U.S. and Canada Participants (employees who are on the U.S. or Canadian payroll system):

U.S. Government Securities, in each case maturing within one (1) year from the date of acquisition thereof;

U.S. Dollars, Canadian dollars, pounds sterling, euros, the national currency of any participating member state of the European Union or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

“U.S. Government Securities Business Day” means any day except for # a Saturday, # a Sunday or # a day on which the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements for borrowings hereunder, such day is also a Business Day.

“U.S. Special Resolution Regimes” has the meaning specified in [Section 13.12].

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Purchaser’s request.

U.S. DEFEND TRADE SECRETS ACT NOTICE OF IMMUNITY. The U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that # is made # in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and # solely for the purpose of reporting or investigating a suspected violation of law or # is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual # files any document containing the trade secret under seal and # does not disclose the trade secret, except pursuant to court order.

U.S. Government Securities Business Days prior to such Term SOFR Determination Day and # if Term SOFR determined as provided above (including pursuant to [clause (x)] of this proviso) shall ever be less than the Benchmark Floor, then Term SOFR shall be deemed to be the Benchmark Floor.

U.K. Tax Credit. If a U.K. Borrower makes a U.K. Tax Payment and the relevant U.K. Lender Party determines that # a U.K. Tax Credit is attributable to an increased payment of which that U.K. Tax Payment forms part, to that U.K. Tax Payment or to a U.K. Tax Deduction in consequence of which that U.K. Tax Payment was required, and # that U.K. Lender Party has obtained and utilized that U.K. Tax Credit, the U.K. Lender Party shall pay an amount to such U.K. Borrower which will leave it (after that payment) in the same after-Tax position as it would have been in had the U.K. Tax Payment not been required to be made by such U.K. Borrower.

U.K. Revolving Loans. Subject to the terms and conditions set forth herein, each U.K. Lender severally agrees to make loans (each such loan, a “U.K. Revolving Loan”) in Dollars, Euros, or Sterling to any U.K. Borrower from time to time on any Business Day during the U.K. Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such U.K. Lender’s U.K. Commitment; provided, that, after giving effect to any U.K. Revolving Borrowing, # the Total U.K. Outstandings shall not exceed the Aggregate U.K. Commitments, and # the U.K. Revolving Credit Exposure of any U.K. Lender shall not exceed such U.K. Lender’s U.K. Commitment. Within the limits of each U.K. Lender’s U.K. Commitment, and subject to the other terms and conditions hereof, each U.K. Borrower may borrow U.K. Revolving Loans under this [Section 2.01(c)], prepay U.K. Revolving Loans under [Section 2.05(a)], and reborrow U.K. Revolving Loans under this [Section 2.01(c)]. U.K. Revolving Loans may be Domestic Base Rate Loans, Eurodollar Rate Loans, Alternative Currency Daily Rate Loans, or Alternative Currency Term Rate Loans, as further provided herein.