt, may include, without limitation, acquisitions, investments and utilization in connection with any potential future U.S. commercial paper program of the Parent and its Subsidiaries, if and when such program is put in place). No part of the proceeds of any Loan or Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board of Governors of the Federal Reserve System of the United States of America, including Regulations T, U and X.

Each Loan Party will, and will cause each of its Subsidiaries to, comply with all applicable Environmental Laws and governmental authorizations issued pursuant thereto, the non-compliance with which could reasonably be expected to have a Material Adverse Effect. In the event any Loan Party or any of its Subsidiaries undertakes any remedial action with respect to any Hazardous Materials, such Loan Party will, and will cause each of its Subsidiaries to, conduct and complete such remedial action in material compliance with all applicable Environmental Laws, and in accordance with the policies, orders, directions and other requirements of law of all federal, state and local Governmental Authorities except when, and only to the extent that, the liability of the applicable Loan Party and its Subsidiaries for such presence, storage, use, disposal, transportation or discharge of any Hazardous Materials is being contested in good faith by such Person or such liability could not reasonably be expected to result in a Material Adverse Effect.

The Parent shall use commercially reasonable efforts to maintain a public rating (but, for the avoidance of doubt, not any particular rating) in respect of its senior unsecured long-term indebtedness for borrowed money from each of ▇▇▇▇▇’▇ and S&P.

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Each Loan Party agrees that it shall, and shall make reasonable efforts to cause each of its Subsidiaries, to comply with the requirements of all applicable Anti-Corruption Laws, Anti Money Laundering Laws and Sanctions.

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and no Letter of Credit shall remain outstanding, the Loan Parties covenant and agree with the Administrative Agent, the Issuing Banks and the Lenders that:

No Loan Party or Subsidiary will merge into or consolidate or amalgamate with (or engage in any other substantially similar transaction) any other Person, or permit any other Person to merge into or consolidate or amalgamate with (or engage in any other substantially similar transaction) it, or sell, transfer, lease or otherwise dispose, including any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division (each, a “disposal” or “disposition”) of (in one transaction or in a series of transactions) any assets (whether now owned or hereafter acquired) to any Person, or liquidate or dissolve (including, in each case, pursuant to a Delaware LLC Division). Notwithstanding the foregoing the following, shall be permitted:

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No Loan Party will, nor will any Loan Party permit any of its Subsidiaries to, (x) create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets or (y) enter into a Financing Arrangement, except for the following (“Permitted Encumbrances”):

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Each Loan Party will not, and will not permit any of its Subsidiaries nor any of their respective officers, directors, agents, employees or other persons acting on their behalf to directly or indirectly, (i) use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person to fund or facilitate any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, LC Issuer, Swing Line Lender, or otherwise) of Sanctions; or (ii) in any manner that would result in any violation of any applicable Anti-Corruption Laws or Anti-Money Laundering Laws or for any purpose which would result in a breach of any applicable Anti-Corruption Laws or Anti-Money Laundering Laws.

Each Loan Party will not, and will not permit any of its Subsidiaries nor any of their respective officers, directors, agents, employees or other persons acting on their behalf, to directly or indirectly, use, lend, contribute or otherwise make available the proceeds of any Loan or Letter of Credit hereunder to any party to fund any activities or business of or with a FATF Public Statement Jurisdiction, any goods originating from a FATF Public Statement Jurisdiction or any party located, organised or resident in a FATF Public Statement Jurisdiction or owned or controlled by such party.

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If any of the following events (“Events of Default”) shall occur:

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then, and in every such event (other than an event with respect to a Loan Party described in clause (g) or (h) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent at the request of the applicable Required Lenders shall, by notice to the Parent, take any of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans and Reimbursement Obligations then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans and the Reimbursement Obligations so declared to be due and payable, together with accrued interest

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thereon and all fees and other obligations of the Loan Parties accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties; and in case of any event with respect to any Loan Party described in clause (g) or (h) of this Article, the Commitments shall automatically terminate and the principal of the Loans and the Reimbursement Obligations then outstanding, together with accrued interest thereon and all fees and other obligations of the Loan Parties accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties, and (iii) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents.

Each Lender Party (as defined below) hereby irrevocably appoints Bank of America, N.A., to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lender Parties, and no Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent shall use reasonable care in its selection of any such sub-agent, the standard of such care not to be below that which it would use for its own affairs and in performing its duties in respect hereof, such sub-agent shall use reasonable care in the performance of such duties, the standard of such care not to be below that which it would use for its own affairs. The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. Each such sub agent and the Related Parties of the Administrative Agent and each such sub agent shall be entitled to the benefits of all provisions of this Article 8 and Section 11.04 (as though such sub agents were the “Administrative Agent” under the Loan Documents) as if set forth in full herein with respect thereto.

The Administrative Agent may at any time give notice of its resignation to the Lender Parties and the Parent (such notice not to be effective until 30 days have lapsed). Upon receipt of any such notice of resignation, the Required Lenders shall have the right (which, unless an Event of Default under subsection (a), (g) or (h) of Section 7.01 has occurred and is continuing, shall be with the consent of the Borrower (such consent not to be unreasonably withheld or delayed)), to appoint a successor. For the avoidance of doubt, whether or not a successor Administrative Agent has been appointed, the resignation of the retiring Administrative Agent shall become effective 30 days after such notice of its resignation was given. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (such 30-day period, the “Lender Party Appointment Period”), then the retiring Administrative Agent may on behalf of the Lender Parties, appoint a successor Administrative Agent, which shall be a commercial bank or a trust company with an office in the United States of America or the United Kingdom, or an affiliate of such a bank or trust company; provided that if the Administrative Agent shall notify the Parent and the Lender Parties that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of any Lender Party under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each applicable Lender Party, directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph; provided further that so long as no such successor Administrative Agent shall have accepted such appointment the Parent shall have the right to appoint, at its own cost and expense, a successor Administrative Agent, which successor Administrative Agent shall be a commercial bank or a trust company with an office in the United States of America or the United Kingdom, and which shall have a combined capital and surplus of at least US$250,000,000 (or foreign currency equivalent thereof) (an “Interim Administrative Agent”), which Interim Administrative Agent shall serve as Administrative Agent in all respects (with the rights, privileges and obligations thereof, including without limitation the right to resign (and appoint a successor) as set forth above in this Section 8.06) until such time as the Required Lenders appoint a successor thereto in accordance with the provisions described above in this Section 8.06). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and (i) the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender Party directly, until such time as a successor

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Administrative Agent or Interim Administrative Agent has been appointed as provided for above in this paragraph. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation (if applicable) as Swingline Lender, in which case the resigning Administrative Agent (x) shall not be required to make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Swingline Lender with respect to any Swingline Loans made by it, prior to the date of such resignation. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Administrative Agent of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as Administrative Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Loan Parties to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Loan Parties and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

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In the event that Bank of America, N.A. or any of its Affiliates shall be or become an indenture trustee under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act”) in respect of any securities issued or guaranteed by any Loan Party, the parties hereto acknowledge and agree that any payment or property received in satisfaction of or in respect of any obligation of any Loan Party hereunder or under any other Loan Document by or on behalf of Bank of America, N.A. in its capacity as the Administrative Agent for the benefit of any Lender under any Loan Document (other than Bank of America, N.A. or an Affiliate of Bank of America, N.A.) and which is applied in accordance with the Loan Documents shall be deemed to be exempt from the requirements of Section 311 of the Trust Indenture Act pursuant to Section 311(b)(3) of the Trust Indenture Act.

Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Documentation Agent and Bookrunners & Mandated Lead Arrangers is named as such for recognition purposes only, and in its capacity as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement or the other Loan Documents or the transactions contemplated hereby and thereby; it being understood and agreed that such Persons shall be entitled to all indemnification and reimbursement rights in favor of the Administrative Agent as, and to the extent, provided for under Section 11.04. Without limitation of the foregoing, none of the Documentation Agent or the Bookrunners & Mandated Lead Arrangers shall, solely by reason of this Agreement or any other Loan Documents, have any fiduciary relationship in respect of any Lender or any other Person.

In case of the pendency of any proceeding under any Bankruptcy Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.12, 2.14, 2.15, 2.16 and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender Party any plan of reorganization, arrangement, adjustment or composition affecting any obligations under any Loan Documents or the rights of any Lender Party or to authorize the Administrative Agent to vote in respect of the claim of any Lender Party in any such proceeding.

Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or LC Issuer, whether or not in respect of an obligation due and owing by a Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender or LC Issuer receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender or LC Issuer in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender and LC Issuer irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender and LC Issuer promptly upon determining that any payment made to such Lender or LC Issuer, as applicable, comprised, in whole or in part, a Rescindable Amount.

Parent hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not as a surety, to the Administrative Agent, the Swingline Lender, each Issuing Bank and the Lenders, the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of each Subsidiary Borrower now or hereafter (including any Swiss Additional Borrower to the extent it becomes a Borrower in accordance with Section 10.01) existing under this Agreement and the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any Lender in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party to the Administrative Agent or any Lender under or in respect of this Agreement and the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Loan Party.

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Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The obligations of Guarantor under or in respect of this Guaranty are a guarantee of payment, and not of collection, and are independent of the Guaranteed Obligations or any other obligations of any Loan Party under or in respect of this Agreement and the Loan Documents, and a separate action or actions may be brought and prosecuted against Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Loan Party or whether any Loan Party is joined in any such action or actions. The liability of Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, all as though such payment had not been made.

99

Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender against any Loan Party or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Commitments shall have expired or been terminated. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Administrative Agent and the Lenders, shall be segregated from other property and funds of the Parent and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the Notes, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising.

100

The Guarantor hereby subordinates any and all debts for borrowed money owed to the Guarantor by any Subsidiary Borrower (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 9.05:

For purposes of this Section 9.05, a “Specified Event of Default” shall mean an event described in clause (a), (g), (h) or (k) of Section 7.01 of this Agreement.

This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and their successors, transferees and assigns.

101

The Parent may request that any of its wholly-owned Subsidiaries becomes an Additional Borrower. Any such Subsidiary shall become an Additional Borrower upon the satisfaction of the following conditions:

102

The Parent may request that a Borrower (other than the Parent) cease to be a Borrower by delivering to the Administrative Agent a resignation letter in form and substance satisfactory to the Administrative Agent, whereupon, if:

such Borrower shall cease to be a Borrower and shall have no further rights or obligations under the Loan Documents other than those obligations that expressly survive the termination of this Agreement.

Each of the Loan Parties hereby appoints the Parent to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Parent may execute such documents and provide such authorizations on behalf of such Loan Parties as the Parent deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, any Issuing Bank or a Lender to the Parent shall be deemed delivered to each Loan Party and (c) the Administrative Agent, any Issuing Bank or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Parent on behalf of each of the Loan Parties

103

Bank of America, N.A.

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104

or at such other address as shall be notified in writing (x) in the case of a Borrower, the Administrative Agent, to the other parties and (y) in the case of all other parties, to the Parent and the Administrative Agent.

The Loan Parties hereby agree that they will provide to the Administrative Agent all Approved Electronic Communications that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents, by transmitting such Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to ▇▇▇▇▇▇▇.▇.▇▇▇▇@▇▇▇▇.▇▇▇. In addition, the Borrowers agree to continue to provide the Approved Electronic Communications to the Administrative Agent in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

105

The Loan Parties further agree that the Administrative Agent may make the Approved Electronic Communications available to the Lenders by posting such Communications on Intralinks, DebtDomain or a substantially similar electronic transmission systems (the “Approved Electronic Platform”).

THE APPROVED ELECTRONIC PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT PARTIES IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, CLAIMS, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

The Administrative Agent agrees that the receipt of the Approved Electronic Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of Approved Electronic Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that such Approved Electronic Communications have been posted to the Approved Electronic Platform shall constitute effective delivery of such Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address.

Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.