Table of Contents

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 1, 2023☐

OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromtoCommission file number 1-10658

Micron Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware(State or other jurisdiction of incorporation or organization)

75-1618004(I.R.S. Employer Identification No.)
83716-9632(Zip Code)

8000 S. Federal Way, Boise, Idaho(Address of principal executive offices)(Registrant’s telephone number, including area code)(208) 368-4000

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.10 per share
MU
Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Yes ☒
No ☐
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
Yes ☒
No ☐
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company

☒
☐
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐The number of outstanding shares of the registrant’s common stock as of June 22, 2023 was 1,095,301,608.

☐
No ☒Table of Contents
Introduction
PART I. Financial Information
Item 1.
Financial Statements:
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Balance Sheets
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Liquidity and Capital Resources
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
Item 4.
Controls and ProceduresPART II. Other Information
Item 1.
Legal Proceedings
Item 1A.
Risk Factors
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.
Exhibits
Signatures

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Definitions of Commonly Used Terms
As used herein, “we,” “our,” “us,” and similar terms include Micron Technology, Inc. and its consolidated subsidiaries, unless the context
indicates otherwise. Abbreviations, terms, or acronyms are commonly used or found in multiple locations throughout this report and include
the following:
Term
Definition
Term
Definition
2023 Notes

DDR

Double data rate DRAM

EBITDA

2024 Term Loan A
2025 Term Loan A
2026 Term Loan A
2027 Term Loan A

2.497% Senior Notes due April 2023, repaid
November 2021
4.640% Senior Notes due February 2024,
repaid November 2021
Senior Term Loan A due October 2024
Senior Term Loan A due November 2025
Senior Term Loan A due November 2026
Senior Term Loan A due November 2027

2026 Notes
2027 Notes
2028 Notes
2029 A Notes

4.975% Senior Notes due February 2026
4.185% Senior Notes due February 2027
5.375% Senior Notes due April 2028
5.327% Senior Notes due February 2029

InoteraLIBOR
LPDRAM
MCP

2029 B Notes
2030 Notes
2032 Green Bonds
2033 A Notes
2033 B Notes

6.750% Senior Notes due November 2029
4.663% Senior Notes due February 2030
2.703% Senior Notes due April 2032
5.875% Senior Notes due February 2033
5.875% Senior Notes due September 2033

2041 Notes
2051 Notes

3.366% Senior Notes due November 2041
3.477% Senior Notes due November 2051

MicronNRVOEM
QimondaRevolving Credit
Facility
SOFR
SSD

Earnings before interest, taxes, depreciation,
and amortization
Environmental, social, and governance
Extreme ultraviolet lithography
Graphics double data rate
High-bandwidth memory, a stacked DRAM
technology optimized for memory-bandwidth
intensive applications
Inotera Memories, Inc.
London Interbank Offered Rate
Low-power DRAM
Multichip packaged solutions with managed
NAND and LPDRAM
Micron Technology, Inc. (Parent Company)
Net realizable value
Original equipment manufacturer
Qimonda AG$2.5 billion Revolving Credit Facility due May
2026
Secured Overnight Financing Rate
Solid state drive2024 Notes

ESG
EUV
GDDR
HBM

We are an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all. Witha relentless focus on our customers, technology leadership, and manufacturing and operational excellence, Micron delivers a rich portfolio of
high-performance DRAM, NAND, and NOR memory and storage products through our Micron® and Crucial® brands. Every day, theinnovations that our people create fuel the data economy, enabling advances in artificial intelligence and 5G applications that unleash
opportunities — from the data center to the intelligent edge and across the client and mobile user experience.
Micron, Crucial, any associated logos, and all other Micron trademarks are the property of Micron. Other product names or trademarks thatare not owned by Micron are for identification purposes only and may be the trademarks of their respective owners.
All period references herein are to our fiscal periods unless otherwise indicated. Our fiscal year is the 52 or 53-week period ending on theThursday closest to August 31. Fiscal years 2023 and 2022 each contain 52 weeks.

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Available Information
Investors and others should note that we announce material financial information about our business and products through a variety ofmeans, including our investor relations website (investors.micron.com), filings with the U.S. Securities and Exchange Commission (“SEC”),
press releases, public conference calls, blog posts (micron.com/about/blog), and webcasts. We use these channels to achieve broad, nonexclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD. Therefore, we
encourage investors, the media, and others interested in our company to review the information we post on such channels.

Forward-Looking Statements
This Form 10-Q contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Suchforward-looking statements may be identified by words such as "anticipate," "expect," "intend," "pledge," "committed," "plan," "opportunities,""future," "believe," "target," "on track," "estimate," "continue," "likely," "may," "will," "would," "should," "could," and variations of such words
and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.
Specific forward-looking statements include, but are not limited to, statements such as those made regarding the expected one-time payment
to the Qimonda estate; restructure plans and expected related savings and charges; market conditions and profitability in our industry;
potential write-downs of inventories in future quarters; reductions in our wafer starts and the corresponding impact on our costs in 2023; theimpact of the Cyberspace Administration of China decision; the timing for construction and ramping of production for new memory
manufacturing fabs in the United States; the construction or expansion of our backend facilities; the receipt of government grants andinvestment tax credits; the sufficiency of our cash and investments; capital spending in 2023; funding of sustainability-focused projects; andallocation and dispersal of the net proceeds of our 2032 Green Bonds. Our actual results could differ materially from our historical results andthose discussed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to,those identified in “Part II. Other Information – Item 1A. Risk Factors.”

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PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS

Micron Technology, Inc.
Consolidated Statements of Operations(In millions, except per share amounts)(Unaudited)
Quarter ended
June 1,
June 2,
2023
2022
Revenue
Cost of goods sold
Gross margin$

3,752 $
4,420
(668)

8,642
4,607
4,035

Research and development
Selling, general, and administrative
Restructure and asset impairments
Other operating (income) expense, net
Operating income (loss)

758
219
68
48
(1,761)

Interest income
Interest expense
Other non-operating income (expense), net

Income tax (provision) benefit
Equity in net income (loss) of equity method investees
Net income (loss)
Earnings (loss) per share
Basic
Diluted$$Number of shares used in per share calculations
Basic
DilutedNine months ended
June 1,
June 2,
2023
2022
$

11,530 $12,511(981)

24,115
12,83911,276

773
264
—
(6)
3,004

2,395
701
167
29
(4,273)

2,277
786
43
(11)
8,181

127
(119)
—
(1,753)

20
(44)
8
2,988

334
(259)
(2)
(4,200)

42
(144)
(61)
8,018

(139)
(4)
(1,896) $

(358)
(4)
2,626 $

(201)
(2)
(4,403) $

(832)
9
7,195

(1.73) $(1.73)

2.36
2.34(4.03) $(4.03)

6.44
6.38

1,094
1,094

1,112
1,121

1,092
1,092

1,117
1,127

$

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.
Consolidated Statements of Comprehensive Income (Loss)(In millions)(Unaudited)
Quarter ended
June 1,
June 2,
2023
2022
Net income (loss)$(1,896) $

2,626

$

(4,403) $

7,195

$

22
12
1
(2)
33
(1,863) $

(210)
(18)
—
2
(226)
2,400 $

222
—
(1)
(1)
220
(4,183) $

(330)
(38)
1
1
(366)
6,829

Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments
Gains (losses) on investments
Foreign currency translation adjustments
Pension liability adjustments
Other comprehensive income (loss)
Total comprehensive income (loss)

See accompanying notes to consolidated financial statements.

6 | 2023 Q3 10-Q

Nine months ended
June 1,
June 2,2023
2022

Table of Contents

Micron Technology, Inc.
Consolidated Balance Sheets(In millions, except par value amounts)(Unaudited)
June 1,2023

As ofAssetsCash and equivalents
Short-term investments
Receivables
Inventories
Other current assets
Total current assets
Long-term marketable investments
Property, plant, and equipment
Operating lease right-of-use assets
Intangible assets
Deferred tax assets
Goodwill
Other noncurrent assets$$

Total assets
Liabilities and equity
Accounts payable and accrued expenses
Current debt
Other current liabilities
Total current liabilities
Long-term debt
Noncurrent operating lease liabilities
Noncurrent unearned government incentives
Other noncurrent liabilities
Total liabilities$

September 1,
2022

9,298 $
1,054
2,429
8,238
715
21,734973
38,727
655
410
708
1,252
1,221
65,680 $

8,262
1,069
5,130
6,663
657
21,781
1,647
38,549
678
421
702
1,228
1,277
66,283

4,177 $
259
668
5,104
12,986603
632
950
20,275

6,090
103
1,346
7,539
6,803
610
589
835
16,376124
10,782
42,391(7,552)(340)
45,40565,680 $123
10,19747,274(7,127)(560)
49,90766,283

Commitments and contingencies
Shareholders’ equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,236 shares issued and 1,095
outstanding (1,226 shares issued and 1,094 outstanding as of September 1, 2022)
Additional capital
Retained earnings
Treasury stock, 141 shares held (132 shares as of September 1, 2022)
Accumulated other comprehensive income (loss)
Total equity$

Total liabilities and equity
See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.
Consolidated Statements of Changes in Equity(In millions, except per share amounts)(Unaudited)
Common Stock
Numberof Shares
Balance at September 1, 2022
Net income (loss)
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock - repurchase program
Repurchase of stock - withholdings on
employee equity awards
Dividends and dividend equivalents
declared ($0.115 per share)
Balance at December 1, 2022
Net income (loss)
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock - withholdings on
employee equity awards
Dividends and dividend equivalents
declared ($0.115 per share)
Balance at March 2, 2023
Net income (loss)
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock - withholdings on
employee equity awards
Dividends and dividend equivalents
declared ($0.115 per share)
Balance at June 1, 2023

AmountAdditional Retained
CapitalEarnings

TreasuryStock1,226 $
—
—
8
—
—

123 $
—
—
—
—
—

10,197 $
—
—
7
146
—

47,274 $
(195)
—
—
—
—

(7,127) $
—
—
—
—
(425)

(560) $
—
87
—
—
—

(2)

—

(15)

(80)

—

—

—
1,232 $
—
—
3
—

—
123 $
—
—
—
—

—
10,335 $
—
—
142
157

(126)
46,873 $(2,312)————(7,552) $
—
—
—
—

—
(473) $
—
100
—
—

—

—

(1)

(7)

—

—

—
1,235 $
—
—
1
—

—
123 $
—
—
1
—

—
10,633 $
—
—
6
145

(128)
44,426 $(1,896)————(7,552) $
—
—
—
—

—
(373) $
—
33
—
—

—

—

(2)

(11)

—

—

—
1,236 $—
124 $—
10,782 $(128)
42,391 $—(7,552) $—(340) $

See accompanying notes to consolidated financial statements.

8 | 2023 Q3 10-Q

Accumulated
Other
Total
Comprehensive Shareholders’
Income (Loss)
Equity49,907
(195)
87
7
146
(425)
(95)
(126)
49,306(2,312)
100
142
157
(8)
(128)
47,257(1,896)
33
7
145
(13)
(128)
45,405

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Micron Technology, Inc.
Consolidated Statements of Changes in Equity(In millions, except per share amounts)(Unaudited)
Common Stock
Numberof Shares
Balance at September 2, 2021
Net income (loss)
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock - repurchase program
Repurchase of stock - withholdings on
employee equity awards
Balance at December 2, 2021
Net income (loss)
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock - repurchase program
Repurchase of stock - withholdings on
employee equity awards
Dividends and dividend equivalents
declared ($0.10 per share)
Balance at March 3, 2022
Net income (loss)
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock - repurchase program
Repurchase of stock - withholdings on
employee equity awards
Dividends and dividend equivalents
declared ($0.10 per share)
Balance at June 2, 2022

AmountAdditional Retained
CapitalEarnings

TreasuryStock

Accumulated
Other
Total
Comprehensive Shareholders’
Income (Loss)
Equity1,216 $
—
—
5
—
—

122 $
—
—
—
—
—

9,453 $
—
—
5
118
—

39,051 $
2,306
—
—
—
—

(4,695) $
—
—
—
—
(259)

2 $
—
(93)
—
—
—

43,933
2,306
(93)
5
118
(259)

(1)
1,220 $
—
—
4
—
—

—
122 $
—
—
—
—
—

(12)
9,564 $
—
—
124
129
—

(90)
41,267 $
2,263
—
—
—
—

—
(4,954) $
—
—
—
—
(408)

—
(91) $
—
(47)
—
—
—

(102)
45,908
2,263
(47)
124
129
(408)

(1)

—

(1)

(10)

—

—

—
1,223 $
—
—
—
—
—

—
122 $
—
—
—
—
—

—
9,816 $
—
—
3
131
—

(113)
43,407 $
2,626
—
—
—
—

—
(5,362) $
—
—
—
—
(981)

—
(138) $
—
(226)
—
—
—

—

—

—

(5)

—

—

—
1,223 $—
122 $—
9,950 $

(112)
45,916 $—(6,343) $—(364) $

(11)
(113)
47,845
2,626
(226)
3
131
(981)
(5)
(112)
49,281

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.
Consolidated Statements of Cash Flows(In millions)(Unaudited)
June 1,
2023

Nine months ended
Cash flows from operating activities
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense and amortization of intangible assets
Provision to write down inventories to net realizable value
Stock-based compensation(Gain) loss on debt repurchases
Change in operating assets and liabilities:
Receivables
Inventories
Accounts payable and accrued expenses
Other
Net cash provided by operating activities$

June 2,2022(4,403) $

7,195

5,819
1,831
448
—

5,234
—
378
83

2,728
(3,406)(1,764)
57
1,310

(906)
(1,146)382
184
11,404

Cash flows from investing activities
Expenditures for property, plant, and equipment
Purchases of available-for-sale securities
Proceeds from maturities of available-for-sale securities
Proceeds from government incentives
Proceeds from sales of available-for-sale securities
Proceeds from sale of Lehi, Utah fab
Other
Net cash provided by (used for) investing activities(6,215)
(496)
1,170
248
22
—
(90)
(5,361)(8,454)(1,359)
964
104
258
888
(162)
(7,761)

Cash flows from financing activities
Proceeds from issuance of debt
Repayments of debt
Repurchases of common stock - repurchase program
Payments of dividends to shareholders
Payments on equipment purchase contracts
Other
Net cash provided by (used for) financing activities

6,716
(706)
(425)
(378)
(112)
—
5,095

2,000
(2,008)(1,648)
(335)
(132)
(17)
(2,140)

(13)

(71)

1,031
8,339
9,370 $

1,432
7,829
9,261

Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash
Net increase (decrease) in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of period
Cash, cash equivalents, and restricted cash at end of period
See accompanying notes to consolidated financial statements.

10 | 2023 Q3 10-Q$

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Micron Technology, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(All tabular amounts in millions, except per share amounts)(Unaudited)

Significant Accounting Policies
For a discussion of our significant accounting policies, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes toConsolidated Financial Statements – Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended September 1,
2022. There have been no changes to our significant accounting policies since our Annual Report on Form 10-K for the year ended
September 1, 2022.

Basis of Presentation
The accompanying consolidated financial statements include the accounts of Micron Technology, Inc. and our consolidated subsidiaries andhave been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) consistent inall material respects with those applied in our Annual Report on Form 10-K for the year ended September 1, 2022.
In the opinion of our management, the accompanying unaudited consolidated financial statements contain all necessary adjustments,
consisting of a normal recurring nature, to fairly state the financial information set forth herein. Certain reclassifications have been made toprior period amounts to conform to current period presentation.
Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal years 2023 and 2022 each contain 52 weeks.
All period references are to our fiscal periods unless otherwise indicated. These interim financial statements should be read in conjunction
with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended
September 1, 2022.

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Cash and Investments
All of our short-term investments and long-term marketable investments were classified as available-for-sale as of the dates noted below.
Cash and equivalents and the fair values of our available-for-sale investments, which approximated amortized costs, were as follows:
June 1, 2023
September 1, 2022
Long-termLong-term
Cash and
Short-termMarketable Total Fair
Cash and
Short-termMarketable Total Fair
As of
Equivalents Investments Investments(1)Value
Equivalents Investments Investments(1)
Value
Cash
$
Level 1(2)Money market funds
Level 2(3)Certificates of deposit
Corporate bonds
Asset-backed
securities
Government
securities
Commercial paper
Restricted cash(4)Cash, cash
equivalents, andrestricted cash

6,834 $

— $

— $

6,834

1,132

—

—

1,326
1

50
776

—

17

5
—

111
100
1,054 $

9,298 $
72
$

9,370

$

6,055 $

— $

— $

6,055

1,132

1,196

—

—

1,196

—
507

1,376
1,284

976
—

50
759

—
995

1,026
1,754

435

452

—

20

608

628

31
147
—
100
973 $ 11,325

2
33

155
85
1,069 $

8,262 $
77
$

44
201
—
118
1,647 $ 10,978

8,339

The maturities of long-term marketable securities primarily range from one to four years.
The fair value of Level 1 securities is measured based on quoted prices in active markets for identical assets.
(3) The fair value of Level 2 securities is measured using information obtained from pricing services, which obtain quoted market prices for
similar instruments, non-binding market consensus prices that are corroborated by observable market data, or various othermethodologies, to determine the appropriate value at the measurement date. We perform supplemental analysis to validate information
obtained from these pricing services. No adjustments were made to the fair values indicated by such pricing information as of June 1,
2023 or September 1, 2022.
(4) Restricted cash is included in other current assets and other noncurrent assets and primarily relates to certain government incentives
received prior to being earned and for which restrictions lapse upon achieving certain performance conditions or which will be returned if
performance conditions are not met.
(1)
(2)

Gross realized gains and losses from sales of available-for-sale securities were not significant for any period presented.

Non-marketable Equity Investments
In addition to the amounts included in the table above, we had $217 million and $222 million of non-marketable equity investments without areadily determinable fair value that were included in other noncurrent assets as of June 1, 2023 and September 1, 2022, respectively.

12 | 2023 Q3 10-Q

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Receivables
June 1,2023

As of
Trade receivables
Income and other taxes
Other

$

$

2,042 $
244
143
2,429 $

September 1,
2022
4,765
251
114
5,130

Inventories
June 1,2023

As ofFinished goods
Work in process
Raw materials and supplies$$

1,775 $
5,722
741
8,238 $

September 1,
2022
1,028
4,830
805
6,663

The third quarter and first nine months of 2023, included charges of $401 million and $1.83 billion, respectively, to cost of goods sold to write
down the carrying value of work in process and finished goods inventories to their estimated net realizable value.

Property, Plant, and Equipment
June 1,
2023

As of
Land
Buildings
Equipment(1)Construction in progress(2)Software$Accumulated depreciation
$
(1)
(2)

279 $
17,622
65,1752,398
1,251
86,725(47,998)
38,727 $September 1,
2022
280
16,676
61,354
1,897
1,124
81,331(42,782)
38,549Includes costs related to equipment not placed into service of $3.33 billion as of June 1, 2023 and $3.35 billion as of September 1, 2022.
Includes building-related construction, tool installation, and software costs for assets not placed into service.

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Intangible Assets
As of
Product and process technology $GrossAmountJune 1, 2023
Accumulated
Amortization

622 $Net Carrying
Amount(212) $

410

Gross
Amount$September 1, 2022
Accumulated
Net Carrying
Amortization
Amount742 $(321) $

421

In the first nine months of 2023 and 2022, we capitalized $72 million and $130 million, respectively, for product and process technology withweighted-average useful lives of 9 years. Amortization expense was $66 million and $63 million for the first nine months of 2023 and 2022,
respectively. Expected amortization expense is $19 million for the remainder of 2023, $72 million for 2024, $50 million for 2025, $46 million
for 2026, and $42 million for 2027.

Leases
The components of lease cost are presented below:
Quarter ended
June 1,
June 2,
2023
2022
Finance lease cost
Amortization of right-of-use assets
Interest on lease liabilities
Operating lease cost(1)

$

$
(1)

28 $
6
34
68 $

Nine months ended
June 1,
June 2,
2023
2022
23
6
32
61

$

77 $
18
101
196 $

$

75
18
91
184

Operating lease cost includes short-term and variable lease expenses, which were not material for the periods presented.

Supplemental cash flow information related to leases was as follows:
June 1,
2023

Nine months ended
Cash flows used for operating activities
Finance leases
Operating leases
Cash flows used for financing activities – Finance leases
Noncash acquisitions of right-of-use assets
Finance leases
Operating leases

14 | 2023 Q3 10-Q$

June 2,
2022
17 $
91
79

18
81
79

354
35

304
190

Table of Contents

Supplemental balance sheet information related to leases was as follows:
June 1,2023

As ofFinance lease right-of-use assets (included in property, plant, and equipment)
Current operating lease liabilities (included in accounts payable and accrued expenses)$

September 1,
2022

1,187
62

Weighted-average remaining lease term (in years)
Finance leases
Operating leases
Weighted-average discount rate
Finance leases
Operating leases

$

904
60

10
11

12
12

3.48 %
3.11 %

2.65 %
2.90 %

As of June 1, 2023, maturities of lease liabilities by fiscal year were as follows:
For the year ending

Finance Leases

Remainder of 2023
2024
2025
2026
2027
2028 and thereafterLess imputed interest$$

Operating
Leases

49 $
184
169
159
154
641
(185)
1,171 $

3
73
73
72
72
524
(152)
665

The table above excludes obligations for leases that have been executed but have not yet commenced. As of June 1, 2023, excluded
obligations consisted of $175 million of estimated finance lease payments over a weighted-average period of 11 years for gas supply
arrangements deemed to contain embedded leases and equipment leases. We will recognize right-of-use assets and associated leaseliabilities at the time such assets become available for our use.

Accounts Payable and Accrued Expenses
June 1,2023

As ofAccounts payable
Property, plant, and equipment
Salaries, wages, and benefits
Income and other taxes
Other

$

$

1,640 $
1,523
412
148
454
4,177 $

September 1,
2022
2,142
2,170
877
420
481
6,090

15

Table of Contents

Debt
As of

StatedRate

2024 Term Loan A
2025 Term Loan A
2026 Term Loan A
2027 Term Loan A
2026 Notes
2027 Notes(1)2028 Notes
2029 A Notes
2029 B Notes
2030 Notes
2032 Green Bonds
2033 A Notes
2033 B Notes
2041 Notes
2051 Notes
Finance lease obligations

5.860 %
6.503 %
6.628 %
6.753 %
4.975 %
4.185 %
5.375 %
5.327 %
6.750 %
4.663 %
2.703 %
5.875 %
5.875 %
3.366 %
3.477 %
N/A

June 1, 2023
Net Carrying Amount
Effective
LongRate
CurrentTerm
Total
5.90 % $6.64 %
6.76 %
6.89 %
5.07 %
4.27 %
5.52 %
5.40 %
6.54 %
4.73 %
2.77 %
5.96 %
6.01 %
3.41 %
3.52 %
3.48 %
$

— $
587 $
587
—
1,050
1,050
49
933
982
57
1,078
1,135
—
499
499
—
796
796
—
596
596
—
697
697
—
1,263
1,263
—
846
846
—
995
995
—
745
745
—
890
890
—
497
497
—
496
496
153
1,018
1,171
259 $ 12,986 $ 13,245

September 1, 2022
Net Carrying Amount
LongCurrent
Term
Total
$

$

— $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
103
103 $

1,187 $
—
—
—
498
806
—
697
—
846
994
—
—
496
496
783
6,803 $

1,187
—
—
—
498
806
—
697
—
846
994
—
—
496
496
886
6,906

(1) In 2021, we entered into fixed-to-floating interest rate swaps on the 2027 Notes with an aggregate $900 million notional amount equal tothe principal amount of the 2027 Notes. The resulting variable interest paid is at a rate equal to SOFR plus approximately 3.33%. The
fixed-to-floating interest rate swaps are accounted for as fair value hedges, and as a result, the carrying values of our 2027 Notes reflect
adjustments in fair value.

Debt Activity
The table below presents the effects of debt financing and prepayment activities in the first nine months of 2023.
Increase
Increase(Decrease) in(Decrease) in
Principal
Carrying Value
Issuances2025 Term Loan A
2026 Term Loan A
2027 Term Loan A
2028 Notes
2029 B Notes
2033 A Notes
2033 B Notes
Prepayments
2024 Term Loan A$$

16 | 2023 Q3 10-Q

Increase(Decrease) inCash1,052 $
996
1,152
600
1,250
750
900

1,050 $
994
1,149
596
1,264
745
890

1,050
994
1,149
596
1,264
745
890

(600)
6,100 $

(600)
6,088 $

(600)
6,088

Table of Contents

Term Loan Agreement
On November 3, 2022, we entered into a term loan agreement consisting of three tranches and borrowed $2.60 billion in aggregate principal
amount, including $927 million due November 3, 2025; $746 million due November 3, 2026; and $927 million due November 3, 2027 (the“Term Loan Agreement”). We incurred aggregate fees of $6 million in connection with these borrowings.
On January 5, 2023, we amended the Term Loan Agreement and borrowed an additional $600 million in aggregate principal amount,
including $125 million due November 3, 2025, $250 million due November 3, 2026, and $225 million due November 3, 2027. The additionalborrowings have terms that are identical to, and will be treated as a single class with, the three original tranches.
The 2026 Term Loan A and 2027 Term Loan A each require equal quarterly installment payments in an amount equal to 1.25% of the original
principal amount. The 2025 Term Loan A does not require quarterly installment payments. Borrowings under the Term Loan Agreement will
generally bear interest at adjusted term SOFR plus an applicable interest rate margin ranging from 1.00% to 2.00%, varying by tranche anddepending on our corporate credit ratings. Adjusted term SOFR for the Term Loan Agreement is the SOFR benchmark plus 0.10%. The Term
Loan Agreement requires us to maintain, on a consolidated basis, a leverage ratio of total indebtedness to adjusted EBITDA, as defined in
the Term Loan Agreement and calculated as of the last day of each fiscal quarter, not to exceed 3.25 to 1.00, except as described below.
On March 27, 2023, we further amended the Term Loan Agreement to provide that in lieu of the foregoing leverage ratio, during the fourth
quarter of 2023 and each quarter of 2024, we will be required to maintain, on a consolidated basis, a net leverage ratio of total net
indebtedness to adjusted EBITDA, as defined in the Term Loan Agreement and calculated as of the last day of each fiscal quarter, not toexceed 3.25 to 1.00, or alternatively, for up to three of such five quarters, we may elect to comply with a requirement of minimum liquidity, as
defined in the Term Loan Agreement, of not less than $5.0 billion. Each of the leverage ratio and net leverage ratio maximums, as applicable,
is subject to a temporary four quarter increase in such ratio to 3.75 to 1.00 following certain material acquisitions. Our obligations under theTerm Loan Agreement are unsecured.

2024 Term Loan A
On March 27, 2023, we also amended the agreement governing the 2024 Term Loan A to align the leverage ratio covenant with thecorresponding covenant in the Term Loan Agreement described above.
On April 13, 2023, we used a portion of the proceeds from our April 11, 2023 issuance of senior unsecured notes to prepay $600 million
principal amount of our 2024 Term Loan A.
On June 7, 2023, the 2024 Term Loan A agreement was amended, pursuant to its transition provisions, to replace LIBOR-based benchmark
rates with SOFR-based benchmark rates effective July 1, 2023. After giving effect to this amendment, borrowings under the 2024 Term Loan
A will generally bear interest at adjusted term SOFR plus an applicable interest rate margin ranging from 0.625% to 1.375% depending on
our corporate credit ratings. Adjusted term SOFR for the 2024 Term Loan A is the SOFR benchmark plus a credit spread adjustment ranging
from approximately 0.11% to 0.43% depending on the applicable interest period selected.

17

Table of Contents

Senior Unsecured Notes
On October 31, 2022, we issued $750 million principal amount of senior unsecured 2029 B Notes. The 2029 B Notes bear interest at a rateof 6.750% per year and will mature on November 1, 2029. Aggregate issuance costs and debt discount for these notes were $6 million.
On February 9, 2023, we issued an additional $500 million principal amount of 2029 B Notes at a $22 million premium. The additional notes
have terms that are identical to the terms of the original 2029 B Notes other than the original offering price. Also on February 9, 2023, weissued $750 million principal amount of senior unsecured 2033 A Notes. The 2033 A Notes bear interest at a rate of 5.875% per year and will
mature on February 9, 2033. Aggregate issuance costs for these notes were $7 million.
On April 11, 2023, we issued $600 million principal amount of senior unsecured 2028 Notes and $900 million principal amount of seniorunsecured 2033 B Notes. The 2028 Notes bear interest at a rate of 5.375% per year and will mature on April 15, 2028. The 2033 B Notes
bear interest at a rate of 5.875% per year and will mature on September 15, 2033. Aggregate issuance costs and debt discount for thesenotes were $14 million.
We may redeem the 2028 Notes, the 2029 B Notes, the 2033 A Notes, and the 2033 B Notes (the “Notes”), in whole or in part, at our option
prior to their maturity dates at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii)the present value of the remaining scheduled payments of principal and interest, plus accrued interest in each case. We may also redeem
the Notes, in whole or in part, at a price equal to par either one, two, or three months prior to maturity in accordance with the terms of theNotes.
The Notes contain covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restrictedsubsidiaries (which are generally domestic subsidiaries in which we own at least 80% of the voting stock and which own principal property, as
defined in the indenture governing such notes) to (1) create or incur certain liens; (2) enter into certain sale and lease-back transactions; and(3) consolidate with or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, to another entity.
These covenants are subject to a number of limitations and exceptions. Additionally, if a change of control triggering event, as defined in
the indenture governing the Notes, occurs with respect to a series of Notes, we will be required to offer to purchase such Notes at 101% of
the outstanding aggregate principal amount plus accrued interest up to the purchase date.

Revolving Credit Facility
As of June 1, 2023, $2.50 billion was available to us under the Revolving Credit Facility and no amounts were outstanding. Any amounts
outstanding under the Revolving Credit Facility would mature in May 2026 and amounts borrowed may be prepaid any time without penalty.
Under the transition provisions of the Revolving Credit Facility agreement, after the retirement of LIBOR on June 30, 2023, any amounts
drawn under the Revolving Credit Facility would generally bear interest at a rate equal to adjusted term SOFR plus 1.00% to 1.75%,
depending on our corporate credit ratings. Adjusted term SOFR for the Revolving Credit Facility agreement is the SOFR benchmark plus a
credit spread adjustment ranging from approximately 0.11% to 0.43% depending on the applicable interest period selected.
On March 27, 2023, we amended the agreement governing the Revolving Credit Facility to align the leverage ratio covenant with thecorresponding covenants in the Term Loan Agreement and 2024 Term Loan A described above.
On June 7, 2023, the Revolving Credit Facility agreement was amended, pursuant to its transition provisions, to replace LIBOR-based
benchmark rates with SOFR-based benchmark rates effective July 1, 2023.

18 | 2023 Q3 10-Q

Table of Contents

Maturities of Notes Payable
As of June 1, 2023, maturities of notes payable by fiscal year were as follows:
Remainder of 2023
2024
2025
2026
2027
2028 and thereafter
Unamortized issuance costs, discounts, and premium, net
Hedge accounting fair value adjustment

$

$

27
107
695
1,659
1,780
7,942
(35)
(101)
12,074

Commitments
In the second quarter of 2023, we entered into an 18-year power purchase agreement in Singapore to purchase up to 450 megawatts ofpower at variable prices. This contract, which begins in the fourth quarter of 2023, is expected to supply the majority of our power
consumption needs in Singapore with more favorable pricing than our existing supply arrangements.

Contingencies
We are currently a party to legal actions other than those described below arising from the normal course of business, none of which are
expected to have a material adverse effect on our business, results of operations, or financial condition.

Patent Matters
As is typical in the semiconductor and other high-tech industries, from time to time, others have asserted, and may in the future assert, thatour products or manufacturing processes infringe upon their intellectual property rights.
On March 19, 2018, Micron Semiconductor (Xi’an) Co., Ltd. (“MXA”) was served with a patent infringement complaint filed by Fujian Jinhua
Integrated Circuit Co., Ltd. (“Jinhua”) in the Fuzhou Intermediate People’s Court in Fujian Province, China (the “Fuzhou Court”). On April 3,
2018, Micron Semiconductor (Shanghai) Co. Ltd. (“MSS”) was served with the same complaint. The complaint alleges that MXA and MSS
infringed one Chinese patent by manufacturing and selling certain Crucial DDR4 DRAM modules. The complaint seeks an order requiring
MXA and MSS to destroy inventory of the accused products and equipment for manufacturing the accused products in China; to stop
manufacturing, using, selling, and offering for sale the accused products in China; and to pay damages of 98 million Chinese yuan plus court
fees incurred.
On March 21, 2018, MXA was served with a patent infringement complaint filed by United Microelectronics Corporation (“UMC”) in the
Fuzhou Court. On April 3, 2018, MSS was served with the same complaint. The complaint alleges that MXA and MSS infringed one Chinese
patent by manufacturing and selling certain Crucial DDR4 DRAM modules. The complaint seeks an order requiring MXA and MSS to destroy
inventory of the accused products and equipment for manufacturing the accused products in China; to stop manufacturing, using, selling, andoffering for sale the accused products in China; and to pay damages of 90 million Chinese yuan plus court fees incurred. On November 26,
2021, pursuant to a settlement agreement between UMC and Micron, UMC filed an application to the Fuzhou Court to withdraw its
complaints against MXA and MSS.

19

Table of Contents

On April 3, 2018, MSS was served with another patent infringement complaint filed by Jinhua and an additional complaint filed by UMC in the
Fuzhou Court. The additional complaints allege that MSS infringes two Chinese patents by manufacturing and selling certain Crucial MX300
SSDs. The complaint filed by UMC seeks an order requiring MSS to destroy inventory of the accused products and equipment for
manufacturing the accused products in China; to stop manufacturing, using, selling, and offering for sale the accused products in China; andto pay damages of 90 million Chinese yuan plus court fees incurred. The complaint filed by Jinhua seeks an order requiring MSS to destroy
inventory of the accused products and equipment for manufacturing the accused products in China; to stop manufacturing, using, selling, andoffering for sale the accused products in China; and to pay damages of 98 million Chinese yuan plus court fees incurred. On November 26,
2021, pursuant to a settlement agreement between UMC and Micron, UMC filed an application to the Fuzhou Court to withdraw its complaint
against MSS.
On July 5, 2018, MXA and MSS were notified that the Fuzhou Court granted a preliminary injunction against those entities that enjoins themfrom manufacturing, selling, or importing certain Crucial and Ballistix-branded DRAM modules and solid-state drives in China. We arecomplying with the ruling and have requested the Fuzhou Court to reconsider or stay its decision.
On May 4, 2020, Flash-Control, LLC (“Flash-Control”) filed a patent infringement action against Micron in the U.S. District Court for theWestern District of Texas. The complaint alleges that four U.S. patents are infringed by unspecified DDR4 SDRAM, NVRDIMM, NVDIMM, 3D
XPoint, and/or SSD products that incorporate memory controllers and flash memory. The complaint seeks damages, attorneys’ fees, andcosts. On July 21, 2020, in a separate matter, the District Court ruled that two of the four asserted patents are invalid, and on July 14, 2021,
the U.S. Court of Appeals for the Federal Circuit affirmed the ruling of invalidity. On May 10, 2023, Flash-Control voluntarily dismissed its
complaint with prejudice.
On April 28, 2021, Netlist, Inc. (“Netlist”) filed two patent infringement actions against Micron, Micron Semiconductor Products, Inc. (“MSP”),
and Micron Technology Texas, LLC (“MTEC”) in the U.S. District Court for the Western District of Texas. The first complaint alleges that one
U.S. patent is infringed by certain of our non-volatile dual in-line memory modules. The second complaint alleges that three U.S. patents are
infringed by certain of our load-reduced dual in-line memory modules (“LRDIMMs”). Each complaint seeks injunctive relief, damages,
attorneys’ fees, and costs. On March 31, 2022, Netlist filed a patent infringement complaint against Micron and Micron Semiconductor
Germany, GmbH in Dusseldorf Regional Court alleging that two German patents are infringed by certain of our LRDIMMs. The complaintseeks damages, costs, and injunctive relief. On June 10, 2022, Netlist filed a patent infringement complaint against Micron, MSP, and MTEC
in the U.S. District Court for the Eastern District of Texas (“E.D. Tex.”) alleging that six U.S. patents are infringed by certain of our memory
modules and HBM products. On August 1, 2022, Netlist filed a second patent infringement complaint against the same defendants in E.D.
Tex. alleging that one U.S. patent is infringed by certain of our LRDIMMs. On August 15, 2022, Netlist amended the second complaint toassert that two additional U.S. patents are infringed by certain of our LRDIMMs. The complaints in E.D. Tex. seek injunctive relief, damages,
and attorneys’ fees.
On May 10, 2021, Vervain, LLC filed a patent infringement action against Micron, MSP, and MTEC in the U.S. District Court for the Western
District of Texas. The complaint alleges that four U.S. patents are infringed by certain SSD products. The complaint seeks injunctive relief,damages, attorneys’ fees, and costs. On April 21, 2023, the complaint was dismissed with prejudice pursuant to an agreement between theparties.
On August 16, 2022, Sonrai Memory Ltd. filed a patent infringement action against Micron in the U.S. District Court for the Western District ofTexas. The complaint alleges that two U.S. patents are infringed by certain SSD and NAND flash products. The complaint seeks damages,
attorneys’ fees, and costs.
On January 23, 2023, Besang Inc. filed a patent infringement complaint against Micron, MSP, and MTEC in the U.S. District Court for the
Eastern District of Texas. The complaint alleges that one U.S. patent is infringed by certain of our 3D NAND and SSD products. The
complaint seeks an injunction, damages, attorneys’ fees, and costs.
Among other things, the above lawsuits pertain to substantially all of our DRAM, NAND, and other memory and storage products wemanufacture, which account for substantially all of our revenue.

20 | 2023 Q3 10-Q

Table of Contents

QimondaOn January 20, 2011, Dr. Michael Jaffé, administrator for Qimonda’s insolvency proceedings, filed suit against Micron and Micron
Semiconductor B.V. (“Micron B.V.”), in the District Court of Munich, Civil Chamber. The complaint seeks to void, under Section 133 of theGerman Insolvency Act, a share purchase agreement between Micron B.V. and Qimonda signed in fall 2008, pursuant to which Micron B.V.
purchased substantially all of Qimonda’s shares of Inotera (the “Inotera Shares”), representing approximately 18% of Inotera’s outstanding
shares at that time, and seeks an order requiring us to re-transfer those shares to the Qimonda estate. The complaint also seeks, among
other things, to recover damages for the alleged value of the joint venture relationship with Inotera and to terminate, under Sections 103 or
133 of the German Insolvency Code, a patent cross-license between us and Qimonda entered into at the same time as the share purchaseagreement.
Following a series of hearings with pleadings, arguments, and witnesses on behalf of the Qimonda estate, on March 13, 2014, the court
issued judgments: (1) ordering Micron B.V. to pay approximately $1 million in respect of certain Inotera Shares sold in connection with theoriginal share purchase; (2) ordering Micron B.V. to disclose certain information with respect to any Inotera Shares sold by it to third parties;(3) ordering Micron B.V. to disclose the benefits derived by it from ownership of the Inotera Shares, including in particular, any profits
distributed on the Inotera Shares and all other benefits; (4) denying Qimonda’s claims against Micron for any damages relating to the joint
venture relationship with Inotera; and (5) determining that Qimonda’s obligations under the patent cross-license agreement are canceled. In
addition, the court issued interlocutory judgments ordering, among other things: (1) that Micron B.V. transfer to the Qimonda estate theInotera Shares still owned by Micron B.V. and pay to the Qimonda estate compensation in an amount to be specified for any Inotera Shares
sold to third parties; and (2) that Micron B.V. pay the Qimonda estate as compensation an amount to be specified for benefits derived byMicron B.V. from ownership of the Inotera Shares. The interlocutory judgments had no immediate, enforceable effect and Micron,accordingly, has been able to continue to operate with full control of the Inotera Shares subject to further developments in the case. Micronand Micron B.V. appealed the judgments to the German Appeals Court, which thereafter appointed an independent expert to perform an
evaluation of Dr. Jaffé’s claims that the amount Micron paid for Qimonda was less than fair market value. On March 31, 2020, the expert
presented an opinion to the Appeals Court concluding that the amount paid by Micron was within an acceptable range of fair value. On
October 5, 2022, the Appeals Court ruled that the relevant issue to be addressed is whether Qimonda's creditors were prejudiced such thatthe original transaction should be voided.
On May 9, 2023, Micron and Dr. Jaffé reached an agreement in principle to dismiss the case in exchange for a one-time payment by Micron
to the Qimonda estate and a waiver of each party’s claims. The agreement is expected to be formally entered by the Appeals Court in July
2023.

Antitrust Matters
Six cases have been filed against Micron alleging price fixing of DRAM products in the following Canadian courts on the dates indicated:
Superior Court of Quebec (April 30, 2018 and May 3, 2018), the Federal Court of Canada (May 2, 2018), the Ontario Superior Court ofJustice (May 15, 2018), and the Supreme Court of British Columbia (May 10, 2018). The plaintiffs in these cases are individuals seeking
certification of class actions on behalf of direct and indirect purchasers of DRAM in Canada (or regions of Canada) between June 1, 2016
and February 1, 2018.
On May 15, 2018, the Chinese State Administration for Market Regulation (“SAMR”) notified Micron that it was investigating potential
collusion and other anticompetitive conduct by DRAM suppliers in China. On May 31, 2018, SAMR made unannounced visits to our sales
offices in Beijing, Shanghai, and Shenzhen to seek certain information as part of its investigation. We are cooperating with SAMR in its
investigation.

21

Table of Contents

Securities Matters
On February 9, 2021, a derivative complaint was filed by a shareholder against Sanjay Mehrotra and other current and former directors ofMicron, allegedly on behalf of and for the benefit of Micron, in the U.S. District Court for the District of Delaware alleging violations of
securities laws, breaches of fiduciary duties, and other violations of law involving allegedly false and misleading statements about Micron’scommitment to diversity and progress in diversifying its workforce, executive leadership, and Board of Directors. The complaint seeks
damages, fees, interest, costs, and an order requiring Micron to take various actions to allegedly improve its corporate governance andinternal procedures.

Other Matters
In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated to indemnify anotherparty. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional
nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, our payments underthese types of agreements have not had a material adverse effect on our business, results of operations, or financial condition.

Contingency Assessment
Except for the expected one-time payment to the Qimonda estate described above, which is not material, we are unable to predict theoutcome of any of the matters noted above and cannot make a reasonable estimate of the potential loss or range of possible losses. A
determination that our products or manufacturing processes infringe the intellectual property rights of others or entering into a license
agreement covering such intellectual property could result in significant liability and/or require us to make material changes to our products
and/or manufacturing processes. Any of the foregoing, as well as the resolution of any other legal matter noted above, could have a material
adverse effect on our business, results of operations, or financial condition.

EquityCommon Stock Repurchases: Our Board of Directors has authorized the discretionary repurchase of up to $10 billion of our outstanding
common stock through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant toRule 10b5-1 trading plans. The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and issubject to market conditions and our ongoing determination of the best use of available cash. No shares were repurchased in the second or
third quarters of 2023. In the first quarter of 2023, we repurchased 8.6 million shares of our common stock for $425 million. Through June 1,
2023, we had repurchased an aggregate of $6.89 billion under the authorization. Amounts repurchased are included in treasury stock.
Dividends: We declared and paid dividends of $126 million ($0.115 per share) in each of the first three quarters of 2023. On June 28, 2023,
our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on July 25, 2023, to shareholders of record as of
the close of business on July 10, 2023.

22 | 2023 Q3 10-Q

Table of Contents

Accumulated Other Comprehensive Income (Loss): Changes in accumulated other comprehensive income (loss) by component for thenine months ended June 1, 2023 were as follows:
Cumulative
Foreign
Gains (Losses) Unrealized
PensionCurrency
on Derivative Gains (Losses)
Liability
Translation
Instruments on Investments Adjustments
Adjustment
Total
As of September 1, 2022
Other comprehensive income (loss) before
reclassifications
Amount reclassified out of accumulated othercomprehensive income (loss)
Tax effects
Other comprehensive income (loss)$

As of June 1, 2023$

(538) $

(47) $

25 $

— $

(560)

84

12

—

(1)

95

199
(61)
222
(316) $

1(13)—(47) $

(2)
1
(1)
24 $

—
—
(1)
(1) $

198
(73)
220
(340)

Fair Value Measurements
The estimated fair values and carrying values of our outstanding debt instruments were as follows:
June 1, 2023
Fair
Carrying
As of
Value
Value
Notes

$

11,628 $12,074September 1, 2022
Fair
Carrying
Value
Value
$

5,472 $

6,020

The fair values of our debt instruments were estimated based on Level 2 inputs, including the trading price of our notes when available,
discounted cash flows, and interest rates based on similar debt issued by parties with credit ratings similar to ours.

23

Table of Contents

Derivative Instruments
Notional orContractual
AmountAs of June 1, 2023
Derivative instruments with hedge accounting designation
Cash flow currency hedges
Cash flow commodity hedges
Fair value interest rate hedges$

Derivative instruments without hedge accounting designation
Non-designated currency hedges

As of September 1, 2022
Derivative instruments with hedge accounting designation
Cash flow currency hedges
Cash flow commodity hedges
Fair value interest rate hedges$

Derivative instruments without hedge accounting designation
Non-designated currency hedges

Fair Value ofAssets(1)3,869 $
394
900

31 $
5
—

(122)
(4)
(101)

1,946
$

4
40 $

(19)
(246)

5,427 $
97
900

— $
1
—

(330)
(6)
(91)

2,821

7
8 $

(13)
(440)

$
(1)
(2)

Liabilities(2)Included in receivables and other noncurrent assets.
Included in accounts payable and accrued expenses and other noncurrent liabilities.

Derivative Instruments with Hedge Accounting Designation
Cash Flow Hedges: We utilize forward and swap contracts that generally mature within two years designated as cash flow hedges tominimize our exposure to changes in currency exchange rates or commodity prices for certain capital expenditures and manufacturing costs.
Forward and swap contracts are measured at fair value based on market-based observable inputs including market spot and forward rates,interest rates, and credit-risk spreads (Level 2). We recognized losses from cash flow hedges of $40 million and gains of $88 million for thethird quarter and first nine months of 2023, respectively, and losses of $299 million and $469 million for the third quarter and first nine monthsof 2022, respectively, in accumulated other comprehensive income (loss). We recognized losses related to amounts excluded from hedge
effectiveness testing on our cash flow hedges of $26 million and $71 million for the third quarter and first nine months of 2023, respectively, in
cost of goods sold through an amortization approach. The amounts for the third quarter and first nine months of 2022 were not significant.
We reclassified losses of $77 million and $199 million for the third quarter and first nine months of 2023, respectively, from accumulated othercomprehensive income (loss) to earnings, primarily to cost of goods sold. The reclassifications for the third quarter and first nine months of2022 were not significant. As of June 1, 2023, we expect to reclassify $179 million of pre-tax losses related to cash flow hedges fromaccumulated other comprehensive income (loss) into earnings in the next 12 months.

24 | 2023 Q3 10-Q

Table of Contents

Fair Value Hedges: We utilize fixed-to-floating interest rate swaps designated as fair value hedges to minimize certain exposures to changes
in the fair value of fixed-rate debt that result from fluctuations in benchmark interest rates. Interest rate swaps are measured at fair value
based on market-based observable inputs including interest rates and credit-risk spreads (Level 2). The changes in the fair values ofderivatives designated as fair value hedges and the offsetting changes in the underlying fair values of the hedged items are both recognizedin earnings. When a derivative is no longer designated as a fair value hedge for any reason, including termination and maturity, the remaining
unamortized difference between the carrying value of the hedged item at that time and the face value of the hedged item is amortized toearnings over the remaining life of the hedged item, or immediately if the hedged item has matured or been extinguished. The effects of fairvalue hedges on our consolidated statements of operations, recognized in interest expense, were not significant for the third quarter and firstnine months of 2023. We recognized interest expense of $47 million and $81 million, respectively, for changes in the fair value of our interest
rate swaps in the third quarter and first nine months of 2022. We also recognized offsetting reductions in interest expense of the sameamounts related to the changes in the fair value of the hedged portion of the underlying debt for these periods.

Derivative Instruments without Hedge Accounting Designation
Currency Derivatives: We generally utilize a rolling hedge strategy with currency forward contracts that mature within three months tohedge our exposures of monetary assets and liabilities from changes in currency exchange rates. At the end of each reporting period,
monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured into U.S. dollars and the associatedoutstanding forward contracts are marked to market. Currency forward contracts are valued at fair values based on the middle of bid and ask
prices of dealers or exchange quotations (Level 2). Realized and unrealized gains and losses on derivative instruments without hedge
accounting designation as well as the changes in the underlying monetary assets and liabilities from changes in currency exchange rates areincluded in other non-operating income (expense), net. The amounts recognized for derivative instruments without hedge accounting
designation were not significant for the periods presented. We do not use derivative instruments for speculative purposes.

Equity Plans
As of June 1, 2023, 102 million shares of our common stock were available for future awards under our equity plans, including 16 million
shares approved for issuance under our employee stock purchase plan.

Restricted Stock and Restricted Stock Units (“Restricted Stock Awards”)
Restricted Stock Awards activity is summarized as follows:
June 1,
2023

Nine months ended
Restricted stock award shares granted
Weighted-average grant-date fair value per share$14
54.13 $

June 2,
2022
12
71.31

Employee Stock Purchase Plan (“ESPP”)
For the six-month ESPP offering periods that ended in the second quarters of 2023 and 2022, employees purchased 3 million and 2 million
shares, respectively, at a per share price of $52.45 and $65.94, respectively.

25

Table of Contents

Stock-based Compensation Expense
Stock-based compensation expense recognized in our statements of operations is presented below. Stock-based compensation expense of$89 million and $48 million was capitalized and remained in inventory as of June 1, 2023 and September 1, 2022, respectively.
Quarter ended
June 1,
June 2,2023
2022
Stock-based compensation expense by caption
Cost of goods soldResearch and development
Selling, general, and administrative
Restructure$$
Stock-based compensation expense by type of award
Restricted stock awards
ESPP
Stock options$$

Nine months ended
June 1,
June 2,
2023
2022

61 $
57
34
(4)
148 $

57
45
33
—
135

$

129 $
19
—
148 $

116
19
—
135

$

$

$

137 $
169
107
(6)
407 $

145
128
98
(5)
366

354 $
53
—
407 $

316
49
1
366

As of June 1, 2023, $1.23 billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures,
was expected to be recognized through the third quarter of 2027, resulting in a weighted-average period of 1.3 years.

Revenue
Revenue is primarily recognized at a point in time when control of the promised goods is transferred to our customers in an amount thatreflects the consideration we expect to be entitled to in exchange for those goods. Substantially all contracts with our customers are shortterm in duration at fixed, negotiated prices with payment generally due shortly after delivery. From time to time, we have contracts with initial
terms that include performance obligations that extend beyond one year. As of June 1, 2023, our future performance obligations beyond one
year were not significant.
As of June 1, 2023 and September 1, 2022, other current liabilities included $604 million and $1.26 billion, respectively, for estimates ofconsideration payable to customers including estimates for pricing adjustments and returns.
In the third quarter of 2023, we received $108 million from settlement of an insurance claim involving a power disruption in 2022, of which$72 million was for business interruption and recognized in revenue.

26 | 2023 Q3 10-Q

Table of Contents

Revenue by Technology
Quarter ended
June 1,
June 2,
2023
2022
DRAM
NAND
Other (primarily NOR)$$

2,672 $
1,013
67
3,752 $

Nine months ended
June 1,
June 2,
2023
2022

6,271
2,288
83
8,642

$

$

8,223 $
3,001
306
11,530 $17,577
6,123
415
24,115

See “Segment and Other Information” for disclosure of disaggregated revenue by market segment.

Restructure and Asset Impairments
Quarter ended
June 1,
June 2,
2023
2022
Employee severance
Asset impairments and other asset-related costs
Other

$

Restructure and asset impairments

$

70 $
1
(3)
68 $

Nine months ended
June 1,
June 2,
2023
2022
—
—
—
—

$

$

163 $
9
(5)
167 $

—
59
(16)
43

In 2023, we initiated a restructure plan in response to challenging industry conditions (the “2023 Restructure Plan”). Under the 2023
Restructure Plan, we expect our headcount reduction to approach 15% by the end of calendar 2023, through a combination of voluntary
attrition and personnel reductions. In connection with the plan, we incurred restructure charges of $68 million and $167 million in the third
quarter and first nine months of 2023 respectively, primarily related to employee severance costs. As of June 1, 2023, total costs expected to
be incurred under the 2023 Restructure Plan were approximately $170 million and the plan was substantially completed.
Changes in our restructure liability (included in accounts payable and accrued expenses) for the nine months ended June 1, 2023 were as
follows:
Employee
Severance
Restructure liability as of September 1, 2022
Costs incurred and charged to expense
Costs paid or otherwise settled
Restructure liability as of June 1, 2023

$

$

—
163
(117)
46

27

Table of Contents

Other Operating (Income) Expense, Net
Quarter ended
June 1,
June 2,
2023
2022
Litigation contingency accrual(Gain) loss on disposition of property, plant, and equipment
Other

$

$

68 $
(24)
4
48 $

Nine months ended
June 1,
June 2,
2023
2022
— $
(5)
(1)
(6) $

68 $
(46)
7
29 $

—
(16)
5
(11)

Other Non-Operating Income (Expense), Net
Quarter ended
June 1,
June 2,
2023
2022
Gain (loss) on debt repurchases
Other

$
$

— $
—
— $

Nine months ended
June 1,
June 2,
2023
2022
—
8
8

$
$

— $
(2)
(2) $

(83)
22
(61)

Income Taxes
Our income tax (provision) benefit consisted of the following:
Quarter ended
June 1,
June 2,
2023
2022
Income (loss) before taxes
Income tax (provision) benefit
Effective tax rate$

(1,753) $(139)(7.9)%

2,988
$
(358)
12.0 %

Nine months ended
June 1,
June 2,2023
2022(4,200) $(201)(4.8)%

8,018(832)
10.4 %

The changes in our effective tax rate for the third quarter and first nine months of 2023 as compared to the corresponding periods of 2022
were primarily due to pre-tax losses incurred in the first nine months of 2023. Despite a consolidated pre-tax loss on a worldwide basis, wehave taxes payable in certain geographies due to minimum taxable income reportable in those geographies.
We operate in a number of jurisdictions outside the United States, including Singapore, where we have tax incentive arrangements. These
incentives expire, in whole or in part, at various dates through 2034 and are conditional, in part, upon meeting certain business operations
and employment thresholds. As a result of a loss before taxes and geographic mix of income, the benefit from tax incentive arrangements
was not material for the third quarter and first nine months of 2023. These arrangements reduced our tax provision by $361 million (benefiting
our diluted earnings per share by $0.32) and $955 million ($0.85 per diluted share) for the third quarter and first nine months of 2022,
respectively.

28 | 2023 Q3 10-Q

Table of Contents

Earnings Per Share
Quarter ended
June 1,
June 2,
2023
2022
Net income (loss) – Basic and Diluted$

Weighted-average common shares outstanding – Basic
Dilutive effect of equity plans
Weighted-average common shares outstanding – Diluted
Earnings (loss) per share
Basic
Diluted

$(1,896) $

2,626

1,094
—
1,094

1,112
9
1,121

(1.73) $(1.73)

2.36
2.34

Nine months ended
June 1,
June 2,
2023
2022
$

$

(4,403) $

7,195

1,092
—
1,092

1,117
10
1,127

(4.03) $(4.03)

6.44
6.38

Antidilutive potential common shares excluded from the computation of diluted earnings per share, that could dilute basic earnings per sharein the future, were 31 million and 33 million for the third quarter and first nine months of 2023, respectively, and were 4 million and 3 million
for the third quarter and first nine months of 2022.

29

Table of Contents

Segment and Other Information
Segment information reported herein is consistent with how it is reviewed and evaluated by our chief operating decision maker. We have thefollowing four business units, which are our reportable segments:
Compute and Networking Business Unit (“CNBU”): Includes memory products sold into client, cloud server, enterprise, graphics, andnetworking markets.
Mobile Business Unit (“MBU”): Includes memory and storage products sold into smartphone and other mobile-device markets.
Embedded Business Unit (“EBU”): Includes memory and storage products sold into automotive, industrial, and consumer markets.
Storage Business Unit (“SBU”): Includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer storage
markets.
Certain operating expenses directly associated with the activities of a specific segment are charged to that segment. Other indirect operating
income and expenses are generally allocated to segments based on their respective percentage of cost of goods sold or forecasted wafer
production. We do not identify or report internally our assets (other than goodwill) or capital expenditures by segment, nor do we allocate
gains and losses from equity method investments, interest, other non-operating income or expense items, or taxes to segments.
Quarter ended
June 1,
June 2,
2023
2022
Revenue
CNBU
MBU
EBU
SBU
All Other$$
Operating income (loss)
CNBU
MBU
EBU
SBU
All Other$

UnallocatedProvision to write down inventories to net realizable value
Lower costs from sale of inventory written down in prior periods
Stock-based compensation
Restructure and asset impairments
Litigation contingency accrual
Other

Operating income (loss)

30 | 2023 Q3 10-Q$

Nine months ended
June 1,
June 2,
2023
2022

1,389 $
819
912
627
5
3,752 $

3,895
1,967
1,435
1,341
4
8,642

$

(337) $
(478)
65
(601)
2
(1,349)

1,778
640
504
221
1
3,144

$

(401)
281
(151)
(68)
(68)
(5)
(412)

—
—
(135)
—
—
(5)
(140)

(1,761) $

3,004

$

$

4,510 $
2,419
2,777
1,814
10
11,530 $10,762
5,749
3,932
3,662
10
24,115(182) $
(1,017)347(1,215)
6(2,061)

4,864
1,852
1,347
551
5
8,619

(1,831)
281
(413)
(167)
(68)
(14)
(2,212)

—
—
(370)
(43)
—
(25)
(438)

(4,273) $8,181

Table of Contents

Certain Concentrations
Revenue for key market segments as an approximate percent of total revenue is presented in the table below:
June 1,
Nine months ended
2023
Automotive, industrial, and consumer
Enterprise and cloud server
Client and graphics
MobileSSDs and other storage

June 2,
2022
25 %
20 %
20 %
20 %
15 %

15 %
20 %
20 %
25 %
15 %

31

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONSThis discussion should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual
Report on Form 10-K for the year ended September 1, 2022. All period references are to our fiscal periods unless otherwise indicated. Our
fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal years 2023 and 2022 each contain 52 weeks. Alltabular dollar amounts are in millions, except per share amounts.

Overview
We are an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all. Witha relentless focus on our customers, technology leadership, and manufacturing and operational excellence, Micron delivers a rich portfolio of
high-performance DRAM, NAND, and NOR memory and storage products through our Micron® and Crucial® brands. Every day, theinnovations that our people create fuel the data economy, enabling advances in artificial intelligence and 5G applications that unleash
opportunities — from the data center to the intelligent edge and across the client and mobile user experience.
We manufacture our products at wholly-owned facilities and also utilize subcontractors for certain manufacturing processes. Our global
network of manufacturing centers of excellence not only allows us to benefit from scale while streamlining processes and operations, but it
also brings together some of the world’s brightest talent to work on the most advanced memory technology. Centers of excellence bringexpertise together in one location, providing an efficient support structure for end-to-end manufacturing, with quicker cycle times, inpartnership with teams such as research and development (“R&D”), product engineering, human resources, procurement, and supply chain.
For our locations in Singapore and Taiwan, this is also a combination of bringing fabrication and back-end manufacturing together. We makesignificant investments to develop proprietary product and process technology, which generally increases bit density per wafer and reduces
per-bit manufacturing costs of each generation of product. We continue to introduce new generations of products that offer improved
performance characteristics, including higher data transfer rates, advanced packaging solutions, lower power consumption, improved
read/write reliability, and increased memory density.
We face intense competition in the semiconductor memory and storage markets and to remain competitive we must continuously develop
and implement new products and technologies and decrease manufacturing costs in spite of ongoing inflationary cost pressures. Our
success is largely dependent on obtaining returns on our R&D investments, efficient utilization of our manufacturing infrastructure,development and integration of advanced product and process technologies, market acceptance of our diversified portfolio of semiconductorbased memory and storage solutions, and efficient capital spending.

Product Technologies
Our product portfolio of memory and storage solutions, advanced solutions, and storage platforms is based on our high-performancesemiconductor memory and storage technologies, including DRAM, NAND, and NOR. We sell our products into various markets through ourbusiness units in numerous forms, including components, modules, SSDs, managed NAND, MCPs, and wafers. Our system-level solutions,
including SSDs and managed NAND, combine NAND, a controller, firmware, and in some cases DRAM.
DRAM: DRAM products are dynamic random access memory semiconductor devices with low latency that provide high-speed data retrieval
with a variety of performance characteristics. DRAM products lose content when power is turned off (“volatile”) and are most commonly usedin client, cloud server, enterprise, networking, graphics, industrial, and automotive markets. LPDRAM products, which are engineered to meetstandards for performance and power consumption, are sold into smartphone and other mobile-device markets (including client markets for
Chromebooks and notebook PCs), as well as into the automotive, industrial, and consumer markets.

32 | 2023 Q3 10-Q

Table of Contents

NAND: NAND products are non-volatile, re-writeable semiconductor storage devices that provide high-capacity, low-cost storage with avariety of performance characteristics. NAND is used in SSDs for the enterprise and cloud, client, and consumer markets and in removablestorage markets. Managed NAND is used in smartphones and other mobile devices, and in consumer, automotive, and embedded markets.
Low-density NAND is ideal for applications like automotive, surveillance, machine-to-machine, automation, printer, and home networking.
NOR: NOR products are non-volatile re-writable semiconductor memory devices that provide fast read speeds. NOR is most commonly used
for reliable code storage (e.g., boot, application, operating system, and execute-in-place code in an embedded system) and for frequently
changing small data storage and is ideal for automotive, industrial, and consumer applications.

Industry Conditions
The memory and storage industry environment deteriorated sharply in the fourth quarter of 2022 through the first nine months of 2023 due to
weak demand in many end markets combined with global and macroeconomic challenges and reduced demand resulting from customer
adjustments to lower elevated inventory levels. This led to significant reductions in average selling prices and bit shipments for both DRAM
and NAND, resulting in declines in revenue across all our business segments and nearly all our end markets. Due to the challenging pricing
environment, we recognized charges of $401 million and $1.43 billion to write down inventories to their estimated net realizable value in thethird and second quarters of 2023, respectively. Further write-downs of inventories in future quarters could occur if pricing expectations
deteriorate. The ongoing improvement of customer inventories and memory content growth are driving higher industry demand in the second
half of calendar 2023, while production cuts across the industry continue to help reduce excess supply. As a result, pricing trends havestarted to improve. However, given the challenging pricing environment, elevated levels of inventories for suppliers and customers, andsignificant supply-demand mismatch, we expect industry profitability will remain challenged into 2024.
As a result of these conditions and increases in our inventory levels, we have reduced capital expenditures and also plan to further reduce
wafer starts to approach 30% in both DRAM and NAND from peak capacity. We expect reduced wafer starts will continue well into 2024 as
we remain focused on managing down our inventories and controlling our supply. We recognized period costs from fabrication facility
underutilization of $132 million in the third quarter of 2023 due to wafer start reductions. We estimate approximately $200 million of period
costs from underutilization due to wafer start reductions in the fourth quarter of 2023. We are also taking significant steps to reduce our costs
and operating expenses. These actions include the 2023 Restructure Plan discussed below and additional reductions in external spending,including implementing productivity programs across the business, suspension of our 2023 bonus company-wide, reductions in selectproduct programs, lower discretionary spending, and cuts to 2023 executive salaries across the company.

Impact of China Cyberspace Administration Decision
On March 31, 2023, China’s Cyberspace Administration (the “CAC”) notified us that it was conducting a cybersecurity review of our products
sold in China. On May 21, 2023, we received notice that the CAC had concluded its review and decided that our products presented acybersecurity risk. As such, the CAC determined that critical information infrastructure operators in China cannot purchase Micron products.
There is no list of the companies that have been designated as critical information infrastructure operators published by the Chinese
government or otherwise available to us. Therefore, the impact that the CAC decision will have on our business remains uncertain and fluid.
For example, several of our customers, including mobile OEMs, have been contacted by certain critical information infrastructure operators or
representatives of the government in China concerning the future use of our products.
Our revenue with companies headquartered in mainland China and Hong Kong, including direct sales as well as indirect sales throughdistributors, is approximately a quarter of our worldwide revenue and remains the principal exposure to the CAC decision. Although theimpact of the CAC decision remains uncertain and fluid, we currently estimate that approximately half of that China-headquartered customer
revenue, which equates to a low-double-digit percentage of our worldwide revenue, is at risk of being impacted. This significant headwind is
impacting our outlook and slowing our recovery. We are working to mitigate this impact over time and expect increased quarter-to-quarter
revenue variability. Our long-term goal is to retain our worldwide DRAM and NAND share.

33

Table of Contents

2023 Restructure Plan
We initiated the 2023 Restructure Plan in response to challenging industry conditions. Under the plan, we expect our headcount reduction toapproach 15% by the end of calendar 2023, through a combination of voluntary attrition and personnel reductions. In connection with theplan, we incurred restructure charges of $68 million and $167 million in the third quarter and first nine months of 2023, respectively, primarily
related to employee severance costs. The 2023 Restructure Plan was substantially completed in the third quarter of 2023 and we expect to
pay substantially all of the remaining $46 million of accrued severance in the fourth quarter of 2023. As a result of the 2023 Restructure Plan,
we expect to realize cost savings of approximately $130 million per quarter (approximately 60% in cost of goods sold, 30% in R&D, and 10%
in SG&A) starting in the fourth quarter of 2023. Further information on restructure activities can be found in “Item 1. Financial Statements –Notes to Consolidated Financial Statements – Restructure and Asset Impairments.”

34 | 2023 Q3 10-Q

Table of Contents

Results of Operations
Consolidated Results
Third Quarter
2023
Revenue
Cost of goods sold
Gross margin
Research and development
Selling, general, andadministrative
Restructure and asset
impairments
Other operating (income)expense, net
Operating income (loss)
Interest income (expense), net
Other non-operating income(expense), net
Income tax (provision) benefit
Equity in net income (loss) ofequity method investees
Net income (loss)

$

3,752
4,420
(668)

Second Quarter
2023

Third Quarter
2022

Nine months ended
2023
2022

100 % $ 3,693
118 %
4,899
(18)%
(1,206)

100 % $
133 %
(33)%

8,642
4,607
4,035

758

20 %

788

21 %

773

9%

2,395

21 %

2,277

9%

219

6%

231

6%

264

3%

701

6%

786

3%

68

2%

86

2%

—

—%

167

1%

43

—%

48
(1,761)

1%
(47)%

(8)
(2,303)

—%
(62)%

(6)
3,004

—%
35 %

29
(4,273)

—%
(37)%

(11)
8,181

—%
34 %

8

—%

30

1%

(24)

—%

75

1%

(102)

—%

—
(139)

—%
(4)%

2
(54)

—%
(1)%

8
(358)

—%
(4)%

(2)
(201)

—%
(2)%

(61)
(832)

—%
(3)%

—%
(63)% $

(4)
2,626

(2)
—%
30 % $ (4,403)—%(38)% $

9
7,195

—%
30 %

(4)
$ (1,896)13—%(51)% $ (2,312)

100 % $ 11,530
53 % 12,511
47 %
(981)

100 % $ 24,115
109 % 12,839(9)% 11,276

100 %
53 %
47 %

Total Revenue: Total revenue for the third quarter and first nine months of 2023 has been adversely impacted by the factors described in thesection titled “Industry Conditions” above.
Total revenue for the third quarter of 2023 increased 2% as compared to the second quarter of 2023 primarily due to increases in bit
shipments of both DRAM and NAND products partially offset by declines in average selling prices.
••

Sales of DRAM products decreased 2% primarily due to an approximate 10 percent decline in average selling prices partially offset
by an increase in bit shipments in the 10 percent range.
Sales of NAND products increased 14% primarily due to an upper-30 percent range increase in bit shipments partially offset by a
mid-teens percent range decline in average selling prices.

Total revenue for the third quarter of 2023 decreased 57% as compared to the third quarter of 2022 primarily due to decreases in sales ofboth DRAM and NAND products.
••

Sales of DRAM products decreased 57% primarily due to a low-50s percent range decline in average selling prices and decreases inbit shipments in the low-teens percent range.
Sales of NAND products decreased 56% primarily due to a mid-50s percent range decline in average selling prices.

Total revenue for the first nine months of 2023 decreased 52% as compared to the first nine months of 2022 primarily due to decreases insales of both DRAM and NAND products.
••

Sales of DRAM products decreased 53% primarily due to a mid-40s percent range decline in average selling prices and decreases inbit shipments in the mid-teens percent range.
Sales of NAND products decreased 51% primarily due to a mid-40s percent range decline in average selling prices and decreases inbit shipments in the 10 percent range.

35

Table of Contents

Consolidated Gross Margin: Our consolidated gross margin has been adversely impacted by the factors described in the section titled“Industry Conditions” above. Our consolidated gross margin percentage improved to negative 18% for the third quarter of 2023 from negative
33% for the second quarter of 2023 primarily due to a lesser impact from charges to write down inventories to their estimated net realizablevalue, as detailed in “Inventory NRV write-downs” below, partially offset by the declines in average selling prices for both DRAM and NAND
and higher facility underutilization costs. The inventory associated with $281 million of the inventory write-downs taken during the second
quarter of 2023 has been sold through to customers as of the end of the third quarter of 2023.
Our consolidated gross margin percentage decreased to negative 18% for the third quarter of 2023 from 47% for the third quarter of 2022
primarily due to the charge to write down inventories, declines in average selling prices for both DRAM and NAND, and higher
underutilization costs.
Our consolidated gross margin percentage decreased to negative 9% for the first nine months of 2023 from 47% for the first nine months of2022 primarily due to the charges to write down inventories and declines in average selling prices for both DRAM and NAND.
Inventory NRV write-downs: Our consolidated gross margin was impacted by charges to write down inventories to their estimated net
realizable value as a result of declines in average selling prices for both DRAM and NAND. As charges to write down inventories arerecorded in advance of when inventories are sold, costs of goods sold in subsequent periods are lower than they otherwise would be. The
impact of inventory NRV write-downs for each period reflects (1) inventory write-downs in that period, offset by (2) lower costs in that periodon the sale of inventory written down in prior periods. The impacts of inventory NRV write-downs are summarized below:
Third Quarter
2023
Provision to write down inventory to NRV$
Lower costs from sale of inventory written downin prior periods$

Second Quarter
2023

Nine months ended
2023
2022

Third Quarter
2022(401) $

(1,430) $—$(1,831) $—281(120) $—
(1,430) $

—
—

$

281
(1,550) $——Revenue by Business Unit
Third Quarter
2023
CNBU
MBU
EBU
SBU
All Other

$

$

1,389
819
912
627
5
3,752

37 % $
22 %
24 %
17 %
—%
$

Second Quarter
2023
1,375
945
865
507
1
3,693

37 % $
26 %
23 %
14 %
—%
$

Third Quarter
2022
3,895
1,967
1,435
1,341
4
8,642

Nine months ended
2023
2022

45 % $ 4,510
23 %
2,419
17 %
2,777
16 %
1,814
10
—%
$ 11,530

39 % $ 10,762
21 %
5,749
24 %
3,932
16 %
3,662
10
—%
$ 24,115

45 %
24 %
16 %
15 %
—%

Percentages of total revenue may not total 100% due to rounding.
Changes in revenue for each business unit for the third quarter of 2023 as compared to the second quarter of 2023 were as follows:••••

CNBU revenue increased 1% primarily due to higher bit shipments driven by growth in server and enterprise markets partially offset
by declines in DRAM average selling prices.
MBU revenue decreased 13% primarily due to declines in average selling prices for both DRAM and NAND and decreases in bit
shipments due to timing of shipments between quarters.
EBU revenue increased 5% primarily due to higher sales in automotive and consumer markets partially offset by declines in average
selling prices.
SBU revenue increased 24% primarily due to increases in bit shipments across market segments partially offset by declines inaverage selling prices.

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Changes in revenue for each business unit for the third quarter and first nine months of 2023 as compared to the corresponding periods of2022 were as follows:••••

CNBU revenue decreased 64% and 58%, respectively, primarily due to declines in DRAM average selling prices and decreases in bit
shipments.
MBU revenue decreased 58% in each period, primarily due to declines in average selling prices for both DRAM and NAND anddecreases in NAND bit shipments.
EBU revenue decreased 36% and 29%, respectively, primarily due to declines in average selling prices and decreases in bit
shipments.
SBU revenue decreased 53% and 50%, respectively, primarily due to declines in average selling prices for NAND.

Operating Income (Loss) by Business Unit
Third Quarter
2023
CNBU
MBU
EBU
SBU
All Other

$

(337)
(478)
65
(601)
2
$ (1,349)(24)% $
(58)%
7%
(96)%
40 %
$

Second Quarter
2023
(35)
(344)
88
(357)
1
(647)

(3)% $
(36)%
10 %
(70)%
100 %
$

Third Quarter
2022
1,778
640
504
221
1
3,144

Nine months ended
2023
2022

46 % $(182)
33 %(1,017)
35 %
347
16 %
(1,215)25 %
6$ (2,061)(4)% $
(42)%
12 %
(67)%
60 %
$

4,864
1,852
1,347
551
5
8,619

45 %
32 %
34 %
15 %
50 %

Percentages reflect operating income (loss) as a percentage of revenue for each business unit.
Changes in operating income or loss for each business unit for the third quarter of 2023 as compared to the second quarter of 2023 were as
follows:••••

CNBU operating loss increased primarily due to declines in average selling prices and higher manufacturing costs per bit due toincreased facility underutilization.
MBU operating loss increased primarily due to declines in average selling prices for both DRAM and NAND and higher
manufacturing costs per bit due to increased facility underutilization.
EBU operating income decreased primarily due to declines in average selling prices for both DRAM and NAND.
SBU operating loss increased primarily due to declines in average selling prices and higher manufacturing costs per bit due toincreased facility underutilization.

Changes in operating income or loss for each business unit for the third quarter and first nine months of 2023 as compared to thecorresponding periods of 2022 were as follows:••••

CNBU operating income (loss) declined primarily due to declines in average selling prices and lower bit shipments.
MBU operating income (loss) declined primarily due to declines in average selling prices and lower NAND bit shipments.
EBU operating income decreased primarily due to declines in average selling prices and lower bit shipments.
SBU operating income (loss) declined primarily due to declines in average selling prices.

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Operating Expenses and Other
Research and Development: R&D expenses vary primarily with the number of development and pre-qualification wafers processed, thecost of advanced equipment dedicated to new product and process development, and personnel costs. Because of the lead times necessary
to manufacture our products, we typically begin to process wafers before completion of performance and reliability testing. Development of a
product is deemed complete when it is qualified through internal reviews and tests for performance and reliability. R&D expenses can varysignificantly depending on the timing of product qualification.
R&D expenses for the third quarter of 2023 were 4% lower as compared to the second quarter of 2023 primarily due to lower volumes ofdevelopment and prequalification wafers and decreases in employee compensation. R&D expenses for the third quarter of 2023 wererelatively unchanged compared to the third quarter of 2022 as decreases in employee compensation were offset by higher depreciation
expense. R&D expenses for the first nine months of 2023 were 5% higher as compared to the first nine months of 2022 primarily due tohigher volumes of development and prequalification wafers and higher depreciation expense.
Selling, General, and Administrative: SG&A expenses for the third quarter of 2023 were 5% lower as compared to the second quarter of2023 primarily due to decreases in legal fees, employee compensation, and professional services. SG&A expenses for the third quarter andfirst nine months of 2023 decreased 17% and 11%, respectively, as compared to the corresponding periods of 2022, primarily due todecreases in employee compensation, legal fees, professional services, and advertising.
Interest Income (Expense), Net: Interest income (expense) for the third quarter of 2023 was relatively unchanged compared to the second
quarter of 2023. Interest income (expense) improved for the third quarter and first nine months of 2023 as compared to the corresponding
periods of 2022, primarily as a result of increases in interest income due to higher interest rates on our cash and investments, partially offset
by increases in interest expense due to higher debt balances.
Income Taxes: Our income tax (provision) benefit consisted of the following:
Third Quarter
2023
Income (loss) before taxes
Income tax (provision) benefit
Effective tax rate$

Second Quarter
2023(1,753) $(139)(7.9)%(2,271) $(54)(2.4)%

Third Quarter
2022
2,988 $
(358)
12.0 %

Nine months ended
2023
2022
(4,200) $(201)(4.8)%

8,018(832)
10.4 %

The changes in our effective tax rate for the third quarter and first nine months of 2023 as compared to the corresponding periods of 2022
were primarily due to pre-tax losses incurred in the first nine months of 2023. Despite a consolidated pre-tax loss on a worldwide basis, wehave taxes payable in certain geographies due to minimum taxable income reportable in those geographies. The increase in our effective tax
rate for the third quarter of 2023 as compared to the second quarter of 2023 was driven by discrete items related to tax return filings andchanges in current and prior year uncertain tax positions.
We operate in a number of jurisdictions outside the United States, including Singapore, where we have tax incentive arrangements. These
incentives expire, in whole or in part, at various dates through 2034 and are conditional, in part, upon meeting certain business operations
and employment thresholds. As a result of a loss before taxes and geographical mix of income, the benefit from tax incentive arrangements
was not material for the first nine months of 2023. These arrangements reduced our tax provision by $361 million (benefiting our diluted
earnings per share by $0.32) for the third quarter of 2022 and $955 million ($0.85 per diluted share) for the first nine months of 2022.
Other: Further information on other items can be found in the following notes contained in “Item 1. Financial Statements – Notes toConsolidated Financial Statements”:• Equity Plans• Restructure and Asset Impairments• Other Operating (Income) Expense, Net• Other Non-Operating Income (Expense), Net

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Liquidity and Capital Resources
Our primary sources of liquidity are cash generated from operations and financing obtained from capital markets and financial institutions.
Cash generated from operations is highly dependent on selling prices for our products, which can vary significantly from period to period.
Cash and marketable investments totaled $11.33 billion as of June 1, 2023, and $10.98 billion as of September 1, 2022. Our cash andinvestments consist primarily of bank deposits, money market funds, and liquid investment-grade, fixed-income securities, which arediversified among industries and individual issuers. To mitigate credit risk, we invest through high-credit-quality financial institutions and by
policy generally limit the concentration of credit exposure by restricting the amount of investments with any single obligor. As of June 1, 2023,$1.98 billion of our cash and marketable investments was held by our foreign subsidiaries.
We continuously evaluate alternatives for efficiently funding our capital expenditures and ongoing operations. We expect, from time to time,to engage in a variety of financing transactions for such purposes, including the issuance of securities. As of June 1, 2023, $2.50 billion wasavailable to draw under our Revolving Credit Facility. On March 27, 2023, we entered into amendments to the Term Loan Agreement and theagreements governing the Revolving Credit Facility and the 2024 Term Loan A to revise the leverage ratio covenant in each such agreement,
as further described in “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Debt.” Funding of certain significant
capital projects is also dependent on the receipt of government incentives, which are subject to conditions and may not be obtained.
To develop new product and process technology, support future growth, achieve operating efficiencies, and maintain product quality, we must
continue to invest in manufacturing technologies, facilities and equipment, and R&D. We estimate capital expenditures in 2023 for property,
plant, and equipment, net of partner contributions, to be approximately $7.0 billion. Actual amounts for 2023 will vary depending on market
conditions. As of June 1, 2023, we had purchase obligations of approximately $2.70 billion for the acquisition of property, plant, andequipment, of which approximately $1.74 billion is expected to be paid within one year. For a description of other contractual obligations,such as leases, debt, and commitments, see “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Leases,” “ –Debt,” and “ – Commitments.”
To support expected memory demand in the second half of the decade, we plan to add new DRAM wafer capacity. Following the enactmentof the U.S. CHIPS and Science Act of 2022 (“CHIPS Act”), we announced plans to invest in two leading-edge memory manufacturing fabs inthe United States, contingent on CHIPS Act support through grants and investment tax credits. As part of this plan, in September 2022, we
broke ground on a leading-edge memory manufacturing fab in Boise, Idaho. Construction of the fab is expected to begin in calendar 2023
with DRAM production targeted to start in calendar 2025 and first output in early calendar 2026. In addition, in October 2022, we announcedplans to build a second leading-edge DRAM manufacturing fab in Clay, New York. We plan to start site preparation work in calendar 2023
and expect construction to begin in calendar 2024, with production anticipated to ramp in the latter half of the decade. We expect these newfabs to fulfill our requirements for additional wafer capacity starting in the second half of the decade and beyond, in line with industry demand
trends.
We are also advancing our global back-end assembly and test network in order to support our product portfolio and extend our ability todeliver on global customer demand in the future. We intend to make investments at our back-end facility in Xi’an, China, including a newbuilding to provide space to add more product capability, to allow us over time to serve more of the demand from our customers in China
from the Xi’an facility. We also intend to build a new assembly and test facility in Gujarat, India to address demand in the latter half of thisdecade.
On November 1, 2021, we issued $1 billion in aggregate principal amount of unsecured 2032 Green Bonds. Over time, we plan to allocate an
amount equal to the net proceeds to fund eligible sustainability-focused projects involving renewable energy, green buildings, energy
efficiency, water management, waste abatement, and a circular economy. Through November 1, 2022, the date of our 2022 Green Bond
Report, we had allocated $676 million toward this commitment. We currently anticipate that 100% of net proceeds of the 2032 Green Bonds
will be allocated and dispersed for eligible projects by November 1, 2023.

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Our Board of Directors has authorized the discretionary repurchase of up to $10 billion of our outstanding common stock through openmarket purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans. The
repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions andour ongoing determination of the best use of available cash. Through June 1, 2023, we had repurchased an aggregate of $6.89 billion of theauthorized amount. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Equity.”
On June 28, 2023, our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on July 25, 2023, toshareholders of record as of the close of business on July 10, 2023. The declaration and payment of any future cash dividends are at thediscretion and subject to the approval of our Board of Directors. Our Board of Directors' decisions regarding the amount and payment ofdividends will depend on many factors, including, but not limited to, our financial condition, results of operations, capital requirements,
business conditions, debt service obligations, contractual restrictions, industry practice, legal requirements, regulatory constraints, and otherfactors that our Board of Directors may deem relevant.
We expect that our cash and investments, cash flows from operations, and available financing will be sufficient to meet our requirements atleast through the next 12 months and thereafter for the foreseeable future.

Cash Flows
Nine months ended
2023
2022
Net cash provided by operating activities
Net cash provided by (used for) investing activities
Net cash provided by (used for) financing activities
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash$

Net increase (decrease) in cash, cash equivalents, and restricted cash$

1,310 $
(5,361)5,095(13)
1,031 $

11,404(7,761)(2,140)(71)
1,432Operating Activities: Cash provided by operating activities reflects net income (loss) adjusted for certain non-cash items, including
depreciation expense, amortization of intangible assets, and stock-based compensation, and the effects of changes in operating assets andliabilities. The decrease in cash provided by operating activities for the first nine months of 2023 as compared to the first nine months of 2022
was primarily due to a net loss in the current year adjusted for non-cash items and the effect of an increase in inventories and a decline inaccounts payable and accrued expenses, partially offset by a decrease in receivables.
Investing Activities: For the first nine months of 2023, net cash used for investing activities consisted primarily of $6.22 billion of
expenditures for property, plant, and equipment; inflows of $248 million of partner contributions for capital expenditures; and $696 million of
net inflows from maturities, sales, and purchases of available-for-sale securities.
For the first nine months of 2022, net cash used for investing activities consisted primarily of $8.45 billion of expenditures for property, plant,
and equipment; inflows of $104 million of partner contributions for capital expenditures; $888 million of net inflows from the sale of the Lehi,
Utah fab; and $137 million of net outflows from purchases, sales, and maturities of available-for-sale securities.
Financing Activities: For the first nine months of 2023, net cash provided by financing activities consisted primarily of $3.20 billion ofproceeds from our 2025, 2026, and 2027 Term Loan A borrowings, $1.27 billion from the issuance of the 2029 B Notes, $896 million from theissuance of the 2033 B Notes, $749 million from the issuance of the 2033 A Notes, and $599 million from the issuance of the 2028 Notes.
See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Debt.” Cash used for financing activities included $706
million for repayments of debt, $425 million for the acquisition of 8.6 million shares of our common stock under our share repurchaseauthorization, $378 million for payments of dividends to shareholders, and $112 million of payments on equipment purchase contracts.

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For the first nine months of 2022, net cash used for financing activities included $2.01 billion for repayments of debt primarily to redeem the2023 Notes and 2024 Notes, $1.65 billion for the acquisition of 22.2 million shares of our common stock under our share repurchaseauthorization, $335 million for payments of dividends to shareholders, and $132 million of payments on equipment purchase contracts. Cashused for financing activities was partially offset by aggregate proceeds of $2.00 billion from the issuance of the unsecured 2032 Green
Bonds, 2041 Notes, and 2051 Notes.

Critical Accounting Estimates
For a discussion of our critical accounting estimates, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Critical Accounting Estimates” of our Annual Report on Form 10-K for the year ended September 1, 2022. Except forthe significant accounting estimate associated with inventories as discussed below, there have been no changes to our critical accounting
estimates since our Annual Report on Form 10-K for the year ended September 1, 2022.
Inventories: Inventories are stated at the lower of cost or net realizable value, with cost being determined on a first-in, first-out (“FIFO”)
basis. Cost includes depreciation, labor, material, and overhead costs, including product and process technology costs. Determining net
realizable value of inventories involves significant judgments, including projecting future average selling prices, future sales volumes, andestimated costs to complete. To project average selling prices and sales volumes, we review recent sales volumes, existing customer orders,current contract prices, industry analyses of supply and demand, seasonal factors, general economic trends, and other information. Actual
selling prices and volumes may vary significantly from projected prices and volumes due to the volatile nature of the semiconductor memoryand storage markets. When these analyses reflect estimated net realizable values below our manufacturing costs, we record a charge to costof goods sold in advance of when inventories are actually sold. As a result, the timing of when product costs are charged to costs of goods
sold can vary significantly. Differences in forecasted average selling prices used in calculating lower of cost or net realizable value
adjustments can result in significant changes in the estimated net realizable value of product inventories and accordingly the amount of writedown recorded. For example, a 5% decrease in forecasted average selling prices would have increased the estimated inventory net
realizable value write-down in the third quarter of 2023 by approximately $500 million. Due to the volatile nature of the semiconductor
memory and storage markets, actual selling prices and volumes often vary significantly from projected prices and volumes; as a result, thetiming of when product costs are charged to operations can vary significantly.
U.S. GAAP provides for products to be grouped into categories in order to compare costs to net realizable values. The amount of any
inventory write-down can vary significantly depending on the determination of inventory categories. We review the major characteristics ofproduct type and markets in determining the unit of account for which we perform the lower of cost or net realizable value analysis andcategorize all inventories (including DRAM, NAND, and other memory) as a single group.

Recently Adopted Accounting Standards
No material items.

Recently Issued Accounting Standards
No material items.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe are exposed to interest rate risk related to our indebtedness. As of June 1, 2023 and September 1, 2022, we had fixed-rate debt with anaggregate carrying value of $7.52 billion and $4.03 billion, respectively, and as a result, the fair value of our debt fluctuates with changes inmarket interest rates. In the first nine months of 2023, we issued $3.50 billion principal amount of new fixed-rate debt. We estimate that, as ofJune 1, 2023 and September 1, 2022, a hypothetical 1% decrease in market interest rates would increase the fair value of our fixed-rate debt
by approximately $495 million and $275 million, respectively.
As of June 1, 2023 and September 1, 2022, we had floating-rate debt as well as fixed-rate debt that is swapped to floating-rate debt with anaggregate principal amount of $4.66 billion and $2.09 billion, respectively. In the first nine months of 2023, we borrowed $3.20 billion principal
amount of new floating-rate debt. We estimate that, as of June 1, 2023 and September 1, 2022, a hypothetical 1% increase in the interest
rates of this floating-rate debt would result in an increase in annual interest expense of approximately $47 million and $21 million,
respectively.
For further discussion about market risk and sensitivity analysis related to changes in interest rates and currency exchange rates, see “Part II– Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended September 1,
2022.

ITEM 4. CONTROLS AND PROCEDURES
An evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer
and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period coveredby this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that those disclosure
controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and thatsuch information is accumulated and communicated to our management, including the principal executive officer and principal financial
officer, to allow timely decisions regarding disclosure.
During the third quarter of 2023, there were no changes in our internal control over financial reporting that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSFor a discussion of legal proceedings, see “Part I – Item 3. Legal Proceedings” of our Annual Report on Form 10-K for the year ended
September 1, 2022, and the sections titled “Part I. Financial Information – Item 1. Financial Statements – Notes to Consolidated Financial
Statements – Contingencies” and “Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q, as well as in our Quarterly Reports on Form
10-Q for the first and second quarters of 2023.
SEC regulations require disclosure of certain proceedings related to environmental matters unless we reasonably believe that the relatedmonetary sanctions, if any, will be less than a specified threshold. We use a threshold of $1 million for this purpose.

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ITEM 1A. RISK FACTORSIn addition to the factors discussed elsewhere in this Form 10-Q, this section discusses important factors which could cause actual results orevents to differ materially from those contained in any forward-looking statements made by us. The order of presentation is not necessarily
indicative of the level of risk that each factor poses to us. Any of these factors could have a material adverse effect on our business, results ofoperations, financial condition, or stock price. Our operations could also be affected by other factors that are presently unknown to us or notconsidered significant.

Risk Factor Summary
Risks Related to Our Business, Operations, and Industry• volatility in average selling prices of our products;• a range of factors that may adversely affect our gross margins;• the highly competitive nature of our industry;• a downturn in the worldwide economy;• our ability to develop and produce new and competitive memory and storage technologies and products;• dependency on specific customers, concentration of revenue with a select number of customers, and customers who are locatedinternationally;• our international operations, including geopolitical risks;• limited availability and quality of materials, supplies, and capital equipment and dependency on third-party service providers forourselves and our customers;• the effects of the COVID-19 pandemic;• products that fail to meet specifications, are defective, or are incompatible with end uses;• disruptions to our manufacturing process from operational issues, natural disasters, or other events;• breaches of our security systems or products, or those of our customers, suppliers, or business partners;• attracting, retaining, and motivating highly skilled employees;• realizing expected returns from capacity expansions;• achieving or maintaining certain performance or other obligations associated with incentives from various governments;• acquisitions and/or alliances;• restructure charges;• responsible sourcing requirements and related regulations; and• ESG considerations.
Risks Related to Intellectual Property and Litigation• protecting our intellectual property and retaining key employees who are knowledgeable of and develop our intellectual property;• legal proceedings and claims; and• claims that our products or manufacturing processes infringe or otherwise violate the intellectual property rights of others or failure toobtain or renew license agreements covering such intellectual property.
Risks Related to Laws and Regulations• impacts of government actions and compliance with tariffs, trade restrictions, and/or trade regulations;• tax expense and tax laws in key jurisdictions; and• compliance with laws, regulations, or industry standards, including ESG considerations.
Risks Related to Capitalization and Financial Markets• our ability to generate sufficient cash flows or obtain access to external financing;• our debt obligations;• changes in foreign currency exchange rates;• counterparty default risk;• volatility in the trading price of our common stock; and• fluctuations in the amount and frequency of our common stock repurchases and payment of cash dividends and resulting impacts.

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Risks Related to Our Business, Operations, and Industry
Volatility in average selling prices for our semiconductor memory and storage products may adversely affect our business.
We have experienced significant volatility in our average selling prices and may continue to experience such volatility in the future. For
example, average selling prices for both DRAM and NAND declined approximately 50% for the third quarter of 2023 as compared to thefourth quarter of 2022. Since 2017, annual percentage changes in DRAM average selling prices have ranged from approximately plus 35%
to minus 35%. Since 2017, annual percentage changes in NAND average selling prices have ranged from nearly flat to approximately minus
50%. In current and recent periods, average selling prices for our products have been below our manufacturing costs and we may
experience such circumstances in the future. Average selling prices for our products that decline faster than our costs have recently had an
adverse effect on our business and results of operations, and could have a material adverse effect on our business, results of operations, or
financial condition.
Our gross margins may be adversely affected by a range of factors.
Our gross margins are dependent, in part, upon continuing decreases in per gigabit manufacturing costs achieved through improvements in
our manufacturing processes and product designs. Factors that may limit our ability to reduce our per gigabit manufacturing costs at
sufficient levels to prevent deterioration of or improve gross margins include, but are not limited to:
•
•
•
•
•
•
•
•
•
•
•

strategic product diversification decisions affecting product mix;
increasing complexity of manufacturing processes;
difficulties in transitioning to smaller line-width process technologies or additional 3D memory layers or NAND cell levels;
process complexity including number of mask layers and fabrication steps;
manufacturing yield;
technological barriers;changes in process technologies;
new products that may require relatively larger die sizes;
start-up or other costs associated with capacity expansions;higher costs of goods and services due to inflationary pressures or market conditions; andhigher manufacturing costs per gigabit due to fab underutilization.

Many factors may result in a reduction of our output or a delay in ramping production, which could lead to underutilization of our production
assets. These factors may include, among others, a weak demand environment, industry oversupply, inventory surpluses, difficulties in
ramping emerging technologies, supply chain disruptions, and delays from equipment suppliers. See “Part I. Financial Information – Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Industry Conditions” for information
regarding our current underutilization. A significant portion of our manufacturing costs are fixed and do not vary proportionally with changes in
production output. As a result, lower utilization and corresponding increases in our per gigabit manufacturing costs have resulted in higher
inventory carrying costs, and have had, and may continue to have, an adverse effect our gross margins, business, results of operations, or
financial condition.
We have a broad portfolio of products to address our customers’ needs, which span multiple market segments and are subject to rapid
technological changes. Our manufacturing costs on a per gigabit basis vary across our portfolio as they are largely influenced by thetechnology node in which the solution was developed. We strive to balance our demand and supply for each technology node, but the
dynamics of our markets and our customers can create periods of imbalance, which can lead us to carry elevated inventory levels.
Consequently, we may incur charges in connection with obsolete or excess inventories, or we may not fully recover our costs, which would
reduce our gross margins. For example, in the first nine months of 2023, we recorded aggregate charges of $1.83 billion to write down the
carrying value of our inventories to their estimated net realizable value. In addition, due to the customized nature of certain products wemanufacture, we may be unable to sell certain finished goods inventories to alternative customers or manufacture in-process inventory todifferent specifications, which may result in excess and obsolescence charges in future periods.

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In addition, if we are unable to supply products that meet customer design and performance specifications, we may be required to sell suchproducts at lower average selling prices, which may reduce our gross margins. Our gross margins may also be impacted by shifts in productmix, driven by our strategy to optimize our portfolio to best respond to changing market dynamics.
Our inability to prevent deterioration of or improve gross margins could have a material adverse effect on our business, results of operations,or financial condition.
The semiconductor memory and storage markets are highly competitive.
We face intense competition in the semiconductor memory and storage markets from a number of companies, including Intel Corporation;
Kioxia Holdings Corporation; Samsung Electronics Co., Ltd.; SK hynix Inc.; and Western Digital Corporation. Our competitors may use
aggressive pricing to obtain market share. Some of our competitors are large corporations or conglomerates that may have greater resources
to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete.
Consolidation of industry competitors could put us at a competitive disadvantage as our competitors may benefit from increased
manufacturing scale and a stronger product portfolio.
In addition, some governments may provide, or have provided and may continue to provide, significant assistance, financial or otherwise, tosome of our competitors or to new entrants and may intervene in support of national industries and/or competitors. In particular, we face thethreat of increasing competition as a result of significant investment in the semiconductor industry by the Chinese government and various
state-owned or affiliated entities, such as Yangtze Memory Technologies Co., Ltd. (“YMTC”) and ChangXin Memory Technologies, Inc.
(“CXMT”). In addition, the Chinese government may restrict us from fully participating in the China market or may prevent us from competing
effectively with Chinese companies. For example, following the May 21, 2023 conclusion of its cybersecurity review of our products sold in
China, the CAC determined that critical information infrastructure operators in China cannot purchase Micron products, which we expect will
negatively impact our revenue with companies headquartered in mainland China and Hong Kong, including direct sales as well as indirect
sales through distributors. Some revenue with customers headquartered outside of China could also be impacted. As we try to mitigate
possible impacts due to the CAC decision, revenue may come at lower prices or gross margins due to product or customer mix changes,
which may impact our business results. Further actions by China could impact additional revenue inside or outside China, or our operationsin China, or our ability to ship products to our customers, any of which could have a material adverse effect on our business, results ofoperations, or financial condition.
We and our competitors generally seek to increase wafer output, improve yields, and reduce die size, which could result in significant
increases in worldwide supply and downward pressure on prices. Increases in worldwide supply of semiconductor memory and storage also
result from fabrication capacity expansions, either by way of new facilities, increased capacity utilization, or reallocation of othersemiconductor production to semiconductor memory and storage production. Our competitors may increase capital expenditures resulting in
future increases in worldwide supply. We, and some of our competitors, have plans to ramp, or are constructing or ramping, production at
new fabrication facilities. Increases in worldwide supply of semiconductor memory and storage, if not accompanied by commensurateincreases in demand, could lead to declines in average selling prices for our products and could materially adversely affect our business,
results of operations, or financial condition. If competitors are more successful at developing or implementing new product or process
technology, their products could have cost or performance advantages.
The competitive nature of our industry could have a material adverse effect on our business, results of operations, or financial condition.

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A downturn in the worldwide economy may harm our business.
Downturns in the worldwide economy, due to inflation, geopolitics, major central bank policy actions including interest rate increases, publichealth crises, or other factors, have harmed our business in the past and current and future downturns could also adversely affect ourbusiness. Adverse economic conditions affect demand for devices that incorporate our products, such as personal computers, smartphones,
automobiles, and servers. Reduced demand for these or other products could result in significant decreases in our average selling prices andproduct sales. In addition, to the extent our customers or distributors have elevated inventory levels or are impacted by a deterioration incredit markets, we may experience a decrease in short-term and/or long-term demand resulting in industry oversupply and declines in pricing
for our products.
A deterioration of conditions in worldwide credit markets could limit our ability to obtain external financing to fund our operations and capital
expenditures. In addition, we may experience losses on our holdings of cash and investments due to failures of financial institutions andother parties. Difficult economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults. As aresult, downturns in the worldwide economy could have a material adverse effect on our business, results of operations, or financial
condition.
Our future success depends on our ability to develop and produce new and competitive memory and storage technologies andproducts.
Our key semiconductor memory and storage technologies face technological barriers to continue to meet long-term customer needs. Thesebarriers include potential limitations on stacking additional 3D memory layers, increasing bits per cell (i.e., cell levels), meeting higher density
requirements, improving power consumption and reliability, and delivering advanced features and higher performance. We may facetechnological barriers to continue to shrink our products at our current or historical rate, which has generally reduced per gigabit cost. We
have invested and expect to continue to invest in R&D for new and existing products and process technologies, such as EUV lithography, tocontinue to deliver advanced product requirements. Such new technologies can add complexity and risk to our schedule and may affect ourcosts and production output. We may be unable to recover our investment in R&D or otherwise realize the economic benefits of reducing die
size or increasing memory and storage densities. Our competitors are working to develop new memory and storage technologies that may
offer performance and/or cost advantages to existing technologies and render existing technologies obsolete. Accordingly, our future successmay depend on our ability to develop and produce viable and competitive new memory and storage technologies.
We are developing new products, including system-level memory and storage products and solutions, which complement our traditional
products or leverage their underlying design or process technology. We have invested and expect to continue to invest in new semiconductor
product and system-level solution development. We are increasingly differentiating our products and solutions to meet the specific demandsof our customers, which increases our reliance on our customers’ ability to accurately forecast the needs and preferences of their customers.
As a result, our product demand forecasts may be impacted significantly by the strategic actions of our customers. In addition, our ability tosuccessfully introduce new products often requires us to make product specification decisions multiple years in advance of when new
products enter the market.
It is important that we deliver products in a timely manner with increasingly advanced performance characteristics at the time our customers
are designing and evaluating samples for their products. If we do not meet their product design schedules, our customers may exclude us
from further consideration as a supplier for those products. The process to develop new products requires us to demonstrate advanced
functionality, performance, and reliability, often well in advance of a planned ramp of production, in order to secure design wins with ourcustomers. Many factors may negatively impact our ability to meet anticipated timelines and/or expected or required quality standards withrespect to the development of certain of our products. In addition, some of our components have long lead-times, requiring us to place orders
up to a year in advance of anticipated demand. Such long lead-times increase the risk of excess inventory or loss of sales in the event ourforecasts vary substantially from actual demand.

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There can be no assurance of the following:
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we will be successful in developing competitive new semiconductor memory and storage technologies and products;
we will be able to cost-effectively manufacture new products;
we will be able to successfully market these technologies;
margins generated from sales of these products will allow us to recover costs of development efforts;
we will be able to establish or maintain key relationships with customers, or that we will not be prohibited from working with certain
customers, for specific chip set or design requirements;
we will accurately predict and design products that meet our customers' specifications; or
we will be able to introduce new products into the market and qualify them with our customers on a timely basis.

Unsuccessful efforts to develop new memory and storage technologies and products could have a material adverse effect on our business,
results of operations, or financial condition.
A significant portion of our revenue is concentrated with a select number of customers.
In each of the last three years, approximately one-half of our total revenue was from our top ten customers. A disruption in our relationshipwith any of these customers could adversely affect our business. We could experience fluctuations in our customer base or the mix ofrevenue by customer as markets and strategies evolve. Our customers’ demand for our products may fluctuate due to factors beyond ourcontrol. In addition, any consolidation of our customers could reduce the number of customers to whom our products may be sold. Ourinability to meet our customers’ requirements or to qualify our products with them could adversely impact our revenue. A meaningful change
in the inventory strategy of our customers could impact our industry bit demand growth outlook. The loss of, or restrictions on our ability tosell to, one or more of our major customers, or any significant reduction in orders from, or a shift in product mix by, customers could have amaterial adverse effect on our business, results of operations, or financial condition.

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We face geopolitical and other risks associated with our international operations that could materially adversely affect ourbusiness, results of operations, or financial condition.
In addition to our U.S. operations, a substantial portion of our operations are conducted in Taiwan, Singapore, Japan, Malaysia, China, andIndia, and many of our customers, suppliers, and vendors also operate internationally. In 2022, nearly half of our revenue was from sales tocustomers who have headquarters located outside the United States, while over 80% of our revenue in 2022 was from products shipped tocustomer locations outside the United States.
Our international operations are subject to a number of risks, including:
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export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions on thetransfer of funds, including currency controls in China, which could negatively affect the amount and timing of payments from certainof our customers and, as a result, our cash flows;
imposition of bans on sales of goods or services to one or more of our significant foreign customers;
public health issues;compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977,
as amended, sanctions and anti-corruption laws, export and import laws, and similar rules and regulations;
theft of intellectual property;
political and economic instability;
government actions or civil unrest preventing the flow of products and materials, including delays in shipping and obtaining products
and materials, cancellation of orders, or loss or damage of products;
problems with the transportation or delivery of products and materials;
issues arising from cultural or language differences and labor unrest;
longer payment cycles and greater difficulty in collecting accounts receivable;
compliance with trade, technical standards, and other laws in a variety of jurisdictions;contractual and regulatory limitations on the ability to maintain flexibility with staffing levels;
disruptions to manufacturing or R&D activities as a result of actions imposed by foreign governments;changes in economic policies of foreign governments; anddifficulties in staffing and managing international operations.

If we or our customers, suppliers, or vendors are impacted by any of these risks, it could have a material adverse effect on our business,
results of operations, or financial condition.
Following the May 21, 2023 conclusion of its cybersecurity review of our products sold in China, the CAC determined that critical information
infrastructure operators in China cannot purchase Micron products, which we expect will negatively impact our revenue with companies
headquartered in mainland China and Hong Kong, including direct sales as well as indirect sales through distributors. Some revenue withcustomers headquartered outside of China could also be impacted. As we try to mitigate possible impacts due to the CAC decision, revenue
may come at lower prices or gross margins due to product or customer mix changes, which may impact our business results. Further actions
by China could impact additional revenue inside or outside China, or our operations in China, or our ability to ship products to our customers,
any of which could have a material adverse effect on our business, results of operations, or financial condition.
Political, economic, or other actions may adversely affect our operations in Taiwan. A majority of our DRAM production output in 2022 wasfrom our fabrication facilities in Taiwan and any loss of output could have a material adverse effect on us. Any political, economic, or otheractions may also adversely affect our customers and the technology industry supply chain, for which Taiwan is a central hub, and as a result,could have a material adverse impact on us.
In addition, the U.S. government has in the past restricted American firms from selling products and software to certain of our customers andmay in the future impose similar restrictions on one or more of our significant customers. These restrictions may not prohibit our competitorsfrom selling similar products to our customers, which may result in our loss of sales and market share. Even when such restrictions are lifted,
financial or other penalties or continuing export restrictions imposed with respect to our customers could have a continuing negative impact
on our future revenue and results of operations, and we may not be able to recover any customers or market share we lose, or make suchrecoveries at acceptable average selling prices, while complying with such restrictions.

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Our business, results of operations, or financial condition could be adversely affected by the limited availability and quality ofmaterials, supplies, and capital equipment, or dependency on third-party service providers.
Our supply chain and operations are dependent on the availability of materials that meet exacting standards and the use of third parties toprovide us with components and services. We generally have multiple sources of supply for our materials and services. However, only alimited number of suppliers are capable of delivering certain materials, components, and services that meet our standards and, in somecases, materials, components, or services are provided by a single or sole source, and we may be unable to qualify new suppliers on atimely basis. The availability of materials or components such as chemicals, silicon wafers, gases, photoresist, controllers, substrates, leadframes, printed circuit boards, targets, and reticle glass blanks is impacted by various factors. These factors could include a shortage of raw
materials or a disruption in the processing or purification of those raw materials into finished goods. Shortages or increases in lead times
have occurred in the past, are currently occurring with respect to some materials and components, and may occur from time to time in the
future. Constraints within our supply chain for certain materials and integrated circuit components could limit our bit shipments, which could
have a material adverse effect on our business, results of operations, or financial condition.
Our manufacturing processes are also dependent on our relationships with third-party manufacturers of controllers, analog integrated circuits,
and other components used in some of our products and with outsourced semiconductor foundries, assembly and test providers, contract
manufacturers, logistics carriers, and other service providers, including providers of electricity and other utilities. Although we have certain
long-term contracts with some of our suppliers, many of these contracts do not provide for long-term capacity or pricing commitments. To theextent we do not have firm commitments from our third-party suppliers over a specific time period or for any specific capacity, quantity, and/or
pricing, our suppliers may allocate capacity to their other customers and capacity and/or materials may not be available when needed or atreasonable prices. Inflationary pressures and shortages have increased, and may continue to increase, costs for materials, supplies, andservices. Regardless of contract structure, large swings in demand may exceed our contracted supply and/or our suppliers’ capacity to meetthose demand changes resulting in a shortage of parts, materials, or capacity needed to manufacture our products. In addition, if any of our
suppliers was to cease operations or become insolvent, this could impact their ability to provide us with necessary supplies, and we may not
be able to obtain the needed supply in a timely way or at all from other providers.
Certain materials are primarily available in a limited number of countries, including rare earth elements, minerals, and metals. Trade disputes,
geopolitical tensions, economic circumstances, political conditions, or public health issues, such as COVID-19, may limit our ability to obtainsuch materials. Although these rare earth and other materials are generally available from multiple suppliers, China is the predominant
producer of certain of these materials. If China were to restrict or stop exporting these materials, our suppliers’ ability to obtain such supply
may be constrained and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner, or at a commerciallyreasonable cost. Constrained supply of rare earth elements, minerals, and metals may restrict our ability to manufacture certain of our
products and make it difficult or impossible to compete with other semiconductor memory manufacturers who are able to obtain sufficientquantities of these materials from China.
We and/or our suppliers and service providers could be affected by regional conflicts, sanctions, tariffs, embargoes, or other trade
restrictions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible
sourcing practices, public health crises, contagious disease outbreaks, or other matters, which could limit the supply of our materials and/or
increase the cost. Environmental regulations could limit our ability to procure or use certain chemicals or materials in our operations or
products. In addition, disruptions in transportation lines could delay our receipt of materials. Our ability to procure components to repair
equipment essential for our manufacturing processes could also be negatively impacted by various restrictions or disruptions in supply
chains, among other items. The disruption of our supply of materials, components, or services, or the extension of our lead times could havea material adverse effect on our business, results of operations, or financial condition.

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Our operations are dependent on our ability to procure advanced semiconductor manufacturing equipment that enables the transition tolower cost manufacturing processes. For certain key types of equipment, including photolithography tools, we are sometimes dependent on asingle supplier. From time to time, we have experienced difficulties in obtaining some equipment on a timely basis due to suppliers’ limited
capacity. Our inability to obtain equipment on a timely basis could adversely affect our ability to transition to next generation manufacturing
processes and reduce our costs. Delays in obtaining equipment could also impede our ability to ramp production and could increase ouroverall costs of a ramp. Our inability to obtain advanced semiconductor manufacturing equipment in a timely manner could have a material
adverse effect on our business, results of operations, or financial condition.
Our construction projects to expand production and R&D capacity are highly dependent on available sources of labor, materials, equipment,
and services. Increasing demand, supply constraints, inflation, and other market conditions could result in increasing shortages and higher
costs for these items. Difficulties in obtaining these resources could result in significant delays in completion of our construction projects andcost increases, which could have a material adverse effect on our business, results of operations, or financial condition.
Our inability to source materials, supplies, capital equipment, or third-party services could affect our overall production output and our ability
to fulfill customer demand. Significant or prolonged shortages of our products could halt customer manufacturing and damage ourrelationships with these customers. Any damage to our customer relationships as a result of a shortage of our products could have a material
adverse effect on our business, results of operations, or financial condition.
Similarly, if our customers experience disruptions to their supplies, materials, components, or services, or the extension of their lead times,
they may reduce, cancel, or alter the timing of their purchases with us, which could have a material adverse effect on our business, results ofoperations, or financial condition.
The effects of the COVID-19 pandemic could adversely affect our business, results of operations, and financial condition.
The effects of the public health crisis caused by the COVID-19 pandemic and the measures to limit COVID-19’s impact on our business,
results of operations, and financial condition are uncertain and difficult to predict, but may include, and in some cases, have included andmay continue to include:•••

Disruptions to supply chains, construction projects, or our operations or those of our subcontractors;
Increased costs or unavailability of inputs necessary for the operation of our business; andImpacts to customer demand, resulting in industry oversupply and declines in pricing for our products.

These effects and other impacts of the pandemic, alone or taken together, could have a material adverse effect on our business, results ofoperations, or financial condition.
Increases in sales of system solutions may increase our dependency upon specific customers and our costs to develop, qualify,
and manufacture our system solutions.
Our development of system-level memory and storage products is dependent, in part, upon successfully identifying and meeting ourcustomers’ specifications for those products. Developing and manufacturing system-level products with specifications unique to a customer
increases our reliance upon that customer for purchasing our products at sufficient volumes and prices in a timely manner. Even if our
products meet customer specifications, our sales of system-level solutions are dependent upon our customers choosing our products overthose of our competitors and purchasing our products at sufficient volumes and prices. Our competitors’ products may be less costly, provide
better performance, or include additional features when compared to our products. Our long-term ability to sell system-level memory andstorage products is reliant upon our customers’ ability to create, market, and sell their products containing our system-level solutions at
sufficient volumes and prices in a timely manner. If we fail to successfully develop and market system-level products, our business, results ofoperations, or financial condition may be materially adversely affected.

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Manufacturing system-level solutions, such as SSDs and managed NAND, typically results in higher per-unit manufacturing costs ascompared to other products. Even if we are successful in selling system-level solutions to our customers in sufficient volume, we may beunable to generate sufficient profit if our per-unit manufacturing costs are not offset by higher per-unit selling prices. Manufacturing systemlevel solutions to customer specifications requires a longer development cycle, as compared to discrete products, to design, test, and qualify,
which may increase our costs. Some of our system solutions are increasingly dependent on sophisticated firmware that may requiresignificant customization to meet customer specifications, which increases our costs and time to market. Additionally, we may need to update
our controller and hardware design as well as our firmware or develop new firmware as a result of new product introductions or changes incustomer specifications and/or industry standards, which increases our costs. System complexities and extended warranties for system-levelproducts could also increase our warranty costs. Our failure to cost-effectively manufacture system-level solutions and/or controller, hardware
design, and firmware in a timely manner may result in reduced demand for our system-level products and could have a material adverse
effect on our business, results of operations, or financial condition.
Products that fail to meet specifications, are defective, or are otherwise incompatible with end uses could impose significant costs
on us.
Products that do not meet specifications or that contain, or are perceived by our customers to contain, defects or that are otherwise
incompatible with end uses could impose significant costs on us or otherwise materially adversely affect our business, results of operations,or financial condition. From time to time, we experience problems with nonconforming, defective, or incompatible products after we haveshipped such products. In recent periods, we have further diversified and expanded our product offerings, which could potentially increase
the chance that one or more of our products could fail to meet specifications in a particular application. Our products and solutions may bedeemed fully or partially responsible for functionality in our customers’ products and may result in sharing or shifting of product or financial
liability from our customers to us for costs incurred by the end user as a result of our customers’ products failing to perform as specified. In
addition, if our products and solutions perform critical functions in our customers’ products or are used in high-risk consumer end products,
such as autonomous driver assistance programs, home and enterprise security, smoke and noxious gas detectors, medical monitoring
equipment, or wearables for child and elderly safety, our potential liability may increase. We could be adversely affected in several ways,
including the following:•••

we may be required or agree to compensate customers for costs incurred or damages caused by defective or incompatible products
and to replace products;
we could incur a decrease in revenue or adjustment to pricing commensurate with the reimbursement of such costs or allegeddamages; andwe may encounter adverse publicity, which could cause a decrease in sales of our products or harm our reputation or relationships
with existing or potential customers.

Any of the foregoing items could have a material adverse effect on our business, results of operations, or financial condition.
If our manufacturing process is disrupted by operational issues, natural disasters, or other events, our business, results ofoperations, or financial condition could be materially adversely affected.
We and our subcontractors manufacture products using highly complex processes that require technologically advanced equipment andcontinuous modification to improve yields and performance. Difficulties in the manufacturing process or the effects from a shift in product mix
can reduce yields or disrupt production and may increase our per gigabit manufacturing costs. We and our subcontractors maintain
operations and continuously implement new product and process technology at manufacturing facilities, which are widely dispersed in
multiple locations in several countries including the United States, Singapore, Taiwan, Japan, Malaysia, and China. As a result of thenecessary interdependence within our network of manufacturing facilities, an operational disruption at one of our or a subcontractor’sfacilities may have a disproportionate impact on our ability to produce many of our products.

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From time to time, there have been disruptions in our manufacturing operations as a result of power outages, improperly functioning
equipment, disruptions in supply of raw materials or components, or equipment failures. We have manufacturing and other operations inlocations subject to natural occurrences and possible climate changes, such as severe and variable weather and geological events resulting
in increased costs, or disruptions to our manufacturing operations or those of our suppliers or customers. In addition, climate change may
pose physical risks to our manufacturing facilities or our suppliers’ facilities, including increased extreme weather events that could result in
supply delays or disruptions. Other events, including political or public health crises, such as an outbreak of contagious diseases like COVID19 may also affect our production capabilities or that of our suppliers, including as a result of quarantines, closures of production facilities,
lack of supplies, or delays caused by restrictions on travel or shipping. Events of the types noted above have occurred from time to time andmay occur in the future. As a result, in addition to disruptions to operations, our insurance premiums may increase or we may not be able tofully recover any sustained losses through insurance.
If production is disrupted for any reason, manufacturing yields may be adversely affected, or we may be unable to meet our customers’
requirements and they may purchase products from other suppliers. This could result in a significant increase in manufacturing costs, loss ofrevenue, or damage to customer relationships, any of which could have a material adverse effect on our business, results of operations, or
financial condition.
Breaches of our security systems or products, or those of our customers, suppliers, or business partners, could expose us tolosses.
We maintain a system of controls over the physical security of our facilities. We also manage and store various proprietary information andsensitive or confidential data relating to our operations. In addition, we process, store, and transmit large amounts of data relating to ourcustomers and employees, including sensitive personal information. Unauthorized persons, employees, former employees, or other third
parties may gain access to our facilities or technology infrastructure and systems to steal trade secrets or other proprietary information,
compromise confidential information, create system disruptions, or cause shutdowns. This risk is exacerbated as competitors for talent,particularly engineering talent, attempt to hire our employees. Through cyberattacks on technology infrastructure and systems, unauthorizedparties may obtain access to computer systems, networks, and data, including cloud-based platforms. The technology infrastructure andsystems of our suppliers, vendors, service providers, cloud solution providers, and partners have in the past experienced, and may in the
future experience, such attacks, which could impact our operations. Cyberattacks can include ransomware, computer denial-of-service
attacks, worms, supply chain attacks, social engineering, and other malicious software programs or other attacks, including those using
techniques that change frequently or may be disguised or difficult to detect, or designed to remain dormant until a triggering event,impersonation of authorized users, and efforts to discover and exploit any design flaws, “bugs,” security vulnerabilities, as well as intentionalor unintentional acts by employees or other insiders with access privileges. Globally, cyberattacks are increasing in number and the attackers
are increasingly organized and well-financed, or supported by state actors, and are developing increasingly sophisticated systems to not onlyattack, but also to evade detection. In addition, geopolitical tensions or conflicts may create a heightened risk of cyberattacks. Breaches ofour physical security, attacks on our technology infrastructure and systems, or breaches or attacks on our customers, suppliers, or business
partners who have confidential or sensitive information regarding us and our customers and suppliers, could result in significant losses anddamage our reputation with customers and suppliers and may expose us to litigation if the confidential information of our customers,
suppliers, or employees is compromised.
Our products are also targets for cyberattacks, including those products utilized in cloud-based environments. While some of our products
contain encryption or security algorithms to protect third-party content or user-generated data stored on our products, these products could
still be hacked or the encryption schemes could be compromised, breached, or circumvented by motivated and sophisticated attackers.
Further, our products contain sophisticated hardware and firmware and applications that may contain security vulnerabilities or defects indesign or manufacture, including “bugs” and other problems that could interfere with the intended operation of our products. To the extent our
products are hacked, or the encryption schemes are compromised or breached, this could harm our business by requiring us to employ
additional resources to fix the errors or defects, exposing us to litigation, claims, and harm to our reputation.
Any of the foregoing security risks could have a material adverse effect on our business, results of operations, or financial condition.

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We must attract, retain, and motivate highly skilled employees.
To remain competitive, we must attract, retain, and motivate executives and other highly skilled, diverse employees, as well as effectively
manage succession for key employees. Competition for experienced employees in our industry can be intense. Hiring and retaining qualified
executives and other employees is critical to our business. If our total compensation programs, employment benefits, and workplace culture
are not viewed as competitive and inclusive, our ability to attract, retain, and motivate employees could be compromised.
At times, we experience higher levels of attrition, increasing compensation costs, and more intense competition for talent across our industry.
To the extent we experience significant attrition and are unable to timely replace employees, we could experience a loss of critical skills andreduced employee morale, potentially resulting in business disruptions or increased expenses to address any disruptions. Additionally,changes to immigration policies in the countries in which we operate, as well as restrictions on travel due to public health crises or othercauses, may limit our ability to hire and/or retain talent in, or transfer talent to, specific locations.
Our inability to attract, retain, and motivate executives and other employees or effectively manage succession of key roles may inhibit ourability to maintain or expand our business operations.
We may not be able to achieve expected returns from capacity expansions.
We have announced our intent to expand our DRAM production capacity in the United States and we also make capital investments inprojects outside the United States.
These expansions involve several risks including the following:
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capital expenditure requirements for capacity expansions during periods of relatively low free cash flow generation, resulting fromchallenging memory and storage industry conditions;availability of necessary funding, which may include external sources;ability to realize expected grants, investment tax credits, and other government incentives, including through the CHIPS Act andforeign, state, and local grants;
potential changes in laws or provisions of grants, investment tax credits, and other government incentives;potential restrictions on expanding in certain geographies;
availability of equipment and construction materials;
ability to complete construction as scheduled and within budget;
availability of the necessary workforce;
ability to timely ramp production in a cost-effective manner;increases to our cost structure until new production is ramped to adequate scale; andsufficient customer demand to utilize our increased capacity.

We invest our capital in areas that we believe best align with our business strategy and optimize future returns. Investments in capital
expenditures may not generate expected returns or cash flows. Significant judgment is required to determine which capital investments will
result in optimal returns, and we could invest in projects that are ultimately less profitable than those projects we do not select. Delays incompletion and ramping of new production facilities, or failure to optimize our investment choices, could significantly impact our ability torealize expected returns on our capital expenditures.
Any of the above factors could have a material adverse effect on our business, results of operations, or financial condition.

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Our incentives from various governments are conditional upon achieving or maintaining certain performance or other obligations
and are subject to reduction, termination, clawback, or could impose certain limitations on our business.
We have received, and may in the future continue to receive, benefits and incentives from national, state, and local governments in various
regions of the world designed to encourage us to establish, maintain, or increase investment, workforce, or production in those regions.
These incentives may take various forms, including grants, loan subsidies, and tax arrangements, and typically require us to achieve or
maintain certain levels of investment, capital spending, employment, technology deployment, or research and development activities toqualify for such incentives or could restrict us from undertaking certain activities. We may be unable to obtain significant future incentives tocontinue to fund a portion of our capital expenditures and operating costs, without which our cost structure would be adversely impacted. We
also cannot guarantee that we will successfully achieve performance or other obligations required to qualify for these incentives or that the
granting agencies will provide such funding. These incentive arrangements typically provide the granting agencies with rights to audit ourcompliance with their terms and obligations. Such audits could result in modifications to, or termination of, the applicable incentive program.
The incentives we receive could be subject to reduction, termination, or clawback, and any decrease or clawback of government incentives
could have a material adverse effect on our business, results of operations, or financial condition.
Acquisitions and/or alliances involve numerous risks.
Acquisitions and the formation or operation of alliances, such as joint ventures and other partnering arrangements, involve numerous risks,
including the following:
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integrating the operations, technologies, and products of acquired or newly formed entities into our operations;increasing capital expenditures to upgrade and maintain facilities;
increased debt levels;
the assumption of unknown or underestimated liabilities;
the use of cash to finance a transaction, which may reduce the availability of cash to fund working capital, capital expenditures, R&D
expenditures, and other business activities;
diverting management’s attention from daily operations;managing larger or more complex operations and facilities and employees in separate and diverse geographic areas;hiring and retaining key employees;
requirements imposed by government authorities in connection with the regulatory review of a transaction, which may include,
among other things, divestitures or restrictions on the conduct of our business or the acquired business;underestimating the costs or overestimating the benefits, including product, revenue, cost and other synergies and growth
opportunities that we expect to realize, and we may not achieve those benefits;
failure to maintain customer, vendor, and other relationships;
inadequacy or ineffectiveness of an acquired company’s internal financial controls, disclosure controls and procedures, complianceprograms, and/or environmental, health and safety, anti-corruption, human resource, or other policies or practices; andimpairment of acquired intangible assets, goodwill, or other assets as a result of changing business conditions or technologicaladvancements.

The global memory and storage industry has experienced consolidation and may continue to consolidate. We engage, from time to time, indiscussions regarding potential acquisitions and similar opportunities. To the extent we are successful in completing any such transactions,
we could be subject to some or all of the risks described above, including the risks pertaining to funding, assumption of liabilities, integration
challenges, and increases in debt that may accompany such transactions. Acquisitions of, or alliances with, technology companies are
inherently risky and may not be successful and could have a material adverse effect on our business, results of operations, or financial
condition.

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We have incurred restructure charges and may incur restructure charges in future periods and may not realize expected savings orother benefits from restructure activities.
In 2023, we initiated a restructure plan in response to current market conditions. See “Part I. Financial Information – Item 1. Financial
Statements – Notes to Consolidated Financial Statements – Restructure and Asset Impairments” and “Part I. Financial Information – Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview.” In addition, we may in the future, enter
into other restructure initiatives in order to, among other items, streamline our operations, respond to changes in business conditions, ourmarkets, or product offerings, or to centralize certain key functions.
We may not realize expected savings or other benefits from our current or future restructure activities and may incur additional restructure
charges or other losses in future periods associated with other initiatives. In connection with any restructure initiatives, we could incur
restructure charges, loss of production output, loss of key personnel, disruptions in our operations, and difficulties in the timely delivery of
products, which could have a material adverse effect on our business, results of operations, or financial condition.
Compliance with responsible sourcing requirements and any related regulations could increase our operating costs, or limit the
supply and increase the cost of certain materials, supplies, and services, and if we fail to comply, customers may reducepurchases from us or disqualify us as a supplier.
We and many of our customers have adopted responsible sourcing programs that require us to meet certain ESG criteria, and to periodicallyreport on our performance against these requirements, including that we source the materials, supplies, and services we use and incorporate
into the products we sell as prescribed by these programs. Many customer programs require us to remove a supplier within a prescribedperiod if such supplier ceases to comply with prescribed criteria, and our supply chain may at any time contain suppliers at risk of being
removed due to non-compliance with responsible sourcing requirements. Some of our customers may elect to disqualify us as a supplier(resulting in a permanent or temporary loss of sales to such customer) or reduce purchases from us if we are unable to verify that our
performance or products (including the underlying supply chain) meet the specifications of our customers’ responsible sourcing programs on
a continuous basis. Meeting responsible sourcing requirements may increase operating requirements and costs or limit the sourcing andavailability of some of the materials, supplies, and services we use, particularly when the availability of such materials, supplies, and services
is concentrated to a limited number of suppliers. From time to time, we remove suppliers or require our suppliers to remove suppliers fromtheir supply chains based on our responsible sourcing requirements or customer requirements, and we or our suppliers may be unable toreplace such removed suppliers in a timely or cost-effective manner. Any inability to replace removed suppliers in a timely or cost effective
manner may affect our ability and/or the cost to obtain sufficient quantities of materials, supplies, and services necessary for the manufactureof our products. Our inability to replace suppliers we have removed in a timely or cost-effective manner or comply with customers’
responsible sourcing requirements or with any related regulations could have a material adverse effect on our business, results of operations,or financial condition.
Failure to meet ESG expectations or standards or achieve our ESG goals could adversely affect our business, results ofoperations, financial condition, or stock price.
In recent years, there has been an increased focus from stakeholders on ESG matters, including greenhouse gas emissions and climaterelated risks, renewable energy, water stewardship, waste management, diversity, equality and inclusion, responsible sourcing and supply
chain, human rights, and social responsibility. Given our commitment to ESG, we actively manage these issues and have established andpublicly announced certain goals, commitments, and targets which we may refine or even expand further in the future. These goals,
commitments, and targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. Evolving
stakeholder expectations and our efforts to manage these issues, report on them, and accomplish our goals present numerous operational,
regulatory, reputational, financial, legal, and other risks, any of which could have a material adverse impact, including on our reputation andstock price.

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Such risks and uncertainties include:
•
•
•
•
•
•
•
•
•
•
•

reputational harm, including damage to our relationships with customers, suppliers, investors, governments, or other stakeholders;adverse impacts on our ability to sell and manufacture products;
the success of our collaborations with third parties;
increased risk of litigation, investigations, or regulatory enforcement action;
unfavorable ESG ratings or investor sentiment;
diversion of resources and increased costs to control, assess, and report on ESG metrics;
our ability to achieve our goals, commitments, and targets within timeframes announced;
increased costs to achieve our goals, commitments, and targets;
unforeseen operational and technological difficulties;
access to and increased cost of capital; andadverse impacts on our stock price.

Any failure, or perceived failure, to meet evolving stakeholder expectations and industry standards or achieve our ESG goals, commitments,
and targets could have an adverse effect on our business, results of operations, financial condition, or stock price.

Risks Related to Intellectual Property and Litigation
We may be unable to protect our intellectual property or retain key employees who are knowledgeable of and develop our
intellectual property.
We maintain a system of controls over our intellectual property, including U.S. and foreign patents, trademarks, copyrights, trade secrets,
licensing arrangements, confidentiality procedures, non-disclosure agreements with employees, consultants, and vendors, and a generalsystem of internal controls. Despite our system of controls over our intellectual property, it may be possible for our current or futurecompetitors to obtain, copy, use, or disclose, illegally or otherwise, our product and process technology or other proprietary information. The
laws of some foreign countries may not protect our intellectual property to the same degree as do U.S. laws, and our confidentiality, nondisclosure, and non-compete agreements may be unenforceable or difficult and costly to enforce.
Additionally, our ability to maintain and develop intellectual property is dependent upon our ability to attract, develop, and retain highly skilledemployees. If our competitors or future entrants into our industry are successful in hiring our employees, they may directly benefit from theknowledge these employees gained while they were under our employment, and this may also negatively impact our ability to maintain anddevelop intellectual property.
Our inability to protect our intellectual property or retain key employees who are knowledgeable of and develop our intellectual property could
have a material adverse effect on our business, results of operations, or financial condition.

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Legal proceedings and claims could have a material adverse effect on our business, results of operations, or financial condition.
From time to time, we are subject to various legal proceedings and claims that arise out of the ordinary conduct of our business or otherwise,both domestically and internationally. Such claims include, but are not limited to, allegations of anticompetitive conduct and infringement ofintellectual property. See “Part I. Financial Information – Item 1. Financial Statements – Notes to Consolidated Financial Statements –Contingencies.”
Any claim, with or without merit, could result in significant legal fees that could negatively impact our financial results, disrupt our operations,and require significant attention from our management. We may be associated with and subject to litigation, claims, or arbitration disputes
arising from, or as a result of:••••our relationships with vendors or customers, supply agreements, or contractual obligations with our subcontractors or business
partners;
the actions of our vendors, subcontractors, or business partners;
our indemnification obligations, including obligations to defend our customers against third-party claims asserting infringement ofcertain intellectual property rights, which may include patents, trademarks, copyrights, or trade secrets; andthe terms of our product warranties or from product liability claims.

As we continue to focus on developing system solutions with manufacturers of consumer products, including autonomous driving, augmented
reality, and others, we may be exposed to greater potential for personal liability claims against us as a result of consumers’ use of those
products. We, our officers, or our directors could also be subject to claims of alleged violations of securities laws. There can be no assurance
that we are adequately insured to protect against all claims and potential liabilities, and we may elect to self-insure with respect to certain
matters. Exposures to various legal proceedings and claims could lead to significant costs and expenses as we defend claims, are required
to pay damage awards, or enter into settlement agreements, any of which could have a material adverse effect on our business, results ofoperations, or financial condition.
Claims that our products or manufacturing processes infringe or otherwise violate the intellectual property rights of others, or
failure to obtain or renew license agreements covering such intellectual property, could materially adversely affect our business,
results of operations, or financial condition.
As is typical in the semiconductor and other high technology industries, from time to time others have asserted, and may in the future assert,
that our products or manufacturing processes infringe upon, misappropriate, misuse, or otherwise violate their intellectual property rights. We
are unable to predict the outcome of these assertions made against us. Any of these types of claims, regardless of the merits, could subject
us to significant costs to defend or resolve such claims and may consume a substantial portion of management’s time and attention. As aresult of these claims, we may be required to:••••

pay significant monetary damages, fines, royalties, or penalties;
enter into license or settlement agreements covering such intellectual property rights;
make material changes to or redesign our products and/or manufacturing processes; and/or
cease manufacturing, having made, selling, offering for sale, importing, marketing, or using products and/or manufacturing processes
in certain jurisdictions.

We may not be able to take any of the actions described above on commercially reasonable terms and any of the foregoing results could
have a material adverse effect on our business, results of operations, or financial condition. See “Part I. Financial Information – Item 1.
Financial Statements – Notes to Consolidated Financial Statements – Contingencies.”
We have a number of intellectual property license agreements. Some of these license agreements require us to make one-time or periodic
payments. We may need to obtain additional licenses or renew existing license agreements in the future. We are unable to predict whether
these license agreements can be obtained or renewed on terms acceptable to us. The failure to obtain or renew licenses as necessary could
have a material adverse effect on our business, results of operations, or financial condition.

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Risks Related to Laws and Regulations
Government actions and regulations, such as export restrictions, tariffs, and trade protection measures, may limit our ability to sell
our products to certain customers or markets, or could otherwise restrict our ability to conduct operations.
International trade disputes, geopolitical tensions, and military conflicts have led, and continue to lead, to new and increasing export
restrictions, trade barriers, tariffs, and other trade measures that can increase our manufacturing costs, make our products less competitive,
reduce demand for our products, limit our ability to sell to certain customers or markets, limit our ability to procure, or increase our costs for,components or raw materials, impede or slow the movement of our goods across borders, impede our ability to perform R&D activities, orotherwise restrict our ability to conduct operations. Increasing protectionism, economic nationalism, and national security concerns may leadto further changes in trade policy, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell
our products in, or restrict our access to, some markets and/or customers. For example, following the May 21, 2023 conclusion of its
cybersecurity review of our products sold in China, the CAC determined that critical information infrastructure operators in China cannot
purchase Micron products, which we expect will negatively impact our revenue with companies headquartered in mainland China and Hong
Kong, including direct sales as well as indirect sales through distributors. Some revenue with customers headquartered outside of China
could also be impacted. As we try to mitigate possible impacts due to the CAC decision, revenue may come at lower prices or gross margins
due to product or customer mix changes, which may impact our business results. Further actions by China could impact additional revenue
inside or outside China, or our operations in China, or our ability to ship products to our customers, any of which could have a material
adverse effect on our business, results of operations, or financial condition.
We cannot predict what further actions may ultimately be taken with respect to export regulations, tariffs, or other trade regulations between
the United States and other countries, what products or companies may be subject to such actions, or what actions may be taken by othercountries in retaliation. Further changes in trade policy, tariffs, restrictions on exports or other trade barriers, or restrictions on supplies,
equipment, and raw materials including rare earth minerals, may limit our ability to produce products, increase our selling and/or
manufacturing costs, decrease margins, reduce the competitiveness of our products, or inhibit our ability to sell products or purchasenecessary equipment and supplies. Such changes may also result in reputational harm to us, the development or adoption of technologies
that compete with our products, long-term changes in global trade and technology supply chains, or negative impacts on our customers’
products which incorporate our solutions. Any of the effects described in this risk factor could have a material adverse effect on our business,
results of operations, or financial condition.
The technology industry is subject to intense media, political, and regulatory scrutiny, which can increase our exposure to government
investigations, legal actions, and penalties. Although we have policies, controls, and procedures designed to help ensure compliance withapplicable laws, there can be no assurance that our employees, contractors, suppliers, or agents will not violate such laws or our policies.
Violations of trade laws, restrictions, or regulations can result in fines; criminal sanctions against us or our officers, directors, or employees;
prohibitions on the conduct of our business; and damage to our reputation.
Tax-related matters could have a material adverse effect on our business, results of operations, or financial condition.
We are subject to income taxes in the United States and many foreign jurisdictions. Our provision for income taxes and cash tax liabilities in
the future could be adversely affected by numerous factors, including changes in the geographic mix of our earnings among jurisdictions,mandatory capitalization of R&D expenses beginning in 2023, challenges by tax authorities to our tax positions and intercompany transfer
pricing arrangements, failure to meet performance obligations with respect to tax incentive agreements, expanding our operations in various
countries, fluctuations in foreign currency exchange rates, adverse resolution of audits and examinations of previously filed tax returns, andchanges in tax laws and regulations.

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Changes to income tax laws and regulations, or the interpretation of such laws, in any of the jurisdictions in which we operate could
significantly increase our effective tax rate and ultimately reduce our cash flows from operating activities and otherwise have a material
adverse effect on our financial condition. Beginning in 2024, the Inflation Reduction Act of 2022 imposes a 15% book minimum tax on
corporations with three-year average annual adjusted financial statement income exceeding $1 billion. The impact of this tax will depend on
our facts in each year, anticipated guidance from the U.S. Department of the Treasury, and other developing global tax legislation. We are in
the process of assessing whether the book minimum tax would impact our effective tax rate. Further changes in the tax laws of foreign
jurisdictions could arise as a result of the base erosion and profit shifting project undertaken by the Organisation for Economic Co-operation
and Development (“OECD”). In December 2022, the European Union (“EU”) member states reached an agreement to implement theminimum tax component (“Pillar Two”) of the OECD’s tax reform initiative. The directive is expected to be enacted into the national law of the
EU member states by December 31, 2023. If similar directives under Pillar Two are adopted by taxing authorities in other countries where we
do business, such changes could have a material adverse effect on our business, results of operations, or financial condition.
We and others are subject to a variety of laws, regulations, or industry standards, including with respect to ESG considerations,which may have a material adverse effect on our business, results of operations, or financial condition.
The manufacture of our products requires the use of facilities, equipment, and materials that are subject to a broad array of laws andregulations in numerous jurisdictions in which we operate. Additionally, we are subject to a variety of other laws and regulations relative to theconstruction, maintenance, and operations of our facilities. Any changes in laws, regulations, or industry standards could cause us to incur
additional direct costs, as well as increased indirect costs related to our relationships with our customers and suppliers, and otherwise harm
our operations and financial condition. Any failure to comply with laws, regulations, or industry standards could adversely impact our
reputation and our financial results. Additionally, we engage various third parties as sales channel partners or to represent us or otherwise act
on our behalf who are also subject to a broad array of laws, regulations, and industry standards. Our engagement with these third parties
may also expose us to risks associated with their respective compliance with laws and regulations.
New ESG considerations, including those related to climate change and the potential resulting environmental impact, may result in new laws,
regulations, or industry standards that may affect us, our suppliers, and our customers. Such laws, regulations, or industry standards could
cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers, suppliers, or bothincurring additional compliance costs that are passed on to us. These costs may adversely impact our results of operations and financial
condition.
As a result of the items detailed in this risk factor, we could experience the following:
•
•
•
•
•
•

suspension of production or sales of our products;
remediation costs;
increased compliance costs;
alteration of our manufacturing processes;
regulatory penalties, fines, and legal liabilities; andreputational challenges.

Compliance with, or our failure, or the failure of our third-party sales channel partners or agents, to comply with, laws, regulations, or industry
standards could have a material adverse effect on our business, results of operations, or financial condition.

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Risks Related to Capitalization and Financial Markets
We may be unable to generate sufficient cash flows or obtain access to external financing necessary to fund our operations, makescheduled debt payments, pay our dividend, and make adequate capital investments.
Our cash flows from operations depend primarily on the volume of semiconductor memory and storage products sold, average selling prices,and manufacturing costs. To develop new product and process technology, support future growth, achieve operating efficiencies, andmaintain product quality, we must make significant capital investments in manufacturing technology, capital equipment, facilities, R&D, andproduct and process technology. We estimate capital expenditures in 2023 for property, plant, and equipment, net of partner contributions,will be approximately $7.0 billion.
In the past, we have utilized external sources of financing when needed. As a result of our debt levels, expected debt amortization, prevailinginterest rates, and general capital market and other economic conditions, it may be difficult for us to obtain financing on terms acceptable tous or at all. We have experienced volatility in our cash flows and operating results and we expect to continue to experience such volatility inthe future, which may negatively affect our credit rating. Our credit rating may also be affected by our liquidity, financial results, economic risk,
or other factors, which may increase the cost of future borrowings and make it difficult for us to obtain financing on terms acceptable to us orat all. There can be no assurance that we will be able to generate sufficient cash flows, access capital or credit markets, or find other sourcesof financing to fund our operations, make debt payments, refinance our debt, pay our quarterly dividend, and make adequate capital
investments to remain competitive in terms of technology development and cost efficiency. Our inability to do any of the foregoing could havea material adverse effect on our business, results of operations, or financial condition.
Debt obligations could adversely affect our financial condition.
We have incurred in the past, and expect to incur in the future, debt to finance our capital investments, business acquisitions, and to realignour capital structure. As of June 1, 2023, we had debt with a carrying value of $13.25 billion and may incur additional debt, including under
our $2.50 billion Revolving Credit Facility. Our debt obligations could adversely impact us as follows:
•
•
•
•
•
•
•

require us to use a large portion of our cash flow to pay principal and interest on debt, which will reduce the amount of cash flow
available to fund our business activities;
adversely impact our credit rating, which could increase future borrowing costs;
limit our future ability to raise funds for capital expenditures, strategic acquisitions or business opportunities, R&D, and other general
corporate requirements;
restrict our ability to incur specified indebtedness, create or incur certain liens, and enter into sale-leaseback financing transactions;increase our vulnerability to adverse economic and industry conditions;increase our exposure to rising interest rates from variable rate indebtedness; andresult in certain of our debt instruments becoming immediately due and payable or being deemed to be in default if applicable crossdefault, cross-acceleration and/or similar provisions are triggered.

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Our ability to meet our payment obligations under our debt instruments depends on our ability to generate significant cash flows or obtain
external financing in the future. This, to some extent, is subject to market, economic, financial, competitive, legislative, and regulatory factors
as well as other factors that are beyond our control. There can be no assurance that our business will generate cash flow from operations, orthat additional capital will be available to us, in amounts sufficient to enable us to meet our debt payment obligations and to fund otherliquidity needs. Additionally, events and circumstances may occur which would cause us to not be able to satisfy applicable draw-down
conditions and utilize our Revolving Credit Facility. In light of industry conditions, in the second quarter of 2023, we amended the financial
covenants in our Revolving Credit Facility and term loan agreements. See “Part I. Financial Information - Item 1. Financial Statements –Notes to Consolidated Financial Statements – Debt.” If we are unable to generate sufficient cash flows to service our debt payment
obligations or satisfy our debt covenants, we may need to refinance, restructure, or amend the terms of our debt, sell assets, reduce or delay
capital investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, we may be unable tomeet our debt payment obligations, which could have a material adverse effect on our business, results of operations, or financial condition.
Changes in foreign currency exchange rates could materially adversely affect our business, results of operations, or financial
condition.
Across our global operations, significant transactions and balances are denominated in currencies other than the U.S. dollar (our reporting
currency), primarily the euro, Malaysian ringgit, Singapore dollar, New Taiwan dollar, and yen. In addition, a significant portion of ourmanufacturing costs are denominated in foreign currencies. Exchange rates for some of these currencies against the U.S. dollar have beenvolatile and may be volatile in future periods. If these currencies strengthen against the U.S. dollar, our manufacturing costs could
significantly increase. Exchange rates for the U.S. dollar that adversely change against our foreign currency exposures could have a material
adverse effect on our business, results of operations, or financial condition.
We are subject to counterparty default risks.
We have numerous arrangements with financial institutions that subject us to counterparty default risks, including cash deposits,
investments, and derivative instruments. Additionally, we are subject to counterparty default risk from our customers for amounts receivablefrom them. As a result, we are subject to the risk that the counterparty will default on its performance obligations. A counterparty may notcomply with its contractual commitments which could then lead to its defaulting on its obligations with little or no notice to us, which could limit
our ability to mitigate our exposure. Additionally, our ability to mitigate our exposures may be constrained by the terms of our contractual
arrangements or because market conditions prevent us from taking effective action. If one of our counterparties becomes insolvent or files forbankruptcy, our ability to recover any losses suffered as a result of that counterparty’s default may be limited by the liquidity of thecounterparty or the applicable laws governing the bankruptcy proceedings. In the event of such default, we could incur significant losses,
which could have a material adverse effect on our business, results of operations, or financial condition.
The trading price of our common stock has been and may continue to be volatile.
Our common stock has experienced substantial price volatility in the past and may continue to do so in the future. Additionally, we, thetechnology industry, and the stock market as a whole have on occasion experienced extreme stock price and volume fluctuations that haveaffected stock prices in ways that may have been unrelated to the specific operating performance of individual companies. The trading priceof our common stock may fluctuate widely due to various factors, including, but not limited to, actual or anticipated fluctuations in our financial
condition and operating results, changes in financial forecasts or estimates by us or financial or other market estimates and ratings by
securities and other analysts, changes in our capital structure, including issuance of additional debt or equity to the public, interest ratechanges, regulatory changes, news regarding our products or products of our competitors, and broad market and industry fluctuations.
For these reasons, investors should not rely on recent or historical trends to predict future trading prices of our common stock, financial
condition, results of operations, or cash flows. Investors in our common stock may not realize any return on their investment in us and may
lose some or all of their investment. Volatility in the trading price of our common stock could also result in the filing of securities class action
litigation matters, which could result in substantial costs and the diversion of management time and resources.

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The amount and frequency of our share repurchases may fluctuate, and we cannot guarantee that we will fully consummate ourshare repurchase authorization, or that it will enhance long-term shareholder value. Share repurchases could also increase thevolatility of the trading price of our stock and will diminish our cash reserves.
The amount, frequency, and execution of our share repurchases pursuant to our share repurchase authorization may fluctuate based on ouroperating results, cash flows, and priorities for the use of cash for other purposes. Our expenditures for share repurchases were $2.43 billion
in 2022, $1.20 billion in 2021, $176 million in 2020, and $2.66 billion in 2019. These other purposes include, but are not limited to, operational
spending, capital spending, acquisitions, and repayment of debt. Other factors, including changes in tax laws, could also impact our share
repurchases. Although our Board of Directors has authorized share repurchases of up to $10 billion of our outstanding common stock, theauthorization does not obligate us to repurchase any common stock.
We cannot guarantee that our share repurchase authorization will be fully consummated or that it will enhance long-term shareholder value.
The repurchase authorization could affect the trading price of our stock and increase volatility, and any announcement of a pause in, or
termination of, this program may result in a decrease in the trading price of our stock. In addition, this program will diminish our cash
reserves.
There can be no assurance that we will continue to declare cash dividends in any particular amounts or at all.
Our Board of Directors has adopted a dividend policy pursuant to which we currently pay a cash dividend on our common shares on aquarterly basis. The declaration and payment of any dividend is subject to the approval of our Board of Directors and our dividend may bediscontinued or reduced at any time. There can be no assurance that we will declare cash dividends in the future in any particular amounts,
or at all.
Future dividends, if any, and their timing and amount, may be affected by, among other factors: our financial condition, results of operations,capital requirements, business conditions, debt service obligations, contractual restrictions, industry practice, legal requirements, regulatory
constraints, and other factors that our Board of Directors may deem relevant. A reduction in or elimination of our dividend payments could
have a negative effect on the trading price of our stock.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSIn May 2018, we announced that our Board of Directors authorized the discretionary repurchase of up to $10 billion of our outstanding
common stock through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant toRule 10b5-1 trading plans. The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and issubject to market conditions and our ongoing determination of the best use of available cash. During the quarter ended June 1, 2023, we did
not repurchase any common stock under the authorization and as of June 1, 2023, $3.11 billion of the authorization remained available forthe repurchase of our common stock.
Shares of common stock withheld as payment of withholding taxes and exercise prices in connection with the vesting or exercise of equity
awards are also treated as common stock repurchases. Those withheld shares of common stock are not required to be disclosed under Item
703 of Regulation S-K and accordingly are excluded from this Item 2.

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ITEM 6. EXHIBITS
Exhibit
Number
4.1

4.2
4.3
4.4
10.1
10.2
31.1
31.2
32.1
32.2
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104

Filed
Description of Exhibit
Herewith
Indenture, dated February 6, 2019, by and between Micron
Technology, Inc. and U.S. Bank Trust Company, National
Association (as successor in interest to U.S. Bank National
Association), as Trustee
Seventh Supplemental Indenture, dated as of April 11, 2023, by andbetween Micron Technology, Inc. and U.S. Bank Trust Company,
National Association, as Trustee
Form of Note for Micron Technology, Inc.’s 5.375% Senior Notes
due 2028
Form of Note for Micron Technology, Inc.’s 5.875% Senior Notes
due 2033
Amendment No. 2 to Credit Agreement, dated as of June 7, 2023, X
by HSBC Bank USA, National Association, as administrative agent
Amendment No. 2 to Term Loan Credit Agreement, dated as of June X
7, 2023, by Wells Fargo Bank, National Association, as
administrative agent
Rule 13a-14(a) Certification of Chief Executive Officer
X
Rule 13a-14(a) Certification of Chief Financial Officer
X
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350 X
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350
X
Inline XBRL Instance Document - the instance document does not X
appear in the Interactive Data File because its XBRL tags areembedded within the Inline XBRL document
Inline XBRL Taxonomy Extension Schema Document
X
Inline XBRL Taxonomy Extension Calculation Linkbase Document X
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
Inline XBRL Taxonomy Extension Label Linkbase Document
X
Inline XBRL Taxonomy Extension Presentation Linkbase Document X
Cover Page Interactive Data File (formatted as Inline XBRL andX
contained in Exhibit 101)

64 | 2023 Q3 10-Q

Exhibit/Appendix
4.1

FilingDate
2/6/198-K

4.2

4/11/23

8-K

4.3

4/11/23

8-K

4.4

4/11/23

Form
8-K

PeriodEndingTable of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Micron Technology, Inc.
(Registrant)

Date:

June 29, 2023

By:/s/ Mark MurphyMark Murphy
Executive Vice President and Chief Financial Officer(Principal Financial Officer)/s/ Scott Allen
Scott Allen
Corporate Vice President and Chief Accounting Officer(Principal Accounting Officer)

65

EXHIBIT 10.1
EXECUTION VERSIONAMENDMENT NO. 2 TO CREDIT AGREEMENTAMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 7, 2023 (this “Amendment”) by HSBC Bank USA,
National Association, as administrative agent under the Existing Credit Agreement (as defined below) (in such capacity andincluding any successors in such capacity, the “Administrative Agent”).
WITNESSETH:
WHEREAS, reference is hereby made to the Credit Agreement, dated as of May 14, 2021 (as amended by
Amendment No. 1 to Credit Agreement, dated as of March 27, 2023 and as further amended, restated, amended and restated,
supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and as further
amended by this Amendment, the “Amended Credit Agreement”), among Micron Technology, Inc. (the “Borrower”), theAdministrative Agent, the other agents party thereto and each of the financial institutions from time to time party thereto;
WHEREAS, certain loans, commitments or other extensions of credit under the Existing Credit Agreement bear or are
permitted to bear interest, or incur or are permitted to incur fees, commissions or other amounts, based on the London Interbank
Offered Rate as administered by the ICE Benchmark Administration (“LIBOR”) in accordance with the terms of the Existing
Credit Agreement;
WHEREAS, a Benchmark Transition Event (as defined in the Existing Credit Agreement) has occurred with respect to
LIBOR and LIBOR will be replaced with an alternative benchmark rate for purposes of the Existing Credit Agreement on the
Benchmark Replacement Date (as defined in the Existing Credit Agreement) in accordance with the benchmark replacement
provisions set forth in the Existing Credit Agreement, and pursuant thereto the Administrative Agent is exercising its right tomake certain Benchmark Replacement Conforming Changes (as defined in the Existing Credit Agreement) in connection with
the implementation of the applicable benchmark replacement as set forth herein, without any further action or consent of any
other party; andWHEREAS, the amendments and modifications set forth in this Amendment constitute Benchmark Replacement
Conforming Changes (as defined in the Existing Credit Agreement) for purposes of the Existing Credit Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the following shall be effective:
Article I.

Amendment.

Section 1.01
Notwithstanding anything to the contrary contained in the Existing Credit Agreement or in any other Loan
Document, the Existing Credit Agreement is hereby amended and modified to give effect to the provisions set forth on Exhibit A
hereto on and as of July 1, 2023 (the “Amendment No. 2 Effective Date”).

Section 1.02 Exhibit B. Exhibit B to the Existing Credit Agreement is hereby deleted in its entirety and replaced with Exhibit B
attached as Exhibit B.
Section 1.03 Exhibit F. Exhibit F to the Existing Credit Agreement is hereby deleted in its entirety and replaced with Exhibit F
attached as Exhibit C.
Article II.
Notice. To the extent that the Administrative Agent is required (pursuant to any Loan Document or otherwise) to
provide notice to the Borrower, any Lender or any other party party to the Existing Credit Agreement of (i) a Benchmark
Transition Event (as defined in the Existing Credit Agreement) with respect to LIBOR, (ii) a Benchmark Replacement Date (asdefined in the Existing Credit Agreement), (iii) the implementation of Term SOFR as a Benchmark Replacement (as defined in
the Existing Credit Agreement) or (iv) any Benchmark Replacement Conforming Changes (as defined in the Existing Credit
Agreement) in connection with the adoption and implementation of Term SOFR or the use and administration thereof, thisAmendment shall constitute such notice.
Article III.

Miscellaneous.

Section 3.01 Survival. Except as expressly provided in this Amendment, all of the terms, provisions, covenants, agreements,
representations and warranties and conditions of the Existing Credit Agreement and the other Loan Documents shall be andremain in full force and effect as written, unmodified hereby. In the event of any conflict between the terms, provisions,covenants, representations and warranties and conditions of this Amendment, on the one hand, and the Existing Credit
Agreement or any other applicable Loan Document, on the other hand, this Amendment shall control.
Section 3.02 Severability. Any term or provision of this Amendment that is invalid, illegal or unenforceable in any jurisdiction
shall, solely as to that jurisdiction, be ineffective solely to the extent of such invalidity, illegality or unenforceability without
rendering invalid, illegal or unenforceable the remaining terms and provisions of this Amendment or affecting the validity, legality
or enforceability of any of the terms or provisions of this Amendment in any other jurisdiction. If any provision of this Amendment
is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.
Section 3.03 Governing Law. This Amendment and any claims, controversy, dispute or cause of action (whether in contract or
tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall begoverned by, and construed in accordance with, the laws of the jurisdiction that governs the Existing Credit Agreement inaccordance with the terms thereof.
Section 3.04
Submission To Jurisdiction; Waivers. Reference is hereby made to Section 9.12 of the Amended Credit
Agreement, the provisions of which are hereby incorporated by reference in this Amendment as if fully set forth herein.
Section 3.05 Entire Agreement; Capitalized Terms. This Amendment and the Existing Credit Agreement (as amended hereby)
constitute the entire agreement among the parties to the Existing Credit Agreement with respect to the subject matter hereof andsupersede all other prior agreements and understandings, both written and verbal, among such parties or any of them withrespect to the subject matter hereof. Any exhibits or annexes attached hereto (including, without limitation, Exhibit A) are hereby
incorporated herein by reference and made apart hereof. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in Exhibit A attachedhereto.
Section 3.06 Binding Effect, Beneficiaries. This Amendment shall be binding upon and inure to the benefit of the parties to the
Existing Credit Agreement and each other applicable Loan Document and their respective heirs, executors, administrators,
successors, legal representatives and assigns, and no other party shall derive any rights or benefits herefrom.
Section 3.07
Construction. This Amendment shall be construed without regard to any presumption or other rule requiringconstruction against the party drafting this Amendment.
Section 3.08 Notices. All notices relating to this Amendment shall be delivered in the manner and subject to the provisions set
forth in the Existing Credit Agreement.
Section 3.09 Electronic Execution. Delivery of an executed counterpart of a signature page of this Amendment by facsimile orin electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment. The
words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic
signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
Section 3.10 Headings. Article and Section headings used herein are for convenience of reference only, are not part of thisAmendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
Section 3.11 Reference to and Effect on the Existing Credit Agreement. On and after the Amendment No. 2 Effective Date,each reference in the Existing Credit Agreement and the use therein of “hereunder”, “herein” or words of like import referring to
the Existing Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement” and the use therein of“thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement, shall, in each case, mean and be areference to the Existing Credit Agreement as amended by this Amendment. Except as specifically amended by thisAmendment, the Existing Credit Agreement and the other Loan Documents shall remain in full force and effect (with the samepriority, as applicable) and are hereby ratified and confirmed and this Amendment shall not be considered a novation. The
execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiverof any right, power or remedy of the Administrative Agent or any Lender or any other party under, the Existing Credit Agreement
as amended by this Amendment or otherwise. This Amendment shall be deemed to be a Loan Document.
Section 3.12
Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in the Existing Credit
Agreement, the interest on any Loans (outstanding as of the Amendment No. 2 Effective Date) will continue to be determined byreference to the LIBOR provisions that apply prior to the Amendment No. 2 Effective Date, until the end of the then current
Interest Period (as defined in the Existing Credit Agreement as in existence prior to giving effect to this Amendment) on such
Loans, and after the Amendment No. 2 Effective Date interest shall be determined after giving effect to this Amendment.
[Signature Page Follows]IN WITNESS WHEREOF, the Administrative Agent has caused this Amendment to be duly executed as of thedate first above written.
as Administrative Agent

HSBC BANK USA, NATIONAL ASSOCIATION,

By: /s/ Daniel Gonzalez
Name: Daniel Gonzalez
Title: Vice President[Signature Page to Amendment No. 2 to Credit Agreement]

EXHIBIT A
Amended Credit Agreement[Attached]Conformed through Amendment No. 1 to Credit Agreement, dated as of March 27, 2023
and Amendment No. 2 to Credit Agreement, dated as of June 7, 2023

CREDIT AGREEMENT
among
MICRON TECHNOLOGY, INC.,
as BorrowerandTHE LENDERS PARTY HERETO,
andHSBC BANK USA, NATIONAL ASSOCIATION,
as Administrative Agent
Dated as of May 14, 2021
as amended by the Amendment No. 1 to Credit Agreement, dated as of March 27, 2023 and Amendment No. 2 toCredit Agreement, dated as of June 7, 2023
HSBC SECURITIES (USA) INC.
as Sole Bookrunner
HSBC SECURITIES (USA) INC.,
BNP PARIBAS SECURITIES CORP.,
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,DBS BANK LTD.,
INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,MIZUHO BANK, LTD.,
MUFG BANK, LTD.,
andWELLS FARGO SECURITIES, LLC
as Joint Lead Arrangers
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
as Sustainability Structuring AgentTABLE OF CONTENTS

Section 1 Definitions...............1
1.1. Defined Terms...............1
1.2. Other Definitional Provisions...............31
1.3. Delivery of Notices...............32
1.4. Divisions...............32
Section 2 The Credits...............32
2.1. Revolving Commitments...............32
2.2. Revolving Loans and Borrowing...............32
2.3. Requests for Revolving Borrowings...............33
2.4. Documentary Credits...............33
2.5. Funding of Revolving Borrowings...............37
2.6. Termination and Reduction of Revolving Commitments...............38
2.7. Repayment of Loans; Evidence of Debt...............38
2.8. Interest Rates and Payment Dates...............39
2.9. Computation of Interest and Fees...............39
2.10. Benchmark Replacement Setting...............40
2.11. Prepayment of Loans...............422.12. Conversion and Continuation Options...............422.13. Limitations on EurodollarSOFR Tranches...............43
2.14. Pro Rata Treatment, etc...............43
2.15. Requirements of Law................44
2.16. Taxes...............45
2.17. Indemnity...............48
2.18. Change of Lending Office...............49
2.19. Fees...............49
2.20. Nature of Fees...............50
2.21. Incremental Revolving Facilities...............50
2.22. Replacement of Lenders...............51
2.23. Extensions of Commitments...............52
2.24. Defaulting Lenders...............53
2.25. Sustainability Adjustments...............54
Section 3 Representations and Warranties...............56
3.1. Existence; Compliance with Law................56
3.2. Power; Authorizations; Enforceable Obligations...............57
3.3. No Legal Bar...............57
3.4. Accuracy of Information...............57
3.5. No Material Adverse Effect...............57
3.6. Title to Assets; Liens...............57
3.7. Intellectual Property...............58

3.8. Use of Proceeds...............58
3.9. Litigation...............58
3.10. Federal Reserve Regulations...............58
3.11. Solvency...............58
3.12. Taxes...............58
3.13. ERISA................58
3.14. Environmental Matters; Hazardous Material...............59
3.15. Investment Company Act; Other Regulations...............59
3.16. Labor Matters...............59
3.17. Anti-Corruption Laws and Sanctions...............59
3.18. Affected Financial Institutions...............59
3.19. Disclosure...............59
3.20. ERISA Event...............59
Section 4 Conditions Precedent................60
4.1. Conditions to the Closing Date...............60
4.2. Each Credit Event...............61
Section 5 Affirmative Covenants...............61
5.1. Financial Statements, etc...............61
5.2. Compliance Certificate; Reporting...............61
5.3. Maintenance of Existence...............62
5.4. Maintenance of Insurance...............62
5.5. Use of Proceeds and Documentary Credits...............62
5.6. Compliance with Laws...............63
5.7. Designation of Subsidiaries...............63
Section 6 Negative Covenants...............63
6.1. Limitation on Indebtedness...............63
6.2. Limitation on Liens...............64
6.3. Merger, Consolidation, or Sale of Assets...............65
6.4. Limitation on Sale and Leaseback Transactions...............65
6.5. Anti-Corruption Laws and Sanctions...............66
6.6. Financial Covenant...............66
Section 7 Events of Default................67
7.1. Events of Default...............67
Section 8 The Agents...............69
8.1. Appointment 69
8.2. Delegation of Duties...............69
8.3. Exculpatory Provisions...............69
8.4. Reliance by the Administrative Agent...............70
8.5. Notice of Default...............70
8.6. Non-Reliance on the Agent and Other Lenders...............71
8.7. Indemnification...............71

8.8. Agent and Sustainability Structuring Agent in Their Individual Capacity...............72
8.9. Successor Administrative Agent...............72
8.10. Successor Sustainability Structuring Agent...............72
8.11. Payments...............73
8.12. Other Terms...............74
8.13. Enforcement by the Administrative Agent...............75
8.14. Withholding Tax...............75
8.15. Certain ERISA Matters...............75
Section 9 Miscellaneous...............76
9.1. Amendments and Waivers...............76
9.2. Notices...............78
9.3. No Waiver; Cumulative Remedies...............80
9.4. Survival of Representations and Warranties...............80
9.5. Payment of Expenses...............80
9.6. Successors and Assigns; Participations...............81
9.7. Adjustments; Setoff...............84
9.8. Counterparts...............85
9.9. Severability...............85
9.10. Integration...............85
9.11. GOVERNING LAW.................86
9.12. Submission To Jurisdiction; Waivers...............86
9.13. Acknowledgements...............86
9.14. Guarantors; Release of Guarantors...............86
9.15. Confidentiality...............87
9.16. WAIVERS OF JURY TRIAL...............88
9.17. Patriot Act...............88
9.18. No Fiduciary Duty...............89
9.19. Acknowledgement and Consent to Bail-In of Affected Financial Institutions...............89
9.20. Interest Rate Limitations...............90
9.21. Existing Credit Agreement...............90
SCHEDULES
Schedule 1.1
Schedule 1.2
Schedule 1.3
EXHIBITS
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E-1

Revolving Commitment Amounts
Unrestricted Subsidiaries
Sustainability Performance Thresholds

Form of Closing Certificate for the Borrower
Form of Borrowing Request
Form of Compliance Certificate
Form of Assignment and Acceptance
Form of United States Tax Compliance Certificate (For Non-U.S.

Exhibit E-2
Exhibit E-3
Exhibit E-4
Exhibit F
Exhibit G
Exhibit H

Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Form of United States Tax Compliance Certificate (For Non-U.S.
Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Form of United States Tax Compliance Certificate (For Non-U.S.
Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Form of United States Tax Compliance Certificate (For Non-U.S.
Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Form of Notice of Continuation/Conversion
Form of Acceptance and Prepayment NoticeForm of Sustainability Pricing Certificate

THIS CREDIT AGREEMENT, dated as of May 14, 2021, among MICRON TECHNOLOGY, INC., a Delaware
corporation (the “Borrower”), HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”), as administrative agent (insuch capacity and including any successors in such capacity, the “Administrative Agent” or the “Agent”), the otheragents party hereto and each of the financial institutions from time to time party hereto (collectively, the “Lenders”).
W I T N E S S E T H:
WHEREAS, the Borrower intends to use the Loans (as defined below) for general corporate purposes.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1_____
Definitions
1.1.

Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:“2018 GHG Emissions Intensity Baseline”: (a) the sum of the Borrower and its Subsidiaries’ (i) total Scope 1
Emissions plus (ii) Scope 2 Emissions for the calendar year ended December 31, 2018 divided by (b) production
units for the calendar year ended December 31, 2018.
“Administrative Agent”: the meaning set forth in the preamble to this Agreement.
“Adjusted Term SOFR”: for purposes of any calculation, the rate per annum equal to (a) Term SOFR for suchcalculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever beless than the Floor, then Adjusted Term SOFR shall be deemed to be equal to the Floor for purposes of thisAgreement.
“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate”: as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or isunder common control with, such Person. For purposes of this definition, “control” of a Person means the power,
directly or indirectly, to direct or cause the direction of the management and policies of such Person whether throughthe ownership of voting securities, by contract or otherwise.
“Agent”: the meaning set forth in the preamble to this Agreement.
“Agreement”: this Credit Agreement, as the same may be amended, restated, amended and restated,
supplemented or otherwise modified from time to time.

“Amendment No. 2”: that certain Amendment No. 2 to Credit Agreement, dated as of June 7, 2023 by the
Administrative Agent.
“Amendment No. 2 Effective Date”: the meaning set forth in Amendment No. 2.
“Anti-Corruption Laws”: means all laws, rules and regulations of any jurisdiction applicable to the Borrower or
any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation,
the Foreign Corrupt Practices Act of 1977, as amended.
“Applicable Margin”: with respect to the Revolving Loans, for any day, with respect to any EurodollarSOFR
Loan or any Base Rate Loan, as the case may be, the applicable rate per annum set forth below under the caption“EurodollarAdjusted Term SOFR Spread” or “Base Rate Spread”, as the case may be, corresponding to theapplicable Corporate Ratings from the Rating Agencies on such date:
Pricing Level:

Corporate Ratings:

Base Rate Spread≥ BBB+ / Baa1 / BBB
BBB / Baa2 / BBB

EurodollarAdjusted Term
SOFR Spread
1.00%
1.125%

Level 1
Level 2
Level 3
Level 4

BBB- / Baa3 / BBBBB+ / Ba1 / BB+

1.25%
1.50%

0.25%
0.50%

Level 5

≤ BB / Ba2 / BB

1.75%

0.75%

0.00%
0.125%

For purposes of the foregoing, (i) if only one Corporate Rating is in effect, the Applicable Margin shall be
determined by reference to such available Corporate Rating, (i) if two or three Corporate Ratings are in effect, theApplicable Margin shall be determined by reference to the highest of the two or three, as applicable, Corporate
Ratings unless the other Corporate Rating(s) are more than one notch lower than the highest Corporate Rating, inwhich case, the Applicable Margin shall be one notch lower than such highest Corporate Rating; (iii) if no Corporate
Rating is in effect, the Applicable Margin shall be Level 5; and (iv) if the Corporate Ratings established by the relevant
Rating Agencies shall be changed (other than as a result of a change in the rating system of any relevant Rating
Agency), such change shall be effective as of the date on which it is first announced by the applicable rating agency,
irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent.
Within five Business Days of any change in a Corporate Rating, the Borrower shall use reasonable best efforts to
notify Administrative Agent in writing (which may be by facsimile or email transmission) of such new Corporate Rating
and the date of such change.

Each change in the Applicable Margin shall apply during the period commencing on the effective date of suchchange and ending on the date immediately preceding the effective date of the next Corporate Rating change.
Subject to Section 2.25(d), the Applicable Margin shall be adjusted on each Sustainability Adjustment Datebased upon the Sustainability Margin Adjustment (to be calculated and applied as set forth in the definition thereof
and in Section 2.25(a)); provided that in no event shall the Applicable Margin be less than 0.00%.
“Approved Electronic Communication”: any notice, demand, communication, information, document or othermaterial that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions
contemplated therein which is distributed to the Agent or to the Lenders by means of electronic communications
pursuant to Section 9.2(b).
“Approved Fund”: as defined in Section 9.6(b)(ii).
“Arranger”: each of the Joint Lead Arrangers.
“Assignee”: as defined in Section 9.6(b)(i).
“Assignment and Acceptance”: an assignment and acceptance entered into by a Lender and an Assignee andaccepted by the Administrative Agent to the extent required pursuant to Section 9.6, substantially in the form ofExhibit D hereto.
“Attributable Debt”: in connection with a sale and lease-back transaction the lesser of: (1) the fair value of theassets subject to such transaction, as determined in good faith by a Responsible Officer of the Borrower; and (2) the
present value of the minimum rental payments called for during the terms of the lease (including any period for whichsuch lease has been extended), determined in accordance with GAAP, discounted at a rate that, at the inception of
the lease, the lessee would have incurred to borrow over a similar term the funds necessary to purchase the leased
assets.
“Available Unused Commitments”: as of the date of determination thereof, the aggregate amount by which (a)the aggregate amount of commitments under revolving credit facilities and revolving lines of credit of the Borrower
and its Consolidated Subsidiaries exceeds (b) the aggregate principal amount of outstanding loans and advances
under such revolving credit facilities and revolving lines of credit.
“Availability Period”: the period from and including the Closing Date to but excluding the earlier of the
Revolving Maturity Date and the date of termination of the Revolving Commitments.
“Available Tenor”: as of any date of determination and with respect to the then-current Benchmark, asapplicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or payment period for interest
calculated with reference to such Benchmark, as applicable,component thereof) that is or may be used for
determining the length of an Iinterest Pperiod pursuant to this Agreement or (y) otherwise, anypayment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be
used for determining any frequency of making payments of interest calculated with reference to such Benchmark
pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor forsuch Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.10(e).
“Bail-In Action”: 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”: (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, regulation,
rule 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 throughliquidation, administration or other insolvency proceedings).
“Bankruptcy Code”: the United States Bankruptcy Code, codified as Title 11, U.S. Code §101-1330, as
amended.
“Base Rate”: for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,(b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) Eurodollar RateAdjusted Term SOFR for a one monthInterest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%.
Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Eurodollar RateAdjusted
Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB
Rate or the Eurodollar RateAdjusted Term SOFR , respectively. If the Base Rate is being used as an alternate rate ofinterest pursuant to Section 2.10 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above andshall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as so
determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Base Rate Loans”: Loans the rate of interest applicable to which is based upon the Base Rate.
“Base Rate Revolving Borrowing”: a Borrowing of Revolving Loans that are Base Rate Loans.
“Benchmark”: initially, LIBORfollowing the Amendment No. 2 Effective Date, the Term SOFR Reference Rate;provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and itsand the related
Benchmark Replacement Date have occurred with respect to LIBORthe Term SOFR Reference Rate or the thencurrent Benchmark, then “Benchmark” means the applicable Benchmark Replacement

to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.10(b).
“Benchmark Replacement”: for any Available Tenor, the first alternative set forth in the order below that can be
determined by the Administrative Agent for the applicable Benchmark Replacement Date:(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;(21) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;(32) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the
Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due
consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism fordetermining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention
for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominatedsyndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;.
provided that, in the case of clause (1), the Unadjusted Benchmark Replacement is displayed on a screen orother information service that publishes such rate from time to time as selected by the Administrative Agent in its
reasonable discretion. If the Benchmark Replacement as determined pursuant to clause (1), or (2) or (3) above would
be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of thisAgreement and the other Loan Documents.
“Benchmark Replacement Adjustment”: with respect to any replacement of the then current Benchmark with an
Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such
Unadjusted Benchmark Replacement:(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set
forth in the order below that can be determined by the Administrative Agent:(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be
a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such
Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement ofsuch Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such
Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivativetransaction referencing theISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable
Corresponding Tenor; and(2)for purposes of clause (32) of the definition of “Benchmark Replacement,” the spread adjustment, or
method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving
due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or
determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date
and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for
calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement for U.S. dollar denominated syndicated credit facilities;
provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information
service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative
Agent in its reasonable discretion.
“Benchmark Replacement Conforming Changes”: with respect to any Benchmark Replacement and/or any
SOFR Loan, any technical, administrative or operational changes (including changes to the definition of “Base Rate,”the definition of “Business Day,” the definition of “U.S. Government Securities Business Day”, the definition of“Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing
requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage
provisions, and other technical, administrative or operational matters) that the Administrative Agent reasonably
decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and topermit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice(or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark
Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably
necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Replacement Date”: the earliest to occur of the following events with respect to the then-current
Benchmark:(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the dateof the public statement or publication of information referenced therein and (b) the date on which the administrator ofsuch Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases toprovide all Available Tenors of such Benchmark (or such component thereof); or(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the publicstatement or publication of information referenced therein; or(3) in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early
Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (NewYork City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to theLenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on thesame day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Datewill be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark
upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available
Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event”: with respect to any Benchmark, the occurrence of one or more of the following
events with respect to the then-current Benchmark:(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark(or the published component used in the calculation thereof) announcing that such administrator has ceased or willcease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that will continue toprovide any Available Tenor of such Benchmark (or such component thereof);(2) a public statement or publication of information by the regulatory supervisor for the administrator of such
Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal
Reserve Bank of New York, the Term SOFR Administrator, an insolvency official with jurisdiction over theadministrator for such Benchmark (or such component thereof), a resolution authority with jurisdiction over theadministrator for such Benchmark (or such component thereof) or a court or an entity with similar insolvency orresolution authority over the administrator for such Benchmark (or such component thereof), which states that theadministrator of such Benchmark (or such component thereof) has ceased or will cease to provide all Available
Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of suchstatement or publication, there is no successor administrator that will continue to provide any Available Tenor of such
Benchmark (or such component thereof); or(3) a public statement or publication of information by the regulatory supervisor for the administrator of such
Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such
Benchmark (or such component thereof) are no longer representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any
Benchmark if a public statement or publication of information set forth above has occurred with respect to each thencurrent Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period”: the period (if any) (x) beginning at the time that a Benchmark Replacement
Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has
replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance withthis Section titled “Benchmark Replacement Setting” and (y) ending at the time that a Benchmark Replacement has
replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with
Section 2.10.
“Beneficial Ownership Certification”: a certification regarding beneficial ownership as required by the Beneficial
Ownership Regulation.
“Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230.
“Benefit Plan”: any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject toTitle I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and(c) any Person whose assets include (for purposes of the Plan Asset Regulations 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”.
“Benefited Lender”: the meaning set forth in Section 9.7(a).
“Board of Directors”: the board of directors of the Borrower or any committee thereof duly authorized to act onbehalf of such board.
“Board of Governors”: the Board of Governors of the Federal Reserve System of the United States or any
Governmental Authority which succeeds to the powers and functions thereof.
“Borrower”: the meaning set forth in the preamble to this Agreement.
“Borrowing”: Loans of the same Type, made, converted or continued on the same date and, in the case ofEurodollarSOFR Loans, as to which a single Interest Period is in effect.
“Borrowing Date”: the Business Day specified in a Borrowing Request as a date on which the Borrower
requests the making of Loans hereunder.
“Borrowing Request”: a request by the Borrower for a Borrowing in accordance with Section 2.3, which shall be
substantially in the form of Exhibit B or any other form approved by the Administrative Agent.
“Business Day”: any day other than a Legal Holiday.; provided that, in addition to the foregoing, a BusinessDay shall be, in relation to a Loan referencing the Adjusted

Term SOFR any interest rate settings, fundings, disbursements, settlements or payments of any such Loansreferencing the Adjusted Term SOFR or any other dealings of such Loans referencing the Adjusted Term SOFR Rate,
any such day that is a U.S. Government Securities Business Day.
“Capital Stock”: any and all shares of stock of a corporation, partnership interests or other equivalent interests(however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive a share of
the profits and losses, and a distribution of assets, after liabilities, of such Person.
“Captive Insurance Subsidiary”: any Restricted Subsidiary of the Borrower that is subject to regulation as aninsurance company (or any Restricted Subsidiary thereof).

“CFC”: any controlled foreign corporation within the meaning of Section 957 of the Code.
“Change of Control”: any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), other than the Borrower, its Subsidiaries or any employee benefit plan of the Borrower or its
Subsidiaries, has filed a Schedule 13D or Schedule TO (or any successor schedule, form or report) pursuant to the
Exchange Act disclosing that such person has become the direct or indirect “beneficial owner” (as such term is usedin Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the Voting Stock of the Borrower, unlesssuch beneficial ownership (a) arises solely as a result of a revocable proxy delivered in response to a proxy orconsent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and (b) is not alsothen reportable on Schedule 13D (or any successor schedule under the Exchange Act, except that a person will bedeemed to have beneficial ownership of all shares that such person has the right to acquire irrespective of whether
that right is exercisable immediately or only after the passage of time); provided, however, that a transaction will not
be deemed to involve a Change of Control if (a) the Borrower becomes a direct or indirect wholly owned subsidiary ofa holding company, and (b) (i) the direct or indirect holders of the Voting Stock of such holding company immediately
following that transaction are substantially the same as the holders of the Borrower’s Voting Stock immediately prior
to that transaction or (ii) immediately following that transaction no “person” or “group” (other than a holding company
satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the
Voting Stock of such holding company.
“Charges”: any charge, expense, cost, accrual or reserve of any kind.
“Class”: when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loanscomprising such Borrowing, are Loans made pursuant to Commitments with a like maturity date, and when used inreference to Lenders refers to Lenders making the same Class of Loans.
“Closing Date”: the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied or
waived, which date is May 14, 2021.

“Code”: the Internal Revenue Code of 1986, as amended from time to time.
“Commitment”: with respect to any Lender, each Revolving Commitment or Incremental Revolving
Commitment, if any, of such Lender.
“Commitment Fee Percentage”: the applicable rate per annum set forth below under the caption “Commitment
Fee Percentage” corresponding to the Corporate Ratings from the Rating Agencies applicable on such date:
Pricing Level:

Corporate Ratings:

Level 1
Level 2
Level 3
Level 4
Level 5

≥ BBB+ / Baa1 / BBB
BBB / Baa2 / BBB
BBB- / Baa3 / BBBBB+ / Ba1 / BB+≤ BB / Ba2 / BB

Commitment Fee
Percentage
0.125%
0.15%
0.175%
0.225%
0.275%

For purposes of the foregoing, (i) if only one Corporate Rating is in effect, the Commitment Fee Percentage
shall be determined by reference to such available Corporate Rating, (i) if two or three Corporate Ratings are ineffect, the Commitment Fee Percentage shall be determined by reference to the highest of the two or three, asapplicable, Corporate Ratings unless the other Corporate Rating(s) are more than one notch lower than the highest
Corporate Rating, in which case, the Commitment Fee Percentage shall be one notch lower than such highest
Corporate Rating; (iii) if no Corporate Rating is in effect, the Commitment Fee Percentage shall be Level 5; and (iv) if
the Corporate Ratings established by the relevant Rating Agencies shall be changed (other than as a result of achange in the rating system of any relevant Rating Agency), such change shall be effective as of the date on which it
is first announced by the applicable rating agency, irrespective of when notice of such change shall have been
furnished by the Borrower to the Administrative Agent. Within five Business Days of any change in a Corporate
Rating, the Borrower shall use reasonable best efforts to notify Administrative Agent in writing (which may be byfacsimile or email transmission) of such new Corporate Rating and the date of such change.
Each change in the Commitment Fee Percentage shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective date of the next Corporate Ratingchange.
Subject to Section 2.25(d), the Commitment Fee Percentage shall be adjusted on each Sustainability
Adjustment Date based upon the Sustainability Commitment Fee Adjustment (to be calculated and applied as set
forth in in the definition thereof and in Section 2.25(a)); provided that in no event shall the Commitment Fee
Percentage be less than 0.00%.

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with the
Borrower within the meaning of Section 4001 of ERISA or is part of a controlled group that includes the Borrower andthat is treated as a single employer under Section 414 of the Code.
“Compliance Certificate”: a compliance certificate to be delivered pursuant to Section 5.2(a), substantially inthe form of Exhibit C.
“Consolidated EBITDA”: with respect to any Person for any Measurement Period, the sum of, without
duplication, the amounts for such period, taken as a single accounting period, of (1) Consolidated Net Income;excluding (to the extent deducted or otherwise excluded in calculating Consolidated Net Income in such
Measurement Period), the following amounts (or, to the extent attributable to a non-wholly owned consolidated entity,
a portion of the following amounts proportionate to the Borrower’s allocable interest in such entity): (2) Consolidated
Non-cash Charges; (3)(A) extraordinary Charges and (B) unusual or nonrecurring Charges, in each case, to theextent not of a type described in clause (2), (4) Consolidated Interest Expense; (5) Consolidated Income Tax
Expense; (6) restructuring expenses and charges; (7) any expenses or charges related to any equity offering,
Investment, recapitalization or incurrence of Indebtedness not prohibited under this Agreement (whether or not
successful) or related to the entry into this Agreement; and (8) any charges, expenses or costs incurred in connectionor associated with mergers, acquisitions or divestitures after the Closing Date.
Consolidated EBITDA shall be calculated after giving effect on a pro forma basis for the applicable
Measurement Period to any asset sales or other dispositions or acquisitions, investment, mergers, consolidations anddiscontinued operations (as determined in accordance with GAAP) by such Person and its Consolidated Subsidiaries(1) that have occurred during such Measurement Period or at any time subsequent to the last day of such
Measurement Period and on or prior to the date of the transaction in respect of which Consolidated EBITDA is being
determined and (2) that the Borrower determines in good faith are outside the ordinary course of business, in eachcase as if such asset sale or other disposition or acquisition, investment, merger, consolidation or disposed operation
occurred on the first day of such Measurement Period. For purposes of this definition, pro forma calculations shall bemade in accordance with Article 11 of Regulation S-X under the Securities Act; provided that such pro forma
calculations may include operating expense reductions for such period resulting from the transaction which is being
given pro forma effect that are reasonably identifiable and factually supportable and have been realized or for which
the steps necessary for realization have been taken or have been identified and are reasonably expected to be taken
within one year following any such transaction (which operating expense reductions are reasonably expected to besustainable); provided that, the Borrower shall not be required to give pro forma effect to any transaction that it does
not in good faith deem material. Such pro forma calculations shall be made in good faith by a responsible financial or
accounting officer of the Borrower.
“Consolidated Income Tax Expense”: with respect to any Person for any period, the provision for (or benefit of)federal, state, local and foreign income taxes of such

Person and its Consolidated Subsidiaries for such period as determined on a consolidated basis in accordance with
GAAP, including any penalties and interest related to such taxes or arising from any tax examinations, to the extent
the same were deducted (or added back, in the case of income tax benefit) in computing Consolidated Net Income.
“Consolidated Interest Expense”: with respect to any Person, for any period, (a) the sum of all interest expense(including imputed interest charges with respect to finance lease obligations) of such Person and its Consolidated
Subsidiaries payable in cash for such period determined on a consolidated basis in accordance with GAAP but
excluding (i) any non-cash interest expense attributable to the movement in the mark to market valuation of hedging
obligations or other derivative instruments pursuant to GAAP, amortization of deferred financing fees, debt issuancecosts, commissions, fees and expenses, (ii) any expensing of bridge, commitment and other financing fees, (iii) any
annual administrative or other agency fees, (iv) any premiums, fees or other charges incurred in connection with therefinancing, incurrence, purchase or redemption of Indebtedness, (v) any amortization of debt discounts, including
discounts on convertible notes, and (vi) amortization of other costs, including imputed interest charges on liabilities
other than finance lease obligations and premiums and discounts on investments, minus (b) interest income of such
Person and its Consolidated Subsidiaries for such period determined on a consolidated basis in accordance withGAAP.
“Consolidated Net Income”: with respect to any Person, for any period, the consolidated net income (or loss) of
such Person and its Consolidated Subsidiaries, after deduction of net income (or loss) attributable to non-controllinginterests, for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating suchnet income, by excluding, without duplication, the following (or, to the extent attributable to a non-wholly owned
consolidated entity, a portion of the following amounts proportionate to the Borrower’s allocable interest in such
entity): (1) all extraordinary, unusual or nonrecurring gains or losses (net of fees and expense relating to thetransaction giving rise thereto); (2) gains or losses in respect of any asset impairments, write-offs or sales (net of feesand expenses relating to the transaction giving rise thereto); (3) any expenses, losses or charges incurred related tolower of cost or market write-downs for work in process or finished goods inventories; (4) any expenses, losses or
charges incurred related to excess or obsolete inventories; (5) the net income (loss) from any disposed or
discontinued operations or any net gains or losses on disposed or discontinued operations; (6) any gain or loss
realized as a result of the cumulative effect of a change in accounting principles; (7) any net gains or losses
attributable to the early extinguishment or conversion of Indebtedness, derivative instruments, embedded derivatives
or other similar obligations; (8) equity in net income (loss) of equity method investees; (9) gains, losses, income andexpenses resulting from the application of fair value accounting to derivative instruments; and (10) gains or losses
resulting from currency fluctuations. In addition, to the extent not already included in Consolidated Net Income ofsuch Person and its Consolidated Subsidiaries, the amount of proceeds received from business interruption
insurance and reimbursements of any expenses or charges that are covered by indemnification orother reimbursement provisions in connection with any investment or sale, conveyance, transfer or disposition ofassets not prohibited under this Agreement.
“Consolidated Net Tangible Assets”: with respect to any Person, the total amount of assets of such Person and
its Consolidated Subsidiaries after deducting therefrom (a) all current liabilities of such Person and its Consolidated
Subsidiaries (excluding (i) the current portion of long-term debt and the portion of any convertible debt classified as“current” despite having a stated maturity more than 12 months from the date as of which the amount thereof is being
computed and (ii) any liabilities which are by their terms renewable or extendible at the option of the obligor thereon
to a date more than 12 months from the date as of which the amount thereof is being computed) and (b) all goodwill,trade names, trademarks, patents, unamortized debt discount and expense and any other like intangibles of such
Person and its Consolidated Subsidiaries, all as set forth on the consolidated balance sheet of such Person for themost recently completed fiscal quarter for which financial statements have been filed with the SEC and computed inaccordance with GAAP.
“Consolidated Non-cash Charges”: with respect to any Person for any period determined on a consolidated
basis in accordance with GAAP, the aggregate depreciation; amortization (including amortization of goodwill, otherintangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses); non-cash compensation
expense incurred in connection with the issuance of Equity Interests to any director, officer, employee or consultant ofsuch Person or any Consolidated Subsidiary; and other non-cash expenses of such Person and its Subsidiaries
reducing Consolidated Net Income of such Person and its Consolidated Subsidiaries for such period (excluding any
such charge which requires an accrual of or a reserve for cash charges for any future period).
“Consolidated Subsidiaries”: as of any date of determination and with respect to any Person, those
Subsidiaries of that Person whose financial data is, in accordance with GAAP, reflected in that Person’s consolidated
financial statements.
“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property isbound.
“Copyrights”: (i) all copyrights, database rights, design rights, mask works and works of authorship arisingunder the laws of the United States, any other country or any political subdivision thereof, whether registered or
unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications inconnection therewith, including, without limitation, all registrations, recordings and applications in the United States
Copyright Office, and (ii) the right to obtain all renewals thereof.
“Copyright Licenses”: any written agreement naming the Borrower or any Guarantor as a party, granting any
right under any Copyright, including, without limitation, the grant of rights to reproduce, prepare derivative works
based upon, perform, display, manufacture, distribute, exploit and sell materials derived from any Copyright.

“Corporate Rating”: the Borrower’s “corporate rating” or “corporate family rating” from S&P or Moody’s or Fitch,
respectively, including any successor term for such rating adopted by such rating agency.
“Corresponding Tenor”: with respect to any Available Tenor means, as applicable, either a tenor (including
overnight) or an interest payment period having approximately the same length (disregarding business day
adjustment) as such Available Tenor.
“Daily Simple SOFR”: for any day, SOFR, with the conventions for this rate (which will include a lookback)being established by the Administrative Agent in accordance with the conventions for this rate selected orrecommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated businessloans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for
the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.
“DC Disbursement”: a payment made by an Issuing Bank pursuant to a Documentary Credit.
“DC Exposure”: at any time, the sum of (a) the aggregate undrawn and unexpired amount of all outstanding
Documentary Credits at such time plus (b) the aggregate amount of all DC Disbursements that have not yet been
reimbursed by or on behalf of the Borrower at such time. The DC Exposure of any Lender at any time shall be its
Revolving Loan Percentage of the DC Exposure at such time; provided that in the case of Section 2.24 when aDefaulting Lender shall exist, the DC Exposure of any Lender shall be adjusted to give effect to any reallocation
effected pursuant to Section 2.24.
“DC Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired
amount of the then outstanding Documentary Credits and (b) the aggregate amount of drawings under Documentary
Credits that have not then been reimbursed pursuant to Section 2.4(c).
“Debtor Relief Laws”: the Bankruptcy Code of the United States, 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 ineffect and affecting the rights of creditors generally.
“Default”: any of the events specified in Section 7.1, whether or not any requirement for the giving of notice,
the expiration of applicable cure or grace periods, or both, has been satisfied.
“Defaulting Lender”: means any Lender that (a) has failed to (i) fund all or any portion of its Loans within one
Business Day of the date such Loans were required to be funded hereunder unless such Lender notifies the
Administrative Agent and the 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 default,
shall be specifically identified in writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other
Lender any other amountrequired to be paid by it hereunder within one Business Day of the date when due, (b) has notified the Borrower andthe Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder (unlesssuch writing relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based onsuch Lender’s determination that a condition precedent to funding (which condition precedent, together with any
applicable default, shall be specifically identified in such writing) cannot be satisfied), (c) has failed, within two
Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the
Administrative Agent and the 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 Borrower), or (d) has, or has a direct or indirect parent company thathas, after the Closing Date, (i) become the subject to any bankruptcy event, (ii) had appointed for it a receiver,liquidator, examiner, 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 acquisitionof any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority solong 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 madewith such Lender. Any determination by the Administrative Agent in consultation with the Borrower 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 2.24(b)) upon deliveryof written notice of such determination to the Borrower and each Lender.
“Documentary Credit”: any letter of credit or bank guarantee issued pursuant to this Agreement.
“Dollars” and “$”: dollars in lawful currency of the United States.
“Early Opt-in Election”: if the then-current Benchmark is LIBOR, the occurrence of:(1) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative
Agent to notify) each of the other parties hereto that at least five currently outstanding U.S. dollar-denominatedsyndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based
rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicatedcredit facilities are identified in such notice and are publicly available for review), and(2) the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBOR
and the provision by the Administrative Agent of written notice of such election to the Lenders.
“EEA Financial Institution”: (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 thisdefinition and is subject to consolidated supervision with its parent.
“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority”: 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.
“Engagement Letter”: that certain engagement letter dated April 14, 2021 among the Borrower and HSBC
Securities (USA) Inc.
“Environmental Laws”: any and all applicable foreign, federal, state, local or municipal laws, rules, orders,regulations, statutes, ordinances, codes, decrees, legally binding requirements of any Governmental Authority orother Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct
concerning protection of the environment or of human health (to the extent related to exposure to Materials ofEnvironmental Concern), as now or may at any time hereafter be in effect.
“Equity Interests”: all Capital Stock and all warrants or options with respect to, or other rights to purchase,
Capital Stock, but excluding Indebtedness convertible into or exchangeable for equity.
“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time, and theregulations promulgated and rulings issued thereunder.
“ERISA Event”: (a) any Reportable Event; (b) the failure by any Plan to satisfy the minimum funding standards(within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not
waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA; (c) the filing pursuant to Section
412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard withrespect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of
ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the
PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability withrespect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by theBorrower or any Commonly Controlled Entity of any notice, or the receipt by any Multiemployer Plan from theBorrower or any Commonly Controlled Entity of any notice, concerning the imposition of withdrawal liability under
ERISA or a determination that a Multiemployer Plan is, or is expected to be, Insolvent, within the meaning of Title IV
of ERISA.
“Erroneous Payment”: the meaning assigned to it in Section 8.11(a).
“Erroneous Payment Deficiency Assignment”: the meaning assigned to it in Section 8.11(d).
“Erroneous Payment Impacted Class”: the meaning assigned to it in Section 8.11(d).
“Erroneous Payment Return Deficiency”: the meaning assigned to it in Section 8.11(d).
“EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market
Association (or any successor person), as in effect from time to time.
“Eurocurrency Reserve Requirements”: for any day as applied to a Eurodollar Loan, the aggregate (without
duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day(including basic, supplemental, marginal and emergency reserves) under any regulations of the Board of Governors
or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribedfor eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board ofGovernors) maintained by a member bank of the Federal Reserve System.
“Eurodollar Base Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan,
the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) (or a comparable or successor rate whichrate is approved by the Administrative Agent), as published on the applicable Bloomberg screen page (or such othercommercially available source providing such quotations as may be designated by the Administrative Agent from time
to time) at approximately 11:00 A.M. (London time) on the date that is two Business Days prior to the beginning of therelevant Interest Period for deposits in Dollars for a period equal to such Interest Period; provided that, to the extent
that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurodollar BaseRate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates perannum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London
interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on thedate that is two Business Days prior to the beginning of such Interest Period.
“Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“Eurodollar Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate
per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100thof 1%):
Eurodollar Base Rate___________________________________
1.00 - Eurocurrency Reserve Requirements; provided that in no event shall the Eurodollar Rate be less than 0.00%.
“Eurodollar Revolving Borrowing”: a Borrowing of Revolving Loans that are Eurodollar Loans.
“Event of Default”: any of the events specified in Section 7.1, provided that any requirement for the giving ofnotice, the lapse of time, or both, has been satisfied.
“Exchange Act”: the Securities Exchange Act of 1934, as amended, or any successor statute or statutes
thereto.
“Excluded Taxes”: those Taxes referenced in Section 2.16(a)(i) through 2.16(a)(v).
“Existing Credit Agreement”: the Credit Agreement, dated as July 3, 2018, as amended from time to time,
among the Borrower, the lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative
agent.
“Extended Revolving Commitments”: the meaning set forth in Section 2.23(a).
“Extension”: the meaning set forth in Section 2.23(a).
“Extension Offer”: the meaning set forth in Section 2.23(a).
“FATCA”: Sections 1471 through 1474 of the Code as in existence on the date hereof (and any amended or
successor version that is substantively comparable and not materially more onerous to comply with), any current or
future Treasury regulations thereunder or published administrative guidance implementing such Sections, any
agreement entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version
described above) and any intergovernmental agreements (and related legislation or official administrative guidance)
implementing the foregoing.
“Federal Funds Effective Rate”: for any day, the rate calculated by the NYFRB based on such day’s federal
funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public
website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal
funds rate, provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rateshall be deemed to zero for the purposes of this Agreement.

“Fees”: collectively, the fees pursuant to Engagement Letter and Section 2.19, the fees referred to in Section
9.5 and any other fees payable by any Loan Party pursuant to this Agreement or any other Loan Document.
“Floor”: the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of thisAgreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBORAdjusted
Term SOFR. For the avoidance of doubt, the initial Floor for Adjusted Term SOFR shall be 0.00%.
“Financial Officer”: the Chief Financial Officer, Principal Accounting Officer, Controller or Treasurer of the
Borrower.
“Fitch”: Fitch, Inc. and any successor to its rating agency business.
“Foreign Subsidiary”: with respect to any Person, any Subsidiary of such Person other than one that isorganized or existing under the laws of the United States, any state thereof or the District of Columbia.
“FSHCO”: with respect to any Person, any Subsidiary substantially all the assets of which consist of Equity
Interests of, and/or intercompany debt obligations owed or treated as owed by, one or more (i) CFCs and/or (ii)
Subsidiaries described in this deﬁnition.
“Funding Office”: the office of the Administrative Agent specified in Section 9.2(a) or such other office as may
be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower andthe Lenders.
“GAAP”: generally accepted accounting principles in the United States set forth in the statements andpronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which are in effect as of the date ofdetermination.
“GHG Emissions”: a Key Performance Indicator measured by GHG Emissions Intensity Reduction.
“GHG Emissions Intensity”: (a) the sum of the Borrower and its Subsidiaries’ (i) total Scope 1 Emissions plus(ii) Scope 2 Emissions for any calendar year divided by (b) production units for such calendar year.
“GHG Emissions Intensity Applicable Margin Adjustment Amount”: with respect to GHG Emissions for any
calendar year, (a) positive 1.67 basis points if the GHG Emissions Intensity Reduction as set forth in the Sustainability
Pricing Certificate is greater than the Partially Successful Completion Threshold for such calendar year, (b) zero basis
points if the GHG Emissions Intensity Reduction as set forth in the Sustainability Pricing Certificate is greater than the
Successful Completion Threshold and is less than or equal to the Partially Successful Completion Threshold for suchcalendar year; and (c) negative 1.67 basis points if the GHG Emissions Intensity

Reduction as set forth in the Sustainability Pricing Certificate is equal to or less than the Successful Completion
Threshold for such calendar year.
“GHG Emissions Intensity Commitment Fee Adjustment Amount”: with respect to GHG Emissions for any
calendar year, (a) positive 0.34 basis points if the GHG Emissions Intensity Reduction as set forth in the Sustainability
Pricing Certificate is greater than the Partially Successful Completion Threshold for such calendar year, (b) zero basis
points if the GHG Emissions Intensity Reduction as set forth in the Sustainability Pricing Certificate is greater than the
Successful Completion Threshold and is less than or equal to the Partially Successful Completion Threshold for suchcalendar year; and (c) negative 0.34 basis points if the GHG Emissions Intensity Reduction as set forth in the
Sustainability Pricing Certificate is equal to or less than the Successful Completion Threshold for such calendar year.
“GHG Emissions Intensity Reduction”: expressed as a percentage, (a) the sum of (i) GHG Emissions Intensity
minus (ii) 2018 GHG Emissions Intensity Baseline divided by (b) the 2018 GHG Emissions Intensity Baseline.
“Governmental Authority”: the government of the United States or any other nation, or of any politicalsubdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central
bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functionsof or pertaining to government (including any supra-national bodies such as the European Union or the European
Central Bank).
“Guarantee”: any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any
Indebtedness of any other Person; provided that (1) obligations pursuant to commercial transactions on arm’s-length
terms entered into in the ordinary course of business that are not primarily for the purpose of guaranteeing any
Indebtedness of another Person shall not constitute a Guarantee, and (2) for avoidance of doubt, an agreement or
arrangement or series of related agreements or arrangements providing for or in connection with the purchase or saleof assets, securities, services or rights that is entered into in connection with the business of the Borrower or any
Subsidiary (including any consent or acknowledgement of assignment, including any assignment of payment
obligations, warranties, indemnities, performance guarantees and related obligations, and related waivers), shall notconstitute a Guarantee, provided that payment obligations, warranties, indemnities, performance guarantees andrelated obligations provided for under such agreements or arrangements are limited to payments for assets,
securities, services and rights and other ancillary obligations customary in such transactions. The term “Guarantee”
used as a verb has a corresponding meaning.
“Guarantor”: any Subsidiary that is a party to a Subsidiary Guaranty, and its successors and assigns, in eachcase, until the Guarantee of such Person under the Subsidiary Guaranty has been released in accordance with theprovisions of this Agreement or the Subsidiary Guaranty.
“Incremental Amendment”: the meaning set forth in Section 2.21(c).

“Incremental Lender”: a Lender with an Incremental Revolving Commitment.
“Incremental Loans”: Loans made pursuant to Section 2.21.
“Incremental Revolving Commitment”: with respect to any Lender, the commitment of such Lender, establishedpursuant to an Incremental Amendment and Section 2.21, to make Revolving Loans hereunder, expressed as an
amount representing the maximum aggregate amount of such Lender’s Revolving Extensions of Credit under such
Incremental Amendment.
“Incremental Revolving Facility”: an incremental portion of the Revolving Commitments established hereunderpursuant to an Incremental Amendment providing for Incremental Revolving Commitments.
“Indebtedness”: indebtedness for borrowed money. For the avoidance of doubt, Indebtedness with respect to a
Person only includes indebtedness for the repayment of money provided to such Person, and does not include anyother kind of indebtedness or obligation notwithstanding that such other indebtedness or obligation may be evidenced
by a note, bond, debenture or other similar instrument, may be in the nature of a financing transaction, or may be an
obligation that under GAAP is classified as “debt” or another type of liability, whether required to be reflected on thebalance sheet of the obligor or otherwise.
The amount of any Indebtedness outstanding as of any date will be:(1) the accreted value of the Indebtedness, in the case of any Indebtedness that does not require thecurrent payment of interest;(2)

the principal amount of the Indebtedness, in the case of any other Indebtedness;(3)
in respect of Indebtedness of another Person secured by a Lien on the assets of the specified
Person (and not otherwise Guaranteed by the specified Person), the lesser of: (a) the fair value (as determinedin good faith by a Responsible Officer of the Borrower) of such assets at the date of determination; and (b) the
principal amount of the Indebtedness of the other Person;(4) in respect of any Indebtedness of another Person Guaranteed by the specified Person or one ormore of such Persons, the lesser of: (a) the principal amount of such Indebtedness of such other Person and(b) the maximum amount of such Indebtedness payable under the Guarantee or Guarantees (without
duplication in the case of one or more Guarantees of the same Indebtedness by Restricted Subsidiaries); and(5)in the case of obligations under any sale and lease-back transaction that are included in any
calculation of Indebtedness pursuant to this Agreement (whether or not Indebtedness), an amount calculated
in accordance with clause (2) of the definition of Attributable Debt.

In no event will the amount of any Indebtedness (including Guarantees of such Indebtedness) be required to be
included in the calculation of Indebtedness more than once despite the fact more than one Person is liable withrespect to such Indebtedness and despite the fact that such Indebtedness is secured by the assets of more than one
Person (for example, and for avoidance of doubt, in the case where more than one Restricted Subsidiary has
Guaranteed or otherwise become liable for such Indebtedness or in the case where there are Liens on assets of one
or more of the Borrower and its Restricted Subsidiaries securing such Indebtedness or one or more Guarantees
thereof, the amount of Indebtedness so Guaranteed or secured shall only be included once in the calculation ofIndebtedness). In addition, accrual of interest and accretion or amortization of original issue discount will not be
deemed to be an incurrence of Indebtedness for any purpose hereunder. For the avoidance of doubt, the inclusion of
specific obligations in Section 6.1 or the definition of Permitted Liens or the inclusion of Attributable Debt in any
calculation of Indebtedness shall not create any implication that any such obligations constitute Indebtedness.
“indemnified liabilities”: the meaning set forth in Section 9.5.
“Indemnitee”: the meaning set forth in Section 9.5.
“Initial KPI Metrics Report”: an annual report setting forth each KPI Metric for the calendar year ended
December 31, 2020, of which all data and information in such Initial KPI Metrics Report has been made publicly
available by the Borrower via the Borrower’s annual report on environmental, social and governance issues.
“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within themeaning of Section 4245 of ERISA.
“Insolvent”: pertaining to a condition of Insolvency.
“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual
property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation,
the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark
Licenses, trade secrets, and any transferable rights to sue at law or in equity for any infringement or other impairment
thereof, including the right to receive all proceeds and damages therefrom.
“Interest Payment Date”: (a) as to any Base Rate Loan, the last Business Day of each March, June,
September and December to occur while such Base Rate Loan is outstanding and the final maturity date of such
Base Rate Loan, (b) as to any EurodollarSOFR Loan having an Interest Period of three months or less, the last dayof such Interest Period, (c) as to any Eurodollar SOFR Loan having an Interest Period longer than three months, each
day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day ofsuch Interest Period and (d) as to any EurodollarSOFR Loan, the date of any repayment or prepayment made in
respect thereof.

“Interest Period”: as to any EurodollarSOFR Loan, each period commencing on the last day of the next
preceding Interest Period applicable to such EurodollarSOFR Loan and ending one, three or six (or, if agreed to by all
relevant Lenders, twelve) months thereafter, as selected by the Borrower by irrevocable notice to the Administrative
Agent not later than 10:00 A.M., New York City time, on the date that is three (3) Business Days prior to the last dayof the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating toInterest Periods are subject to the following:(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period
shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such
Interest Period into another calendar month in which event such Interest Period shall end on the immediately
preceding Business Day;(ii) the Borrower may not select an Interest Period that would extend beyond the applicable Revolving
Maturity Date; and(iii)
any Interest Period that begins on the last Business Day of a calendar month (or on a day forwhich 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 a calendar month.; and(iv) no tenor that has been removed from this definition pursuant to Section 2.10(e) shall be available
for specification in any irrevocable notice to the Administrative Agent.
“Investment”: any direct or indirect loan, advance (or other extension of credit) or capital contribution to (bymeans of any transfer of cash or other property or assets to another Person or any other payments for property orservices for the account or use of another Person) another Person, including, without limitation, the following: (1) thepurchase or acquisition of any Capital Stock or other evidence of beneficial ownership in another Person; and (2) thepurchase, acquisition or Guarantee of the Indebtedness or other liability of another Person.
“Investment Grade Debt”: long-term and short-term bonds, bills, notes and other debt obligations with any“investment grade” rating from any of Moody’s, S&P or Fitch.
“ISDA Definitions”: the 2006 ISDA Definitions published by the International Swaps and Derivatives
Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor
definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives
Association, Inc. or such successor thereto.
“Issuing Bank”: HSBC Bank USA, National Association, BNP Paribas, Credit Agricole Corporate andInvestment Bank, Mizuho Bank, Ltd., MUFG Bank, Ltd. and Wells Fargo Bank, National Association party hereto andeach other Lender designated by the Borrower as an “Issuing Bank” hereunder that has agreed to such designation(and is reasonably acceptable to the Administrative Agent), each in its capacity as theissuer of Documentary Credits hereunder, and its successors in such capacity as provided in Section 2.4(i). Any
Issuing Bank may, in its discretion and with notice to the Borrower and the Administrative Agent, arrange for one ormore Documentary Credits to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall
include any such Affiliate with respect to Documentary Credits issued by such Affiliate.
“Joint Lead Arrangers”: HSBC Securities (USA) Inc., BNP Paribas Securities Corp., Credit Agricole Corporate
and Investment Bank, DBS Bank Ltd., Industrial and Commercial Bank of China Limited, New York Branch, Mizuho
Bank, Ltd., MUFG Bank, Ltd., and Wells Fargo Securities, LLC.
“Joint Venture”: with respect to any Person, any partnership, corporation or other entity in which up to andincluding 50% of the Equity Interests is owned, directly or indirectly, by such Person and/or one or more of its
Subsidiaries.
“Key Performance Indicators”: each of GHG Emissions, RBA Audit Score and Waste.
“KPI Metrics”: means each of GHG Emission Intensity Reduction, the RBA Audit Score Average and Waste
Diversion.
“KPI Metrics Auditor”: any auditing or consulting firm designated from time to time by the Borrower (or any
replacement auditor thereof as designated from time to time by the Borrower); provided, that any such KPI Metrics
Auditor (a) shall be (i) a nationally recognized auditing firm, (ii) a nationally recognized assurance provider or (iii) an
independent consultant with experience with environmental, social and governance research and assurance services,and (b) shall apply auditing standards and methodology that (i) are consistent with then generally accepted industry
standards or (ii) if not so consistent, are proposed by the Borrower and notified to the Administrative Agent, theSustainability Structuring Agent and the Lenders, so long as the Lenders constituting the Required Lenders do not
object to such changes within five Business Days after written notice thereof.
“KPI Metrics Report”: an annual report audited by the KPI Metrics Auditor that sets forth the calculations foreach KPI Metric for the applicable calendar year (except, for the avoidance of doubt, the calendar year ended
December 31, 2020); provided that all data and information set forth in such KPI Metrics Report shall also be set forthin the Borrower’s publicly available annual report on environmental, social and governance issues, beginning with the
publicly available annual report covering calendar year 2021.
“Legal Holiday”: a Saturday, a Sunday or a day on which banking institutions in the City of New York or at aplace of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal
Holiday.
“Lenders”: the meaning set forth in the preamble to this Agreement.

“Lien”: any lien, security interest, mortgage, charge or similar encumbrance, provided, however, that in no
event shall either (i) any legal or equitable encumbrances deemed to exist by reason of a negative pledge or (ii) an
operating lease or a non-exclusive license be deemed to constitute a Lien.
“Liquidity”: as of the date of determination thereof, the sum of (a) the Unrestricted Cash, Cash Equivalent andMarketable Securities Amount on such date plus (b) the Available Unused Commitments on such date.
“Loan”: a loan made by a Lender to the Borrower pursuant to this Agreement.
“Loan Documents”: this Agreement, any Subsidiary Guaranty, any Incremental Amendment, and, after
execution and delivery thereof pursuant to the terms of this Agreement, each Note, and any amendment, waiver,supplement or other modification to any of the foregoing.
“Loan Parties”: the Borrower and any Guarantors.
“Material Adverse Effect”: a material adverse effect on (a) the business, financial condition, results ofoperations or properties of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties
taken as a whole, to perform their obligations under the Loan Documents, (c) the validity or enforceability of the Loan
Documents taken as a whole or (d) the material rights and remedies available to, or conferred upon, the Lenders andthe Administrative Agent under the other Loan Documents, taken as a whole.
“Material Subsidiary”: each Restricted Subsidiary that, as of the last day of the fiscal quarter of the Borrower
most recently ended for which financial statements are available, had total assets (based on book value after
intercompany eliminations) as of the end of such quarter in excess of $200,000,000 or that is designated by the
Borrower as a “Material Subsidiary.”“Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction thereof) or
petroleum products, or asbestos, or polychlorinated biphenyls or any other chemicals, substances, materials, wastes,
pollutants or contaminants in any form, regulated under any Environmental Law.
“Maximum Adjustment”: the meaning set forth in Section 2.25(b).
“Maximum Incremental Commitment Amount”: $1,000,000,000.
“Measurement Period”: at any date of determination, the most recently completed four fiscal quarters of the
Borrower for which financial statements have been filed with the SEC.
“Maximum Rate” has the meaning assigned to it in Section 9.20.
“Minimum Extension Condition”: the meaning set forth in Section 2.23(b).

“Moody’s”: Moody’s Investors Service, Inc. and any successor to its rating agency business.
“Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“Non-Excluded Taxes”: the meaning set forth in Section 2.16(a).
“Notes”: the collective reference to any promissory note evidencing Loans.
“NYFRB”: the Federal Reserve Bank of New York.
“NYFRB Rate”: for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b)the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately
preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, theterm “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the
Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of
the aforesaid rates as so determined would be less than zero, such rate shall be deemed to be zero for purposes ofthis Agreement.
“Obligations”: the unpaid principal of and interest on (including interest accruing after the maturity of the Loans
and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petitioninterest is allowed in such proceeding) the Loans, DC Exposure and all other obligations and liabilities of the
Borrower to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, thisAgreement, any other Loan Document or any other document made, delivered or given in connection herewith ortherewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses(including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are
required to be paid by the Borrower pursuant hereto) or otherwise.
“Other Taxes”: all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes
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
imposed with respect to an assignment (other than an assignment pursuant to Section 2.22 (Replacement of
Lenders)) as a result of the Administrative Agent, Lender or assignee having a present or former connection with theapplicable taxing jurisdiction (other than any such connection arising solely from the Administrative Agent or such
Lender or assignee having executed, delivered, become a party to, or performed its obligations or received apayment under, or enforced, and/or engaged in any activities contemplated with respect to this Agreement or any
other Loan Document).

“Overnight Bank Funding Rate”: for any day, the rate comprised of both overnight federal funds and overnight
Eeurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be
determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding
Business Day by the NYFRB as an overnight bank funding rate.
“Partially Successful Completion Threshold”: with respect to each calendar year, the number or percentage set
forth in Schedule 1.3 (Sustainability Performance Thresholds) in the row labeled “Partially Successful Completion
Threshold” for the applicable Key Performance Indicator for the applicable calendar year.
“Participant”: the meaning set forth in Section 9.6(c).
“Participant Register”: the meaning set forth in Section 9.6(c)(ii).
“Patents”: (i) all letters patent and patent rights of the United States, any other country or any politicalsubdivision thereof, all reissues, reexaminations, and extensions thereof, (ii) all applications for letters patent of theUnited States or any other country and all divisionals, continuations and continuations-in-part thereof, and (iii) all
rights to obtain any reissues or extensions of the foregoing.
“Patent License”: all agreements, whether written or oral, providing for the grant by or to Borrower or any
Guarantor of any right to make, have made, manufacture, use, sell, offer to sell, have sold, import or export any
invention covered in whole or in part by a Patent.
“Patriot Act”: the USA Patriot Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001, as amended.
“Payment Notice”: the meaning assigned to it in Section 8.11(b).
“Payment Recipient”: the meaning assigned to it in Section 8.11(a).
“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (orany successor).
“Periodic Term SOFR Determination Day”: the meaning specified in the definition of “Term SOFR”.
“Permitted Liens”:(1) Liens existing as of the Closing Date or arising thereafter pursuant to related agreements existing
as of the Closing Date;(2) Liens on property given to secure all or any part of the payment of or financing of all or any part ofthe purchase price thereof, or the cost of development, operation, construction, alteration, repair or
improvement of all or any part thereof; provided that such Liens shall be given (or given pursuant to firm
commitment financing arrangements obtained within such period) within 18

months (or in the case of Liens securing any Indebtedness supported by an export credit agency, 24 months)
after the later of (i) the acquisition of such property and/or the completion of any such development, operation,
construction, alteration, repair or improvement, whichever is later and (ii) the placing into commercial operationof such property after the acquisition or completion of any such development, operation, construction,
alteration, repair or improvement and shall attach solely to the property acquired, or constructed, altered or
repaired and any improvements then or thereafter placed thereon and the capital stock of any Person formed
to acquire such property, and any proceeds thereof, accessions thereto and insurance proceeds thereof;(3)
Liens existing on any property at the time of acquisition of such property or Liens existing on
assets of a Person and its Restricted Subsidiaries prior to the time such Person becomes a Restricted
Subsidiary (or arising thereafter pursuant to contractual commitments entered into prior to acquiring suchproperty) (including acquisition through merger or consolidation) or at the time of such acquisition (or arising
thereafter pursuant to contractual commitments entered into prior to such Person becoming a Restricted
Subsidiary) by the Borrower or any Restricted Subsidiary of the Borrower; provided that such Liens do notextend to other assets of the Borrower or its other Restricted Subsidiaries;(4)(a) Liens on the Equity Interests of any Person, including any Joint Venture, and its Restricted
Subsidiaries which, when such Liens arise, concurrently becomes a Restricted Subsidiary or Liens on all or
substantially all of the assets of such Person, including any Joint Venture, and its Subsidiaries arising inconnection with the purchase or acquisition thereof or of an interest therein by the Borrower or a Subsidiaryand (b) Liens on Equity Interests in any Joint Venture of the Borrower or any of its Subsidiaries, or in any
Subsidiary of the Borrower that owns an Equity Interest in a Joint Venture to secure Indebtedness contributedor advanced solely to that Joint Venture; provided that, in the case of each of the preceding clauses (a) and(b), such Liens do not extend to other assets of the Borrower or its other Restricted Subsidiaries;(5) Liens securing Indebtedness of up to 5.0% of Consolidated Net Tangible Assets to any strategic
partner of the Borrower and/or one or more of its Restricted Subsidiaries incurred in connection with joint
technology efforts between such partner and the Borrower and/or one or more of its Subsidiaries and/or thefinancing of manufacturing of products;(6)

Liens in favor of the Borrower or a Restricted Subsidiary of the Borrower;(7) Liens imposed by law, such as carriers’, warehousemen’s and mechanic’s Liens and other similar
Liens arising in the ordinary course of business, Liens in connection with legal proceedings and Liens arisingsolely by virtue of any statutory, common law or contractual provision relating to banker’sLiens, rights of set-off or similar rights and remedies as to securities accounts, deposit accounts or other funds
maintained with a creditor depository institution;(8) Liens for taxes, assessments or other governmental charges not yet overdue for a period of morethan 30 days or subject to penalties for non-payment or which are being contested in good faith by appropriate
proceedings and for which adequate reserves with respect thereto are maintained on the books of the
Borrower or the affected Restricted Subsidiary, as the case may be, in accordance with GAAP;(9)
Liens to secure the performance of bids, trade or commercial contracts, government contracts,
purchase, construction, sales and servicing contracts (including utility contracts), leases, statutory obligations,surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature, in eachcase in the ordinary course of business, deposits as security for contested taxes, import or customs duties,
liabilities to insurance carriers or for the payment of rent, and Liens to secure letters of credit, Guarantees,
bonds or other sureties given in connection with the foregoing obligations or in connection with workers’
compensation, unemployment insurance or other types of social security or similar laws and regulations;(10) Liens in favor of any customer arising in respect of and not exceeding the amount of performance
deposits and partial, progress, advance or other payments by the customer for goods produced or services
rendered (or to be produced or rendered) to that customer and consignment arrangements (whether as
consignor or consignee) or similar arrangements for the sale or purchase of goods;(11)
Liens upon specific items of inventory or other goods, documents of title and proceeds of any
Person securing such Person’s obligation in respect of letters of credit or banker’s acceptances issued or
created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment,
or storage of such inventory or other goods;(12) Liens and deposits securing netting services, business credit card programs, overdraft protection
and other treasury, depository and cash management services or incurred in connection with any automatedclearing-house transfers of funds or other fund transfer or payment processing services;(13) Liens on, and consisting of, deposits made by the Borrower to discharge or defease any other
Indebtedness;(14) Liens on insurance policies and the proceeds thereof (i) incurred in connection with the financing
of insurance premiums or (ii) with respect to any Subsidiary that is not a Restricted Subsidiary to the extent ofsuch Subsidiary’s interest as an insured under such policies;(15) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment ofcustoms duties in connection with theimportation of goods and Liens deemed to exist in connection with Investments in repurchase agreements;(16) Liens securing Indebtedness or other obligations in an aggregate amount, together with all other
Indebtedness and other obligations secured by Liens pursuant to this clause (16), not to exceed $100,000,000
at any one time outstanding; or(17)
any extension, renewal, substitution or replacement (or successive extensions, renewals,
substitutions or replacements), in whole or in part, of any Lien referred to in this clause (17) or the precedingclauses (1) through (16), or any Liens that secure an extension, renewal, replacement, refinancing or refunding(including any successive extensions, renewals, replacements, refinancings or refundings) of any
Indebtedness within 12 months of the maturity, retirement or other repayment or prepayment of theIndebtedness (including any such repayment pursuant to amortization obligations with respect to suchIndebtedness) being extended, renewed, substituted, replaced, refinanced or refunded, which Indebtedness isor was secured by a Lien referred to in this clause (17) or the preceding clauses (1) through (16).
For the avoidance of doubt, the inclusion of specific Liens in the definition of Permitted Liens shall not create any
implication that the obligations secured by such Liens constitute Indebtedness. Terms used in the foregoing definitionof Permitted Liens that are defined in the UCC, including the terms accounts, consignee, consignment, consignor,
deposit accounts, goods, inventory, securities accounts, security interest and proceeds shall have the meanings set
forth in the UCC.
“Person”: any individual, corporation, partnership, joint venture, association, joint stock company, trust,unincorporated organization, joint venture, limited liability company, Governmental Authority or other entity ofwhatever nature.
“Plan”: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the
Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“Plan Asset Regulations”: 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended
from time to time.
“Platform”: the meaning set forth in Section 9.2(b).
“Prime Rate”: the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if
The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal
Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan”
rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative
Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Eachchange in the Prime Rate shallbe effective from and including the date such change is publicly announced or quoted as being effective.
“Property”: with respect to any Person, all of such Person’s interests in any kind of property, assets (including
the capital stock in and other securities of any other Person) or revenues.
“PTE”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such
exemption may be amended from time to time.
“Public Lender”: the meaning set forth in Section 9.15.
“Qualified Acquisition”: any acquisition (directly or through the acquisition of equity interests) of all or
substantially all or any significant portion of the assets of a Person, an operating unit, division or line of business, orother bulk purchase transaction not prohibited under this Agreement so long as (i) the consideration, which shall becash consideration and/or other non-equity consideration (including any assumed liabilities), equals or exceeds$400,000,000 and (ii) that the Borrower notifies the Administrative Agent in writing at least five Business Days (orsuch shorter period as may be reasonably acceptable to the Administrative Agent) prior to the consummation of suchacquisition that such acquisition shall be a “Qualified Acquisition” for purposes of this Agreement along with acertificate signed by a Responsible Officer of the Borrower setting forth a calculation of (x) the Total Leverage Ratio
immediately prior to such Qualified Acquisition and (y) the Total Leverage Ratio after giving pro forma effect to such
Qualified Acquisition; provided that if the Borrower publicly announces such Qualified Acquisition later than fiveBusiness Days prior to consummation of the Qualified Acquisition, the Borrower shall deliver such notice (andcertificate, if applicable) on the date of announcement.
“Rating Agencies”: each of Moody’s, S&P and Fitch.
“RBA Audit Score”: a Key Performance Indicator measured by RBA Audit Score Average.
“RBA Audit Score Average”: the average of the Responsible Business Alliance (RBA) Validated Assessment
Program (VAP) audit scores received by the manufacturing locations of the Borrower and its Subsidiaries at theapplicable calendar year end.
“RBA Audit Score Average Applicable Margin Adjustment Amount”: with respect to RBA Audit Score for any
calendar year, (a) positive 1.67 basis points if the RBA Audit Score Average as set forth in the Sustainability Pricing
Certificate is less than the Partially Successful Completion Threshold for such calendar year, (b) zero basis points if
the RBA Audit Score Average as set forth in the Sustainability Pricing Certificate is less than the Successful
Completion Threshold and is greater than or equal to the Partially Successful Completion Threshold for such calendar
year; and (c) negative 1.67 basis points if the RBA Audit Score Average as set forth in the Sustainability Pricing
Certificate is equal to or greater than the Successful Completion Threshold for such calendar year.

“RBA Audit Score Average Commitment Fee Adjustment Amount”: with respect to RBA Audit Score for any
calendar year, (a) positive 0.34 basis points if the RBA Audit Score Average as set forth in the Sustainability Pricing
Certificate is less than the Partially Successful Completion Threshold for such calendar year, (b) zero basis points if
the RBA Audit Score Average as set forth in the Sustainability Pricing Certificate is less than the Successful
Completion Threshold and is greater than or equal to the Partially Successful Completion Threshold for such calendar
year; and (c) negative 0.34 basis points if the RBA Audit Score Average as set forth in the Sustainability Pricing
Certificate is equal to or greater than the applicable Successful Completion Threshold for such calendar year.
“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is
LIBOR, 11:00 a.m. (Londonthe Term SOFR Reference Rate, 5:00 p.m. (New York City time) on the day that is two
London bankingU.S. Government Securities Business dDays preceding the date of such setting, and or (2) if such
Benchmark is not LIBORthe Term SOFR Reference Rate, the time determined by the Administrative Agent in its
reasonable discretion.
“Refinancing” shall mean the repayment, repurchase, redemption, defeasance or other discharge of the
Existing Credit Agreement and the termination and release of any security interests and guarantees in connection
therewith.
“Regulatory Change” with respect to each calendar year and in relation to any Key Performance Indicator, apolicy change, on which the Borrower and its Subsidiaries has no recourse or ability to act upon, which affects,
significantly, whether positively and / or negatively, one or more of the KPI Metrics.
“Relevant Governmental Body”: the Federal Reserve Board or the Federal Reserve Bank of New York, or acommittee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York,or any successor thereto.
“Register”: the meaning set forth in Section 9.6(b)(iv).
“Regulation U”: Regulation U of the Board of Governors as in effect from time to time.
“Related Persons”: with respect to any Indemnitee, any Affiliate of such Indemnitee and any officer, director,
employee, representative or agent of such Indemnitee or Affiliate thereof, in each case that has provided any services
in connection with the transactions contemplated under this Agreement and the other Loan Documents.
“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as towhich the thirty (30) day notice period is waived under any regulation promulgated by the PBGC.
“Required Lenders”: at any time, Lenders holding more than 50% of the total Commitments then in effect or, if
the Commitments have been terminated, the Total

Revolving Credit Exposure of all Lenders then outstanding; with respect to any Class, “Required Lenders” means at
any time, Lenders holding more than 50% of the total Commitments then in effect for such Class, or if such
Commitments have been terminated, the total Revolving Credit Exposure of all Lenders in such Class; provided thatwhenever there are one or more Defaulting Lenders, the Commitments and Revolving Credit Exposure held or
deemed held by each Defaulting Lender shall be excluded for purposes of making any determination of Required
Lenders.
“Requirement of Law”: as to any Person, the certificate of incorporation and bylaws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a
court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property
or to which such Person or any of its property is subject.
“Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK
Resolution Authority.
“Responsible Officer”: the chief executive officer, any president, any vice president, the chief financial officer,
the treasurer, any assistant treasurer, the secretary or any assistant secretary of the Borrower.
“Restricted Subsidiary”: each Subsidiary of the Borrower, (i) at least 80% of the Voting Stock of which is ownedby the Borrower or one or more Subsidiaries of which at least 80% of the Voting Stock is owned directly or indirectlyby the Borrower and (ii) is not an Unrestricted Subsidiary, provided that, for purposes of clause (i), any Voting Stockowned by a Subsidiary of the Borrower that is not a Restricted Subsidiary based on the foregoing clause shall be
excluded.
“Revolving Commitments”: with respect to each Lender, the commitment of such Lender to make Revolving
Loans and to acquire participations in Documentary Credits hereunder, expressed as an amount representing the
maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be(a) reduced from time to time pursuant to Section 2.6 and (b) reduced or increased from time to time pursuant toassignments by or to such Lender pursuant to Section 9.4. The initial amount of each Lender’s Revolving
Commitment is set forth on Schedule 1.1, or in the Assignment and Assumption or other documentation or record (assuch "term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section
9.04(b)(ii)(C), pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. As of the
Closing Date, the aggregate amount of the Lenders’ Revolving Commitments is $2,500,000,000.
“Revolving Credit Exposure”: with respect to any Lender at any time, the sum of the outstanding principal
amount of such Lender’s Loans and its DC Exposure at such time.
“Revolving Credit Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as apercentage) of such Lender’s Revolving Credit Exposure at such time to the Revolving Credit Exposure of all Lenders
at such time.

“Revolving Extensions of Credit”: as to any Lender at any time, an amount equal to the sum of (a) the
aggregate principal amount of all Revolving Loans made by such Lender then outstanding, and (b) such Lender’s
Revolving Loan Percentage of the DC Obligations then outstanding.
“Revolving Facility”: the Revolving Commitments and the extensions of credit made thereunder.
“Revolving Loan”: a Loan made pursuant to Section 2.3.
“Revolving Loan Percentage”: as to any Lender at any time, the percentage of which such Lender’s Revolving
Commitment represents of the aggregate Revolving Commitments or, if the Revolving Commitments have been
terminated, the percentage held by such Lender of the aggregate principal amount of all Revolving Loans and DC
Obligations (via risk participation) then outstanding.
“Revolving Maturity Date”: the earlier to occur of (a) the Stated Maturity and (b) the acceleration of the
Revolving Loans and termination of the Revolving Commitments. In the event that one or more Extensions are
effected in accordance with Section 2.23, then the Revolving Maturity Date of the Revolving Loans shall be
determined based on the respective Stated Maturity applicable thereto (except in cases where clause (b) of thepreceding sentence is applicable).
“S&P”: Standard & Poor’s Ratings Services, and any successor to its rating agency business.
“Sanctioned Country”: at any time, a country, region or territory which is itself the subject or target of any
Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).
“Sanctioned Person”: at any time, (a) any Person listed in any Sanctions-related list of designated Persons
maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department ofState, by the United Nations Security Council, the European Union, any European Union member state, Her
Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organizedor resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in
the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.
“Sanctions”: all economic or financial sanctions or trade embargoes imposed, administered or enforced fromtime to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the
U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, theEuropean Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.
“Scope 1 Emissions”: emissions represented in metric tons CO2e from the Borrower and its Subsidiaries’
direct operations, including the manufacturing process, onsite combustion and refrigeration and cooling, with such
emissions data collected andcalculated in alignment with the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised
Edition).
“Scope 2 Emissions”: emissions represented in metric tons CO2e from purchased electricity consumed by the
Borrower and its Subsidiaries, with such emissions data collected and calculated in alignment with the Greenhouse
Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition).
“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental
Authority.
“Securities Act”: the Securities Act of 1933, as amended, or any successor statute or statutes thereto.
“Significant Subsidiary”: any Subsidiary that is a “significant subsidiary” of the Borrower as defined underclauses (1) or (2) of Rule 1-02(w) of Regulation S-X under the Exchange Act; provided that references to “10 percent”
in clauses (1) and (2) of such definition shall be replaced with “20 percent”.
“Single Employer Plan”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.
“SOFR”: with respect to any Business Day, a rate per annum equal to the secured overnight financing rate forsuch Business Day publishedas administered by the SOFR Administrator on the SOFR Administrator’s Website at
approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day..
“SOFR Administrator”: the Federal Reserve Bank of New York (or a successor administrator of the secured
overnight financing rate).
“SOFR Administrator’s Website”: the website of the Federal Reserve Bank of New York, currently at
http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the
SOFR Administrator from time to time.
“SOFR Loan”: a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant toclause (c) of the definition of “Base Rate”.
“SOFR Revolving Borrowing”: a Borrowing of Revolving Loans that are SOFR Loans.
“Solvent”: when used with respect to any Person and its Subsidiaries, means that, as of any date ofdetermination, (a) the amount of the “present fair saleable value” of the assets of such Person and its Subsidiaries on
a consolidated basis will, as of such date, exceed the amount of all “liabilities of such Person and its Subsidiaries on
a consolidated basis, contingent or otherwise”, as of such date, as such quoted terms are determined in accordancewith applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fairsaleable value of the assets of such Person and its Subsidiaries will, as of such date, be greater than theamount that will be required to pay the probable liability of such Person and its Subsidiaries on a consolidated basis
on its debts as such debts become absolute and matured, (c) such Person and its Subsidiaries on a consolidated
basis will not have, as of such date, an unreasonably small amount of capital with which to conduct their business,and (d) such Person and its Subsidiaries will be able to pay their debts as they mature. For purposes of this definition,(i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right isreduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal,
equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives
rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent,matured or unmatured, disputed, undisputed, secured or unsecured.
“Specified Fiscal Quarters”: the fiscal quarters of the Borrower ending August 31, 2023, November 30, 2023,
February 29, 2024, May 30, 2024, and August 29, 2024.
“Stated Maturity”: May 14, 2026; provided that, with respect to any Extended Revolving Commitments, theStated Maturity with respect thereto shall instead be the final maturity date as specified in the applicable Extension
Offer accepted by the respective Lender.
“Subsidiary”: with respect to any specified Person:(1) any corporation, association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving
effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in theelection of directors, managers or trustees of the corporation, association or other business entity is at the timeowned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and(2) any partnership (a) the sole general partner or the managing general partner of which is such
Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more
Subsidiaries of that Person (or any combination thereof).
“Subsidiary Guaranty”: a guarantee agreement between a Subsidiary and Administrative Agent providing for a
Guarantee of the Obligations by such Subsidiary, in such form as the Administrative Agent, the Borrower and such
Subsidiary shall deem appropriate.
“Successful Completion Threshold” with respect to each calendar year, the number or percentage set forth in
Schedule 1.3 (Sustainability Performance Thresholds) in the row labeled “Successful Completion Threshold” for theapplicable Key Performance Indicator for the applicable calendar year.
“Sustainability Adjustment Date”: the date that is five Business Days following receipt from the Administrative
Agent of the Sustainability Pricing Certificate inaccordance with Section 5.2(d) for the applicable calendar year or the date that is 180 days after the end of theapplicable calendar year if the Borrower fails to or elects not to deliver a Sustainability Pricing Certificate for suchcalendar year.
“Sustainability Applicable Rate Adjustment”: at any date, the applicable rate per annum determined inaccordance with the Sustainability Margin Adjustment and Sustainability Commitment Fee Adjustment.
“Sustainability Commitment Fee Adjustment”: with respect to any calendar year, an amount (whether positive,
negative or zero), equal to the sum of (a) GHG Emissions Intensity Commitment Fee Adjustment Amount, plus (b) the
RBA Audit Score Average Commitment Fee Adjustment Amount, plus (c) Waste Diversion Commitment Fee
Adjustment Amount, in each case for such calendar year.
“Sustainability Margin Adjustment”: with respect to any calendar year, an amount (whether positive, negative orzero), equal to the sum of (a) GHG Emissions Intensity Applicable Margin Adjustment Amount, plus (b) the RBA Audit
Score Average Applicable Margin Adjustment Amount, plus (c) Waste Diversion Applicable Margin Adjustment
Amount, in each case for such calendar year.
“Sustainability Performance Thresholds”: the Borrower’s objectives to improve or maintain over a certain level
the KPI Metric of each of the Key Performance Indicators as reflected in the Sustainability Pricing Certificate, andspecified in Schedule 1.3 (Sustainability Performance Thresholds).
“Sustainability Pricing Certificate”: a certificate signed by a duly elected Responsible Officer of the Borrower
which shall be delivered by the Borrower once per calendar year to the Administrative Agent and Sustainability
Structuring Agent pursuant to Section 5.2(d) substantially in the form of Exhibit I attaching (a) true and correct copiesof the KPI Metrics Report for the immediately preceding calendar year and setting forth each of the Sustainability
Commitment Fee Adjustment and the Sustainability Margin Adjustment and (b) a review report of the KPI Metrics
Auditor confirming that the KPI Auditor is not aware of any material modifications that should be made to suchcomputations in order for them to be presented in all material respects in conformity with the applicable reporting
criteria.
“Sustainability Pricing Certificate Inaccuracy”: as defined in Section 2.25(d).
“Sustainability Structuring Agent”: Credit Agricole Corporate and Investment Bank or any successor thereto.
“Taxes”: all present or future taxes, levies, imposts, duties, deductions, charges, assessments, fees,
withholdings or other charges imposed by any Governmental Authority, including any interest, additions to tax or
penalties applicable thereto.
“Term SOFR”:(a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor
comparable to the applicable Interest Period onthe day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government
Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term
SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term
SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been publishedby the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR
Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor
as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business
Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR
Administrator so long as such first preceding U.S. Government Securities Business Day is not more than
three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day,and(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Ratefor a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two(2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term
SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate
Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been
published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term
SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for suchtenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities
Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR
Administrator so long as such first preceding U.S. Government Securities Business Day is not more than
three (3) U.S. Government Securities Business Days prior to such Base Rate SOFR Determination Day.
“Term SOFR Adjustment”: for any calculation with respect to a SOFR Loan or the SOFR prong of a Base Rate
Loan, a percentage per annum as set forth below for the applicable Type of such Loan and (if applicable) Interest
Period therefor:
Interest Period
One month

Percentage
0.11448%Three months
Six months

0.26161%
0.42826%“Term SOFR Administrator”: CME Group Benchmark Administration Limited (CBA) (or a successor
administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
“Term SOFR”: for the applicable Corresponding Tenor as of the applicable Reference Time, Reference Rate”:
the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant
Governmental Body.

“Total Net Leverage Ratio”: as of the date of determination thereof, the ratio of (a) Indebtedness of the
Borrower and its Consolidated Subsidiaries as of such date minus the Unrestricted Cash, Cash Equivalent andMarketable Securities Amount as of such date, to (b) Consolidated EBITDA of the Borrower for such Measurement
Period.
“Total Leverage Ratio”: as of the of the date of determination thereof, the ratio of Indebtedness of the Borrower
and its Consolidated Subsidiaries as of such date to Consolidated EBITDA of the Borrower for such Measurement
Period.
“Total Revolving Credit Exposure”: the sum of the outstanding principal amount of all Lenders’ Loans and their
DC Exposure at such time.
“Trademarks”: (i) all trademarks, service marks, trade names, corporate names, company names, businessnames, fictitious business names, trade styles, service marks, logos, domain names, and other source or business
identifiers, and all goodwill associated therewith, all registrations and recordings thereof, and all applications inconnection therewith (other than “intent to use” applications), whether in the United States Patent and Trademark
Office or in any similar office or agency of the United States, any state thereof or any other country or any politicalsubdivision thereof, or otherwise, and all common-law rights related thereto, and (ii) the right to obtain all renewals
thereof.
“Trademark License”: any agreement, whether written or oral, providing for the grant by or to Borrower or any
Guarantor of any right to use any Trademark.
“tranche”: the meaning set forth in Section 2.23(a).
“Transferee”: any Assignee or Participant.
“Type”: when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan,or on the Loans comprising such Borrowing, is determined by reference to the Base Rate or the Eurodollar
RateAdjusted Term SOFR.
“UCC”: the Uniform Commercial Code as in effect from time to time in the State of New York.
“UK Financial Institution”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (asamended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person
falling within 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 ofsuch credit institutions or investment firms.
“UK Resolution Authority”: the Bank of England or any other public administrative authority having
responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement”: the applicable Benchmark Replacement excluding the related
Benchmark Replacement Adjustment.

“United States”: the United States of America.
“Unrestricted Cash, Cash Equivalent and Marketable Securities Amount”: as of the date of determination
thereof, the aggregate amount of unrestricted cash, cash equivalents and Investment Grade Debt, as determined inaccordance with GAAP and reported on the consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements
are available.
“Unrestricted Subsidiary”: (1) any Subsidiary of the Borrower listed on Schedule 1.2, (2) any Subsidiary of the
Borrower designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 5.7 subsequent to the
Closing Date, until such Person ceases to be an Unrestricted Subsidiary of the Borrower in accordance with Section
5.7 and (3) any Subsidiary of an Unrestricted Subsidiary.
“Unused Revolving Commitment”: with respect to any Lender at any time, an amount equal to the excess, ifany, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit
then outstanding.
“U.S. Government Securities Business Day”: any day except for (a) a Saturday, (b) a Sunday or (c) a day on
which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in United States government securities.
“Voting Stock”: all classes of capital stock or other interests (including partnership interests) of a Person thenoutstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof.
“Waste”: a Key Performance Indicator measured by Waste Diversion.
“Waste Diversion”: for each calendar year, expressed as a percentage, the Borrower and its Subsidiaries’ (i)hazardous and non-hazardous waste represented in kilograms diverted from landfill through on-site reuse, off-sitereuse, recycling, composting, and recovery (including incineration with energy recovery) divided by (ii) total waste
represented in kilograms.
“Write-Down and Conversion Powers”: (a) with respect to any EEA Resolution Authority, the write-down andconversion 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 aright had been exercised under it or to suspend any obligation in respect of that liability or any of the powers underthat Bail-In Legislation that are related to or ancillary to any of those powers.

“Waste Diversion Applicable Margin Adjustment Amount”: with respect to Waste for any calendar year, (a)positive 1.67 basis points if the Waste Diversion as set forth in the Sustainability Pricing Certificate is less than thePartially Successful Completion Threshold for such calendar year, (b) zero basis points if the Waste Diversion as set
forth in the Sustainability Pricing Certificate is less than the Successful Completion Threshold and is greater than orequal to the Partially Successful Completion Threshold for such calendar year; and (c) negative 1.67 basis points if
the Waste Diversion as set forth in the Sustainability Pricing Certificate is equal to or greater than the Successful
Completion Threshold for such calendar year.
“Waste Diversion Commitment Fee Adjustment Amount”: with respect to Waste for any calendar year, (a)positive 0.34 basis points if the Waste Diversion as set forth in the Sustainability Pricing Certificate is less than thePartially Successful Completion Threshold for such calendar year, (b) zero basis points if the Waste Diversion as set
forth in the Sustainability Pricing Certificate is less than the Successful Completion Threshold and is greater than orequal to the Partially Successful Completion Threshold for such calendar year; and (c) negative 0.34 basis points if
the Waste Diversion as set forth in the Sustainability Pricing Certificate is equal to or greater than the applicable
Successful Completion Threshold for such calendar year.
1.2.

Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or
thereto.
(b)
As used herein and in the other Loan Documents, and any certificate or other document made ordelivered pursuant hereto or thereto, (i) the words “include”, “includes” and “including” shall be deemed to be followedby the phrase “without limitation”, (ii) the word “incur” shall be construed to mean incur, create, issue, assume,
become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative
meanings) and (iii) the words “asset” and “property” shall be construed to have the same meaning and effect and torefer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues,
accounts, leasehold interests and contract rights.
(c) The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement,
shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Scheduleand Exhibit references are to this Agreement unless otherwise specified.
(d) The meanings given to terms defined herein shall be equally applicable to both the singular and pluralforms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. References to agreements or other Contractual Obligations shall, unless otherwise
specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated orotherwise modified from time to time to the extent permitted herein.

Except as otherwise provided herein, all terms of an accounting or financial nature shall be construed inaccordance with GAAP.
1.3.
Delivery of Notices. Any reference to a delivery or notice date that is not a Business Day shall bedeemed to mean the next succeeding day that is a Business Day.
1.4. Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division
under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or
liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed tohave been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into
existence, such new Person shall be deemed to have been organized on the first date of its existence by the holdersof its Equity Interests at such time.
Section 2______The Credits
2.1. Revolving Commitments. Subject to the terms and conditions hereof, each Lender severally agrees tomake Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate
amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section2.7) in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (b) the Total
Revolving Credit Exposure exceeding the total Revolving Commitments. Within the foregoing limits and subject to theterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. The
Revolving Loans may from time to time be EurodollarSOFR Loans or Base Rate Loans, as determined by the
Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12.
2.2.
Revolving Loans and Borrowing. (a) Each Revolving Loan shall be made as part of a Borrowing
consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Revolving Loan
Percentages. The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve anyother Lender of its obligations hereunder; provided that the Revolving Commitments of the Lenders are several andno Lender shall be responsible for any other Lender’s failure to make Loans as required.
(b) Subject to Section 2.10, each Revolving Borrowing shall be comprised entirely of Base Rate Loans orEurodollarSOFR Loans as the Borrower may request in accordance herewith. Each Lender at its option may makeany EurodollarSOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loanby designating such branch or Affiliate as its lending office; provided that any exercise of such option shall not affectthe obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
(c) At the commencement of each Interest Period for any EurodollarSOFR Revolving Borrowing, such
Borrowing shall be in an aggregate amount that is anintegral multiple of $1,000,000 and not less than $5,000,000. At the time that each Base Rate Revolving Borrowing ismade, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than
$3,000,000; provided that a Base Rate Revolving Borrowing may be in an aggregate amount that is equal to theentire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of a DC
Disbursement as contemplated by Section 2.4(e). Borrowings of more than one Type and Class may be outstandingat the same time; provided that there shall not at any time be more than a total of ten EurodollarSOFR Revolving
Borrowings outstanding.
(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or toelect to convert or continue, any Borrowing of Revolving Loans if the Interest Period requested with respect thereto
would end after the applicable Revolving Maturity Date.
2.3.
Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the
Administrative Agent of such request by submitting a Borrowing Request (a) in the case of a EurodollarSOFR
Borrowing, not later than 1:00 p.m. New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of a Base Rate Borrowing, not later than 12:00 p.m. New York City time, on the date of
the proposed Borrowing (which shall be a Business Day). Each such Borrowing Request shall be irrevocable andshall be signed by a Responsible Officer of the Borrower. Each such Borrowing Request shall specify the following
information in compliance with Section 2.2:(i) the aggregate amount of the requested Borrowing;(ii) the Borrowing Date;(iii) whether such Borrowing is to be a Base Rate Borrowing or a EurodollarSOFR Borrowing;(iv) in the case of a EurodollarSOFR Borrowing, the initial Interest Period to be applicable thereto, whichshall be a period contemplated by the definition of the term “Interest Period”; and(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shallcomply with the requirements of Section 2.5.
If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be a
Base Rate Borrowing. If no Interest Period is specified with respect to any requested EurodollarSOFR Revolving
Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly
following receipt of a Borrowing Request 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
Borrowing.
2.4.
Documentary Credits. (a) General. Subject to the terms and conditions set forth herein, the Borrower
may request the issuance of Documentary Credits as theapplicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the
Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period.
In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditionsof any Documentary Credit Agreement, the terms and conditions of this Agreement shall control. Notwithstanding
anything herein to the contrary, no Issuing Bank shall have an obligation hereunder to issue, and no Issuing Bank
shall issue, any Documentary Credit the proceeds of which would be made available to any Person (i) to fund any
activity or business of or with any Sanctioned Person, or in any Sanctioned Country, (ii) in any manner that would
result in a violation of any Sanctions by any party to this Agreement or (iii) in any manner that would result in a
violation of one or more policies of such Issuing Bank applicable to letters of credit or bank guarantees generally.
(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a
Documentary Credit (or the amendment, renewal or extension of an outstanding Documentary Credit), the Borrower
shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been
approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably inadvance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three
Business Days) a notice requesting the issuance of a Documentary Credit, or identifying the Documentary Credit tobe amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (whichshall be a Business Day), the date on which such Documentary Credit is to expire (which shall comply with paragraph(c) of this Section), the amount of such Documentary Credit, the name and address of the beneficiary thereof andsuch other information as shall be necessary to prepare, amend, renew or extend such Documentary Credit. In
addition, as a condition to any such Documentary Credit issuance, the Borrower shall have entered into a continuing
agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit
application, in each case, as required by the applicable Issuing Bank and using such bank’s standard form (each, a“Documentary Credit Agreement”). A Documentary Credit shall be issued, amended, renewed or extended only if(and upon issuance, amendment, renewal or extension of each Documentary Credit the Borrower shall be deemed torepresent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the DC
Exposure shall not exceed $200,000,000, (ii) the Total Revolving Credit Exposures shall not exceed the total
Revolving Commitments, (iii) following an Extension Offer and acceptance of such Extension Offer, the DC Exposurein respect of all Documentary Credits having an expiration date after the fifth Business Day prior to the Revolving
Maturity Date as extended shall not exceed the total Revolving Commitments outstanding after such extension, (iv)the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitments and (v) theapplicable Issuing Bank has consented, in its sole discretion, to issue such Documentary Credit.
(c) Expiration Date. Each Documentary Credit shall expire (or be subject to termination by notice from theIssuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after
the date of the issuance of such Documentary Credit (or, in the case of any renewal or extension thereof, one yearafter such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Maturity
Date.
(d) Participations. By the issuance of a Documentary Credit (or an amendment to a Documentary Credit
increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or theLenders, each such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such IssuingBank, a participation in such Documentary Credit equal to such Lender’s Revolving Loan Percentage of theaggregate amount available to be drawn under such Documentary Credit. In consideration and in furtherance of theforegoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for theaccount of such Issuing Bank, such Lender’s Revolving Loan Percentage of each DC Disbursement made by such
Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of
any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges andagrees that its obligation to acquire participations pursuant to this paragraph in respect of Documentary Credits isabsolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Documentary Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.
(e) Reimbursement. If any Issuing Bank shall make any DC Disbursement in respect of a Documentary Credit,
the Borrower shall reimburse such DC Disbursement by paying to the Administrative Agent an amount equal to such
DC Disbursement not later than 12:00 noon, New York City time, on the date that is two Business Days after such DC
Disbursement is made, if the Borrower shall have received notice of such DC Disbursement prior to 10:00 a.m., NewYork City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date,then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the
Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the
Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.3 or 2.5
that such payment be financed with a Base Rate Revolving Borrowing in an equivalent amount and, to the extent so
financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Base
Rate Revolving Borrowing Loan. If the Borrower fails to make such payment when due, the Administrative Agent shallnotify each Lender of the applicable DC Disbursement, the payment then due from the Borrower in respect thereofand such Lender’s Revolving Loan Percentage thereof. Promptly following receipt of such notice, each Lender shall
pay to the Administrative Agent its Revolving Loan Percentage of the payment then due from the Borrower, in thesame manner as provided in Section 2.5 with respect to Revolving Loans made by such Lender (and Section 2.5
shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall
distribute such payment to such Issuing Bank or, to the extent that Lenders have made payments pursuant to thisparagraph to reimburse such IssuingBank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lenderpursuant to this paragraph to reimburse such Issuing Bank for any DC Disbursement (other than the funding of Base
Rate Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its
obligation to reimburse such DC Disbursement.
(f) Obligations Absolute. The Borrower’s obligation to reimburse DC Disbursements as provided in paragraph(e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance withthe terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Documentary Credit, any Documentary Credit Agreement or this Agreement, or any term orprovision therein, (ii) any draft or other document presented under a Documentary Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment
by the applicable Issuing Bank under a Documentary Credit against presentation of a draft or other document that
does not comply with the terms of such Documentary Credit, or (iv) any other event or circumstance whatsoever,whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or
equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the
Administrative Agent, the Lenders nor the Issuing Banks, nor any of their Related Persons, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of any Documentary Credit or any payment
or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or othercommunication under or relating to any Documentary Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the controlof the Issuing Banks; provided that the foregoing shall not be construed to excuse the applicable Issuing Bank fromliability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive
damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether
drafts and other documents presented under a Documentary Credit comply with the terms thereof. The parties hereto
expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable IssuingBank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to haveexercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof,
the parties agree that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Documentary Credit, the applicable Issuing Bank may, in its sole discretion, either
accept and make payment upon such documents without responsibility for further investigation, regardless of any
notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents
are not in strict compliance with the terms of such Documentary Credit.
(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof,
examine all documents purporting to represent a demandfor payment under a Documentary Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the
Borrower by telephone (confirmed by telecopy or electronic mail) of such demand for payment and whether such
Issuing Bank has made or will make an DC Disbursement thereunder; provided that any failure to give or delay ingiving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders withrespect to any such DC Disbursement.
(h) Interim Interest. If the applicable Issuing Bank shall make any DC Disbursement, then, unless the Borrower
shall reimburse such DC Disbursement in full on the date such DC Disbursement is made, the unpaid amount thereof
shall bear interest, for each day from and including the date such DC Disbursement is made to but excluding the datethat the reimbursement is due and payable at the rate per annum then applicable to Base Rate Revolving Loans andsuch interest shall be due and payable on the date when such reimbursement is payable; provided that, if the
Borrower fails to reimburse such DC Disbursement when due pursuant to paragraph (e) of this Section, then Section
2.8(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank,
except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section
to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.
(i) Replacement of the Issuing Bank. (i) An Issuing Bank may be replaced at any time by written agreement
among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such
replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.19(c). From and after the effective date of any such replacement, (x) the
successor Issuing Bank shall have all the rights and obligations of Issuing Banks under this Agreement with respect
to Documentary Credits to be issued thereafter and (y) references herein to the term “Issuing Bank” shall be deemed
to refer to such successor or to any previous Issuing Banks, or to such successor and all previous Issuing Banks, as
the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remaina party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement withrespect to Documentary Credits issued by it prior to such replacement, but shall not be required to issue additional
Documentary Credits.
(ii) Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as
an Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and theLenders, in which case, such Issuing Bank shall be replaced in accordance with Section 2.4(i) above.
(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the
Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of theLoans has been accelerated, Revolving Lenders with DC Exposure representing greater than 50% of the total DC
Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an
account with the Administrative Agent, in the name of theAdministrative Agent and for the benefit of the Revolving Lenders, an amount in cash equal to the DC Exposure as ofsuch date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateralshall become effective immediately, and such deposit shall become immediately due and payable, without demand orother notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in
Section 7.1(f) or (g). Such deposit shall be held by the Administrative Agent as collateral for the payment andperformance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earnedon the investment of such deposits, which investments shall be made at the option and sole discretion of the
Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for DC Disbursements for which it has not been reimbursed and,to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the
DC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of
Revolving Lenders with DC Exposure representing greater than 50% of the total DC Exposure), be applied to satisfy
other Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of theoccurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured or waived.
(k) Documentary Credits Issued for Account of Restricted Subsidiaries. Notwithstanding that a Documentary
Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Subsidiary of the
Borrower, or states that a Subsidiary of the Borrower is the “account party,” “applicant,” “customer,” “instructing party,”or the like of or for such Documentary Credit, and without derogating from any rights of the applicable Issuing Bank
(whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Documentary
Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such
Documentary Credit (including to reimburse any and all drawings thereunder) as if such Documentary Credit had
been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that mightotherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect ofsuch Documentary Credit. The Borrower hereby acknowledges that the issuance of such Documentary Credits for its
Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits fromthe businesses of such Subsidiaries.
2.5.

Funding of Revolving Borrowings.

(a) Each Lender shall make each Revolving Loan to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds by 2:00 p.m., New York City time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will makesuch Loans available to the Borrower by promptly crediting the amounts soreceived, in like funds, to an account of the Borrower maintained at a financial institution reasonably acceptable to the
Administrative Agent and designated by the Borrower in the applicable Borrowing Request; provided that Base Rate
Revolving Loans made to finance the reimbursement of an DC Disbursement as provided in Section 2.4(e) shall beremitted by the Administrative Agent to the relevant Issuing Bank.
(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date ofany Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Revolving Loan
Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such Revolving
Loan Percentage of such Borrowing available on such date in accordance with paragraph (a) of this Section and may,in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a
Lender has not in fact made its Revolving Loan Percentage of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each day from and including the date suchamount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in
the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent inaccordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rateapplicable to Base Rate Loans. If such Lender pays such amount to the Administrative Agent, then such amount shallconstitute such Lender’s Revolving Loan included in such Borrowing.
2.6.

Termination and Reduction of Revolving Commitments.

(a) Unless previously terminated, the Revolving Commitments of any Class shall terminate on the Revolving
Maturity Date of such Class.
(b)
The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments;
provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of$5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving
Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section
2.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving
Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of suchtermination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any
notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments
delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities oranother contingency, in which case such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the
Revolving Commitments shall bepermanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordancewith their respective Revolving Commitments.
2.7.

Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay the Administrative Agent for the account of each
Lender the then unpaid principal amount of each Loan made by such Lender on the applicable Revolving Maturity
Date.
(b)
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing
Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including
the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent shall, in respect of this Agreement, record in the Register, with separate subaccounts for each Lender, (i) the amount and Borrowing Date of each Loan made hereunder, (ii) the amount of any
principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and(iii) both the amount of any payment received by the Administrative Agent hereunder from the Borrower and each
Lender’s share thereof.
(d)
The entries made in the Register and the accounts of each Lender maintained pursuant to Sections
2.7(b) and (c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amountsof the obligations of the Borrower therein recorded absent manifest error; provided, however, that the failure of any
Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any
manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower bysuch Lender in accordance with the terms of this Agreement.
(e) If so requested after the Closing Date by any Lender by written notice to the Borrower (with a copy to the
Administrative Agent), the Borrower will execute and deliver to such Lender, promptly after the Borrower’s receipt ofsuch notice, a Note to evidence such Lender’s Loans in form and substance reasonably satisfactory to the Lenderand the Borrower.
2.8.

Interest Rates and Payment Dates.

(a)Each EurodollarSOFR Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar RateAdjusted Term SOFR determined for such Interest Period
plus the Applicable Margin.
(b) Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate from time to timeplus the Applicable Margin.
(c) Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default
under Section 7.1(a) or (b), at any time after the date on which any principal amount of any Loan is due and payable(whether on the maturity

date therefor, upon acceleration or otherwise), or after any other monetary Obligation of the Borrower or any other
Loan Party shall have become due and payable, and, in each case, for so long as such overdue Obligation remains
unpaid, the Borrower shall pay, but only to the extent permitted by law, interest (after as well as before judgment) on
such unpaid overdue amounts at a rate per annum equal to (i) in the case of overdue principal on any Loan, the rateof interest that otherwise would be applicable to such Loan plus 2% per annum and (ii) in the case of overdue
interest, fees, and other monetary Obligations, the rate then applicable to Base Rate Loans plus 2% per annum.
(d)Interest shall be payable in arrears on each Interest Payment Date; provided that interest accruing
pursuant to paragraph (c) of this Section shall be payable from time to time on demand.
(e)
The provisions of this Section 2.8 (and the interest rates applicable to various extensions of credit
hereunder) shall be subject to modification as expressly provided in Section 2.23 hereof.
2.9.

Computation of Interest and Fees.

(a)Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for theactual days elapsed, except that, with respect to Base Rate Loans, when the Base Rate is based on the Prime Ratethe interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actualdays elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of eachdetermination of a Eurodollar RateAdjusted Term SOFR. Any change in the interest rate on a Loan resulting from achange in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening ofbusiness on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable
notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate.
(b)
Each determination of an interest rate by the Administrative Agent pursuant to any provision of thisAgreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.
(c)If, as a result of any restatement of public disclosure, inaccuracy in any certificate delivered or similar
miscalculation of the KPI Metrics and an increase in the Applicable Margins for such period would result from proper
calculations based thereon, the Borrower shall retroactively be obligated to pay (or, after the occurrence of an actualor deemed entry of an order for relief with respect to the Borrower Debtor Relief Laws, automatically and without
further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interestand fees that should have been paid for such period over the amount of interest and fees actually paid for such
period.
2.10.
(a)Period:Benchmark Replacement Setting.
Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.10, if prior to the first day of any Interest(i)the Administrative Agent shall have reasonably determined (which determination shall beconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurodollar RateAdjusted Term SOFR forsuch Interest Period, or(ii) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar
RateAdjusted Term SOFR determined or to be determined for such Interest Period in good faith by such
Required Lenders will not adequately and fairly reflect the cost to such Lenders (as conclusively certified bysuch Lenders) of making or maintaining their affected Loans during such Interest Period,
the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders assoon as practicable thereafter. If such notice is given (x) any EurodollarSOFR Loans hereunder requested to bemade on the first day of such Interest Period shall be made as Base Rate Loans, (y) any Loans hereunder that were
to have been converted on the first day of such Interest Period to EurodollarSOFR Loans shall be continued as Base
Rate Loans and (z) any outstanding EurodollarSOFR Loans hereunder shall be converted, on the last day of thethen-current Interest Period, to Base Rate Loans;provided that if the circumstances giving rise to such notice shall cease or otherwise become inapplicable to such
Required Lenders, then such Required Lenders shall promptly give notice of such change in circumstances to the
Administrative Agent and the Borrower. Until such notice has been withdrawn by the Administrative Agent, no further
EurodollarSOFR Loans hereunder shall be made or continued as such, nor shall the Borrower have the right toconvert Loans hereunder to EurodollarSOFR Loans.
(b)
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan
Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark
Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definitionof “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replacesuch Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting
and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, thisAgreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance withclause (32) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of
any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date noticeof such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has notreceived, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising theRequired Lenders.

(c) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark
Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes
from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any
amendments implementing such Benchmark Replacement Conforming Changes will become effective without any
further action or consent of any other party to this Agreement or any other Loan Document.
(d) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the
Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as
applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement,(iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any
tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark
Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if
applicable, any Lender (or group of Lenders) pursuant to this Section titled “Benchmark Replacement Setting,”
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of anevent, circumstance or date and any decision to take or refrain from taking any action or any selection, will beconclusive and binding absent manifest error and may be made in its or their sole discretion and without consent fromany other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant
to this Section titled “Benchmark Replacement Setting.”(e)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other
Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if thethen-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any tenor for such Benchmark
is not displayed on a screen or other information service that publishes such rate from time to time as selected by the
Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such
Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest
Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and(ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or
information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to anannouncement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement),
then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after suchtime to reinstate such previously removed tenor.
(f)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a
Benchmark Unavailability Period, the Borrower may revoke any request for a EurodollarSOFR Borrowing of,conversion to or continuation of EurodollarSOFR Loans to be made, converted or continued during any Benchmark
Unavailability Period and, failing that, the Borrower will be deemed to have convertedany such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark
Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, thecomponent of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of Base Rate.
The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability in respectof (a) the monitoring, determination or verification of the unavailability or cessation of LIBORSOFR (or otherapplicable Benchmark), (b) the administration of, submission of or any other matter related to the reference rate or
any spread adjustment, any component definition thereof or rates referenced in the definition thereof or any
alternative, comparable or successor rate or adjustment thereto (including any then-current Benchmark, any
Benchmark Replacement or any Benchmark Replacement Adjustment), including whether the composition or
characteristics of any such alternative, comparable or successor rate or adjustment (including any Benchmark
Replacement or any Benchmark Replacement Adjustment) will be similar to, or produce the same value of economic
equivalence of, reference rate, any other Benchmark or any Benchmark Replacement Adjustment, or (b) the effect,
implementation or composition of any Benchmark Replacement Conforming Changes.
2.11.

Prepayment of Loans.

(a) Subject to the provisos below, the Borrower may at any time and from time to time prepay the Loans, inwhole or in part, without premium or penalty, upon irrevocable notice, which shall be in substantially the firm attachedhereto as Exhibit G, delivered to the Administrative Agent prior to 10:00 A.M., New York City time, on the sameBusiness Day, which notice shall specify the date and amount of prepayment and whether the prepayment is ofEurodollarSOFR Loans or Base Rate Loans; provided that if a EurodollarSOFR Loan is prepaid on any day otherthan the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to
Section 2.17. Upon receipt of any such notice of prepayment, the Administrative Agent shall notify each relevant
Lender thereof on the date of receipt of such notice. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein, together with (except in the case of prepayments of Loans
maintained as Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments shall bein an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, thethen outstanding principal amount of Loans). The application of any prepayment pursuant to this Section 2.11(a) shallbe made, first, to Base Rate Loans of the respective Lenders (and of the respective tranche, if there are multiple
tranches) and, second, to EurodollarSOFR Loans of the respective Lenders (and of the respective tranche, if there
are multiple tranches). A notice of prepayment of all outstanding Loans pursuant to this Section 2.11(a) may state thatsuch notice is conditioned upon the effectiveness of other credit facilities, securities offerings or other transactions,the proceeds of which will be used to refinance in full this Agreement, in which case such notice may be revoked by
the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is notsatisfied.

2.12.

Conversion and Continuation Options.

(a)
The Borrower may elect from time to time to convert EurodollarSOFR Loans to Base Rate Loans bygiving the Administrative Agent prior irrevocable notice, in substantially the form attached hereto as Exhibit F, of suchelection no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date,provided that any such conversion of EurodollarSOFR Loans may only be made on the last day of an Interest Periodwith respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to EurodollarSOFR Loansby giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City
time, on the third (3rd) Business Day preceding the proposed conversion date (which notice shall specify the length of
the initial Interest Period therefor), provided that no Base Rate Loan may be converted into a EurodollarSOFR Loan
when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders havedetermined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice, theAdministrative Agent shall promptly notify each relevant Lender thereof.
(b)
Any EurodollarSOFR Loan may be continued as such upon the expiration of the then current Interest
Period with respect thereto by the Borrower giving irrevocable notice no later than 12:00 Noon, New York City time,on the third (3rd) U Business Day preceding the proposed continuation date to the Administrative Agent, in
substantially the form attached hereto as Exhibit F, in accordance with the applicable provisions of the term “Interest
Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided thatno EurodollarSOFR Loan may be continued as such when any Event of Default has occurred and is continuing and
the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit
such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described abovein this paragraph or if such continuation is not permitted pursuant to the preceding proviso such EurodollarSOFRLoans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period.
Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof.
2.13. Limitations on EurodollarSOFR Tranches. Notwithstanding anything to the contrary in this Agreement,
all borrowings, conversions and continuations of EurodollarSOFR Loans and all selections of Interest Periods shall bein such amounts and be made pursuant to such elections so that no more than ten different Interest Periods for any
Class of Loans be outstanding at any one time (unless a greater number of Interest Periods is permitted by the
Administrative Agent).
2.14.

Pro Rata Treatment, etc.

(a) Except as otherwise provided herein (including Section 2.23), each borrowing by the Borrower from theLenders hereunder shall be made pro rata according to their Revolving Loan Percentages.
(b) Except as otherwise provided herein (including Section 2.23), each payment (including each prepayment)by the Borrower on account of principal orinterest on each Class of Loans shall be made pro rata according to the respective outstanding principal amounts ofsuch Class of Loans then held by the applicable Lenders.
(c) All payments by the Borrower hereunder and under the Notes shall be made in Dollars in immediately
available funds without setoff or counterclaim at the Funding Office of the Administrative Agent by 2:00 P.M., NewYork City time, on the date on which such payment shall be due, provided that if any payment hereunder would
become due and payable on a day other than a Business Day such payment shall become due and payable on thenext succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at thethen applicable rate during such extension. Interest in respect of any Loan hereunder shall accrue from and including
the date of such Loan to but excluding the date on which such Loan is paid in full.
(d) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date ofany payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and theAdministrative Agent may, but shall not be required to, in reliance upon such assumption, make available to theLenders their respective pro rata shares of a corresponding amount. If such payment is not made to the
Administrative Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agentshall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant
to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average
Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any
Lender against the Borrower.
(e) Notwithstanding anything to the contrary contained in this Section 2.14 or elsewhere in this Agreement,
the Borrower may extend the final maturity of Loans in connection with an Extension that is permitted under Section
2.23 without being obligated to effect such extensions on a pro rata basis among the Lenders. Furthermore, theBorrower may take all actions contemplated by Section 2.23 in connection with any Extension (including modifying
pricing and repayments or prepayments), and in each case such actions shall be permitted, and the differing
payments contemplated therein shall be permitted without giving rise to any violation of this Section 2.14 or any otherprovision of this Agreement.
2.15.

Requirements of Law.

(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereofor compliance by any Lender or Issuing Bank with any request or directive (whether or not having the force of law)from any central bank or other Governmental Authority, in each case, made subsequent to the Closing Date(including, but not limited to, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and, in each case,all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules,
guidelines, requirements

and 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 Governmental Authorities, in each casepursuant to Basel III):(i)shall subject the Administrative Agent, any Lender or Issuing Bank to any Tax of any kindwhatsoever with respect to this Agreement or any EurodollarSOFR Loan made by it (except for Non-Excluded
Taxes or Other Taxes covered by Section 2.16 and any Excluded Taxes);(ii)
shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar
requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans orother extensions of credit by, or any other acquisition of funds by, any office of such Lender or Issuing Bank
that is not otherwise included in the determination of the EurodollarSOFR Rate; or(iii) shall impose on any such Lender or Issuing Bank or the London interbank market (by reasons ofsuch Lender or Issuing Bank’s participation in the London interbank market) any other condition, cost or
expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Documentary
Credit or participation therein;
and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank, by an amount that such
Lender or Issuing Bank deems to be material, of making, converting into, continuing or maintaining EurodollarSOFRLoans or any Documentary Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any
such case, the Borrower shall promptly pay such Lender or Issuing Bank, upon its demand, any additional amounts
necessary to compensate such Lender or Issuing Bank for such increased cost or reduced amount receivable. If any
Lender or Issuing Bank becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly
notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become soentitled.
(b)
If any Lender or Issuing Bank shall have determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereofor compliance by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank with any
request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) fromany Governmental Authority made subsequent to the Closing Date shall have the effect of reducing the rate of returnon such Lender’s, such Issuing Bank’s or such corporation’s capital as a consequence of its obligations hereunder toa level below that which such Lender, such Issuing Bank’s or such corporation could have achieved but for such
adoption, change or compliance (taking into consideration such Lender’s, such Issuing Bank’s or such corporation’s
policies with respect to capital adequacy or liquidity requirements) by an amount deemed by such Lender to bematerial, then from time to time, after submission by such Lender or Issuing Bank to the Borrower (with a copy to the
Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or Issuing Bank such
additional

amount or amounts as will compensate such Lender, such Issuing Bank or such corporation for such reduction.
(c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or
Issuing Bank to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest
error. Notwithstanding anything to the contrary in this Section 2.15, the Borrower shall not be required to compensate
any Lender or Issuing Bank pursuant to this Section 2.15 for any amounts incurred more than 180 days prior to thedate that such Lender or Issuing Bank notifies the Borrower of such Lender’s or Issuing Bank’s intention to claim
compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, thensuch 180 days period shall be extended to include the period of such retroactive effect. The obligations of the
Borrower pursuant to this Section 2.15 shall survive the termination of this Agreement and the payment of the Loans
and all other amounts payable hereunder.
2.16.

Taxes.

(a) Unless required by applicable law (as determined in good faith by the applicable withholding agent), allpayments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shallbe made free and clear of, and without deduction or withholding for or on account of, any Taxes, excluding (i) Taxes
imposed on or measured by net income (however denominated), gross receipts Taxes (imposed in lieu of net income
Taxes) and franchise Taxes (imposed in lieu of net income Taxes) imposed on the Administrative Agent or any Lender
as a result of such recipient (A) being organized or having its principal office in the applicable taxing jurisdiction, or in
the case of any Lender, having its applicable lending office in such jurisdiction, or (B) having any other present orformer connection with the applicable taxing jurisdiction (other than any such connection arising solely from theAdministrative Agent or such Lender having executed, delivered, become a party to, or performed its obligations or
received a payment under, or enforced, and/or engaged in any activities contemplated with respect to this Agreement
or any other Loan Document); (ii) any Taxes in the nature of the branch profits tax within the meaning of Section 884
of the Code imposed by any jurisdiction described in clause (i) above; (iii) other than in the case of an assignee
pursuant to a request by the Borrower under Section 2.22 hereof, any U.S. federal withholding tax except (A) to theextent such withholding tax results from a change in a Requirement of Law after the recipient became a party hereto
or changed its lending office or (B) to the extent that such recipient’s assignor (if any) was entitled immediately prior
to such assignment or such recipient was entitled immediately prior to changing its lending office to receive additionalamounts from any Loan Party with respect to such withholding tax pursuant to this Section 2.16(a); (iv) any
withholding Tax that is attributable to the recipient’s failure to comply with Section 2.16(e) hereof; and (v) any
withholding Taxes imposed pursuant to FATCA. If any such non-excluded Taxes (“Non-Excluded Taxes”) or Other
Taxes are required by law to be withheld by the applicable withholding agent from any amounts payable to the
Administrative Agent or any Lender hereunder, or under any other Loan Document: (x) the amounts so payable by
the applicable Loan Party to the Administrative Agent or such Lender shall be increased to the extent necessary sothat after all required deductions for Non-Excluded

Taxes and Other Taxes (including deductions for Non-Excluded Taxes and Other Taxes applicable to additional sums
payable under this Section 2.16) have been made, the Lender (or, in the case of any payment made to the
Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would
have received had no such deduction or withholding for Non-Excluded Taxes and Other Taxes been made, (y) theapplicable withholding agent shall make such deductions, and (z) the applicable withholding agent shall timely pay
the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Notwithstanding anything to the contrary contained in this Section 2.16(a) or Section 2.16(b), unless the
Administrative Agent or a Lender gives notice to the applicable Loan Party that such Loan Party is obligated to pay anamount under Section 2.16(a) or Section 2.16(b) within 180 days of the later of (x) the date the applicable party incurs
the Taxes or (y) the date the applicable party has knowledge of its incurrence of the Taxes, then such party shall not
be entitled to be compensated for any penalties, interest or expenses relating to such Taxes, except to the extent
such penalties, interest or expenses arise or accrue on or after the date that occurs 180 days prior to the date suchparty gives notice to the applicable Loan Party, but if the circumstances giving rise to such claim have a retroactive
effect (e.g., in connection with the audit of a prior tax year), then such 180 day period shall be extended to include
such period of retroactive effect.
(b)
In addition, the relevant Loan Party shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.
(c) Whenever any Taxes are payable by a Loan Party pursuant to this Section 2.16, as promptly as possible
thereafter such Loan Party shall send to the Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an original official receipt received, if any, by the Borrower or otherdocumentary evidence showing payment thereof.
(d)
The Borrower shall indemnify the Administrative Agent and each Lender (within 10 days after demand
therefor) for the full amount of any Non-Excluded Taxes or Other Taxes (including Non-Excluded Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16), and for any reasonable
expenses arising therefrom or with respect thereto, that may become payable by the Administrative Agent or any
Lender, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by therelevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative
Agent or any Lender for any penalties, interest or expenses relating to Non-Excluded Taxes or Other Taxes to theextent that such penalties, interest or expenses are found by a final and nonappealable decision of a court ofcompetent jurisdiction to have resulted from such party’s gross negligence or willful misconduct. A certificate as to theamount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), orby the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative
Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by law, or reasonably
requested by the Borrower or the Administrative Agent, certifying as to any entitlement of such Lender to an
exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under
the Loan Documents. In addition, each Lender shall, at such times as reasonably requested by the Borrower or the
Administrative Agent, deliver such other documentation prescribed by applicable law or reasonably requested by the
Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or
not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall,whenever a lapse in time or change in circumstances renders any such documentation (including any documentation
specifically referenced below) expired, obsolete or inaccurate in any material respect, or upon the reasonable requestof the Borrower or the Administrative Agent, deliver promptly to the Borrower and the Administrative Agent updated orother appropriate documentation (including any new documentation reasonably requested by the applicable
withholding agent) or promptly notify the Borrower and the Administrative Agent of its legal ineligibility to do so.
Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating thatpayments under any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Tax at
a rate reduced by an applicable tax treaty, the Borrower, Administrative Agent or other applicable withholding agent
shall withhold amounts required to be withheld by applicable law from such payments at the applicable statutory rate.
Each Lender hereby authorizes the Administrative Agent to deliver to the Borrower and to any successor
Administrative Agent any documentation provided to the Administrative Agent pursuant to this Section 2.16(e).
Without limiting the generality of the foregoing:(i) Each Lender that is a “United States person” (as defined in Section 7701(a)(30) of the Code) shalldeliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to thisAgreement two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (orany successor form) certifying that such Lender is exempt from U.S. federal backup withholding.
(ii) Each Lender that is not a “United States person” (as defined in Section 7701(a)(30) of the Code)shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party tothis Agreement whichever of the following is applicable:(A)
two duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (orany successor forms) claiming eligibility for benefits of an income tax treaty to which the United Statesof America is a party,(B)
forms),

two duly completed copies of Internal Revenue Service Form W-8ECI (or any successor

(C) in the case of a Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit E (any such certificate a“United States Tax Compliance Certificate”), or any other form approved by the Administrative Agent, tothe effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code,(B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code,or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no
payments in connection with the Loan Documents are effectively connected with such Lender’s conductof a U.S. trade or business and (y) two duly completed copies of Internal Revenue Service Form W8BEN or W-8BEN-E (or any successor forms),(D)to the extent a Lender is not the beneficial owner (for example, where the Lender is apartnership, or is a Lender that has granted a participation), Internal Revenue Service Form W-8IMY (orany successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, UnitedStates Tax Compliance Certificate, Form W-9, Form W-8IMY (or other successor forms) or any otherrequired information from each beneficial owner, as applicable (provided that, if the Lender is apartnership (and not a participating Lender) and one or more direct or indirect partners are claiming theportfolio interest exemption, the United States Tax Compliance Certificate shall be provided by such
Lender on behalf of such direct or indirect partner(s)), or(E) any other form prescribed by applicable requirements of U.S. federal income tax law as abasis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together
with such supplementary documentation as may be prescribed by applicable requirements of law topermit the Borrower and the Administrative Agent to determine the withholding or deduction required tobe made.
(iii)
If a payment made to a Lender under any Loan Document would be subject to U.S. federal
withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting
requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law
and at such time or times reasonably requested by the Borrower or the Administrative Agent such
documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may
be necessary for the Borrower and the Administrative Agent to comply with their FATCA obligations, todetermine whether such Lender has or has not complied with such Lender’s FATCA obligations and to
determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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 certificate or promptly notify the Loan Parties and theAdministrative Agent in writing of its legal inability to do so. Notwithstanding any other provision of this clause (e), a
Lender shall not be required to deliver any forms, documentation or other information that such Lender is not legallyeligible to deliver.
(f) If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of
any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to whicha Loan Party has paid additional amounts pursuant to this Section 2.16, it shall pay over such refund the applicable
Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party
under this Section 2.16 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as the case may be, andwithout interest (other than any interest paid by the relevant Governmental Authority with respect to such refund, netof any Taxes payable by the Administrative Agent or such Lender); provided that the applicable Loan Party, upon therequest of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party (plusany penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agentor such Lender in the event the Administrative Agent or such Lender, as the case may be, is required to repay suchrefund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or
any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential)
to the Borrower or any other Person.
(g) The agreements in this Section 2.16 shall survive the termination of this Agreement, any assignment by
or replacement of a Lender, resignation of the Administrative Agent and the payment of the Loans and all otheramounts payable hereunder or any other Loan Document.
(h)
For the avoidance of doubt, any payments made by the Administrative Agent to any Lender shall betreated as payments made by the applicable Loan Party.
2.17. Indemnity. The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from,any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower inmaking a borrowing of, conversion into or continuation of EurodollarSOFR Loans after the Borrower has given a
notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower inmaking any prepayment of or conversion from EurodollarSOFR Loans after the Borrower has given a notice thereofin accordance with the provisions of this Agreement, or (c) the making of a prepayment or conversion ofEurodollarSOFR Loans on a day that is not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would haveaccrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of suchprepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in thecase of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, theApplicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender)that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable periodwith leading banks in the applicable interbank eurodollar market. A certificate as to any amounts payable pursuant tothis Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error.
Notwithstanding anything to the contrary in this Section 2.17, the Borrower shall not be required to compensate a
Lender pursuant to this Section 2.17 for any amounts incurred more than 180 days prior to the date that such Lender
notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances
giving rise to such claim have a retroactive effect, then such 180 days period shall be extended to include the periodof such retroactive effect. This covenant shall survive the termination of this Agreement and the payment of the Loans
and all other amounts payable hereunder.
2.18. Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to
the operation of Section 2.15 or 2.16(a) with respect to such Lender, it will, if requested by the Borrower, usereasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any
Loans affected by such event with the object of avoiding the consequences of such event; provided that suchdesignation is made on terms that, in the good faith judgment of such Lender, cause such Lender and its lending
office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section
shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.15 or
2.16(a).
2.19.

Fees.

(a) The Borrower agrees to pay to the Administrative Agent (i) the fees in the amounts and on the dates as
set forth in the Engagement Letter and (ii) for its own account, the annual administration fee separately agreed inwriting between the Borrower and the Administrative Agent, and, in each case, to perform any other obligations
contained therein.
(b) The Borrower agrees to pay to the Administrative Agent for the ratable account of each Lender according
to its Revolving Loan Percentage a commitment fee at a rate per annum equal to the Commitment Fee Percentage(computed on the basis of a year of 360 days and the actual number of days elapsed) on the average daily aggregate
Unused Revolving Commitments (the “Commitment Fee”); provided, however, that no Commitment Fee shall accrue
to the Unused Revolving Credit Commitment of a Defaulting Lender, or be payable for the benefit of such Lender, solong as such Lender shall be a Defaulting Lender. Such Commitment Fee amount accrued through and including thelast day of March, June, September and December of each year shall be payable quarterly in arrears on the third
Business Day following the Borrower’s receipt of an invoice from Administrative Agent for such period, commencing
on the first such date to occur after the date hereof; provided that such

Commitment Fee shall also be payable on the date on which the Revolving Commitments terminate.
(c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender (other than a
Defaulting Lender) a participation fee with respect to its participations in Documentary Credits, which shall accrue atthe same Applicable Margin used to determine the interest rate applicable to EurodollarSOFR Revolving Borrowings
on the average daily amount of such Lender’s DC Exposure (excluding any portion thereof attributable tounreimbursed DC Disbursements) during the period from and including the Closing Date to but excluding the later ofthe date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases tohave any DC Exposure, and (ii) to the relevant Issuing Bank a fronting fee, as may be agreed between the IssuingBank and the Borrower, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment,
renewal or extension of any Documentary Credit or processing of drawings thereunder. Participation fees and fronting
fees accrued through and including the last day of March, June, September and December of each year shall bepayable on the third Business Day following the Borrower’s receipt of an invoice from Administrative Agent for such
period, commencing on the first such date to occur after the Closing Date; provided that all such fees shall bepayable on the date on which the Commitments terminate and any such fees accruing after the date on which theCommitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to thisparagraph shall be payable within 10 days after demand (accompanied by reasonable back-up documentation
relating thereto). All participation fees and fronting fees shall be computed on the basis of a year of 360 days andshall be payable for the actual number of days elapsed (including the first day but excluding the last day).
2.20.
Nature of Fees. All Fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent (for the respective accounts of the Administrative Agent and the Lenders), as provided herein.
Once paid, none of the Fees shall be refundable under any circumstances.
2.21.

Incremental Revolving Facilities.

(a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative
Agent, request, during the Availability Period, the establishment of Incremental Revolving Commitments by anaggregate amount not in excess of the Maximum Incremental Commitment Amount; provided that(i) (y) no Default or Event of Default shall have occurred and be continuing or would exist after giving
effect thereto and (z) the conditions set forth in Section 4.2 are satisfied;(ii) on the date of the incurrence or effectiveness of such Incremental Revolving Facility (in the case of
the incurrence or effectiveness of Incremental Revolving Commitments, assuming such increase has been drawn infull), the Borrower shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 6.6
recomputed as of the last day of the most recently ended fiscal quarter forwhich financial statements have been or were required to be delivered pursuant to Section 5.1;
(iii)
the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer
certifying to the effect set forth in subclauses (i) and (ii) above, together with reasonably detailed calculations
demonstrating compliance with subclause (ii) above (which calculations shall, if made as of the last day of any fiscal
quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements
and Compliance Certificate required to be delivered by Section 5.2, be accompanied by a reasonably detailed
calculation of Consolidated EBITDA of the Borrower for the relevant period);(iv) all fees or other payments owing pursuant to this Agreement or as otherwise agreed in writing to
the Administrative Agent and the applicable Incremental Lenders shall have been paid; and(v) the other terms and conditions of any Incremental Revolving Facility shall be identical to those of
the Revolving Commitments and Revolving Loans then outstanding with a like Revolving Maturity Date, and shall betreated as a single Class with such Revolving Commitments and Revolving Loans with a like Revolving Maturity Date;provided that the upfront fees applicable to any Incremental Revolving Facility shall be as determined by the
Borrower and the Incremental Lenders providing such Incremental Revolving Facility.
(b)
Each notice from the Borrower pursuant to this Section 2.21 shall specify (i) the date on which the
Borrower proposes that the Incremental Revolving Facility shall, as applicable shall be effective, which shall be a date
not less than five (5) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after
the date on which such notice is delivered to the Administrative Agent and (ii) the requested amount and proposed
terms of the relevant Incremental Revolving Commitments, as applicable (it being agreed that (x) any Lenderapproached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide
such Incremental Revolving Commitment and (y) any Person that the Borrower proposes to become an Incremental
Lender, must be consented to (such consent not to be unreasonably withheld, delayed or conditioned) by the
Administrative Agent and each Issuing Bank if such consent would be required under Section 9.4 for an assignmentof Loans or Commitments, as applicable to such Lender or Incremental Lender.
(c) Incremental Revolving Commitments in respect of Incremental Loans shall become Commitments under
this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, theother Loan Documents, executed (in the case of such amendment to this Agreement) by the Borrower, each Lenderagreeing to provide such Commitment, if any, each Incremental Lender and the Administrative Agent.
(d) Upon each increase in the Revolving Commitments pursuant to this Section 2.21, (i) each Lender with a
Revolving Commitment immediately prior to such increase will automatically and without further act be deemed tohave assigned to each Incremental Lender in respect of such increase, and each Incremental Lender will

automatically and without further act be deemed to have assumed, a portion of such Lender’s participations
hereunder in outstanding Documentary Credits such that, immediately after giving effect to each such deemedassignment and assumption of participations, the percentage of the aggregate outstanding participations hereunderin Documentary Credits held by each Lender with a Revolving Commitment (including each Incremental Lender) will
equal the percentage of the aggregate Revolving Commitments of all Lenders with Revolving Commitments
represented by such Lender’s Revolving Commitment and (ii) if, on the date of such increase, there are any
Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such increase in the
Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting
such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the
Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.17. The
Administrative Agent and the Lenders hereby agree that the minimum Borrowing, pro rata Borrowing and pro rata
payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to
the immediately preceding sentence.
(e)This Section 2.21 shall supersede any provisions in Section 9.1 to the contrary.

2.22.
Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests
reimbursement for amounts owing pursuant to Section 2.15, 2.16 or 2.17, and is unable to designate a different
lending office in accordance with Section 2.18 so as to eliminate the continued need for payment of amounts owing
pursuant to Sections 2.15, 2.16 or 2.17, (b) refuses to extend its Loans pursuant to an Extension Offer pursuant to
Section 2.23 or (c) does not consent to any proposed amendment, supplement, modification, consent or waiver ofany provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or
each of the Lenders affected thereby (so long as the consent of the Required Lenders (of all Loans or the affected
Classes of Loans) has been obtained), in each case with a replacement financial institution(s); provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and becontinuing at the time of such replacement, (iii) the replacement financial institution(s) shall purchase, at par, allLoans outstanding, Commitments, DC Exposure and other amounts related thereto owing to such replaced Lenderon or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.17 if
any EurodollarSOFR Loan owing to such replaced Lender shall be purchased other than on the last day of theInterest Period relating thereto, (v) the replacement financial institution(s) (if other than a then existing Lender or anaffiliate thereof) shall be reasonably satisfactory to the Administrative Agent (such consent not to be unreasonably
withheld, delayed or conditioned), (vi) the replaced Lender shall be obligated to make such replacement inaccordance with the provisions of Section 9.6 (provided that the Borrower shall be obligated to pay the registrationand processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower
shall pay all additional amounts (if any) required pursuant to Section 2.15, 2.16 or 2.17, as the case may be, and (viii)
any such replacement shall not be deemedto be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the
replaced Lender.
2.23.

Extensions of Commitments.

(a)
Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an“Extension Offer”) made from time to time by the Borrower to any or all Lenders holding Commitments with a like
Revolving Maturity Date, the Borrower may from time to time request an extension to such Revolving Maturity Dateand otherwise modify the terms of such Commitments pursuant to the terms of the relevant Extension Offer(including, without limitation, by increasing the interest rate or fees payable in respect of such Loans (and related
outstandings)) (an “Extension”, such Commitments so extended, “Extended Revolving Commitments”; and eachgroup of Commitments so extended, as well as the original Commitments of such Credit Facility (not so extended),
being a “tranche”; any Extended Revolving Commitments shall constitute a separate tranche of Commitments fromthe tranche of Commitments from which they were converted and Loans made pursuant to Extended Revolving
Commitments shall constitute a separate Class of Loan); provided that (i) each applicable Lender shall have the right(but not the obligation) to agree to the extension of such Revolving Maturity Date, (ii) no Default or Event of Default
shall have occurred and be continuing at the time any the offering document (if any) in respect of an Extension Offer
is delivered to the Lenders, (iii) except as to interest rates, fees and final maturity, the Extended Revolving
Commitments of any Lender shall have the same terms as the original Commitments in the applicable Credit Facility;
provided that at no time shall there be more than three different Revolving Maturity Dates, (iv) if the aggregate
principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shallexceed the maximum aggregate principal amount of Commitments offered to be extended by the Borrower pursuant
to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum
amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to whichsuch Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall beconsistent with the foregoing, and all written communications by the Borrower generally directed to the Lenders inconnection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably
satisfactory to the Administrative Agent and (vi) any applicable Minimum Extension Condition shall be satisfied.
(b)With respect to an Extension consummated by the Borrower pursuant to this Section 2.23, (i) such
Extensions shall not constitute prepayments for purposes of Section 2.11 and (ii) no Extension Offer is required to bein any minimum amount or any minimum increment, provided that the Borrower may at its election specify as acondition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be
determined and specified in the relevant Extension Offer in the Borrower’s discretion) of Commitments of any or all
applicable tranches be tendered.
(c)
The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to thisAgreement and the other Loan Documents with theBorrower as may be necessary in order establish new tranches or sub-tranches in respect of Commitments so
extended and such technical amendments as may be necessary in connection with the establishment of such new
tranches or sub-tranches, in each case on terms consistent with this Section 2.23. Notwithstanding the foregoing, theAdministrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required
Lenders (of one or more Classes of Loans) with respect to any matter contemplated by this Section 2.23(c) and, if the
Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such
amendments with the Borrower in accordance with any instructions actually received by such Required Lenders andshall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall havereceived such advice or concurrence; provided, however, that whether or not there has been a request by the
Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the
Administrative Agent hereunder shall be binding and conclusive on the Lenders.
(d)In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5)Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof,and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, ineach case acting reasonably to accomplish the purposes of this Section 2.23.
2.24.
Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any
Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to theextent permitted by applicable law:(a) Waivers and Amendments. The Loans and Commitments of such Defaulting Lender shall not be included
in determining whether the Required Lenders have taken or may take any action hereunder or under any other Loan
Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.1); provided
that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby
shall, except as otherwise provided in Section 9.1, require the consent of such Defaulting Lender in accordance withthe terms hereof.
(b)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of such Defaulting Lender hereunder (whether voluntary, at maturity, pursuant to
Article VII or otherwise) shall be applied at such time or times as may be determined by the Administrative Agent asfollows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of whichsuch Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the
Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit
account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations withrespect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders or Issuing Banks
as a result of any judgment of a court of competent jurisdiction obtained by any

Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under thisAgreement; fifth, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of
any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a resultof such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or asotherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal
amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y)such Loans were made at a time when the conditions set forth in Section 4.1 were satisfied or waived, such payment
shall be applied solely to pay the Loans of the same Class of all non-Defaulting Lenders on a pro rata basis prior tobeing applied to the payment of any Loans of such Class of such Defaulting Lender until such time as all Loans ofsuch Class are held by the Lenders pro rata in accordance with the applicable Commitments. Any payments,
prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed
by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected bysuch Defaulting Lender, and such Defaulting Lender irrevocably consents hereto.
(c)

If any DC Exposure exists at the time such Lender becomes a Defaulting Lender then:(i) all or any part of the DC Exposure of such Defaulting Lender shall be reallocated among the nonDefaulting Lenders in accordance with their respective Revolving Credit Exposure Percentages but only to theextent (i) the sum of all non-Defaulting Lenders’ Loans and DC Exposure then outstanding plus such
Defaulting Lender’s DC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments and(ii) that after giving effect to such reallocation, no non-Defaulting Lender’s Loans and DC Exposure exceeds its
Commitment;(ii)
if the reallocation described in clause (i) above cannot, or can only partially, be effected, theBorrower shall within one Business Day following notice by the Administrative Agent cash collateralize in
Dollars (or, at the option of the Administrative Agent, in the applicable currency) for the benefit of the IssuingBanks only the Borrower’s obligations corresponding to such Defaulting Lender’s DC Exposure (after giving
effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in
Section 7 for so long as such DC Exposure is outstanding;(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s DC Exposure pursuant
to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to
Section 2.19(c) with respect to such Defaulting Lender’s DC Exposure during the period such Defaulting
Lender’s DC Exposure is cash collateralized;(iv) if the DC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, thenthe fees payable to the Lenders pursuant toSection 2.19(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Credit Exposure
Percentages; and(v)
if all or any portion of such Defaulting Lender’s DC Exposure is neither reallocated nor cash
collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of theIssuing Banks or any other Lender hereunder, all fees payable under Section 2.19(c) with respect to such
Defaulting Lender’s DC Exposure shall be payable to the Issuing Banks until and to the extent that such DC
Exposure is reallocated and/or cash collateralized; and(d) So long as such Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue, amend
or increase any Documentary Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s thenoutstanding DC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash
collateral will be provided by the Borrower in accordance with Section 2.24(c), and participating interests in any newly
issued or increased Documentary Credit shall be allocated among non-Defaulting Lenders in a manner consistent
with Section 2.24(c)(i) (and such Defaulting Lender shall not participate therein).
(e) Defaulting Lender Cure. If the Borrower and the Administrative Agent (unless the Administrative Agent is
the Defaulting Lender) agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so
notify the applicable parties hereto, whereupon as of the effective date specified in such notice and subject to any
conditions set forth therein (which may include arrangements with respect to any cash collateral), the DC Exposure of
the Lenders will be readjusted to reflect the inclusion of such Lender’s Commitment and such Lender will, to theextent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions
as the Administrative Agent (unless the Administrative Agent is the Defaulting Lender) may determine to be necessary
to cause the Loans to be held pro rata by the Lenders in accordance with the relative amounts of their Commitments
for each applicable Class of Loans, whereupon such Lender will cease to be a Defaulting Lender; provided that no
adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the
Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting Lender to non-Defaulting Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.
2.25.

Sustainability Adjustments.

(a)(A) Each of the Sustainability Margin Adjustment and the Sustainability Commitment Fee Adjustment
shall be effective on the Sustainability Adjustment Date and (B) each change in the Applicable Margin and theCommitment Fee Percentage resulting from a Sustainability Pricing Certificate shall be effective during the period
commencing on and including the applicable Sustainability Adjustment Date and ending on the date immediately
preceding the next such Sustainability Adjustment Date.

(b) For the avoidance of doubt, the Sustainability Pricing Certificate may be delivered only once in respect ofany calendar year. It is further understood and agreed that the Applicable Margin will never be reduced or increasedby more than 5.00 basis points and the Commitment Fee Percentage will never be reduced or increased by morethan 1.00 basis points, in each case pursuant to the Sustainability Margin Adjustment or the Sustainability
Commitment Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the
avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any
adjustment to the Commitment Fee Percentage due to a Sustainability Commitment Fee Adjustment in any calendar
year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which thenext adjustment is due to take place.
(c) If the Borrower fails to provide the Administrative Agent with the Sustainability Pricing Certificate or one ormore of the KPI Metrics for any calendar year within the timeframe indicated in Section 5.2(d), the Applicable Margin
shall be increased by 1.67 basis points and the Commitment Fee Percentage shall be increased by 0.34 basis points
for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the
day by which such Sustainability Pricing Certificate was required to have been delivered pursuant to the terms of
Section 5.2(d) and continuing until the Borrower submits another Sustainability Pricing Certificate for the subsequentcalendar year; provided that it is understood and agreed that the Applicable Margin and the Commitment Fee
Percentage, as applicable, will never be increased by more than the Maximum Adjustment.
(d)
If (i)(A) the Borrower or any Lender becomes aware of any material inaccuracy in any Sustainability
Applicable Rate Adjustment or any KPI Metric calculation as reported in a Sustainability Pricing Certificate (any suchmaterial inaccuracy, a “Sustainability Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lenderdelivers, not later than 10 Business Days after obtaining knowledge thereof, a written notice to the Administrative
Agent and the Sustainability Structuring Agent describing such Sustainability Pricing Certificate Inaccuracy inreasonable detail (which description shall be promptly shared with each Lender and the Borrower), or (B) the
Borrower and the Lenders agree that there was a Sustainability Pricing Certificate Inaccuracy at the time of delivery
of a Sustainability Pricing Certificate, and (ii) a proper calculation of the Sustainability Applicable Rate Adjustments or
the KPI Metrics would have resulted in an increase in the Applicable Margin and/or Commitment Fee Percentage forany applicable period, the Borrower shall pay to the Administrative Agent for the account of the Lenders promptly
following written demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of anorder for relief with respect to the Borrower under the Bankruptcy Code, automatically and without further action by
the Administrative Agent, any Lender), but in any event within 10 Business Days after the Borrower has received
written notice in reasonable detail of, or has agreed in writing that there was, a Sustainability Pricing Certificate
Inaccuracy, an amount equal to the excess of (1) the amount of interest or fee that should have been paid for such
period over (2) the amount of interest or fee actually paid for such period. If the Borrower becomes aware of any
Sustainability Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability
Applicable Rate Adjustment or the KPI Metrics would have resulted in a

decrease in the Applicable Margin or Commitment Fee Percentage for any period, then, upon receipt by the
Administrative Agent of notice from the Borrower of such Sustainability Pricing Certificate Inaccuracy (which notice
shall include corrections to the calculations of the Sustainability Applicable Rate Adjustment or the KPI Metrics, asapplicable and be certified to by a Responsible Officer of the Borrower), commencing on the Business Day following
receipt by the Administrative Agent of such notice, the Applicable Margin or the Commitment Fee Percentage, asapplicable, shall be adjusted to reflect the corrected calculations of the Sustainability Applicable Rate Adjustment or
the KPI Metrics, as applicable. It is understood and agreed that any Sustainability Pricing Certificate Inaccuracy withrespect to any applicable period shall not constitute a Default or Event of Default unless the Borrower fails to make apayment required by the foregoing terms of this Section 2.25(d) with respect to such Sustainability Pricing Certificate
Inaccuracy following demand for payment by the Administrative Agent made in accordance with the foregoing termsof this Section 2.25(d). Notwithstanding anything to the contrary herein, unless such amounts shall be due upon theoccurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy
Code, (a) any additional amounts required to be paid pursuant the immediately preceding paragraph shall not be dueand payable until a written demand is made for such payment by the Administrative Agent in accordance with suchparagraph, (b) any nonpayment of such additional amounts prior to or upon such demand for payment by
Administrative Agent shall not constitute a Default or Event of Default (whether retroactively or otherwise) and (c)none of such additional amounts shall be deemed overdue prior to such a demand or shall accrue interest at theDefault Rate prior to such a demand.
(e) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring
Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any
calculation by the Borrower of any Sustainability Applicable Rate Adjustment (or any of the data or computations thatare part of or related to any such calculation) set forth in the Initial KPI Metrics Report, any KPI Metrics Report or any
Sustainability Pricing Certificate (and the Administrative Agent may rely conclusively on any such certificate, without
further inquiry).
(f) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Borrower and theSustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following such Regulatory
Change any necessary amendment, modification or other supplement to Schedule 1.3 (Sustainability Performance
Thresholds) (and any component definitions thereof). Such amendment, modification or other supplement, shall beconsented to by the Administrative Agent, Sustainability Structuring Agent and the Borrower and will take effect solong as Lenders constituting Required Lenders do not object to such changes within five Business Days after noticeof such proposed amendment, modification or other supplement. If the Borrower and the Structuring Sustainability
Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon thewritten agreement among the Sustainability Structuring Agent, the Borrower and the Administrative Agent, which willtake effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business
Days after notice of suchproposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key
Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, theSustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In thecase such Key Performance Indicator no longer applies, the Borrower will then cease to refer to the applicable Key
Performance Indicator in the Sustainability Pricing Certificate.
Section 3______
Representations and Warranties
The Borrower represents and warrant on the Closing Date to the Administrative Agent, each Lender and eachIssuing Bank as follows:
3.1.
Existence; Compliance with Law. Each Loan Party (a) is duly organized, validly existing and (to theextent such concept is applicable) in good standing under the laws of the jurisdiction of its organization, (b) has thepower and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee
and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or otherorganization and (to the extent such concept is applicable) in good standing under the laws of each jurisdiction where
its ownership, lease or operation of property or the conduct of its business requires such qualification, and (d) is incompliance with all Requirements of Law, except, in the case of each of the foregoing clauses (a) through (d), to theextent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.
3.2. Power; Authorizations; Enforceable Obligations. Each Loan Party has the power and authority, and thelegal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, toobtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize theexecution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, toauthorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filingwith, notice to or other act by or in respect of, any Governmental Authority is required in connection with theextensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of thisAgreement or any of the Loan Documents, except (i) that have been obtained or made and are in full force and effectand (ii) to the extent that the failure to obtain any such consent, authorization, filing, notice or other act would not, inthe aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly
executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan
Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto,
enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at
law).

3.3.
No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan
Documents, the borrowings hereunder and the use of the proceeds thereof (x) will not violate any Requirement of
Law or any material Contractual Obligation of any Loan Party and (y) will not result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any
such material Contractual Obligation except, in the case of each of the foregoing clauses (x) and (y), to the extent
that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.
3.4.
Accuracy of Information. No statement or information contained in this Agreement, any other Loan
Document, or any other document, certificate or statement, including, without limitation, with respect to the KPI
Metrics and any reporting in connection therewith, furnished by or on behalf of any Loan Party to the Administrative
Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or
the other Loan Documents, contained as of the Closing Date, taken as a whole and in light of the circumstances inwhich made, any untrue statement of a material fact or omitted to state a material fact necessary to make thestatements contained herein or therein not materially misleading; provided that, with respect to projected financial
information, each Loan Party represents only that such information was prepared in good faith based uponassumptions believed by them to be reasonable at the time delivered and, if such projected financial information wasdelivered prior to the Closing Date, as of the Closing Date, it being understood that any such projected financial
information may vary from actual results and such variations could be material.
3.5. No Material Adverse Effect. Since the last day of the most recently ended fiscal year of the Borrower
prior to the Closing Date there has been no development or event that has had or would reasonably be expected tohave a Material Adverse Effect.
3.6. Title to Assets; Liens. The Borrower and its Restricted Subsidiaries have good and marketable title to, ora valid leasehold or easement interest in, all their other material property, taken as a whole, except for minor defects
in title that do not interfere with their ability to conduct their business as currently conducted or as proposed to be
conducted or to utilize such properties for their intended purposes, in each case, except as would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, and none of such property is subject to
any Lien except Liens permitted under Section 6.2.
3.7.
Intellectual Property. The Borrower and its Restricted Subsidiaries own, or are licensed to use, allIntellectual Property material to the conduct of their businesses, and the use thereof by the Borrower and its
Restricted Subsidiaries does not, to the knowledge of the Borrower, infringe upon, misappropriate or otherwise violate
the Intellectual Property rights of any other Person, in each case except where the failure to own or licenseIntellectual Property, or any infringement on Intellectual Property rights would not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.

3.8.
purposes.

Use of Proceeds. The proceeds of the Loans shall be utilized for the Refinancing and general corporate

3.9. Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority
is pending or, to the knowledge of the Borrower, threatened (including “cease and desist” letters and invitations totake a patent license) by or against the Borrower or its Restricted Subsidiaries or against any of their respective
properties, rights or revenues that, in the aggregate, would reasonably be expected to have a Material Adverse
Effect.
3.10. Federal Reserve Regulations. No part of the proceeds of any Loan will be used for any purpose that
violates the provisions of the Regulations of the Board of Governors. Neither the Borrower nor any of its Subsidiaries
is engaged principally, or as one of its important activities, in the business of extending credit for the purpose ofpurchasing or carrying any “margin stock.”
3.11.
Solvency. The Borrower and its Subsidiaries, taken as a whole, are, and after giving effect to theincurrence of all Indebtedness and obligations being incurred in connection herewith will be, Solvent.
3.12.
Taxes. Each of the Borrower and its Restricted Subsidiaries has filed or caused to be filed all federal
and state income Tax and other Tax returns that are required to be filed, except if the failure to make any such filingwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and has paid
all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property
and all other Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (otherthan any (x) the amount or validity of which are currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant entity,or (y) those where the failure to pay, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect). There is no proposed Tax assessment or other claim against, and no Tax audit with respect
to, the Borrower or its Restricted Subsidiaries that would reasonably be expected to, individually or in the aggregate,
have a Material Adverse Effect.
3.13.
ERISA. Except as, in the aggregate, does not or would not reasonably be expected to result in a
Material Adverse Effect: neither a Reportable Event nor a failure to satisfy the minimum funding standard of Section
430 of the Code or Section 303 of ERISA, whether or not waived, with respect to a Plan has occurred during the fiveyear period prior to the date on which this representation is made or deemed made with respect to any Plan, andeach Plan has complied in all respects with the applicable provisions of ERISA and the Code; no termination of aSingle Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used
to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is madeor deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither

the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer
Plan; to the knowledge of the Borrower after due inquiry, neither the Borrower nor any Commonly Controlled Entity
would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were towithdraw completely from any Multiemployer Plans as of the valuation date most closely preceding the date on which
this representation is made or deemed made; and to the knowledge of the Borrower after due inquiry, no
Multiemployer Plan is in “critical status” (within the meaning of Section 432 of the Code or Section 305 of ERISA) or
Insolvent.
3.14. Environmental Matters; Hazardous Material. There has been no matter with respect to Environmental
Laws or Materials of Environmental Concern which, in the aggregate, would reasonably be expected to have a
Material Adverse Effect.
3.15.
Investment Company Act; Other Regulations. Neither the Borrower nor any Restricted Subsidiary is
required to register as an “investment company”, or a company “controlled” by an “investment company”, within themeaning of the Investment Company Act of 1940, as amended. Neither the Borrower nor any Restricted Subsidiary is
subject to regulation under any Requirement of Law that limits its ability to incur Indebtedness under this Agreement
and the other Loan Documents.
3.16.
Labor Matters. Except as, in the aggregate, would not reasonably be expected to have a Material
Adverse Effect: (a) there are no strikes or other labor disputes against the Borrower or any Restricted Subsidiarypending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made to employees ofeach of the Borrower and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any
other applicable Requirement of Law dealing with such matters; and (c) all payments due from the Borrower and its
Restricted Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liabilityon the books of the relevant entity.
3.17. Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies
and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its
Subsidiaries and their respective officers and directors and to the knowledge of the Borrower its employees andagents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the
Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the
Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit fromthe credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or other transaction
contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.
3.18.

Affected Financial Institutions. No Loan Party is an Affected Financial Institution.

3.19. Disclosure. As of the Closing Date, to the best knowledge of the Borrower, the information included in
the Beneficial Ownership Certification provided on or prior tothe Closing Date to any Lender in connection with this Agreement is true and correct in all respects.
3.20.
ERISA Event. 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.
Section 4________
Conditions Precedent
4.1. Conditions to the Closing Date. The obligations of the Lenders to make Loans and of the Issuing Banks
to issue Documentary Credits hereunder shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 9.1):(a)Loan Documents. The Administrative Agent shall have received counterparts hereof executed anddelivered by the Borrower, the Administrative Agent, the Sustainability Structuring Agent, and each other Lender andIssuing Bank and Schedules to this Agreement.
(b) Corporate Documents and Proceedings. The Administrative Agent shall have received (i) a certificate ofeach Borrower, dated the Closing Date, substantially in the form attached hereto as Exhibit A, with appropriate
insertions and attachments, including the certificate of incorporation of Borrower, and (ii) a long form good standing
certificate for Borrower from its jurisdiction of organization.
(c) No Material Adverse Effect. Since September 3, 2020, there has been no development or event that has
had or would reasonably be expected to have a Material Adverse Effect.
(d) Officer’s Certificate. The Administrative Agent shall have received a certificate, dated as of the Closing
Date by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in Section 4.1(c)and Section 4.2(a) and (b) (and covering all representations and warranties in Section 3).
(e) Solvency Certificate. The Administrative Agent shall have received a customary certificate from the chief
financial officer of the Borrower in form and substance satisfactory to the Administrative Agent certifying as to thesolvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions
contemplated to occur on the Closing Date.
(f)
Payment of Fees; Expenses. The Arrangers and the Administrative Agent shall have received all fees
required to be paid, and all reasonable costs and expenses required to be paid and for which invoices have beenpresented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date.

(g)Legal Opinion. The Administrative Agent shall have received a legal opinion from Wilson Sonsini
Goodrich & Rosati P.C., counsel to the Borrower, in form and substance satisfactory to the Administrative Agent.
(h)Refinancing. Substantially simultaneously with the Closing Date, the Refinancing shall be consummated.

(i) Patriot Act and Beneficial Ownership Regulation. (i) The Administrative Agent shall have received, at least
three (3) Business Days prior to the Closing Date, all documentation and information as is reasonably requested inwriting by any Lender at least eight days prior to the Closing Date about the Borrower and its Subsidiaries that isrequired by U.S. Governmental Authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation, the Patriot Act and (ii) to the extent the Borrower qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lenderthat has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial
Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification(provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition
set forth in this clause (ii) shall be deemed to be satisfied).
(j) Initial KPI Metrics Report. The Administrative Agent shall have received the Initial KPI Metrics Report, ofwhich all data and information in such Initial KPI Metrics Report has been made publicly available by the Borrower via
the Borrower’s annual report on environmental, social and governance issues.
4.2.
Each Credit Event. The obligation of each Lender to make a Revolving Loan on the occasion of any
Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Documentary Credit, is subject to thesatisfaction of the following conditions:(a)All representations and warranties contained in this Agreement (except the representations andwarranties contained in Sections 3.5 and 3.9, which are only made as of the Closing Date) shall be true and correct inall material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or
extension of such Documentary Credit, as applicable, with the same effect as if made on and as of such date (unlessstated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct
in all material respects as of such earlier date) (it being understood that any representation or warranty that isqualified as to materiality or Material Adverse Effect shall be correct in all respects).
(b) At the time of and immediately after giving effect to such Revolving Loan or the issuance, amendment,
renewal or extension of such Documentary Credit, as applicable, no Default or Event of Default shall have occurredand be continuing.
(c)
The Administrative Agent shall have received a notice requesting such Borrowing or the issuance,
amendment, renewal or extension of such Documentary Credit, as applicable to the extent required hereunder.

Each Borrowing and each issuance, amendment, renewal or extension of a Documentary Credit shall be deemed toconstitute a representation and warranty by the Borrower on the date thereof as to the matters specified inparagraphs (a) and (b) of this Section.
Section 5_____
Affirmative Covenants
Until the Commitments have expired or been terminated and the principal of and interest on each Loan and allfees payable hereunder shall have been paid in full and all Documentary Credits shall have expired or terminated andall DC Disbursements shall have been reimbursed, the Borrower covenants and agrees that:
5.1. Financial Statements, etc. The Borrower will furnish to the Administrative Agent (for distribution to theLenders), within 15 days after the Borrower has filed the same with the SEC, copies of the quarterly and annual
reports and the information, documents and reports (or copies of such portions of any of the foregoing as the SEC
may prescribe) that the Borrower may be required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act (other than confidential filings, documents subject to confidential treatment and correspondence with
the SEC); provided that in each case the delivery of materials to the Administrative Agent by electronic means or filingof documents pursuant to the SEC’s “EDGAR” system (or any successor electronic filing system) shall be deemed tobe “furnished” with the Administrative Agent as of the time such documents are filed via the “EDGAR” system for
purposes of this Section 5.1.
5.2.

Compliance Certificate; Reporting.

(a)Promptly (and in any event within 5 Business Days) following delivery of the quarterly and annual
financial statements provided for in Section 5.1 on Form 10-Q or 10-K, as applicable, a certificate of a Financial
Officer of the Borrower substantially in the form of Exhibit C (y) stating no Default or Event of Default has occurredand is then continuing or, if a Default or Event of Default exists, a detailed description of the Default or Event of
Default and all actions the Borrower is taking with respect to such Default or Event of Default and (z) containing
calculations demonstrating the Borrower’s compliance with the covenants set forth in Section 6.6.
(b) The Borrower will deliver to the Administrative Agent, forthwith upon any Responsible Officer becoming
aware of any Default or Event of Default (which shall be no more than five (5) Business Days following the date on
which the Responsible Officer becomes aware of such Default or Event of Default), an officer’s certificate of a
Responsible Officer of the Borrower specifying such Default or Event of Default and what action the Borrower istaking or proposes to take with respect thereto.
(c)Promptly following any request therefor, the Borrower will deliver information and documentation
reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “knowyour customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial
Ownership Regulation. Promptly following any request therefor, the Borrower shallprovide written notice of any change in the list of beneficial owners identified in the most recent Beneficial Ownership
Certification delivered to Administrative Agent or a Lender.
(d)
as soon as available and in any event within 180 days following the end of each calendar year
(commencing with the calendar year ending December 31, 2021, the Borrower will furnish to the Administrative Agenta Sustainability Pricing Certificate for the most recently-ended calendar year; provided, however, that for any calendar
year the Borrower may elect not to deliver a Sustainability Pricing Certificate, and such election shall not constitute a
Default or Event of Default under this Agreement (but such failure to so deliver a Sustainability Pricing Certificate by
the end of such 180-day period shall result in the Sustainability Applicable Rate Adjustment being applied as set forthin Section 2.25(c).
5.3. Maintenance of Existence. The Borrower and its Restricted Subsidiaries shall (i) preserve, renew andkeep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights,
privileges and franchises reasonably necessary in the normal conduct of its business, except, in each case, (x) as
otherwise permitted by Section 6.3 or (y) to the extent that failure to do so would not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.
5.4.

Maintenance of Insurance.

The Loan Parties will maintain insurance policies (or self-insurance) on all its property in at least such amounts
and against at least such risks as are usually insured against by companies of a similar size engaged in the same ora similar business (after giving effect to any self-insurance which in the good faith judgment of management of the
Borrower is reasonable and prudent in light of the size and nature of its business). Notwithstanding anything to thecontrary herein, with respect to Foreign Subsidiaries that are Guarantors, the requirements of this Section 5.4 shallbe deemed satisfied if the Borrower obtains insurance policies that are customary and appropriate for the applicablejurisdiction.
5.5. Use of Proceeds and Documentary Credits. The proceeds of the Loans and the Documentary Credits
will be used only for general corporate purposes. No part of the proceeds of any Loan or any Documentary Credit will
be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Federal
Reserve Board, including Regulations T, U and X.
5.6.
Compliance with Laws. The Borrower will maintain in effect and enforce policies and procedures
designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions.
5.7. Designation of Subsidiaries. The Borrower may at any time by written notice to the Administrative Agent(i) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (ii) designate any Unrestricted Subsidiary asa Restricted Subsidiary; provided that no Default or Event of Default shall have occurred and be continuing or would
result therefrom.

Section 6_____
Negative Covenants
Until the Commitments have expired or been terminated and the principal of and interest on each Loan and allfees payable hereunder shall have been paid in full and all Documentary Credits shall have expired or terminated andall DC Disbursements shall have been reimbursed, the Borrower covenants and agrees that:
6.1.
Limitation on Indebtedness. The Borrower will not permit any of its Restricted Subsidiaries to create,
assume, incur, Guarantee or otherwise become liable for any Indebtedness, without causing such Restricted
Subsidiary (excluding any Subsidiary that is not a Material Subsidiary) to become a Guarantor, other than:(a)Indebtedness in respect of or under the Obligations or Guarantees thereof;(b)
Indebtedness of a Person existing at the time such Person is merged into or consolidated with orotherwise acquired by the Borrower or any Restricted Subsidiary of the Borrower or otherwise becomes a Restricted
Subsidiary of the Borrower (or arising thereafter pursuant to contractual commitments entered into prior to such
Person becoming a Restricted Subsidiary) or at the time of a sale, lease or other disposition of the properties andassets of such Person (or a division thereof) as an entirety or substantially as an entirety to any Restricted Subsidiaryof the Borrower (or arising thereafter pursuant to contractual commitments entered into prior to such Person
becoming a Restricted Subsidiary) and is assumed by such Subsidiary, other than any increase in the amount of suchIndebtedness (including any increase in the amount of such Indebtedness arising pursuant to contractual
commitments entered into prior to such acquisition) incurred in contemplation thereof;(c)Indebtedness owed to the Borrower or any Restricted Subsidiary;(d) Indebtedness created, incurred, issued, assumed or Guaranteed to pay or finance the payment of all or
any part of the purchase price or the cost of development, operation, construction, alteration, repair or improvementof property, assets or equipment acquired or developed, operated, constructed, altered, repaired or improved by a
Restricted Subsidiary, and any related transactional fees, costs and expenses, provided such Indebtedness iscreated, incurred, issued, assumed or Guaranteed within 18 months (or in the case of any Indebtedness supported
by an export credit agency, 24 months) after the later of (i) the acquisition or the completion of any such development,
operation, construction, alteration, repair or improvement of such property, assets or equipment, whichever is later, or(ii) the placing into commercial operation of such property after the acquisition or completion of any suchdevelopment, operation, construction, alteration, repair or improvement (or, in each case, is incurred pursuant to firm
commitment financing arrangements obtained within such period), and, provided further, that the outstanding amountof such Indebtedness , without duplication, does not exceed 100% of the fair value of the property or equipment
acquired or developed, operated, constructed, altered, repaired or improved at the time such Indebtedness is
incurred;(e)Indebtedness permitted to be secured by Liens permitted by clauses (5) or (6) of the definition of
Permitted Lien (whether or not such Indebtedness is in fact secured by such Liens) and any Guarantees thereof;(f)any extension, renewal, substitution, replacement, refinancing or refunding of Indebtedness that was
permitted pursuant to Section 6.1(a), (b), (c), or (d) at the time such Indebtedness was created or incurred; provided
that (1) any Indebtedness incurred to so extend, renew, substitute, replace, refinance or refund shall be incurred
within 12 months of the maturity, retirement or other repayment or prepayment (including any such repayment
pursuant to amortization obligations with respect to such Indebtedness), (2) the outstanding amount of theIndebtedness incurred to so extend, renew, substitute, replace, refinance or refund shall not exceed the outstanding
amount of Indebtedness being extended, renewed, substituted, replaced, refinanced or refunded plus any premiums
or fees (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses andother costs incurred, in connection with any such extension, renewal, substitution, replacement, refinancing or
refunding, (3) if the Indebtedness being extended, renewed, substituted, replaced, refinanced or refunded was
secured by a Lien on Property, the Indebtedness incurred to so extend, renew, substitute, replace, refinance or refund
may be secured by such Property, and (4) if the Indebtedness being extended, renewed, substituted, replaced,refinanced or refunded was not secured by a Lien on Property, the Indebtedness incurred to so extend, renew,
substitute, replace, refinance or refund shall not be secured by Property; and(g)other Indebtedness; provided that the aggregate principal amount of Indebtedness outstanding at any
one time pursuant to this clause shall not exceed the sum of (i) the greater of (x) $5,600,000,000 and (y) 15% ofConsolidated Net Tangible Assets of the Borrower for the Measurement Period immediately preceding the date ofsuch incurrence minus (ii) the aggregate principal amount of Indebtedness of the Borrower that is secured by a Lien
under Section 6.2(b);For purposes of this Section 6.1, in the event that any Indebtedness meets the criteria of more exceptions in thisSection 6.1, the Borrower, in its sole discretion, will classify, and may reclassify, such Indebtedness and suchIndebtedness may be divided and classified and reclassified into more than one of the exceptions in this Section 6.1
described above. In addition, for purposes of calculating compliance with this Section 6.1, in no event will the amountof any Indebtedness (including any Guarantees of such Indebtedness) be required to be included more than once
despite the fact more than one Person is or becomes liable with respect to any related Indebtedness and despite thefact that such Indebtedness is secured by the assets of more than one Person (for example, and for avoidance of
doubt, in the case where more than one Restricted Subsidiary incurs Indebtedness, Guarantees or otherwise
becomes liable for such Indebtedness, or in the case where there are Liens on the assets of one or more of the
Borrower and its Restricted Subsidiaries securing such Indebtedness or one or more Guarantees thereof permitted
under this Section 6.1, the amount of such Indebtedness shall only be included once for purposes of suchcalculations).

6.2. Limitation on Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries, to create
or incur any Lien on Property, whether now owned or hereafter acquired, in order to secure any Indebtedness, other
than:
(a)

Permitted Liens; and(b) Liens securing Indebtedness of the Restricted Subsidiaries permitted by Section 6.1(g) and Indebtednessof the Borrower; provided that the aggregate principal amount of Indebtedness that is secured pursuant to thisSection 6.2(b) shall not exceed the greater of (x) $5,600,000,000 and (y) 15% of Consolidated Net Tangible Assets of
the Borrower for the Measurement Period immediately preceding the date of such incurrence; provided that, for the
avoidance of doubt, any Liens will be excluded from this clause (b) to the extent the Lien relating thereto is included
in clause (a) of this Section 6.2.
For purposes of this Section 6.2, (1) the creation of a Lien to secure Indebtedness which existed prior tothe creation of such Lien will be deemed to involve Indebtedness in an amount equal to the lesser of (x) the fair value(as determined in good faith by the Borrower) of the asset subjected to such Lien and (y) the principal amountsecured by such Lien, and (2) in the event that a Lien meets the criteria of more than one of the types of exceptionsin this Section 6.2, the Borrower, in its sole discretion, will classify, and may reclassify, such Lien and such Lien may
be divided and classified and reclassified into more than one of the exceptions in this Section 6.2.
6.3.

Merger, Consolidation, or Sale of Assets.

(a) The Borrower may not consolidate with or merge with or into, or sell, assign, convey, transfer, lease orotherwise dispose of all or substantially all of the properties, rights and assets of the Borrower and its Restricted
Subsidiaries, taken as a whole, to any Person, in a single transaction or in a series of related transactions, unless:(1) either (i) the Person formed by or surviving such consolidation or merger is the Borrower or (ii) the
Person (if other than the Borrower) formed by such consolidation or into which the Borrower is merged or the
Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties,
rights and assets of the Borrower (the “Successor Company”), is an entity organized under the laws of theUnited States of America, any State thereof or the District of Columbia; provided that such Successor
Company shall provide such information reasonably requested by the Administrative Agent or any Lender for
purposes of compliance with applicable “know your customer” rules and regulations;(2)in any such transaction in which there is a Successor Company, the Successor Company
expressly assumes the Obligations pursuant to joinder agreements or other documents reasonably satisfactory
to the Administrative Agent; and(3)immediately after giving effect to the transaction, no Event of Default and no Default shall haveoccurred and be continuing.
This Section 6.3 shall not apply to a merger of the Borrower with an Affiliate solely for the purpose ofreincorporating the Borrower in another jurisdiction in the United States of America, any State thereof or theDistrict of Columbia.
(b) Upon any consolidation of the Borrower with, or merger of the Borrower into, any other Person or any
sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all the properties, rights andassets of the Borrower to a Successor Company in accordance with the conditions described in Section 6.3(a), theSuccessor Company shall succeed to and be substituted for, and may exercise every right and power of, theBorrower under this Agreement with the same effect as if such Successor Company had been named as the
Borrower and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations andcovenants under this Agreement.
6.4.

Limitation on Sale and Leaseback Transactions.

(a) The Borrower will not, and will not permit any of its Restricted Subsidiaries, to enter into any sale andlease-back transaction with respect to any Property, whether now owned or hereafter acquired, unless:(1)such transaction was entered into prior to the Closing Date;(2) such transaction was for the sale and leasing back to the Borrower or a Restricted Subsidiary by
the Borrower or any Restricted Subsidiary of any Property;(3) such transaction involves a lease of Property executed by the time of or within 18 months (or in thecase of any transaction supported by the credit of an export credit agency, 24 months) after the later of (i) the
acquisition or the completion of any such development, operation, construction, alteration, repair or
improvement of such property, assets or equipment or (ii) the placing into commercial operation of such
Property after the acquisition or completion of any such development, operation, construction, alteration, repair
or improvement;(4) such transaction involves a lease for not more than three years (or which may be terminated by
the Borrower or the applicable Restricted Subsidiary within a period of not more than three years);(5)
the Borrower or the applicable Restricted Subsidiary would be entitled to incur Indebtedness
secured by a Lien on the property to be leased in an amount equal to Attributable Debt with respect to such
sale and lease-back transaction pursuant to Section 6.1 and Section 6.2; or(6) the Borrower or the applicable Restricted Subsidiary applies an amount equal to the net proceedsfrom the sale of the Property to the purchase of other Property or to the retirement, repurchase or otherrepayment orprepayment of the Loans within 365 calendar days before or after the effective date of any such sale andlease-back transaction; and(b)
Notwithstanding the other provisions of Section 6.4(a), the Borrower and the applicable Restricted
Subsidiary may enter into any sale and lease-back transaction with respect to any Property if the Borrower or theapplicable Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the property to beleased in an amount equal to Attributable Debt with respect to such sale and lease-back transaction pursuant to
Section 6.1 and Section 6.2.
6.5.
Anti-Corruption Laws and Sanctions. The Borrower will not request any Borrowing or Documentary
Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors,
officers, employees and agents shall not use, the proceeds of any Borrowing or Documentary Credit (a) infurtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything elseof value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating
any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent
such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated
in the United States or in a European Union member state, or (c) in any manner that would result in the violation of
any Sanctions applicable to any party hereto.
6.6.
Financial Covenant. The Borrower will not permit, (a) as of the last day of any fiscal quarter of the
Borrower other than a Specified Fiscal Quarter, the Total Leverage Ratio to exceed 3.25 to 1.00 and (b) as of the last
day of any Specified Fiscal Quarter, either of the following (i) or (ii) (at the Borrower’s sole election as to theapplicability of (i) or (ii) for such Specified Fiscal Quarter (provided that (ii) shall not be elected in more than three (3)of such Specified Fiscal Quarters)): (i) the Total Net Leverage Ratio to exceed 3.25 to 1.00 or (ii) Liquidity to be lessthan $5,000,000,000; provided that following the consummation of a Qualified Acquisition for the four fiscal quartersof the Borrower then ended as set forth in the last Compliance Certificate delivered pursuant to Section 5.2, the Total
Leverage Ratio and Total Net Leverage Ratio set forth above shall increase for each of the four fiscal quarters of the
Borrower ending following the consummation of a Qualified Acquisition to 3.75 to 1.00.
Section 7_____
Events of Default
7.1.

Events of Default. Each of the following is an “Event of Default”:(a)failure by the Borrower to pay principal of a Loan when due;(b)failure by the Borrower to pay (i) any interest or scheduled fees due under this Agreement for fiveBusiness Days after such amount” becomes due and (ii) any other obligation due under this Agreement for ten
Business Days after such amount becomes due;(c)failure by the Borrower to comply with Section 6.6;

(d) failure by the Borrower or any of its Restricted Subsidiaries to perform, or breach by the Borrower or anyof its Restricted Subsidiaries of, any other covenant (other than Section 5.2(d)), agreement, representation or
warranty or condition in this Agreement for 30 calendar days after either the Administrative Agent or the Required
Lenders have given the Borrower written notice of the breach in the manner required by this Agreement;(e)default under any mortgage, indenture or instrument under which there is issued or by which there issecured or evidenced any Indebtedness of the Borrower or any Guarantor, whether such Indebtedness or guarantee
now exists or is created after the Closing Date, if both: (a) such default either results from the failure to pay any
principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or suchdefault is with respect to another obligation under such Indebtedness and results in the holder or holders of suchIndebtedness causing the payment of such Indebtedness to be accelerated and to become due prior to its statedmaturity without such Indebtedness having been discharged or such acceleration having been cured, waived,
rescinded or annulled within a period of thirty (30) calendar days; and (b) the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness not so paid when due, or the maturity of which has
been so accelerated, aggregates $100,000,000 or more;(f)the Borrower or any Significant Subsidiary, pursuant to or within the meaning of any Debtor Relief Law:(1)commences proceedings to be adjudicated bankrupt or insolvent;(2) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of apetition or answer or consent seeking an arrangement of debt, reorganization, dissolution, winding up or relief
under applicable Debtor Relief Laws;(3)
consents to the appointment of a receiver, interim receiver, receiver and manager, liquidator,
assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; or(4)(g)

makes a general assignment for the benefit of its creditors;

a court of competent jurisdiction enters an order or decree under any Debtor Relief Law that:(1)
is for relief against the Borrower or any Significant Subsidiary in a proceeding in which the
Borrower or any Significant Subsidiary is to be adjudicated bankrupt or insolvent;(2)
appoints a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee,
sequestrator or other similar official of the Borrower or any Significant Subsidiary, or for all or substantially all of
the property of the Borrower or any Significant Subsidiary; or(3)orders the liquidation, dissolution or winding up of the Borrower or any Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;
provided that, in the cases of the foregoing clauses (f) and (g), (i) such event or circumstance is either (x) a voluntary
proceeding or results therefrom or (y) under or pursuant to the laws of such Person’s jurisdiction of incorporation ororganization or the jurisdiction in which its head office is located or the laws of the jurisdictions in which all or
substantially all its assets are located, and (ii) in no event shall any such event or circumstance constitute an Event of
Default if such event or circumstance is a result of a bankruptcy, insolvency, reorganization or other similar
proceeding with respect such Person or its assets or business that was ongoing or in process at the time such
Person became a Subsidiary of the Borrower (including any alternate proceedings) or other such proceedings thatare in the nature of either a continuation or extension thereof;(h) An ERISA Event has occurred or is reasonably expected to occur that, when taken together with all othersuch ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a
Material Adverse Effect; and(i)any Change of Control shall occur.

In the case of an Event of Default, then, and in every such event (other than an event with respect to the Borrower
described in clause (f) or (g) of this Section), and at any time thereafter during the continuance of such event, theAdministrative Agent may take any and all of the following actions: (A) at the request of the Required Lenders, theAdministrative Agent shall, by notice to the Borrower, (i) terminate the Revolving Commitments, and thereupon the
Revolving Commitments shall terminate immediately and (ii) require that the Borrower provide cash collateral as
required in Section 2.4(j) and (B) at the request of the Required Lenders, the Administrative Agent shall, by notice tothe Borrower (i) declare the Loans 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 so declared to be due and payable, together with accrued interest thereon and all fees andother obligations of the Borrower 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 Borrower and (ii)exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders andthe Issuing Banks under the Loan Documents and applicable law. In case of any event with respect to the Borrower
described in clause (f) or (g) of this Section, the Commitments shall automatically terminate and the principal of theLoans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower
accrued hereunder, shall automatically become due and payable, and the obligation of the Borrower to cash
collateralize the DC Exposure as provided in clause (ii) above shall automatically become effective, in each case,without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

In the event of a declaration of acceleration of the Loans because an Event of Default described in Section
7.1(e) has occurred and is continuing, the declaration of acceleration of the Loans shall be automatically annulled if
the event of default or payment default triggering such Event of Default pursuant to Section 7.1(e) shall be remediedor cured, or waived by the holders of the Indebtedness or the Indebtedness that gave rise to such Event of Default
shall have been discharged in full, within thirty (30) calendar days after declaration of acceleration with respect
thereto, and if (1) the annulment of the acceleration of the Loans would not conflict with any judgment or decree of acourt of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium orinterest on the Loans that became due solely because of the acceleration of the Loans, have been cured or waived.
Section 8_____The Agents
8.1.
Appointment. Each Lender and each Issuing Bank hereby irrevocably designates and appoints the
Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and eachsuch Lender and Issuing Bank irrevocably authorizes the Administrative Agent, in such capacity, to take such action
on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers andperform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and theother Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender and eachIssuing Bank hereby irrevocably designates and appoints the Sustainability Structuring Agent as the agent of such
Lender and Issuing Bank under this Agreement and the other Loan Documents, and each such Lender and IssuingBank irrevocably authorizes the Sustainability Structuring Agent, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Sustainability Structuring Agent by the terms of this Agreement and theother Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in this Agreement, none of the Administrative Agent and the Sustainability
Structuring Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender or Issuing Bank, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against theAdministrative Agent or the Sustainability Structuring Agent.
8.2.
Delegation of Duties. Each of the Administrative Agent and the Sustainability Structuring Agent may
execute any of their duties under this Agreement and the other Loan Documents by or through agents or attorneys infact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. None of the
Administrative Agent and the Sustainability Structuring Agent shall be responsible for the negligence or misconduct of
any agents or attorneys in fact selected by it with reasonable care.

8.3. Exculpatory Provisions. “Use of the term “agent” in the Agreement or in any other Loan Documents (orany other similar term) with reference to the Administrative Agent or Sustainability Structuring Agent does not connote(and is not intended to connote), any fiduciary or other implied (or express) obligation arising under agency doctrineof 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 the contracting parties. The Administrative Agent and Sustainability
Structuring Agent shall not have any duty to take any discretionary action or exercise any discretionary power, except
discretionary rights and powers expressly contemplated by the Agreement that the Administrative Agent andSustainability Structuring Agent are required to exercise and only so long as so directed in writing to take suchdiscretionary action by the “Required Lenders” provided, however, that the Administrative Agent and Sustainability
Structuring Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose
the Administrative Agent or Sustainability Structuring Agent to liability or that is contrary to any Loan Document or
Applicable Law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay or that
may effect a forfeiture, modification or termination of a property interest in violation of any applicablebankruptcy/insolvency laws and the Administrative Agent and Sustainability Structuring Agent shall in all cases befully justified in failing or refusing to act under the Agreement or any other Loan Document unless it first receives
further assurances of its indemnification from the Lenders that the Administrative Agent and Sustainability Structuring
Agent reasonably believe it may require, including prepayment of any related expenses and any other protection it
requires against any and all costs, expenses and liabilities it may incur in taking or continuing to take any suchdiscretionary action at the direction of the Required Lenders. The Administrative Agent and Sustainability Structuring
Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, except as expressly set
forth in the Agreement and in the other Loan Documents, any information relating to the borrower or any of its
affiliates that is communicated to or obtained by the Administrative Agent, Sustainability Structuring Agent, or any of
their affiliates in any capacity. The Administrative Agent and Sustainability Structuring Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection
with the Loan Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any
covenant, agreement or other term or condition set forth herein or therein or the occurrence of any default, (iv) thevalidity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any otheragreement, instrument or document, or (v) the satisfaction of any conditions precedent set forth in the Loan
Agreement, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or
Sustainability Structuring Agent.
8.4.
Reliance by the Administrative Agent. The Administrative Agent and Sustainability Structuring Agentshall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice,consent, certificate, affidavit, letter, telecopy, email message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons andupon advice and statements of legal counsel (including

counsel to the Borrower), independent accountants and other experts reasonably selected by the Administrative
Agent and Sustainability Structuring Agent. The Administrative Agent and Sustainability Structuring Agent shall befully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless the
Administrative Agent and Sustainability Structuring Agent shall first receive such advice or concurrence of theRequired Lenders (or, if so specified by this Agreement, all Lenders and Issuing Banks) as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders and Issuing Banks against any and all liability and expensethat may be incurred by it by reason of taking or continuing to take any such action. In determining compliance withany condition to the making of a loan, or the issuance, extension, renewal or increase of a Documentary Credit, theAdministrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the
Administrative Agent receives notice to the contrary from such Lender or Issuing Bank prior to the making of suchloan or the issuance of such Documentary Credit. The Administrative Agent and Sustainability Structuring Agent shallin all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement or any other
Loan Document, all Lenders and Issuing Banks), and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and Issuing Banks and all future holders of the Loans. The
Administrative Agent and Sustainability Structuring Agent shall not be liable for any action taken or not taken by it inaccordance with the advice of any such counsel, accountants or experts.
8.5.
Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of theoccurrence of any Default or Event of Default unless it has received written notice from a Lender, Issuing Bank or the
Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a“notice of default”. In the event that the Administrative Agent receives such a notice, it shall give notice thereof to theLenders and Issuing Banks. The Administrative Agent shall take such action with respect to such Default or Event of
Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement or any other
Loan Document, all Lenders and Issuing Banks); provided that unless and until the Administrative Agent shall havereceived such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain fromtaking such action, with respect to such Default or Event of Default as the Administrative Agent shall deem advisable
in the best interests of the Lenders and Issuing Banks. The Administrative Agent shall not be obligated to follow any
direction by Required Lenders if the Administrative Agent reasonably determines that such direction is in conflict withany provisions of any applicable law, and the Administrative Agent shall not, under any circumstances, be liable to
any Lenders, Issuing Banks, the Borrower or any other person or entity for following the direction of Required
Lenders. At all times, if the Administrative Agent acting at the direction of the Required Lenders advises the Lenders
that it wishes to proceed in good faith with respect to any enforcement action, each of the Lenders will cooperate ingood faith with respect to such enforcement action.

8.6.
Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly
acknowledges that neither the Agent, the Sustainability Structuring Agent, nor any of their respective officers,
directors, employees, agents, attorneys in fact or affiliates have made any representations or warranties to it and thatno act by any Agent or the Sustainability Structuring Agent hereafter taken, including any review of the affairs of a
Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agentor the Sustainability Structuring Agent to any Lender or Issuing Bank. Each Lender and Issuing Bank represents to
the Agent and Sustainability Structuring Agent that it has, independently and without reliance upon any Agent or the
Sustainability Structuring Agent, any other Lender or any Issuing Bank, and based on such documents andinformation as it has deemed appropriate, made its own appraisal of and investigation into the business, operations,
property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own
decision to make its Loans hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents
that it will, independently and without reliance upon any Agent, the Sustainability Structuring Agent, any other Lenderor any Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue
to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and theother Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except
for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the
Administrative Agent or the Sustainability Structuring Agent hereunder, the Administrative Agent and Sustainability
Structuring Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit orother information concerning the business, operations, property, condition (financial or otherwise), prospects or
creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the
Administrative Agent, the Sustainability Structuring Agent, or any of their officers, directors, employees, agents,
attorneys in fact or affiliates.
It is understood and agreed that the Administrative Agent and the Sustainability Structuring Agent make noassurances as to (i) whether this Agreement meets any Loan Party or Lender criteria or expectations with regard toenvironmental impact and sustainability performance, or (ii) whether the characteristics of the relevant sustainability
performance targets and/or key performance indicators included in the Agreement, including any environmental andsustainability criteria or any computation methodology with respect thereto, meet any industry standards forsustainability-linked credit facilities. It is further understood and agreed that neither the Administrative Agent nor the
Sustainability Structuring Agent shall have any responsibility for (or liability in respect of) reviewing, auditing orotherwise evaluating any calculation by any Loan Party of (i) the relevant sustainability performance targets and/or
key performance indicators or (ii) any Sustainability Adjustment (or any of the data or computations that are part of or
related to any such calculation) set forth in any Sustainability Pricing Certificate (and the Administrative Agent may
rely conclusively on any such certificate, without further inquiry, when implementing any such pricing adjustment).

8.7.
Indemnification. To the extent the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent, the Sustainability Structuring Agent or any other agent under Section 9.5, the Lenders andIssuing Banks severally agree to indemnify the Agent in their capacity as such (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Revolving
Loan Percentage in effect on the date on which indemnification is sought under this Section 8.7 (or, if indemnification
is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in
full, ratably in accordance with such Revolving Loan Percentage immediately prior to such date), from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be
imposed on, incurred by or asserted against such Agent, in any way relating to or arising out of, the Commitments,
this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or thereinor the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or inconnection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of suchliabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements thatare found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such
Agent’s, gross negligence or willful misconduct. The agreements in this Section 8.7 shall survive the payment of theLoans and all other amounts payable hereunder.
8.8.
Agent and Sustainability Structuring Agent in Their Individual Capacity. Each Agent, the Sustainability
Structuring Agent and their affiliates may make loans to, accept deposits from and generally engage in any kind of
business with any Loan Party as though such Agent or Sustainability Structuring Agent, as applicable, were not an
Agent or Sustainability Structuring Agent, as applicable. With respect to its Loans made or renewed by it, each Agentand the Sustainability Structuring Agent shall have the same rights and powers under this Agreement and the other
Loan Documents as any Lender and may exercise the same as though it were not an Agent or the Sustainability
Structuring Agent, as applicable, and the terms “Lender” and “Lenders” shall include each Agent or the Sustainability
Structuring Agent in their individual capacity.
8.9. Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30
days’ notice to the Lenders, Issuing Bank and any Loan Party. If the Administrative Agent shall resign as
Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appointfrom among the Lenders and Issuing Banks a successor agent for the Lenders and Issuing Banks, which successor
agent shall be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed),
whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and theterm “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and theformer Administrative Agent’s rights, powers and duties as an Administrative Agent shall be terminated, without anyother or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or
any holders of the Loans. If no successor agent has acceptedappointment as an Administrative Agent by the date that is ten (10) days following the retiring Administrative Agent’s
notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective,
and the Lenders and Issuing Banks shall assume and perform all of the duties of the Administrative Agent hereunder
until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After the retiring
Administrative Agent’s resignation, the provisions of this Section 8 and Section 9.5 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan
Documents.
8.10.
Successor Sustainability Structuring Agent. The Sustainability Structuring Agent may resign as
Sustainability Structuring Agent upon 30 days’ notice to the Lenders, Issuing Bank and any Loan Party. If the
Sustainability Structuring Agent shall resign as Sustainability Structuring Agent under this Agreement and the other
Loan Documents, then the Required Lenders shall appoint from among the Lenders and Issuing Banks a successor
agent for the Lenders and Issuing Banks, which successor agent shall be subject to approval by the Borrower (whichapproval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to therights, powers and duties of the Sustainability Structuring Agent, and the term “Sustainability Structuring Agent” shallmean such successor agent effective upon such appointment and approval, and the former Sustainability Structuring
Agent’s rights, powers and duties as an Sustainability Structuring Agent shall be terminated, without any other orfurther act or deed on the part of such former Sustainability Structuring Agent or any of the parties to this Agreement
or any holders of the Loans. If no successor agent has accepted appointment as an Sustainability Structuring Agentby the date that is ten (10) days following the retiring Sustainability Structuring Agent’s notice of resignation, theretiring Sustainability Structuring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders
and Issuing Banks shall assume and perform all of the duties of the Sustainability Structuring Agent hereunder until
such time, if any, as the Required Lenders appoint a successor agent as provided for above. After the retiring
Sustainability Structuring Agent’s resignation, the provisions of this Section 8 and Section 9.5 shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Sustainability Structuring Agent under this Agreement
and the other Loan Documents.
8.11.

Payments(a) If the Administrative Agent notifies a Lender or Issuing Bank, or any Person who has received funds onbehalf of a Lender or Issuing Bank (any such Lender, Issuing Bank or other recipient, a “Payment Recipient”) that theAdministrative Agent has determined in its sole discretion (whether or not after receipt of any notice under
immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agentor any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such
Payment Recipient (whether or not known to such Lender, Issuing Bank or other Payment Recipient on its behalf)(any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution orotherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such ErroneousPayment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative
Agent, and such Lender or Issuing Bank shall (or, with respect to any Payment Recipient who received such funds on
its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Day thereafter,
return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such ademand was made, in same day funds (in the currency so received), together with interest thereon in respect of each
day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment
Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of theFederal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment
Recipient under this clause (a) shall be conclusive, absent manifest error.
(b) Without limiting immediately preceding clause (a), each Payment Recipient hereby further agrees that if it
receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment ofprincipal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in adifferent amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment
sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment (a“Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z) that such Payment
Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in eachcase:(i) an error may have been made (in the case of immediately preceding clauses (x) or (y)) or an error
has been made (in the case of immediately preceding clause (z)) with respect to such payment, prepayment or
repayment; and(ii)such Payment Recipient shall promptly (and, in all events, within one Business Day of its
knowledge of such error) notify the Administrative Agent of its receipt of such payment, pre-payment or
repayment, the details thereof and that it is so notifying the Administrative pursuant to this Section 8.11(b).
(c) Each Lender or Issuing Bank hereby authorizes the Administrative Agent to set off, net and apply any andall amounts at any time owing to such Lender or Issuing Bank under any Loan Document, or otherwise payable or
distributable by the Administrative Agent to such Lender or Issuing Bank from any source, against any amount due tothe Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of thisAgreement.
(d) In the event an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for
any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a),from any Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) (or from any
Payment Recipient who received such Erroneous Payment (or portion thereof) on its

respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative
Agent’s request to such Lender or Issuing Bank at any time, (i) such Lender or Issuing Bank shall be deemed to haveassigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment
was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return
Deficiency (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the“Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee tobe waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to
execute and deliver an Assignment and Acceptance (or, to the extent applicable, an agreement incorporating an
Assignment and Assumption by reference pursuant to an approved electronic platform as to which the Administrative
Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such
Lender or Issuing Bank shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent,(ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency
Assignment and (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a
Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment
and the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable,
hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its
obligations under the indemnification provisions of this Agreement and its applicable Commitments which shallsurvive as to such assigning Lender or assigning Issuing Bank. For the avoidance of doubt, no Erroneous Payment
Deficiency Assignment will reduce the Commitments of any Lender or Issuing Bank and such Commitments shallremain available in accordance with the terms of this Agreement.
(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such
Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds
received by the Administrative Agent from the Borrower or any other Loan Party used to make such Erroneous
Payment.
(f)
To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an
Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off
or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any
Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any
similar doctrine(g) Each party’s obligations, agreements and waivers under this Section 8.11 shall survive the resignation or
replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or
Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations(or any portion thereof) under any Loan Document.

8.12.

Other Terms.

(a)
The Administrative Agent and Sustainability Structuring Agent shall be entitled to take any action or
refuse to take any action which the Administrative Agent or Sustainability Structuring Agent regards as necessary for
the Administrative Agent or Sustainability Structuring Agent to comply with any applicable law, regulation or court
order.
(b)
Notwithstanding anything to the contrary set forth herein, each reference to any discretion of the
Administrative Agent or Sustainability Structuring Agent herein or to any action that is required to be satisfactory to
any Administrative Agent or the Sustainability Structuring Agent or determined by any Administrative Agent or
Sustainability Structuring Agent, shall be deemed to refer to the Administrative Agent or Sustainability Structuring
Agent taking direction from the Lenders or the Required Lenders with respect to such discretion or approval, as
applicable.
8.13.
Enforcement by the Administrative Agent. All rights of action under this Agreement and under theNotes hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the
Administrative Agent in furtherance of such enforcement shall be brought in its name as Administrative Agent without
the necessity of joining as plaintiffs or defendants any other Lenders or Issuing Banks, and the recovery of any
judgment shall be for the benefit of Lenders and Issuing Banks subject to the expenses of the Administrative Agent.
8.14.
Withholding Tax. Each Lender and Issuing Bank shall severally indemnify the Administrative Agent,
within 10 days after demand therefor, for (i) any Non-Excluded Taxes or Other Taxes attributable to such Lender or
Issuing Bank (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such
Non-Excluded Taxes or Other Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes
attributable to such Lender or Issuing Bank’s failure to comply with the provisions of Section 9.6(c) relating to themaintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender or Issuing Bank, ineach case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any
reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or
liability delivered to any Lender or Issuing Bank by the Administrative Agent shall be conclusive absent manifest error.
Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at
any time owing to such Lender and Issuing Bank under this Agreement or any other Loan Document against any
amount due to the Administrative Agent under this Section 8.14. The agreements in this Section 8.14 shall survive theresignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, aLender or Issuing Bank, the termination of this Agreement and the repayment, satisfaction or discharge of all otherObligations.
8.15.
Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to
the date such Person ceases beinga Lender party hereto, for the benefit of, the Administrative Agent, the Sustainability Structuring Agent and each
Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or
any other Loan Party, that at least one of the following is and will be true:(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of
one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of andperformance of the Loans, the Documentary Credits, the Commitments, or this Agreement.
(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption forcertain transactions determined by independent qualified professional asset managers), PTE 95-60 (a classexemption for certain transactions involving insurance company general accounts), PTE 90-1 (a classexemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (aclass exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a classexemption for certain transactions determined by in-house asset managers), is applicable with respect to such
Lender’s entrance into, participation in, administration of and performance of the Loans, the Documentary
Credits, the Commitments and this Agreement.
(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within
the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment
decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, theDocumentary Credits, the Commitments and this Agreement, (C) the entrance into, participation in,administration of and performance of the Loans, the Documentary Credits, the Commitments and thisAgreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best
knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect
to such Lender’s entrance into, participation in, administration of and performance of the Loans, theDocumentary Credits, the Commitments and this Agreement, or(iv) such other representation, warranty and covenant as may be agreed in writing between the
Administrative Agent, in its sole discretion, and such Lender.
(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender orsuch Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in theimmediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to
the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent andSustainability Structuring Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other
Loan Party, that the Administrative Agent and Sustainability Structuring Agent are not fiduciaries with respect to theassets of such Lender involved in such Lender’s entranceinto, participation in, administration of and performance of the Loans, the Documentary Credits, the Commitments
and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agentunder this Agreement, any Loan Document or any documents related hereto or thereto).
Section 9_____
Miscellaneous
9.1.

Amendments and Waivers.

(a) Subject to Section 2.25(f), none of this Agreement, any Note, any other Loan Document, nor any terms
hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of thisSection 9.1. The Required Lenders and each Loan Party party to the relevant Loan Documents may, or, with thewritten consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan
Document may, from time to time, (I) enter into written amendments, supplements or modifications hereto or to theother Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents orchanging in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (II) waive, onsuch terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify insuch instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of
Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or
modification shall (A)(i) forgive the principal amount or extend the final scheduled date of maturity of any Loan, (ii)reduce the stated rate of any interest or fee payable hereunder (including, for the avoidance of doubt, theSustainability Margin Adjustment and Sustainability Commitment Fee Adjustment) (except in connection with thewaiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of
the Required Lenders)) or extend the scheduled date of any payment thereof, (iii) increase the amount or extend theexpiration date of any Lender’s Commitment (it being understood that a waiver of any Event of Default or Default
shall not be deemed to be an increase in the amount of or extension of the expiration date of any Lender’sCommitments), (iv) release all or substantially all of the Guarantors (except as expressly permitted by the Loan
Documents, including in accordance with Section 9.14) or (v) amend, modify or waive any provision of Section 9.7(a),in each case without the written consent of each Lender directly affected thereby, (B) without the consent of all theLenders, (i) amend, modify or waive any provision of this Section 9.1(a) or any other provision of any Section hereof
expressly requiring the consent of all the Lenders (except, in either case, for technical amendments with respect toadditional extensions of credit pursuant to this Agreement which afford protections to such additional extensions ofcredit of the type provided to the Commitments on the Closing Date), or (ii) reduce the percentage specified in orotherwise change the definition of Required Lenders (it being understood that, with the consent of the Required
Lenders or as otherwise permitted hereunder, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Lenders on substantially the same basis as the extensions ofCommitments are included on the Closing Date), or (iii) change Section 2.14 in a manner that would alter the pro rata
sharing of payments required thereby

(other than as permitted thereby or by Section 9.1(b)), or (iv) extend any Documentary Credit beyond the Revolving
Maturity Date, or to modify Section 2.4(c) in any way which would permit the same (C) amend, modify or waive any
provision of Section 8 or any other provision of this Agreement or the other Loan Documents, which affects, therights, duties or obligations of the Administrative Agent without the written consent of the Administrative Agent and (D)require consent of any Person to an amendment to this Agreement made pursuant to Section 2.23 other than the
Borrower and each Lender participating in the respective Extension; provided further that no such agreement shallamend, modify or otherwise affect the rights or duties of the Administrative Agent or Issuing Banks hereunder without
the prior written consent of the Administrative Agent and Issuing Banks. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, theLenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, theLenders and the Administrative Agent shall be restored to their former position and rights hereunder and under any
other Loan Documents, and any Default or Event of Default waived shall be deemed to have not occurred or to be
cured and not continuing, as the parties may agree; but no such waiver shall extend to any subsequent or other
Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary
contained in this Section 9.1, any amendment, supplement or modification related to Section 2.25, Section 5.2(d) and
Schedule 1.3 (and any component definitions thereof related to sustainability provisions) shall require, in addition tothe other requirements set forth in this Agreement, the consent of the Sustainability Structuring Agent.
(b) Notwithstanding anything to the contrary contained in this Section 9.1, if the Administrative Agent and the
Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, ineach case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall bepermitted to amend such provision and such amendment shall become effective without any further action or consent
of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within ten(10) Business Days following receipt of notice thereof. Notwithstanding anything to the contrary in this Agreement or
the other Loan Documents, the Administrative Agent is hereby irrevocably authorized by each Lender and IssuingBank (and each such Lender and Issuing Bank expressly consents), without any further action or the consent of any
other party to any Loan Document, to make any technical amendments to the Guarantee Agreement to correct any
cross-references therein to any provision of this Agreement that may be necessary in order to properly reflect theamendments made to this Agreement.
(c) Notwithstanding anything to the contrary contained in the Loan Documents, the Loans of any Lender thatis at the time a Defaulting Lender shall not have any voting or approval rights under the Loan Documents and shall be
excluded in determining whether all Lenders, all affected Lenders or the Required Lenders have taken or may takeany action hereunder (including any consent to any amendment or waiver pursuant to this Section 9.1); provided thatany waiver, amendment or modification (i) requiring the consent of all Lenders or (ii) each affected Lender that affects
any Defaulting Lender more adversely than other affected Lenders shall require the consent of each Defaulting
Lender.

9.2.

Notices.

(a)
All notices, requests and demands to or upon the respective parties hereto to be effective shall be inwriting (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when received, addressed as follows in the case of the Loan Parties and the Administrative Agent, andas set forth in the administrative questionnaire delivered to the Administrative Agent in the case of the Lenders andIssuing Banks, or to such other address as may be hereafter notified by the respective parties hereto and any future
parties:
The Borrower:
Micron Technology, Inc.
8000 S. Federal Way
Boise, ID 83716-9632
Attention: General Counsel
with copies (which shall not constitute notice) to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
Attention: Erik Franks
Email: [Omitted]@wsgr.com
Telecopier No.: 650-493-6811
The Administrative Agent:
HSBC Bank USA, National Association
as Administrative Agent
452 Fifth Avenue
New York, NY, 10018
Attention: Loan Agency
Email: [Omitted]@us.hsbc.com
with copies (which shall not constitute notice) to:
Simpson Thacher & Bartlett LLP
425 Lexington Ave New York, NY 10017
Attention: Justin M. Lungstrum
Telecopier No.: 212-455-2502
The Sustainability
Structuring Agent:

Credit Agricole Corporate and Investment Bank
1301 Avenue of the Americas
New York, NY, 10019
Attn: Fanny Charrier
Telephone: 212-261-3931
Email: [Omitted]@ca-cib.com
with copies (which shall not constitute notice) to:Simpson Thacher & Bartlett LLP
425 Lexington Ave New York, NY 10017
Attention: Justin M. Lungstrum
Telecopier No.: 212-455-2502(b) Notices and other communications to the Lenders, the Sustainability Structuring Agent and Issuing Banks
hereunder may be delivered or furnished by electronic communications (including e-mail and Internet or intranet
websites or other information platform) (the “Platform”) pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not apply to notices pursuant to Sections 2.2, 2.4, 2.6, 2.7(e), 2.10, 2.11, 2.12, 2.14,
2.17 and 2.23(d) unless otherwise agreed by the Administrative Agent and the applicable Lender or the applicableIssuing Bank. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and othercommunications to it hereunder by electronic communications pursuant to procedures approved by it; provided thatapproval of such procedures may be limited to particular notices or communications. Unless the Administrative Agentotherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon
the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), provided that if such notice or othercommunication is not sent during the normal business hours of the recipient, such notice or communication shall bedeemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices orcommunications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by theintended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice orcommunication is available and identifying the website address therefor.
(c) Each of the Loan Parties understands that the distribution of material through an electronic medium is notnecessarily secure and that there are confidentiality and other risks associated with such distribution and agrees andassumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct
or gross negligence of the Administrative Agent or Sustainability Structuring Agent, as determined by a final, nonappealable judgment of a court of competent jurisdiction.
(d) The Platform and any Approved Electronic Communications are provided “as is” and “as available”. Noneof the Agent or any of their respective officers, directors, employees, agents, advisors or representatives warrant theaccuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each
expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No
warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particularpurpose, non-infringement of third party rights or freedom from viruses or other code defects is made by any of theAgent or the Sustainability Structuring Agent or any of their respective officers, directors, employees, agents, advisors
or representatives in connection with the Platform or the Approved Electronic Communications. In no event shall theAgent or the Sustainability Structuring Agent have any liability to the Borrower, any Lender, Issue orany other person or entity for damages of any kind, including direct or indirect, special, incidental or consequential
damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the
Administrative Agent’s Transmission of Communications through the internet or the approved electronic platform
except where such liabilities result from the Agent or Sustainability Structuring Agent’ bad faith, willful misconduct,
gross negligence or material breach as determined in a final, nonappealable judgment by a court of competentjurisdiction.
(e) Each of the Loan Parties, the Lenders, Issuing Banks and the Agent agree that Administrative Agent may,
but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with the
Administrative Agent’s customary document retention procedures and policies.
9.3. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the
Administrative Agent, any Lender or any Issuing Bank, any right, remedy, power or privilege hereunder or under theother Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of
any rights, remedies, powers and privileges provided by law.
9.4. Survival of Representations and Warranties. All representations and warranties made hereunder, in theother Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and the making of the Loans and the otherextensions of credit hereunder.
9.5. Payment of Expenses. The Borrower agrees (a) to pay or reimburse each of the Administrative Agentand the Sustainability Structuring Agent for all its reasonable out-of-pocket costs and expenses reasonably incurredin connection with (i) the development, negotiation, preparation, execution and delivery of this Agreement, the Notes
and any other documents prepared in connection herewith or therewith, including any amendment, supplement or
modification to any of the foregoing and (ii) the consummation and administration of the transactions contemplated
hereby and thereby, and the reasonable fees and disbursements of one counsel to the Administrative Agent, theSustainability Structuring Agent and the Arrangers, taken as a whole (and to the extent necessary, one local counsel
in each relevant jurisdiction for all such entities, taken as a whole and, solely in the case of an actual or potential
conflict of interest, one additional local counsel in each relevant jurisdiction to the affected entities similarly situated,taken as a whole), and security interest filing and recording fees and expenses, (b) to pay or reimburse theAdministrative Agent, the Sustainability Structuring Agent, each Lender and each Issuing Bank for all its reasonable
costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under thisAgreement, the Notes, the other Loan Documents and any such other documents following the occurrence andduring the continuance of an Event of Default, including without limitation, the reasonable fees and disbursements of
one counsel to the Administrative Agent, the Sustainability Structuring Agent, the Lenders and IssuingBanks and each of their respective affiliates, taken as a whole (other than during an Event of Default, in which case,
the Administrative Agent shall be entitled to its own counsel separate from the Sustainability Structuring Agent, theLenders and the Issuing Banks) (and, to the extent reasonably necessary, one local counsel in each relevant
jurisdiction for all such entities, taken as a whole, and, solely in the case of an actual or potential conflict of interest,
one additional local counsel in each relevant jurisdiction to the affected entities similarly situated, taken as a whole,and (c) to pay, and indemnify and hold harmless each Lender, each Arranger, the Sustainability Structuring Agent, theAdministrative Agent, each Issuing Bank and each of their respective Affiliates, directors, officers, employees,
representatives, partners, advisors and agents (each, an “Indemnitee”) from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement, performance, preservation of rights andadministration of this Agreement, the Notes, the Documentary Credits, the other Loan Documents or the use of theproceeds of the Loans or Documentary Credits or any of the foregoing (including any refusal by an Issuing Bank tohonor a demand for payment under a Documentary Credit if the documents presented in connection with suchdemand do not strictly comply with the terms of such Documentary Credit) in connection with (i) the violation of,
noncompliance with or liability under, any Environmental Law (including environmental claims and liabilities), (ii)consummation of the transactions contemplated thereby; or (iii) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto andthe reasonable fees and expenses of one legal counsel for the Indemnitees taken as a whole in connection withclaims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all theforegoing in this clause (c), collectively, the “indemnified liabilities”), provided that the Borrower shall have no
obligation hereunder to any Indemnitee with respect to indemnified liabilities to the extent determined by the final nonappealable judgment of a court of competent jurisdiction to have resulted from the bad faith, gross negligence orwillful misconduct of such Indemnitee or any of such Indemnitee’s Related Persons; provided, further, that the
Borrower shall in no event be responsible for consequential, indirect, special or punitive damages to any Indemnitee
pursuant to this Section 9.5 except such consequential, indirect, special or punitive damages required to be paid bysuch Indemnitee in respect of any indemnified liabilities. Without limiting the foregoing, and to the extent permitted byapplicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives andagrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all
claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature,under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee.
To the extent permitted by applicable law, no party to this agreement shall assert, and each Loan Party hereby
waives, on behalf of itself and its Subsidiaries, any claim against any Indemnitee and its affiliates, directors, officers,
employees, attorneys, representatives, agents or sub-agents, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor isbased on contract, tort or duty imposed by any applicable legal requirement)arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Loan Document or
any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions
contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event
occurring in connection therewith, and the each Loan Party hereby waives, releases and agrees, on behalf of itself
and each of its respective Subsidiaries, not to sue upon any such claim or any such damages, whether or not
accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to in clause above shallbe liable for any damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems in connection with
the Agreement or the other Loan Documents or the transactions contemplated thereby. All amounts due under thisSection 9.5 shall be payable not later than 10 days after written demand therefor. The agreements in this Section
shall survive the termination of this Agreement and repayment of the Loans and all other amounts payable hereunder.
This Section 9.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages,
etc. arising from any non-Tax claim.
9.6.

Successors and Assigns; Participations.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and assigns permitted, except that (i) unless otherwise permitted by Section 6.3 hereof,
the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior writtenconsent of each Lender and Issuing Bank (and any attempted assignment or transfer by the Borrower without suchconsent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section.
(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or moreassignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitments and the Loans at the time owing to it) with the prior written consent of:(A)
the Borrower (such consent not to be unreasonably withheld, delayed or conditioned),
provided that no consent of the Borrower shall be required for an assignment to a Lender, a depository
institution affiliate of a Lender having access to discount window credit of the Federal Reserve (asdefined below) or, if an Event of Default under Section 7.1(a) or (b) has occurred and is continuing, anyother Person;(B)
the Administrative Agent (such consent not to be unreasonably withheld, delayed or
conditioned), provided that no consent of the Administrative Agent shall be required for an assignment
to a Lender, an affiliate of a Lender or an Approved Fund; and(C) each Issuing Bank (such consent not to be unreasonably withheld, delayed or conditioned),
provided that no consent of the IssuingBanks shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund.
(ii)

Assignments shall be subject to the following additional conditions:(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved
Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments orLoans, the amount of the Commitments or Loans of the assigning Lender subject to each suchassignment (determined as of the date the Assignment and Acceptance with respect to suchassignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of
the Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the
Borrower shall be required if an Event of Default under Section 7.1(a) or (b) has occurred and iscontinuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or
Approved Funds, if any;(B) (1) the parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of $3,500 (although the
Borrower shall not be responsible for the payment of the recordation fee unless the Borrower has
chosen to replace a Lender pursuant to Section 2.22) and (2) the assigning Lender shall have paid infull any amounts owing by it to the Administrative Agent;(C)
the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an
administrative questionnaire in which the Assignee designates one or more credit contacts to whom all
syndicate-level information (which may contain material non-public information about the Borrower and
its Affiliates and their related parties or their respective securities) will be made available and who may
receive such information in accordance with the assignee’s compliance procedures and applicable laws,
including federal and state securities laws;(D) any partial assignment shall be made as an assignment of a proportionate part of all theassigning Lender’s rights and obligations under this Agreement with respect to any single Class ofLoans and related Commitments, except that this clause (D) shall not prohibit any Lender fromassigning all or a portion of its rights and obligations among separate Classes on a non- pro rata basis;and(E)
none of the Loan Parties, their respective Affiliates, any natural person or a Defaulting
Lender shall be an Assignee hereunder.
For the purposes of this Section 9.6, “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 entitythat administers or manages a Lender.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after
the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights andobligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of theinterest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement(and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights andobligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to beentitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.5 for the period of time in which it was a Lenderhereunder. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does notcomply with this Section 9.6 shall be treated for purposes of this Agreement as a sale by such Lender of aparticipation in such rights and obligations in accordance with paragraph (c) of this Section.
(iv)
The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shallmaintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for therecordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (andinterest amounts) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the“Register”). The entries in the Register shall be conclusive (absent manifest error), and the Borrower, theAdministrative Agent and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding noticeto the contrary. The Register shall be available for inspection by the Borrower or any Lender at any reasonable
time and from time to time upon reasonable prior notice. Any assignment shall be effective only upon
appropriate entries with respect thereto being made in the Register.
(v) Upon its receipt of an Assignment and Acceptance (executed via an electronic settlement system
acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), by atransferor Lender and an Assignee, as the case may be (and, in the case of an Assignee that is not then a
Lender, by the Administrative Agent and the Borrower to the extent required under this Section 9.6), together
with payment to the Administrative Agent by the transferor Lender or the Assignee of a recordation andprocessing fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative
Agent), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance, (ii) on theeffective date of such transfer determined pursuant thereto record the information contained therein in theRegister and (iii) give notice of such acceptance and recordation to the transferor Lender, the Assignee andthe Borrower.

(c) Any Lender may, without the consent of or notice to the Borrower, the Administrative Agent or any IssuingBank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’srights and obligations under this Agreement (including all or a portion of its Loans owing to it); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent and theother Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights andobligations under this Agreement and (D) none of the Loan Parties, their respective Affiliates, any natural person or a
Defaulting Lender shall be a Participant hereunder. Any agreement pursuant to which a Lender sells such aparticipation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan
Documents and to approve any amendment, modification or waiver of any provision of this Agreement and any other
Loan Document or to otherwise exercise its voting righting rights under this Agreement and any other Loan
Document; provided that such agreement may provide that such Lender will not, without the consent of theParticipant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly
affected thereby pursuant to the proviso to the second sentence of Section 9.1(a) and (2) directly affects such
Participant. Subject to paragraph (c)(i) of this Section, the Borrower agrees that each Participant shall be entitled tothe benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations of such sections andSections 2.18 and 2.22 and it being understood that the documentation required under Section 2.16(e) shall bedelivered solely to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall beentitled to the benefits of Section 9.7(b) as though it were a Lender, provided such Participant shall be subject toSection 9.7(a) as though it were a Lender.
(i) A Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17
than the applicable Lender would have been entitled to receive with respect to the participation sold to such
Participant, except to the extent that any entitlement to a greater payment results from a change in any
Requirement of Law arising after such Participant became a Participant.
(ii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agentof the Borrower, maintain a register on which it enters the name and address of each participant and theprincipal amounts (and related interest amounts) of each participant’s interest in the Loans or other obligations
under this Agreement (the “Participant Register”). The entries in a Participant Register shall be conclusive,absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant
Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to thecontrary. No Lender shall have any obligation to disclose all or any portion of a Participant Register to any
Person (including the identity of any Participant or any information relating to a Participant’s interest in any
Loans) except to the extent that such disclosure is necessary to establish that such Loan

is in registered form under Section 5f.103(c) of the United States Treasury Regulations or, if different, under
Sections 871(h) or 881(c) of the Code.
(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under
this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.
(e)Subject to Section 9.15, the Borrower authorizes each Lender to disclose to any Transferee and any
prospective Transferee (in each case which agrees to comply with the provisions of Section 9.15 or confidentiality
requirements no less restrictive on such prospective transferee than those set forth in Section 9.15) any and all
financial information in such Lender’s possession concerning the Borrower and its Affiliates which has been delivered
to such Lender by or on behalf of the Borrower pursuant to this Agreement or any other Loan Document or which has
been delivered to such Lender by or on behalf of the Borrower in connection with such Lender’s credit evaluation of
the Borrower and its Affiliates prior to becoming a party to this Agreement.
9.7.

Adjustments; Setoff.

(a) Except to the extent that this Agreement, any other Loan Document or a court order expressly provides or
permits for payments to be allocated to a particular Lender or Issuing Bank or to the Lenders and Issuing Banks, if
any Lender or Issuing Bank (a “Benefited Lender”) shall receive any payment of all or part of the Obligations owing toit (other than in connection with an assignment or participation made pursuant to Section 9.6), or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by setoff or otherwise), in a greater proportion thanany such payment to or collateral received by any other Lender or Issuing Bank, if any, in respect of the Obligations
owing to such other Lender or Issuing Bank, such Benefited Lender shall purchase for cash from the other Lenders
and Issuing Banks a participating interest in such portion of the Obligations owing to each such other Lender andIssuing Bank, or shall provide such other Lenders and Issuing Banks with the benefits of any such collateral, as shallbe necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably witheach of the Lenders and Issuing Banks; provided that if all or any portion of such excess payment or benefits isthereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price andbenefits returned, to the extent of such recovery, but without interest. Notwithstanding anything to the contrary
contained in this Section 9.7(a), no extension of Loans that is permitted under Section 2.23 shall constitute a paymentof any of such Loans for purposes of this Section 9.7.
(b) In addition to any rights and remedies of the Lenders and Issuing Banks provided by law, each Lenderand Issuing Bank shall have the right, unless otherwise agreed in writing by such Lender or Issuing Bank with the
Borrower, without notice to the Borrower, any such notice being expressly waived by the Borrower to the extent

permitted by applicable law, upon any Obligations becoming due and payable by the Borrower (whether at the statedmaturity, by acceleration or otherwise), to apply to the payment of such Obligations, by setoff or otherwise, any and all
deposits (general or special, time or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender, such Issuing Bank, any affiliate thereof or any of theirrespective branches or agencies to or for the credit or the account of the Borrower. Each Lender and Issuing Bank
agrees promptly to notify the Borrower and the Administrative Agent after any such application made by such Lenderor Issuing Bank, provided that the failure to give such notice shall not affect the validity of such application.
9.8. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one andthe same instrument. Delivery of an executed signature page of this Agreement by facsimile or email transmission
shall be effective as delivery of a manually executed counterpart hereof. The words “execution”, “signed”, “signature”
and words of like import in this Agreement or in any other Loan Document shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may
be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global andNational Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws
based on the Uniform Electronic Transactions Act.
9.9. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating theremaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate orrender unenforceable such provision in any other jurisdiction.
9.10.
Integration. This Agreement and the other Loan Documents represent the entire agreement of the
Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there
are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative tothe subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
9.11.
GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESUNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
9.12.

Submission To Jurisdiction; Waivers.

(a)
Subject to clause (b)(iii) of this Section 9.12, each party hereto hereby irrevocably and unconditionallysubmits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan
Documents to which it is aparty, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of
the courts of the State of New York, the courts of the United States for the Southern District of New York, andappellate courts from any thereof, in each case that are located in the Borough of Manhattan, the City of New York;(b)

The Borrower hereby irrevocably and unconditionally:(i) agrees that any such action or proceeding shall be brought in such courts and waives any objectionthat it may now or hereafter have to the venue of any such action or proceeding in any such court or that suchaction or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;(ii) agrees that service of process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the
Borrower at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shallhave been notified pursuant thereto;(iii) agrees that nothing herein shall affect the right to effect service of process in any other mannerpermitted by law or shall limit the right of any Agent, any Arranger or any Lender to sue in any otherjurisdiction; and(iv) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in
any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential
damages.
9.13.

Acknowledgements. The Borrower hereby acknowledges that:(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other
Loan Documents;(b) notwithstanding the provisions of this Agreement or any of the other Loan Documents, the Arrangers shallhave no powers, duties, responsibilities or liabilities with respect to this Agreement and the other Loan Documents;(c) the Agent, the Arrangers, the Lenders, the Issuing Banks and their Affiliates may have economic intereststhat conflict with those of the Borrower; and(d) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of thetransactions contemplated hereby among the Lenders, among the Issuing Banks or among the Borrower and theLenders
9.14.

Guarantors; Release of Guarantors.

(a)
The Borrower may, at any time after the Closing Date, upon prior written notice to the Administrative
Agent, cause any of its Subsidiaries to become a Guarantor

by causing such Subsidiary to execute and deliver to the Administrative Agent a Subsidiary Guaranty, with respect tosuch Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent.
(b)
Notwithstanding anything to the contrary contained herein or in any other Loan Document, theAdministrative Agent is hereby irrevocably authorized by each Lender and Issuing Bank (and each such Lender andIssuing Bank hereby expressly consents) (without requirement of notice to or consent of any Lender or Issuing Bank
except as expressly required by Section 9.1(a)), and the Administrative Agent hereby agrees with the Borrower, totake any action reasonably requested by the Borrower to effect the release of any Guarantor from its guarantee
obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan
Document or that has been consented to in accordance with Section 9.1(a), including, in each case and without
limitation, any sale, transfer or other disposition of any Guarantor (other than to the Borrower or another Guarantor),and (ii) under the circumstances described in paragraph (c) below (and, upon the consummation of any suchtransaction in preceding clause (i) or (ii), such Guarantor shall be released from its obligations hereunder).
(c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Lenders
and Issuing Banks hereby agree, and the Administrative Agent is hereby irrevocably authorized by each Lender andIssuing Bank (without requirement of notice to or consent of any Lender or Issuing Bank) to take any action requiredby the Borrower having the effect of releasing a Guarantor from its guarantee obligations hereunder if (i) all or
substantially all of the assets of such Guarantor have been sold or otherwise disposed of (including by way of merger
or consolidation) to a Person that is not a Borrower or a Guarantor or (ii) such Guarantor has been liquidated or
dissolved.
(d)

The Guarantee of the Obligations by any Guarantor will terminate upon:(i) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such
Guarantor such that such Guarantor is no longer a Restricted Subsidiary of the Borrower; and(ii)
if such Guarantor was not required to Guarantee the Obligations, but did so at its option, therequest by such Guarantor of release at any time; provided that after giving effect to such release the Borrower
would be in compliance with the covenant set forth in Section 6.1.
The Administrative Agent will execute any documents reasonably required in order to evidence the release of any
Guarantor from its obligations under its Guarantee pursuant to the foregoing.
9.15.
Confidentiality. Each Agent, each Arranger, each Lender, each Issuing Bank agrees to keep
confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lenderpursuant to or in connection with this Agreement; provided that nothing herein shall prevent any Agent, any Arranger,
any Lender or Issuing Bank from disclosing any such information (a) to the Administrative

Agent, any other Lender or any affiliate thereof (so long as such affiliate agrees to be bound by the provisions of thisSection 9.15), (b) subject to an agreement to comply with provisions no less restrictive than this Section 9.15, or to
any actual or prospective Transferee (or any professional advisor to such counterparty), (c) to its employees,
directors, officers, agents, attorneys, accountants, partners and other professional advisors (including insurance
brokers) or those of any of its affiliates, (d) upon the request or demand, or in accordance with the requirements(including reporting requirements), of any Governmental Authority having jurisdiction over such Lender, provided thatto the extent permitted by law, such Lender shall promptly notify the applicable Loan Party of such disclosure (except
with respect to any audit or examination conducted by bank accountants or any governmental bank authority
exercising examination or regulatory authority), in response to any order of any court or other Governmental Authority
or as may otherwise be required pursuant to any Requirement of Law or other legal process, provided that to theextent permitted by law, such Lender shall promptly notify the applicable Loan Party of such disclosure (except withrespect to any audit or examination conducted by bank accountants or any governmental bank authority exercisingexamination or regulatory authority), (e) if requested or required to do so in connection with any litigation or similar
proceeding; provided that to the extent permitted by law, such Lender shall promptly notify the applicable Loan Partyof such disclosure, (f) to the extent such information has been independently developed by such Lender or that has
been publicly disclosed other than in breach of this Agreement, (g) to the National Association of InsuranceCommissioners or any similar organization or any nationally recognized rating agency that requires access to
information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (h) inconnection with the exercise of any remedy hereunder or under any other Loan Document and (i) any otherdisclosure with the written consent of the Borrower.
Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by
the Borrower or the Administrative Agent pursuant to, or in the course of administering this Agreement or the other
Loan Documents, will be syndicate-level information, which may (except as provided in the following paragraph)contain material non-public information concerning the Borrower and its Affiliates and their related parties or theirrespective securities. Accordingly, each Lender confirms to the Borrower and the Administrative Agent that (i) it hasdeveloped compliance procedures regarding the use of material non-public information, (ii) it has identified in its
administrative questionnaire a credit contact who may receive information that may contain material non-public
information in accordance with its compliance procedures and applicable law, including federal and state securities
laws and (iii) it will handle such material non-public information in accordance with those procedures and applicablelaw, including federal and state securities laws.
The Borrower acknowledges that certain of the Lenders may be “public-side” Lenders (Lenders that do notwish to receive material non-public information with respect to the Borrower, its subsidiaries or their securities) (each,a “Public Lender”) and, if documents required to be delivered pursuant to Section 5.1 or 5.2 or otherwise are being
distributed through the Platform, the Borrower agrees to designate those documents or other information that aresuitable for delivery to the Public Lenders assuch. Any document that the Borrower has indicated contains non-public information shall not be posted on that
portion of the Platform designated for such Public Lenders. If the Borrower has not indicated whether a document
delivered pursuant to Section 5.1 or 5.2 contains non-public information, the Administrative Agent reserves the right topost such document or notice solely on that portion of the Platform designated for Lenders who wish to receive
material nonpublic information with respect to the Borrower, its Subsidiaries and their securities. The Borrower
acknowledges and agrees that copies of the Loan Documents may be distributed to Public Lenders (unless the
Borrower promptly notifies the Administrative Agent that any such document contains material non-public information
with respect to the Borrower or its securities).
9.16.
WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT, THE
SUSTAINABILITY STRUCTURING AGENT, THE LENDERS AND THE ISSUING BANKS HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THISAGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
9.17. Patriot Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Loan
Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that
identifies each Loan Party, which information includes the name and address of such Loan Party and otherinformation that will allow such Lender to identify such Loan Party in accordance with the Patriot Act. The Borrower
shall, and shall cause each of its Subsidiaries to, provide, to the extent commercially reasonable, such informationand take such actions as are reasonably requested by each Lender and the Administrative Agent to maintaincompliance with the Patriot Act.
9.18.
No Fiduciary Duty. Each Agent, each Lender, the Arrangers, the Issuing Banks and their respective
Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflictwith those of the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan
Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other
implied duty between any Lender, on the one hand, and the Borrower, its stockholders or its affiliates, on the other.
The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including theexercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between theLenders, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process
leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its
stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights orremedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, iscurrently advising or will advise the Borrower, its stockholders or its affiliates on other matters) or any other obligation
to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely
as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other
Person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors
to theextent it deemed appropriate and that it is responsible for making its own independent judgment with respect to suchtransactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has renderedadvisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with suchtransaction or the process leading thereto. None of the Arrangers identified on the cover page or signature pages ofthis Agreement shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or
any of the other Loan Documents, except in its capacity, as applicable, as a Lender hereunder. Without limiting anyother provision of this Article, none of such Arrangers in their respective capacities as such shall have or be deemed
to have any fiduciary relationship with any Lender, the Administrative Agent or any other Person by reason of thisAgreement or any other Loan Document.
9.19. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to
the contrary in any Loan Document or in any other agreement, arrangement or understanding among any suchparties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan
Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of theapplicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any
such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial
Institution; and(b)the effects of any Bail-in Action on any such liability, including, if applicable:(1)

a reduction in full or in part or cancellation of any such liability;(2) a conversion of all, or a portion of, such liability into shares or other instruments of ownership insuch Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise
conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights withrespect to any such liability under this Agreement or any other Loan Document; or(3) the variation of the terms of such liability in connection with the exercise of the Write-Down andConversion Powers of the applicable Resolution Authority.
9.20. Interest Rate Limitations. Notwithstanding anything herein to the contrary, if at any time the interest rateapplicable to any Loan or participation in any payment or disbursement made by an Issuing Bank pursuant to a
Documentary Credit, together with all Charges, shall exceed the maximum lawful rate (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or participation inaccordance with applicable law, the rate of interest payable in respect of such Loan or participation hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan orparticipation but were not payable as a result of the operation of this Section 9.20 shall be cumulated and the interest
and Charges payable to such Lender in respect of other Loans or participations or periods shall be increased (but notabove the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds
Effective Rate to the date of repayment, shall have been received by such Lender.
9.21.
Existing Credit Agreement. In connection with the termination of the Existing Credit Agreement, theBorrower’s repayment of outstanding eurodollar loans under the Existing Credit Agreement is on a day that is not thelast day of an Interest Period (as defined in the Existing Credit Agreement). Each Lender that is a party to the Existing
Credit Agreement hereby waives its rights to indemnification and payment under clause (c) of the first sentence ofSection 2.20 of the Existing Credit Agreement.

IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and theyear first written.
BORROWER:MICRON TECHNOLOGY, INC.

By:
Name:
Title:[Signature Page to Micron Technology, Inc. Credit Agreement]

HSBC BANK USA, NATIONAL ASSOCIATION,
as Administrative Agent and a Lender

By:
Name:
Title:[Signature Page to Micron Technology, Inc. Credit Agreement][●],
as a Lender

By:
Name:
Title:[Signature Page to Micron Technology, Inc. Credit Agreement]

SCHEDULE 1.3- Sustainability Performance Thresholds[Omitted]

EXHIBIT B[Omitted]

EXHIBIT C[Omitted]

EXHIBIT 10.2
EXECUTION VERSIONAMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENTAMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT, dated as of June 7, 2023 (this “Amendment”)
by Wells Fargo Bank, National Association, as administrative agent under the Existing Term Loan Credit Agreement(as defined below) (in such capacity and including any successors in such capacity, the “Administrative Agent”).
WITNESSETH:
WHEREAS, reference is hereby made to the Term Loan Credit Agreement, dated as of May 14, 2021
(as amended by Amendment No. 1 to Term Loan Credit Agreement, dated as of March 27, 2023 and as further
amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the datehereof, the “Existing Term Loan Credit Agreement” and as further amended by this Amendment, the “Amended Term
Loan Credit Agreement”), among Micron Technology, Inc. (the “Borrower”), the Administrative Agent, the other agents
party thereto and each of the financial institutions from time to time party thereto;
WHEREAS, certain loans or other extensions of credit under the Existing Term Loan Credit Agreement bear orare permitted to bear interest, or incur or are permitted to incur fees, commissions or other amounts, based on the
London Interbank Offered Rate as administered by the ICE Benchmark Administration (“LIBOR”) in accordance withthe terms of the Existing Term Loan Credit Agreement;
WHEREAS, a Benchmark Transition Event (as defined in the Existing Term Loan Credit Agreement) has
occurred with respect to LIBOR and LIBOR will be replaced with an alternative benchmark rate for purposes of the
Existing Term Loan Credit Agreement on the Benchmark Replacement Date (as defined in the Existing Term Loan
Credit Agreement) in accordance with the benchmark replacement provisions set forth in the Existing Term Loan
Credit Agreement, and pursuant thereto the Administrative Agent is exercising its right to make certain Benchmark
Replacement Conforming Changes (as defined in the Existing Term Loan Credit Agreement) in connection with theimplementation of the applicable benchmark replacement as set forth herein, without any further action or consent of
any other party; andWHEREAS, the amendments and modifications set forth in this Amendment constitute Benchmark
Replacement Conforming Changes (as defined in the Existing Term Loan Credit Agreement) for purposes of the
Existing Term Loan Credit Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the following shall be effective:

Article I.

Amendment.

Section 1.01
Notwithstanding anything to the contrary contained in the Existing Term Loan Credit Agreement orin any other Loan Document, the Existing Term Loan Credit Agreement is hereby amended and modified to giveeffect to the provisions set forth on Exhibit A hereto on and as of July 1, 2023 (the “Amendment No. 2 EffectiveDate”).
Section 1.02 Exhibit B. Exhibit B to the Existing Term Loan Credit Agreement is hereby deleted in its entirety andreplaced with Exhibit B attached as Exhibit B.
Section 1.03 Exhibit F. Exhibit F to the Existing Term Loan Credit Agreement is hereby deleted in its entirety andreplaced with Exhibit F attached as Exhibit C.
Article II.
Notice. To the extent that the Administrative Agent is required (pursuant to any Loan Document orotherwise) to provide notice to the Borrower, any Lender or any other party party to the Existing Term Loan Credit
Agreement of (i) a Benchmark Transition Event (as defined in the Existing Term Loan Credit Agreement) with respect
to LIBOR, (ii) a Benchmark Replacement Date (as defined in the Existing Term Loan Credit Agreement), (iii) the
implementation of Term SOFR as a Benchmark Replacement (as defined in the Existing Term Loan Credit
Agreement) or (iv) any Benchmark Replacement Conforming Changes (as defined in the Existing Term Loan Credit
Agreement) in connection with the adoption and implementation of Term SOFR or the use and administration thereof,
this Amendment shall constitute such notice.
Article III.

Miscellaneous.

Section 3.01
Survival. Except as expressly provided in this Amendment, all of the terms, provisions, covenants,
agreements, representations and warranties and conditions of the Existing Term Loan Credit Agreement and theother Loan Documents shall be and remain in full force and effect as written, unmodified hereby. In the event of any
conflict between the terms, provisions, covenants, representations and warranties and conditions of this Amendment,on the one hand, and the Existing Term Loan Credit Agreement or any other applicable Loan Document, on the other
hand, this Amendment shall control.
Section 3.02 Severability. Any term or provision of this Amendment that is invalid, illegal or unenforceable in any
jurisdiction shall, solely as to that jurisdiction, be ineffective solely to the extent of such invalidity, illegality or
unenforceability without rendering invalid, illegal or unenforceable the remaining terms and provisions of thisAmendment or affecting the validity, legality or enforceability of any of the terms or provisions of this Amendment inany other jurisdiction. If any provision of this Amendment is so broad as to be unenforceable, the provision shall beinterpreted to be only so broad as would be enforceable.
Section 3.03 Governing Law. This Amendment and any claims, controversy, dispute or cause of action (whether incontract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions
contemplated hereby shall be governedby, and construed in accordance with, the laws of the jurisdiction that governs the Existing Term Loan Credit
Agreement in accordance with the terms thereof.
Section 3.04 Submission To Jurisdiction; Waivers. Reference is hereby made to Section 9.12 of the Amended Term
Loan Credit Agreement, the provisions of which are hereby incorporated by reference in this Amendment as if fully set
forth herein.
Section 3.05 Entire Agreement; Capitalized Terms. This Amendment and the Existing Term Loan Credit Agreement(as amended hereby) constitute the entire agreement among the parties to the Existing Term Loan Credit Agreementwith respect to the subject matter hereof and supersede all other prior agreements and understandings, both written
and verbal, among such parties or any of them with respect to the subject matter hereof. Any exhibits or annexes
attached hereto (including, without limitation, Exhibit A) are hereby incorporated herein by reference and made a part
hereof. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in Exhibit A
attached hereto.
Section 3.06 Binding Effect, Beneficiaries. This Amendment shall be binding upon and inure to the benefit of theparties to the Existing Term Loan Credit Agreement and each other applicable Loan Document and their respective
heirs, executors, administrators, successors, legal representatives and assigns, and no other party shall derive any
rights or benefits herefrom.
Section 3.07
Construction. This Amendment shall be construed without regard to any presumption or other rule
requiring construction against the party drafting this Amendment.
Section 3.08
Notices. All notices relating to this Amendment shall be delivered in the manner and subject to theprovisions set forth in the Existing Term Loan Credit Agreement.
Section 3.09 Electronic Execution. Delivery of an executed counterpart of a signature page of this Amendment byfacsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart ofthis Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall bedeemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the casemay be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar statelaws based on the Uniform Electronic Transactions Act.
Section 3.10 Headings. Article and Section headings used herein are for convenience of reference only, are not partof this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, thisAmendment.
Section 3.11 Reference to and Effect on the Existing Term Loan Credit Agreement. On and after the Amendment
No. 2 Effective Date, each reference in the Existing Term Loan Credit Agreement and the use therein of “hereunder”,“herein” or words of like

import referring to the Existing Term Loan Credit Agreement, and each reference in the other Loan Documents to“Term Loan Credit Agreement” and the use therein of “thereunder”, “thereof” or words of like import referring to the
Existing Term Loan Credit Agreement, shall, in each case, mean and be a reference to the Existing Term Loan Credit
Agreement as amended by this Amendment. Except as specifically amended by this Amendment, the Existing Term
Loan Credit Agreement and the other Loan Documents shall remain in full force and effect (with the same priority, as
applicable) and are hereby ratified and confirmed and this Amendment shall not be considered a novation. The
execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of the Administrative Agent or any Lender or any other party under, theExisting Term Loan Credit Agreement as amended by this Amendment or otherwise. This Amendment shall bedeemed to be a Loan Document.
Section 3.12 Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in the Existing Term
Loan Credit Agreement, the interest on any Loans (outstanding as of the Amendment No. 2 Effective Date) willcontinue to be determined by reference to the LIBOR provisions that apply prior to the Amendment No. 2 Effective
Date, until the end of the then current Interest Period (as defined in the Existing Term Loan Credit Agreement as inexistence prior to giving effect to this Amendment) on such Loans, and after the Amendment No. 2 Effective Dateinterest shall be determined after giving effect to this Amendment.
[Signature Page Follows]IN WITNESS WHEREOF, the Administrative Agent has caused this Amendment to be duly executed as of thedate first above written.
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/ Sid Khanolkar
Name: Sid Khanolkar
Title: Managing Director[Signature Page to Amendment No. 2 to Term Loan Credit Agreement]

EXHIBIT A
Amended Term Loan Credit Agreement[Attached]Conformed through Amendment No. 1 to Term Loan Credit Agreement, dated as of March 27, 2023
and Amendment No. 2 to Term Loan Credit Agreement, dated as of June 7, 2023

TERM LOAN CREDIT AGREEMENT
among
MICRON TECHNOLOGY, INC.,
as BorrowerandTHE LENDERS PARTY HERETO,
andWELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent
Dated as of May 14, 2021
as amended by the Amendment No. 1 to Term Loan Credit Agreement, dated as of March 27, 2023 and Amendment
No. 2 to Term Loan Credit Agreement, dated as of June 7, 2023
OVERSEA-CHINESE BANKING CORPORATION LIMITED, LOS ANGELES AGENCY,
as Syndication Agent
THE TORONTO-DOMINION BANK, NEW YORK BRANCH
THE BANK OF NOVA SCOTIA,
as Documentation Agents
WELLS FARGO SECURITIES, LLC
as Sole Bookrunnerandas Sole Lead Arranger
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
as Sustainability Structuring AgentTABLE OF CONTENTS
Page
Section 1 Definitions...............1
1.1. Defined Terms...............1
1.2. Other Definitional Provisions...............28
1.3. Delivery of Notices...............29
1.4. Divisions...............29
Section 2 The Credits...............29
2.1. Term Commitments...............29
2.2. Term Loans...............29
2.3. Requests for Term Loan Borrowings...............29
2.4. [Reserved]...............30
2.5. Funding of Term Loan Borrowings...............30
2.6. Termination and Reduction of Term Commitments...............30
2.7. Repayment of Term Loans; Evidence of Debt...............30
2.8. Interest Rates and Payment Dates...............312.9. Computation of Interest and Fees...............312.10. Benchmark Replacement Setting...............32
2.11. Prepayment of Term Loans...............34
2.12. Conversion and Continuation Options...............34
2.13. Limitations on EurodollarAdjusted Term SOFR Tranches...............35
2.14. Pro Rata Treatment, etc................35
2.15. Requirements of Law...............36
2.16. Taxes...............37
2.17. Indemnity...............40
2.18. Change of Lending Office...............41
2.19. Fees...............41
2.20. Nature of Fees...............41
2.21. [Reserved]...............41
2.22. Replacement of Lenders...............41
2.23. [Reserved]...............42
2.24. Defaulting Lenders...............42
2.25. Sustainability Adjustments...............42
Section 3 Representations and Warranties...............44
3.1. Existence; Compliance with Law...............44
3.2. Power; Authorizations; Enforceable Obligations...............44
3.3. No Legal Bar...............45
3.4. Accuracy of Information...............45
3.5. No Material Adverse Effect...............45
3.6. Title to Assets; Liens...............45
3.7. Intellectual Property...............45
3.8. Use of Proceeds...............46
3.9. Litigation...............46
3.10. Federal Reserve Regulations...............46
3.11. Solvency...............46
3.12. Taxes...............46

3.13. ERISA...............46
3.14. Environmental Matters; Hazardous Material...............47
3.15. Investment Company Act; Other Regulations...............47
3.16. Labor Matters...............47
3.17. Anti-Corruption Laws and Sanctions...............47
3.18. Affected Financial Institutions...............47
3.19. Disclosure...............47
3.20. ERISA Event...............47
Section 4 Conditions Precedent...............47
4.1. Conditions to the Closing Date...............47
Section 5 Affirmative Covenants...............49
5.1. Financial Statements, etc................49
5.2. Compliance Certificate; Reporting...............49
5.3. Maintenance of Existence...............50
5.4. Maintenance of Insurance...............50
5.5. Use of Proceeds...............50
5.6. Compliance with Laws...............50
5.7. Designation of Subsidiaries...............50
Section 6 Negative Covenants...............50
6.1. Limitation on Indebtedness...............50
6.2. Limitation on Liens...............52
6.3. Merger, Consolidation, or Sale of Assets...............52
6.4. Limitation on Sale and Leaseback Transactions...............53
6.5. Anti-Corruption Laws and Sanctions...............53
6.6. Financial Covenant...............54
Section 7 Events of Default...............54
7.1. Events of Default...............54
Section 8 The Agents...............56
8.1. Appointment...............56
8.2. Delegation of Duties...............56
8.3. Exculpatory Provisions...............56
8.4. Reliance by the Administrative Agent...............57
8.5. Notice of Default...............57
8.6. Non-Reliance on the Agent and Other Lenders...............58
8.7. Indemnification...............59
8.8. Agent and Sustainability Structuring Agent in Their Individual Capacity...............59
8.9. Successor Administrative Agent...............59
8.10. Successor Sustainability Structuring Agent...............59
8.11. Payments...............60
8.12. Other Terms...............62
8.13. Enforcement by the Administrative Agent...............62
8.14. Withholding Tax...............62
8.15. Certain ERISA Matters...............62
Section 9 Miscellaneous...............63
9.1. Amendments and Waivers...............63
9.2. Notices...............65
9.3. No Waiver; Cumulative Remedies...............67

9.4. Survival of Representations and Warranties...............67
9.5. Payment of Expenses...............67
9.6. Successors and Assigns; Participations...............68
9.7. Adjustments; Setoff...............71
9.8. Counterparts...............72
9.9. Severability...............72
9.10. Integration...............72
9.11. GOVERNING LAW...............72
9.12. Submission To Jurisdiction; Waivers...............72
9.13. Acknowledgements...............73
9.14. Guarantors; Release of Guarantors...............73
9.15. Confidentiality...............74
9.16. WAIVERS OF JURY TRIAL...............75
9.17. Patriot Act...............75
9.18. No Fiduciary Duty...............75
9.19. Acknowledgement and Consent to Bail-In of Affected Financial Institutions...............76
9.20. Interest Rate Limitations...............76
9.21. Existing Credit Agreement...............76
SCHEDULES
Schedule 1.1
Schedule 1.2
Schedule 1.3
EXHIBITS
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E-1
Exhibit E-2
Exhibit E-3
Exhibit E-4
Exhibit F
Exhibit G
Exhibit H

Term Commitment Amounts
Unrestricted Subsidiaries
Sustainability Performance Thresholds
Form of Closing Certificate for the Borrower
Form of Borrowing Request
Form of Compliance Certificate
Form of Assignment and Acceptance
Form of United States Tax Compliance Certificate (For Non-U.S.
Lenders That Are Not Partnerships For U.S. Federal Income Tax
Purposes)
Form of United States Tax Compliance Certificate (For Non-U.S.
Lenders That Are Partnerships For U.S. Federal Income Tax
Purposes)
Form of United States Tax Compliance Certificate (For Non-U.S.
Participants That Are Not Partnerships For U.S. Federal Income
Tax Purposes)
Form of United States Tax Compliance Certificate (For Non-U.S.
Participants That Are Partnerships For U.S. Federal Income Tax
Purposes)
Form of Notice of Continuation/Conversion
Form of Acceptance and Prepayment NoticeForm of Sustainability Pricing Certificate

THIS TERM LOAN CREDIT AGREEMENT, dated as of May 14, 2021, among MICRON TECHNOLOGY, INC., a
Delaware corporation (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as
administrative agent (in such capacity and including any successors in such capacity, the “Administrative Agent” or
the “Agent”), the other agents party hereto and each of the financial institutions from time to time party hereto(collectively, the “Lenders”).
W I T N E S S E T H:
WHEREAS, the Borrower intends to use the Term Loans for general corporate purposes.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1_____
Definitions
1.1.

Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:“2018 GHG Emissions Intensity Baseline”: (a) the sum of the Borrower and its Subsidiaries’ (i) total Scope 1
Emissions plus (ii) Scope 2 Emissions for the calendar year ended December 31, 2018 divided by (b) production
units for the calendar year ended December 31, 2018.
“Adjusted Term SOFR”: for purposes of any calculation, the rate per annum equal to (a) Term SOFR for suchcalculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so
determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.
“Administrative Agent”: the meaning set forth in the preamble to this Agreement.
“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate”: as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or isunder common control with, such Person. For purposes of this definition, “control” of a Person means the power,
directly or indirectly, to direct or cause the direction of the management and policies of such Person whether throughthe ownership of voting securities, by contract or otherwise.
“Agent”: the meaning set forth in the preamble to this Agreement.
“Agreement”: this Term Loan Credit Agreement, as the same may be amended, restated, amended andrestated, supplemented or otherwise modified from time to time.

“Amendment No. 2”: that certain Amendment No. 2 to Term Loan Credit Agreement, dated as of June 7, 2023
by the Administrative Agent.
“Amendment No. 2 Effective Date”: the meaning set forth in Amendment No. 2.
“Anti-Corruption Laws”: means all laws, rules and regulations of any jurisdiction applicable to the Borrower or
any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation,
the Foreign Corrupt Practices Act of 1977, as amended.
“Applicable Margin”: with respect to the Term Loans, for any day, with respect to any EurodollarSOFR Loan or
any Base Rate Loan, as the case may be, the applicable rate per annum set forth below under the caption“EurodollarAdjusted Term SOFR Spread” or “Base Rate Spread”, as the case may be, corresponding to theapplicable Corporate Ratings from the Rating Agencies on such date:
Pricing Level:
Level 1
Level 2
Level 3
Level 4
Level 5

Corporate Ratings:≥ BBB+ / Baa1 / BBB
BBB / Baa2 / BBB
BBB- / Baa3 / BBBBB+ / Ba1 / BB+≤ BB / Ba2 / BB

EurodollarAdjusted Term Base Rate Spread
SOFR Spread
0.625%
0.00%
0.75%
0.00%
0.875%
0.00%
1.125%
0.125%
1.375%
0.375%

For purposes of the foregoing, (i) if only one Corporate Rating is in effect, the Applicable Margin shall be
determined by reference to such available Corporate Rating, (i) if two or three Corporate Ratings are in effect, theApplicable Margin shall be determined by reference to the highest of the two or three, as applicable, Corporate
Ratings unless the other Corporate Rating(s) are more than one notch lower than the highest Corporate Rating, inwhich case, the Applicable Margin shall be one notch lower than such highest Corporate Rating; (iii) if no Corporate
Rating is in effect, the Applicable Margin shall be Level 5; and (iv) if the Corporate Ratings established by the relevant
Rating Agencies shall be changed (other than as a result of a change in the rating system of any relevant Rating
Agency), such change shall be effective as of the date on which it is first announced by the applicable rating agency,
irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent.
Within five Business Days of any change in a Corporate Rating, the Borrowershall use reasonable best efforts to notify Administrative Agent in writing (which may be by facsimile or emailtransmission) of such new Corporate Rating and the date of such change.
Each change in the Applicable Margin shall apply during the period commencing on the effective date of suchchange and ending on the date immediately preceding the effective date of the next Corporate Rating change.
Subject to Section 2.25(d), the Applicable Margin shall be adjusted on each Sustainability Adjustment Datebased upon the Sustainability Margin Adjustment (to be calculated and applied as set forth in the definition thereof
and in Section 2.25(a)); provided that in no event shall the Applicable Margin be less than 0.00%.
“Approved Electronic Communication”: any notice, demand, communication, information, document or othermaterial that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions
contemplated therein which is distributed to the Agent or to the Lenders by means of electronic communications
pursuant to Section 9.2(b).
“Approved Fund”: as defined in Section 9.6(b)(ii).
“Arranger”: the Lead Arranger.
“Assignee”: as defined in Section 9.6(b)(i).
“Assignment and Acceptance”: an assignment and acceptance entered into by a Lender and an Assignee andaccepted by the Administrative Agent to the extent required pursuant to Section 9.6, substantially in the form ofExhibit D hereto.
“Attributable Debt”: in connection with a sale and lease-back transaction the lesser of: (1) the fair value of theassets subject to such transaction, as determined in good faith by a Responsible Officer of the Borrower; and (2) the
present value of the minimum rental payments called for during the terms of the lease (including any period for whichsuch lease has been extended), determined in accordance with GAAP, discounted at a rate that, at the inception of
the lease, the lessee would have incurred to borrow over a similar term the funds necessary to purchase the leased
assets.
“Available Tenor”: as of any date of determination and with respect to the then-current Benchmark, asapplicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or payment period for interest
calculated with reference to such Benchmark, as applicable,component thereof) that is or may be used for
determining the length of an Iinterest Pperiod pursuant to this Agreement or (b) otherwise, any payment period forinterest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining
any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of suchdate and not including, for the avoidance of doubt, any tenor for such
Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.10(e).

“Available Unused Commitments”: as of the date of determination thereof, the aggregate amount by which (a)the aggregate amount of commitments under revolving credit facilities and revolving lines of credit of the Borrower
and its Consolidated Subsidiaries exceeds (b) the aggregate principal amount of outstanding loans and advances
under such revolving credit facilities and revolving lines of credit.
“Bail-In Action”: 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”: (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, regulation,
rule 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 throughliquidation, administration or other insolvency proceedings).
“Bankruptcy Code”: the United States Bankruptcy Code, codified as Title 11, U.S. Code §101-1330, as
amended.
“Base Rate”: for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,(b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) Eurodollar RateAdjusted Term SOFR for a one monthInterest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%.
Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Eurodollar RateAdjusted
Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB
Rate or the Eurodollar RateAdjusted Term SOFR, respectively. If the Base Rate is being used as an alternate rate ofinterest pursuant to Section 2.10 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above andshall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as so
determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Base Rate Loans”: Term Loans the rate of interest applicable to which is based upon the Base Rate.
“Base Rate Term Borrowing”: a Borrowing of Term Loans that are Base Rate Loans.
“Benchmark”: initially, LIBORfollowing the Amendment No. 2 Effective Date, the Term SOFR Reference Rate;provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and itsand the related
Benchmark Replacement Date have occurred with respect to LIBORthe Term SOFR Reference Rate or the thencurrent Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such
Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.10(b).

“Benchmark Replacement”: for any Available Tenor, the first alternative set forth in the order below that can be
determined by the Administrative Agent for the applicable Benchmark Replacement Date:(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;(21) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;(32) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agentand the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor
giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or themechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or thenprevailing market convention for determining a benchmark rate as a replacement for the then-current
Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark
Replacement Adjustment;.
provided that, in the case of clause (1), the Unadjusted Benchmark Replacement is displayed on ascreen or other information service that publishes such rate from time to time as selected by the Administrative
Agent in its reasonable discretion. If the Benchmark Replacement as determined pursuant to clause (1), or (2)or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the
purposes of this Agreement and the other Loan Documents.
“Benchmark Replacement Adjustment”: with respect to any replacement of the then current Benchmark with an
Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such
Unadjusted Benchmark Replacement:(1)
for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the firstalternative set forth in the order below that can be determined by the Administrative Agent:(a) the spread adjustment, or method for calculating or determining such spread adjustment,(which may be a positive or negative value or zero) as of the Reference Time such Benchmark
Replacement is first set for such Interest Period that has been selected or recommended by the
Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement for the applicable Corresponding Tenor;(b)
the spread adjustment (which may be a positive or negative value or zero) as of theReference Time such Benchmark Replacement is first set for such Interest Period that would apply tothe fallback rate for a derivative transaction referencing the ISDA Definitions to be effective uponan index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and(2) for purposes of clause (32) of the definition of “Benchmark Replacement,” the spread adjustment,
or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding
Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for
calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark
Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spreadadjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated syndicatedcredit facilities;
provided that, in the case of clause (1) above, such adjustment is displayed on a screen or otherinformation service that publishes such Benchmark Replacement Adjustment from time to time as selected by
the Administrative Agent in its reasonable discretion.
“Benchmark Replacement Conforming Changes”: with respect to any Benchmark Replacement and/or any
SOFR Loan, any technical, administrative or operational changes (including changes to the definition of “Base Rate,”the definition of “U.S. Government Securities Business Day”, the definition of “Business Day,” the definition of“Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing
requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage
provisions, and other technical, administrative or operational matters) that the Administrative Agent reasonably
decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and topermit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice(or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark
Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably
necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Replacement Date”: the earliest to occur of the following events with respect to the then-current
Benchmark:(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) thedate of the public statement or publication of information referenced therein and (b) the date on which theadministrator of such Benchmark (or the published component used in the calculation thereof) permanently orindefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the publicstatement or publication of information referenced therein; or(3) in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such
Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00
p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election isprovided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising theRequired Lenders.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same dayas, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will bedeemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement
Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon theoccurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such
Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event”: with respect to any Benchmark, the occurrence of one or more of the following
events with respect to the then-current Benchmark:(1)
a public statement or publication of information by or on behalf of the administrator of such
Benchmark (or the published component used in the calculation thereof) announcing that such administrator
has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof),
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);(2) a public statement or publication of information by the regulatory supervisor for the administrator ofsuch Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, theFederal Reserve Bank of New York, the Term SOFR Administrator, an insolvency official with jurisdiction over
the administrator for such Benchmark (or such component thereof), a resolution authority with jurisdiction over
the administrator for such Benchmark (or such component thereof) or a court or an entity with similar
insolvency or resolution authority over the administrator for such Benchmark (or such component thereof),
which states that the administrator of such Benchmark (or such component thereof) has ceased or will ceaseto provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that willcontinue to provide any Available Tenor of such Benchmark (or such component thereof); or(3) a public statement or publication of information by the regulatory supervisor for the administrator ofsuch Benchmark (or the published component used in the calculation thereof) announcing that all Available
Tenors of such Benchmark (or such component thereof) are no longer representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any
Benchmark if a public statement or publication of information set forth above has occurred with respect to each thencurrent Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period”: the period (if any) (x) beginning at the time that a Benchmark Replacement
Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has
replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance withthis Section titled “Benchmark Replacement Setting” and (y) ending at the time that a Benchmark Replacement has
replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with
Section 2.10.
“Beneficial Ownership Certification”: a certification regarding beneficial ownership as required by the Beneficial
Ownership Regulation.
“Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230.
“Benefit Plan”: any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject toTitle I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and(c) any Person whose assets include (for purposes of the Plan Asset Regulations 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”.
“Benefited Lender”: the meaning set forth in Section 9.7(a).
“Board of Directors”: the board of directors of the Borrower or any committee thereof duly authorized to act onbehalf of such board.
“Board of Governors”: the Board of Governors of the Federal Reserve System of the United States or any
Governmental Authority which succeeds to the powers and functions thereof.
“Borrower”: the meaning set forth in the preamble to this Agreement.
“Borrowing”: Term Loans of the same Type, made, converted or continued on the same date and, in the caseof EurodollarSOFR Loans, as to which a single Interest Period is in effect.
“Borrowing Date”: the Business Day specified in a Borrowing Request as a date on which the Borrower
requests the making of Term Loans hereunder.
“Borrowing Request”: a request by the Borrower for a Borrowing in accordance with Section 2.3, which shall be
substantially in the form of Exhibit B or any other form approved by the Administrative Agent.
“Business Day”: any day other than a Legal Holiday.; provided that, in addition to the foregoing, a BusinessDay shall be, in relation to a Loan referencing Adjusted Term

SOFR any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing
Adjusted Term SOFR or any other dealings of such Loans referencing Adjusted Term SOFR, any such day that is a
U.S. Government Securities Business Day.
“Capital Stock”: any and all shares of stock of a corporation, partnership interests or other equivalent interests(however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive a share of
the profits and losses, and a distribution of assets, after liabilities, of such Person.
“Captive Insurance Subsidiary”: any Restricted Subsidiary of the Borrower that is subject to regulation as aninsurance company (or any Restricted Subsidiary thereof).
“CFC”: any controlled foreign corporation within the meaning of Section 957 of the Code.
“Change of Control”: any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), other than the Borrower, its Subsidiaries or any employee benefit plan of the Borrower or its
Subsidiaries, has filed a Schedule 13D or Schedule TO (or any successor schedule, form or report) pursuant to the
Exchange Act disclosing that such person has become the direct or indirect “beneficial owner” (as such term is usedin Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the Voting Stock of the Borrower, unlesssuch beneficial ownership (a) arises solely as a result of a revocable proxy delivered in response to a proxy orconsent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and (b) is not alsothen reportable on Schedule 13D (or any successor schedule under the Exchange Act, except that a person will bedeemed to have beneficial ownership of all shares that such person has the right to acquire irrespective of whether
that right is exercisable immediately or only after the passage of time); provided, however, that a transaction will not
be deemed to involve a Change of Control if (a) the Borrower becomes a direct or indirect wholly owned subsidiary ofa holding company, and (b) (i) the direct or indirect holders of the Voting Stock of such holding company immediately
following that transaction are substantially the same as the holders of the Borrower’s Voting Stock immediately prior
to that transaction or (ii) immediately following that transaction no “person” or “group” (other than a holding company
satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the
Voting Stock of such holding company.
“Charges”: any charge, expense, cost, accrual or reserve of any kind.
“Closing Date”: the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied or
waived, which date is May 14, 2021.
“Code”: the Internal Revenue Code of 1986, as amended from time to time.
“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with the
Borrower within the meaning of Section 4001 of ERISA or is part of a controlled group that includes the Borrower andthat is treated as a single employer under Section 414 of the Code.

“Compliance Certificate”: a compliance certificate to be delivered pursuant to Section 5.2(a), substantially inthe form of Exhibit C.
“Consolidated EBITDA”: with respect to any Person for any Measurement Period, the sum of, without
duplication, the amounts for such period, taken as a single accounting period, of (1) Consolidated Net Income;excluding (to the extent deducted or otherwise excluded in calculating Consolidated Net Income in such
Measurement Period), the following amounts (or, to the extent attributable to a non-wholly owned consolidated entity,
a portion of the following amounts proportionate to the Borrower’s allocable interest in such entity): (2) Consolidated
Non-cash Charges; (3)(A) extraordinary Charges and (B) unusual or nonrecurring Charges, in each case, to theextent not of a type described in clause (2), (4) Consolidated Interest Expense; (5) Consolidated Income Tax
Expense; (6) restructuring expenses and charges; (7) any expenses or charges related to any equity offering,
Investment, recapitalization or incurrence of Indebtedness not prohibited under this Agreement (whether or not
successful) or related to the entry into this Agreement; and (8) any charges, expenses or costs incurred in connectionor associated with mergers, acquisitions or divestitures after the Closing Date.
Consolidated EBITDA shall be calculated after giving effect on a pro forma basis for the applicable
Measurement Period to any asset sales or other dispositions or acquisitions, investment, mergers, consolidations anddiscontinued operations (as determined in accordance with GAAP) by such Person and its Consolidated Subsidiaries(1) that have occurred during such Measurement Period or at any time subsequent to the last day of such
Measurement Period and on or prior to the date of the transaction in respect of which Consolidated EBITDA is being
determined and (2) that the Borrower determines in good faith are outside the ordinary course of business, in eachcase as if such asset sale or other disposition or acquisition, investment, merger, consolidation or disposed operation
occurred on the first day of such Measurement Period. For purposes of this definition, pro forma calculations shall bemade in accordance with Article 11 of Regulation S-X under the Securities Act; provided that such pro forma
calculations may include operating expense reductions for such period resulting from the transaction which is being
given pro forma effect that are reasonably identifiable and factually supportable and have been realized or for which
the steps necessary for realization have been taken or have been identified and are reasonably expected to be taken
within one year following any such transaction (which operating expense reductions are reasonably expected to besustainable); provided that, the Borrower shall not be required to give pro forma effect to any transaction that it does
not in good faith deem material. Such pro forma calculations shall be made in good faith by a responsible financial or
accounting officer of the Borrower.
“Consolidated Income Tax Expense”: with respect to any Person for any period, the provision for (or benefit of)federal, state, local and foreign income taxes of such Person and its Consolidated Subsidiaries for such period asdetermined on a consolidated basis in accordance with GAAP, including any penalties and interest related to suchtaxes or arising from any tax examinations, to the extent the same were deducted (or added back, in the case ofincome tax benefit) in computing Consolidated Net Income.

“Consolidated Interest Expense”: with respect to any Person, for any period, (a) the sum of all interest expense(including imputed interest charges with respect to finance lease obligations) of such Person and its Consolidated
Subsidiaries payable in cash for such period determined on a consolidated basis in accordance with GAAP but
excluding (i) any non-cash interest expense attributable to the movement in the mark to market valuation of hedging
obligations or other derivative instruments pursuant to GAAP, amortization of deferred financing fees, debt issuancecosts, commissions, fees and expenses, (ii) any expensing of bridge, commitment and other financing fees, (iii) any
annual administrative or other agency fees, (iv) any premiums, fees or other charges incurred in connection with therefinancing, incurrence, purchase or redemption of Indebtedness, (v) any amortization of debt discounts, including
discounts on convertible notes, and (vi) amortization of other costs, including imputed interest charges on liabilities
other than finance lease obligations and premiums and discounts on investments, minus (b) interest income of such
Person and its Consolidated Subsidiaries for such period determined on a consolidated basis in accordance withGAAP.
“Consolidated Net Income”: with respect to any Person, for any period, the consolidated net income (or loss) of
such Person and its Consolidated Subsidiaries, after deduction of net income (or loss) attributable to non-controllinginterests, for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating suchnet income, by excluding, without duplication, the following (or, to the extent attributable to a non-wholly owned
consolidated entity, a portion of the following amounts proportionate to the Borrower’s allocable interest in such
entity): (1) all extraordinary, unusual or nonrecurring gains or losses (net of fees and expense relating to thetransaction giving rise thereto); (2) gains or losses in respect of any asset impairments, write-offs or sales (net of feesand expenses relating to the transaction giving rise thereto); (3) any expenses, losses or charges incurred related tolower of cost or market write-downs for work in process or finished goods inventories; (4) any expenses, losses or
charges incurred related to excess or obsolete inventories; (5) the net income (loss) from any disposed or
discontinued operations or any net gains or losses on disposed or discontinued operations; (6) any gain or loss
realized as a result of the cumulative effect of a change in accounting principles; (7) any net gains or losses
attributable to the early extinguishment or conversion of Indebtedness, derivative instruments, embedded derivatives
or other similar obligations; (8) equity in net income (loss) of equity method investees; (9) gains, losses, income andexpenses resulting from the application of fair value accounting to derivative instruments; and (10) gains or losses
resulting from currency fluctuations. In addition, to the extent not already included in Consolidated Net Income ofsuch Person and its Consolidated Subsidiaries, the amount of proceeds received from business interruption
insurance and reimbursements of any expenses or charges that are covered by indemnification or otherreimbursement provisions in connection with any investment or sale, conveyance, transfer or disposition of assets notprohibited under this Agreement.
“Consolidated Net Tangible Assets”: with respect to any Person, the total amount of assets of such Person and
its Consolidated Subsidiaries after deducting therefrom (a) all current liabilities of such Person and its Consolidated
Subsidiaries (excluding (i) the current portion of long-term debt and the portion of any convertible debt classified as“current” despite having a stated maturity more than 12 months from the date as of which the amount thereof is being
computed and (ii) any liabilities which are by their terms renewable or extendible at the option of the obligor thereon
to a date more than 12 months from the date as of which the amount thereof is being computed) and (b) all goodwill,trade names, trademarks, patents, unamortized debt discount and expense and any other like intangibles of such
Person and its Consolidated Subsidiaries, all as set forth on the consolidated balance sheet of such Person for themost recently completed fiscal quarter for which financial statements have been filed with the SEC and computed inaccordance with GAAP.
“Consolidated Non-cash Charges”: with respect to any Person for any period determined on a consolidated
basis in accordance with GAAP, the aggregate depreciation; amortization (including amortization of goodwill, otherintangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses); non-cash compensation
expense incurred in connection with the issuance of Equity Interests to any director, officer, employee or consultant ofsuch Person or any Consolidated Subsidiary; and other non-cash expenses of such Person and its Subsidiaries
reducing Consolidated Net Income of such Person and its Consolidated Subsidiaries for such period (excluding any
such charge which requires an accrual of or a reserve for cash charges for any future period).
“Consolidated Subsidiaries”: as of any date of determination and with respect to any Person, those
Subsidiaries of that Person whose financial data is, in accordance with GAAP, reflected in that Person’s consolidated
financial statements.
“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property isbound.
“Copyrights”: (i) all copyrights, database rights, design rights, mask works and works of authorship arisingunder the laws of the United States, any other country or any political subdivision thereof, whether registered or
unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications inconnection therewith, including, without limitation, all registrations, recordings and applications in the United States
Copyright Office, and (ii) the right to obtain all renewals thereof.
“Copyright Licenses”: any written agreement naming the Borrower or any Guarantor as a party, granting any
right under any Copyright, including, without limitation, the grant of rights to reproduce, prepare derivative works
based upon, perform, display, manufacture, distribute, exploit and sell materials derived from any Copyright.
“Corporate Rating”: the Borrower’s “corporate rating” or “corporate family rating” from S&P or Moody’s or Fitch,
respectively, including any successor term for such rating adopted by such rating agency.

“Corresponding Tenor”: with respect to any Available Tenor means, as applicable, either a tenor (including
overnight) or an interest payment period having approximately the same length (disregarding business day
adjustment) as such Available Tenor.
“Daily Simple SOFR”: for any day, SOFR, with the conventions for this rate (which will include a lookback)being established by the Administrative Agent in accordance with the conventions for this rate selected orrecommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated businessloans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for
the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.
“Debtor Relief Laws”: the Bankruptcy Code of the United States, 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 ineffect and affecting the rights of creditors generally.
“Default”: any of the events specified in Section 7.1, whether or not any requirement for the giving of notice,
the expiration of applicable cure or grace periods, or both, has been satisfied.
“Defaulting Lender”: means any Lender that (a) has failed to (i) fund all or any portion of its Term Loans within
one Business Day of the date such Term Loans were required to be funded hereunder unless such Lender notifies
the Administrative Agent and the 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
default, shall be specifically identified in writing) has not been satisfied, or (ii) pay to the Administrative Agent or any
other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, (b)has notified the Borrower and the Administrative Agent in writing that it does not intend to comply with its funding
obligations hereunder (unless such writing relates to such Lender’s obligation to fund a Term Loan hereunder andstates that such position is based on such Lender’s determination that a condition precedent to funding (which
condition precedent, together with any applicable default, shall be specifically identified in such writing) cannot besatisfied), (c) has failed, within two Business Days after written request by the Administrative Agent or the Borrower,
to confirm in writing to the Administrative Agent and the 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 Borrower), or (d) has, or has a direct orindirect parent company that has, after the Closing Date, (i) become the subject to any bankruptcy event, (ii) had
appointed for it a receiver, liquidator, examiner, custodian, conservator, trustee, administrator, assignee for the benefitof creditors or similar Person charged with reorganization or liquidation of its business or assets, including theFederal 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 ofthe 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 suchownership 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 (orsuch Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such
Lender. Any determination by the Administrative Agent in consultation with the Borrower 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 2.24(b)) upon delivery of
written notice of such determination to the Borrower and each Lender.
“Documentation Agents”: The Toronto-Dominion Bank, New York Branch, The Bank of Nova Scotia and any
successors thereto.
“Dollars” and “$”: dollars in lawful currency of the United States.
“Early Opt-in Election”: if the then-current Benchmark is LIBOR, the occurrence of:(1) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative
Agent to notify) each of the other parties hereto that at least five currently outstanding U.S. dollar-denominatedsyndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFRbased rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (andsuch syndicated credit facilities are identified in such notice and are publicly available for review), and(2) the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBOR andthe provision by the Administrative Agent of written notice of such election to the Lenders.
“EEA Financial Institution”: (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 thisdefinition and is subject to consolidated supervision with its parent.
“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority”: 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.
“Engagement Letter”: that certain engagement letter dated April 14, 2021 among the Borrower and the
Arranger.

“Environmental Laws”: any and all applicable foreign, federal, state, local or municipal laws, rules, orders,regulations, statutes, ordinances, codes, decrees, legally binding requirements of any Governmental Authority orother Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct
concerning protection of the environment or of human health (to the extent related to exposure to Materials ofEnvironmental Concern), as now or may at any time hereafter be in effect.
“Equity Interests”: all Capital Stock and all warrants or options with respect to, or other rights to purchase,
Capital Stock, but excluding Indebtedness convertible into or exchangeable for equity.
“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time, and theregulations promulgated and rulings issued thereunder.
“ERISA Event”: (a) any Reportable Event; (b) the failure by any Plan to satisfy the minimum funding standards(within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not
waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA; (c) the filing pursuant to Section
412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard withrespect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of
ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the
PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability withrespect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borroweror any Commonly Controlled Entity of any notice, or the receipt by any Multiemployer Plan from the Borrower or any
Commonly Controlled Entity of any notice, concerning the imposition of withdrawal liability under ERISA or adetermination that a Multiemployer Plan is, or is expected to be, Insolvent, within the meaning of Title IV of ERISA.
“Erroneous Payment”: the meaning assigned to it in Section 8.11(a).
“Erroneous Payment Deficiency Assignment”: the meaning assigned to it in Section 8.11(d).
“Erroneous Payment Return Deficiency”: the meaning assigned to it in Section 8.11(d).
“EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market
Association (or any successor person), as in effect from time to time.
“Eurocurrency Reserve Requirements”: for any day as applied to a Eurodollar Loan, the aggregate (without
duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day(including basic, supplemental, marginal and emergency reserves) under any regulations of the Board ofGovernors or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board ofGovernors) maintained by a member bank of the Federal Reserve System.
“Eurodollar Base Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan,
the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) (or a comparable or successor rate whichrate is approved by the Administrative Agent), as published on the applicable Bloomberg screen page (or such othercommercially available source providing such quotations as may be designated by the Administrative Agent from time
to time) at approximately 11:00 A.M. (London time) on the date that is two Business Days prior to the beginning of therelevant Interest Period for deposits in Dollars for a period equal to such Interest Period; provided that, to the extent
that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurodollar BaseRate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates perannum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London
interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on thedate that is two Business Days prior to the beginning of such Interest Period.
“Eurodollar Loans”: Term Loans the rate of interest applicable to which is based upon the Eurodollar Rate.
“Eurodollar Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate
per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100thof 1%):
Eurodollar Base Rate________________________________________
1.00 - Eurocurrency Reserve Requirements; provided that in no event shall the Eurodollar Rate be less than 0.00%.
“Eurodollar Term Borrowing”: a Borrowing of Term Loans that are Eurodollar Loans.
“Event of Default”: any of the events specified in Section 7.1, provided that any requirement for the giving ofnotice, the lapse of time, or both, has been satisfied.
“Exchange Act”: the Securities Exchange Act of 1934, as amended, or any successor statute or statutes
thereto.
“Excluded Taxes”: those Taxes referenced in Section 2.16(a)(i) through 2.16(a)(v).

“Existing Credit Agreement”: the Credit Agreement, dated as July 3, 2018, as amended from time to time,
among the Borrower, the lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative
agent.
“FATCA”: Sections 1471 through 1474 of the Code as in existence on the date hereof (and any amended or
successor version that is substantively comparable and not materially more onerous to comply with), any current or
future Treasury regulations thereunder or published administrative guidance implementing such Sections, any
agreement entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version
described above) and any intergovernmental agreements (and related legislation or official administrative guidance)
implementing the foregoing.
“Federal Funds Effective Rate”: for any day, the rate calculated by the NYFRB based on such day’s federal
funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public
website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal
funds rate, provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rateshall be deemed to zero for the purposes of this Agreement.
“Fees”: collectively, the fees pursuant to Engagement Letter and Section 2.19, the fees referred to in Section
9.5 and any other fees payable by any Loan Party pursuant to this Agreement or any other Loan Document.
“Floor”: the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of thisAgreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBORAdjusted
Term SOFR. For the avoidance of doubt, the initial Floor for Adjusted Term SOFR shall be 0.00%.
“Financial Officer”: the Chief Financial Officer, Principal Accounting Officer, Controller or Treasurer of the
Borrower.
“Fitch”: Fitch, Inc. and any successor to its rating agency business.
“Foreign Subsidiary”: with respect to any Person, any Subsidiary of such Person other than one that isorganized or existing under the laws of the United States, any state thereof or the District of Columbia.
“FSHCO”: with respect to any Person, any Subsidiary substantially all the assets of which consist of Equity
Interests of, and/or intercompany debt obligations owed or treated as owed by, one or more (i) CFCs and/or (ii)
Subsidiaries described in this deﬁnition.
“Funding Office”: the office of the Administrative Agent specified in Section 9.2(a) or such other office as may
be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower andthe Lenders.
“GAAP”: generally accepted accounting principles in the United States set forth in the statements andpronouncements of the Financial Accounting Standards Board or insuch other statements by such other entity as have been approved by a significant segment of the accounting
profession, which are in effect as of the date of determination.
“GHG Emissions”: a Key Performance Indicator measured by GHG Emissions Intensity Reduction.
“GHG Emissions Intensity”: (a) the sum of the Borrower and its Subsidiaries’ (i) total Scope 1 Emissions plus(ii) Scope 2 Emissions for any calendar year divided by (b) production units for such calendar year.
“GHG Emissions Intensity Applicable Margin Adjustment Amount”: with respect to GHG Emissions for any
calendar year, (a) positive 1.67 basis points if the GHG Emissions Intensity Reduction as set forth in the Sustainability
Pricing Certificate is greater than the Partially Successful Completion Threshold for such calendar year, (b) zero basis
points if the GHG Emissions Intensity Reduction as set forth in the Sustainability Pricing Certificate is greater than the
Successful Completion Threshold and is less than or equal to the Partially Successful Completion Threshold for suchcalendar year; and (c) negative 1.67 basis points if the GHG Emissions Intensity Reduction as set forth in the
Sustainability Pricing Certificate is equal to or less than the Successful Completion Threshold for such calendar year.
“GHG Emissions Intensity Reduction”: expressed as a percentage, (a) the sum of (i) GHG Emissions Intensity
minus (ii) 2018 GHG Emissions Intensity Baseline divided by (b) the 2018 GHG Emissions Intensity Baseline.
“Governmental Authority”: the government of the United States or any other nation, or of any politicalsubdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central
bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functionsof or pertaining to government (including any supra-national bodies such as the European Union or the European
Central Bank).
“Guarantee”: any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any
Indebtedness of any other Person; provided that (1) obligations pursuant to commercial transactions on arm’s-length
terms entered into in the ordinary course of business that are not primarily for the purpose of guaranteeing any
Indebtedness of another Person shall not constitute a Guarantee, and (2) for avoidance of doubt, an agreement or
arrangement or series of related agreements or arrangements providing for or in connection with the purchase or saleof assets, securities, services or rights that is entered into in connection with the business of the Borrower or any
Subsidiary (including any consent or acknowledgement of assignment, including any assignment of payment
obligations, warranties, indemnities, performance guarantees and related obligations, and related waivers), shall notconstitute a Guarantee, provided that payment obligations, warranties, indemnities, performance guarantees andrelated obligations provided for under such agreements or arrangements are limited to payments for assets,
securities, services and rights and other ancillary obligations customary in such transactions. The term “Guarantee”
used as a verb has a corresponding meaning.

“Guarantor”: any Subsidiary that is a party to a Subsidiary Guaranty, and its successors and assigns, in eachcase, until the Guarantee of such Person under the Subsidiary Guaranty has been released in accordance with theprovisions of this Agreement or the Subsidiary Guaranty.
“Indebtedness”: indebtedness for borrowed money. For the avoidance of doubt, Indebtedness with respect to a
Person only includes indebtedness for the repayment of money provided to such Person, and does not include anyother kind of indebtedness or obligation notwithstanding that such other indebtedness or obligation may be evidenced
by a note, bond, debenture or other similar instrument, may be in the nature of a financing transaction, or may be an
obligation that under GAAP is classified as “debt” or another type of liability, whether required to be reflected on thebalance sheet of the obligor or otherwise.
The amount of any Indebtedness outstanding as of any date will be:(1) the accreted value of the Indebtedness, in the case of any Indebtedness that does not require thecurrent payment of interest;(2)

the principal amount of the Indebtedness, in the case of any other Indebtedness;(3)
in respect of Indebtedness of another Person secured by a Lien on the assets of the specified
Person (and not otherwise Guaranteed by the specified Person), the lesser of: (a) the fair value (as determinedin good faith by a Responsible Officer of the Borrower) of such assets at the date of determination; and (b) the
principal amount of the Indebtedness of the other Person;(4) in respect of any Indebtedness of another Person Guaranteed by the specified Person or one ormore of such Persons, the lesser of: (a) the principal amount of such Indebtedness of such other Person and(b) the maximum amount of such Indebtedness payable under the Guarantee or Guarantees (without
duplication in the case of one or more Guarantees of the same Indebtedness by Restricted Subsidiaries); and(5)in the case of obligations under any sale and lease-back transaction that are included in any
calculation of Indebtedness pursuant to this Agreement (whether or not Indebtedness), an amount calculated
in accordance with clause (2) of the definition of Attributable Debt.
In no event will the amount of any Indebtedness (including Guarantees of such Indebtedness) be required to be
included in the calculation of Indebtedness more than once despite the fact more than one Person is liable withrespect to such Indebtedness and despite the fact that such Indebtedness is secured by the assets of more than one
Person (for example, and for avoidance of doubt, in the case where more than one Restricted Subsidiary has
Guaranteed or otherwise become liable for such Indebtedness or in the case where there are Liens on assets of one
or more of the Borrower and its Restricted Subsidiaries securing such Indebtedness or one or moreGuarantees thereof, the amount of Indebtedness so Guaranteed or secured shall only be included once in thecalculation of Indebtedness). In addition, accrual of interest and accretion or amortization of original issue discountwill not be deemed to be an incurrence of Indebtedness for any purpose hereunder. For the avoidance of doubt, theinclusion of specific obligations in Section 6.1 or the definition of Permitted Liens or the inclusion of Attributable Debt
in any calculation of Indebtedness shall not create any implication that any such obligations constitute Indebtedness.
“indemnified liabilities”: the meaning set forth in Section 9.5.
“Indemnitee”: the meaning set forth in Section 9.5.
“Initial KPI Metrics Report”: an annual report setting forth each KPI Metric for the calendar year ended
December 31, 2020, of which all data and information in such Initial KPI Metrics Report has been made publicly
available by the Borrower via the Borrower’s annual report on environmental, social and governance issues.
“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within themeaning of Section 4245 of ERISA.
“Insolvent”: pertaining to a condition of Insolvency.
“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual
property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation,
the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark
Licenses, trade secrets, and any transferable rights to sue at law or in equity for any infringement or other impairment
thereof, including the right to receive all proceeds and damages therefrom.
“Interest Payment Date”: (a) as to any Base Rate Loan, the last Business Day of each March, June,
September and December to occur while such Base Rate Loan is outstanding and the final maturity date of such
Base Rate Loan, (b) as to any EurodollarSOFR Loan having an Interest Period of three months or less, the last dayof such Interest Period, (c) as to any EurodollarSOFR Loan having an Interest Period longer than three months, each
day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day ofsuch Interest Period and (d) as to any EurodollarSOFR Loan, the date of any repayment or prepayment made in
respect thereof.
“Interest Period”: as to any EurodollarSOFR Loan, each period commencing on the last day of the next
preceding Interest Period applicable to such EurodollarSOFR Loan and ending one, three or six (or, if agreed to by all
relevant Lenders, twelve) months thereafter, as selected by the Borrower by irrevocable notice to the Administrative
Agent not later than 10:00 A.M., New York City time, on the date that is three (3) Business Days prior to the last dayof the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating toInterest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period
shall be extended to the next succeeding Business Day unless the result of such extension would be to carrysuch Interest Period into another calendar month in which event such Interest Period shall end on theimmediately preceding Business Day;(ii)
Date; andthe Borrower may not select an Interest Period that would extend beyond the Term Loan Maturity(iii)
any Interest Period that begins on the last Business Day of a calendar month (or on a day forwhich there is no numerically corresponding day in the calendar month at the end of such Interest Period) shallend on the last Business Day of a calendar month.; and(iv) no tenor that has been removed from this definition pursuant to Section 2.10(e) shall be available
for specification in any irrevocable notice to the Administrative Agent.
“Investment”: any direct or indirect loan, advance (or other extension of credit) or capital contribution to (bymeans of any transfer of cash or other property or assets to another Person or any other payments for property orservices for the account or use of another Person) another Person, including, without limitation, the following: (1) thepurchase or acquisition of any Capital Stock or other evidence of beneficial ownership in another Person; and (2) thepurchase, acquisition or Guarantee of the Indebtedness or other liability of another Person.
“Investment Grade Debt”: long-term and short-term bonds, bills, notes and other debt obligations with any“investment grade” rating from any of Moody’s, S&P or Fitch.
“ISDA Definitions”: the 2006 ISDA Definitions published by the International Swaps and Derivatives
Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor
definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives
Association, Inc. or such successor thereto.
“Joint Venture”: with respect to any Person, any partnership, corporation or other entity in which up to andincluding 50% of the Equity Interests is owned, directly or indirectly, by such Person and/or one or more of its
Subsidiaries.
“Key Performance Indicators”: each of GHG Emissions, RBA Audit Score and Waste.
“KPI Metrics”: means each of GHG Emission Intensity Reduction, the RBA Audit Score Average and Waste
Diversion.
“KPI Metrics Auditor”: any auditing or consulting firm designated from time to time by the Borrower (or any
replacement auditor thereof as designated from time to time by the Borrower); provided, that any such KPI Metrics
Auditor (a) shall be (i) a nationally recognized auditing firm, (ii) a nationally recognized assurance provider or (iii) anindependent consultant with experience with environmental, social and governance research and assurance services,and (b) shall apply auditing standards and methodology that (i) are consistent with then generally accepted industry
standards or (ii) if not so consistent, are proposed by the Borrower and notified to the Administrative Agent, theSustainability Structuring Agent and the Lenders, so long as the Lenders constituting the Required Lenders do not
object to such changes within five Business Days after written notice thereof.
“KPI Metrics Report”: an annual report audited by the KPI Metrics Auditor that sets forth the calculations foreach KPI Metric for the applicable calendar year (except, for the avoidance of doubt, the calendar year ended
December 31, 2020); provided that all data and information set forth in such KPI Metrics Report shall also be set forthin the Borrower’s publicly available annual report on environmental, social and governance issues, beginning with the
publicly available annual report covering calendar year 2021.
“Lead Arranger”: Wells Fargo Securities, LLC.
“Legal Holiday”: a Saturday, a Sunday or a day on which banking institutions in the City of New York or at aplace of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal
Holiday.
“Lenders”: the meaning set forth in the preamble to this Agreement.
“Lien”: any lien, security interest, mortgage, charge or similar encumbrance, provided, however, that in no
event shall either (i) any legal or equitable encumbrances deemed to exist by reason of a negative pledge or (ii) an
operating lease or a non-exclusive license be deemed to constitute a Lien.
“Liquidity”: as of the date of determination thereof, the sum of (a) the Unrestricted Cash, Cash Equivalent andMarketable Securities Amount on such date plus (b) the Available Unused Commitments on such date.
“Loan Documents”: this Agreement, any Subsidiary Guaranty, and, after execution and delivery thereof
pursuant to the terms of this Agreement, each Note, and any amendment, waiver, supplement or other modification to
any of the foregoing.
“Loan Parties”: the Borrower and any Guarantors.
“Material Adverse Effect”: a material adverse effect on (a) the business, financial condition, results ofoperations or properties of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties
taken as a whole, to perform their obligations under the Loan Documents, (c) the validity or enforceability of the Loan
Documents taken as a whole or (d) the material rights and remedies available to, or conferred upon, the Lenders andthe Administrative Agent under the other Loan Documents, taken as a whole.

“Material Subsidiary”: each Restricted Subsidiary that, as of the last day of the fiscal quarter of the Borrower
most recently ended for which financial statements are available, had total assets (based on book value after
intercompany eliminations) as of the end of such quarter in excess of $200,000,000 or that is designated by the
Borrower as a “Material Subsidiary.”“Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction thereof) or
petroleum products, or asbestos, or polychlorinated biphenyls or any other chemicals, substances, materials, wastes,
pollutants or contaminants in any form, regulated under any Environmental Law.
“Maximum Adjustment”: the meaning set forth in Section 2.25(b).
“Maximum Rate”: the meaning set forth in Section 9.20.
“Measurement Period”: at any date of determination, the most recently completed four fiscal quarters of the
Borrower for which financial statements have been filed with the SEC.
“Moody’s”: Moody’s Investors Service, Inc. and any successor to its rating agency business.
“Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“Non-Excluded Taxes”: the meaning set forth in Section 2.16(a).
“Notes”: the collective reference to any promissory note evidencing Term Loans.
“NYFRB”: the Federal Reserve Bank of New York.
“NYFRB Rate”: for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b)the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately
preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, theterm “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the
Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of
the aforesaid rates as so determined would be less than zero, such rate shall be deemed to be zero for purposes ofthis Agreement.
“Obligations”: the unpaid principal of and interest on (including interest accruing after the maturity of the Term
Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petitioninterest is allowed in such proceeding) the Term Loans and all other obligations and liabilities of the Borrower to the
Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, ornow existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement,any other Loan Document or any other document made, delivered or given in connection herewith or therewith,whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all
fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paidby the Borrower pursuant hereto) or otherwise.
“Other Taxes”: all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes
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
imposed with respect to an assignment (other than an assignment pursuant to Section 2.22 (Replacement of
Lenders)) as a result of the Administrative Agent, Lender or assignee having a present or former connection with theapplicable taxing jurisdiction (other than any such connection arising solely from the Administrative Agent or such
Lender or assignee having executed, delivered, become a party to, or performed its obligations or received apayment under, or enforced, and/or engaged in any activities contemplated with respect to this Agreement or any
other Loan Document).
“Overnight Bank Funding Rate”: for any day, the rate comprised of both overnight federal funds and overnight
Eeurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be
determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding
Business Day by the NYFRB as an overnight bank funding rate.
“Partially Successful Completion Threshold”: with respect to each calendar year, the number or percentage set
forth in Schedule 1.3 (Sustainability Performance Thresholds) in the row labeled “Partially Successful Completion
Threshold” for the applicable Key Performance Indicator for the applicable calendar year.
“Participant”: the meaning set forth in Section 9.6(c).
“Participant Register”: the meaning set forth in Section 9.6(c)(ii).
“Patents”: (i) all letters patent and patent rights of the United States, any other country or any politicalsubdivision thereof, all reissues, reexaminations, and extensions thereof, (ii) all applications for letters patent of theUnited States or any other country and all divisionals, continuations and continuations-in-part thereof, and (iii) all
rights to obtain any reissues or extensions of the foregoing.
“Patent License”: all agreements, whether written or oral, providing for the grant by or to Borrower or any
Guarantor of any right to make, have made, manufacture, use, sell, offer to sell, have sold, import or export any
invention covered in whole or in part by a Patent.
“Patriot Act”: the USA Patriot Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001, as amended.
“Payment Notice”: the meaning assigned to it in Section 8.11(b).

“Payment Recipient”: the meaning assigned to it in Section 8.11(a).
“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (orany successor).
“Periodic Term SOFR Determination Day”: the meaning specified in the definition of “Term SOFR”.
“Permitted Liens”:(1) Liens existing as of the Closing Date or arising thereafter pursuant to related agreements existing
as of the Closing Date;(2) Liens on property given to secure all or any part of the payment of or financing of all or any part ofthe purchase price thereof, or the cost of development, operation, construction, alteration, repair or
improvement of all or any part thereof; provided that such Liens shall be given (or given pursuant to firm
commitment financing arrangements obtained within such period) within 18 months (or in the case of Liens
securing any Indebtedness supported by an export credit agency, 24 months) after the later of (i) the
acquisition of such property and/or the completion of any such development, operation, construction,
alteration, repair or improvement, whichever is later and (ii) the placing into commercial operation of suchproperty after the acquisition or completion of any such development, operation, construction, alteration, repair
or improvement and shall attach solely to the property acquired, or constructed, altered or repaired and any
improvements then or thereafter placed thereon and the capital stock of any Person formed to acquire suchproperty, and any proceeds thereof, accessions thereto and insurance proceeds thereof;(3)
Liens existing on any property at the time of acquisition of such property or Liens existing on
assets of a Person and its Restricted Subsidiaries prior to the time such Person becomes a Restricted
Subsidiary (or arising thereafter pursuant to contractual commitments entered into prior to acquiring suchproperty) (including acquisition through merger or consolidation) or at the time of such acquisition (or arising
thereafter pursuant to contractual commitments entered into prior to such Person becoming a Restricted
Subsidiary) by the Borrower or any Restricted Subsidiary of the Borrower; provided that such Liens do notextend to other assets of the Borrower or its other Restricted Subsidiaries;(4)(a) Liens on the Equity Interests of any Person, including any Joint Venture, and its Restricted
Subsidiaries which, when such Liens arise, concurrently becomes a Restricted Subsidiary or Liens on all or
substantially all of the assets of such Person, including any Joint Venture, and its Subsidiaries arising inconnection with the purchase or acquisition thereof or of an interest therein by the Borrower or a Subsidiaryand (b) Liens on Equity Interests in any Joint Venture of the Borrower or any of its Subsidiaries, or in any
Subsidiary of the Borrower that owns an Equity Interest in a Joint Venture to secure Indebtedness contributedor advanced solely to that Joint Venture; provided that,

in the case of each of the preceding clauses (a) and (b), such Liens do not extend to other assets of the
Borrower or its other Restricted Subsidiaries;(5) Liens securing Indebtedness of up to 5.0% of Consolidated Net Tangible Assets to any strategic
partner of the Borrower and/or one or more of its Restricted Subsidiaries incurred in connection with joint
technology efforts between such partner and the Borrower and/or one or more of its Subsidiaries and/or thefinancing of manufacturing of products;(6)

Liens in favor of the Borrower or a Restricted Subsidiary of the Borrower;(7) Liens imposed by law, such as carriers’, warehousemen’s and mechanic’s Liens and other similar
Liens arising in the ordinary course of business, Liens in connection with legal proceedings and Liens arisingsolely by virtue of any statutory, common law or contractual provision relating to banker’s Liens, rights of setoff or similar rights and remedies as to securities accounts, deposit accounts or other funds maintained with acreditor depository institution;(8) Liens for taxes, assessments or other governmental charges not yet overdue for a period of morethan 30 days or subject to penalties for non-payment or which are being contested in good faith by appropriate
proceedings and for which adequate reserves with respect thereto are maintained on the books of the
Borrower or the affected Restricted Subsidiary, as the case may be, in accordance with GAAP;(9)
Liens to secure the performance of bids, trade or commercial contracts, government contracts,
purchase, construction, sales and servicing contracts (including utility contracts), leases, statutory obligations,surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature, in eachcase in the ordinary course of business, deposits as security for contested taxes, import or customs duties,
liabilities to insurance carriers or for the payment of rent, and Liens to secure letters of credit, Guarantees,
bonds or other sureties given in connection with the foregoing obligations or in connection with workers’
compensation, unemployment insurance or other types of social security or similar laws and regulations;(10) Liens in favor of any customer arising in respect of and not exceeding the amount of performance
deposits and partial, progress, advance or other payments by the customer for goods produced or services
rendered (or to be produced or rendered) to that customer and consignment arrangements (whether as
consignor or consignee) or similar arrangements for the sale or purchase of goods;(11)
Liens upon specific items of inventory or other goods, documents of title and proceeds of any
Person securing such Person’s obligation in respect of letters of credit or banker’s acceptances issued or
created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment,
or storage of such inventory or other goods;

(12) Liens and deposits securing netting services, business credit card programs, overdraft protection
and other treasury, depository and cash management services or incurred in connection with any automatedclearing-house transfers of funds or other fund transfer or payment processing services;(13) Liens on, and consisting of, deposits made by the Borrower to discharge or defease any other
Indebtedness;(14) Liens on insurance policies and the proceeds thereof (i) incurred in connection with the financing
of insurance premiums or (ii) with respect to any Subsidiary that is not a Restricted Subsidiary to the extent ofsuch Subsidiary’s interest as an insured under such policies;(15) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment ofcustoms duties in connection with the importation of goods and Liens deemed to exist in connection with
Investments in repurchase agreements;(16) Liens securing Indebtedness or other obligations in an aggregate amount, together with all other
Indebtedness and other obligations secured by Liens pursuant to this clause (16), not to exceed $100,000,000
at any one time outstanding; or(17)
any extension, renewal, substitution or replacement (or successive extensions, renewals,
substitutions or replacements), in whole or in part, of any Lien referred to in this clause (17) or the precedingclauses (1) through (16), or any Liens that secure an extension, renewal, replacement, refinancing or refunding(including any successive extensions, renewals, replacements, refinancings or refundings) of any
Indebtedness within 12 months of the maturity, retirement or other repayment or prepayment of theIndebtedness (including any such repayment pursuant to amortization obligations with respect to suchIndebtedness) being extended, renewed, substituted, replaced, refinanced or refunded, which Indebtedness isor was secured by a Lien referred to in this clause (17) or the preceding clauses (1) through (16).
For the avoidance of doubt, the inclusion of specific Liens in the definition of Permitted Liens shall not create any
implication that the obligations secured by such Liens constitute Indebtedness. Terms used in the foregoing definitionof Permitted Liens that are defined in the UCC, including the terms accounts, consignee, consignment, consignor,
deposit accounts, goods, inventory, securities accounts, security interest and proceeds shall have the meanings set
forth in the UCC.
“Person”: any individual, corporation, partnership, joint venture, association, joint stock company, trust,unincorporated organization, joint venture, limited liability company, Governmental Authority or other entity ofwhatever nature.
“Plan”: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the
Borrower or a Commonly Controlled Entity is (or, if such plan

were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in
Section 3(5) of ERISA.
“Plan Asset Regulations”: 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended
from time to time.
“Platform”: the meaning set forth in Section 9.2(b).
“Prime Rate”: the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if
The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal
Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan”
rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative
Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Eachchange in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted
as being effective.
“Property”: with respect to any Person, all of such Person’s interests in any kind of property, assets (including
the capital stock in and other securities of any other Person) or revenues.
“PTE”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such
exemption may be amended from time to time.
“Public Lender”: the meaning set forth in Section 9.15.
“Qualified Acquisition”: any acquisition (directly or through the acquisition of equity interests) of all or
substantially all or any significant portion of the assets of a Person, an operating unit, division or line of business, orother bulk purchase transaction not prohibited under this Agreement so long as (i) the consideration, which shall becash consideration and/or other non-equity consideration (including any assumed liabilities), equals or exceeds$400,000,000 and (ii) that the Borrower notifies the Administrative Agent in writing at least five Business Days (orsuch shorter period as may be reasonably acceptable to the Administrative Agent) prior to the consummation of suchacquisition that such acquisition shall be a “Qualified Acquisition” for purposes of this Agreement along with acertificate signed by a Responsible Officer of the Borrower setting forth a calculation of (x) the Total Leverage Ratio
immediately prior to such Qualified Acquisition and (y) the Total Leverage Ratio after giving pro forma effect to such
Qualified Acquisition; provided that if the Borrower publicly announces such Qualified Acquisition later than fiveBusiness Days prior to consummation of the Qualified Acquisition, the Borrower shall deliver such notice (andcertificate, if applicable) on the date of announcement.
“Rating Agencies”: each of Moody’s, S&P and Fitch.
“RBA Audit Score”: a Key Performance Indicator measured by RBA Audit Score Average.

“RBA Audit Score Average”: the average of the Responsible Business Alliance (RBA) Validated Assessment
Program (VAP) audit scores received by the manufacturing locations of the Borrower and its Subsidiaries at theapplicable calendar year end.
“RBA Audit Score Average Applicable Margin Adjustment Amount”: with respect to RBA Audit Score for any
calendar year, (a) positive 1.67 basis points if the RBA Audit Score Average as set forth in the Sustainability Pricing
Certificate is less than the Partially Successful Completion Threshold for such calendar year, (b) zero basis points if
the RBA Audit Score Average as set forth in the Sustainability Pricing Certificate is less than the Successful
Completion Threshold and is greater than or equal to the Partially Successful Completion Threshold for such calendar
year; and (c) negative 1.67 basis points if the RBA Audit Score Average as set forth in the Sustainability Pricing
Certificate is equal to or greater than the Successful Completion Threshold for such calendar year.
“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is
LIBOR, 11:00 a.m. (Londonthe Term SOFR Reference Rate, 5:00 p.m. (Eastern time) on the day that is two LondonbankingU.S. Government Securities Business dDays preceding the date of such setting, and or (2) if such
Benchmark is not LIBORthe Term SOFR Reference Rate, the time determined by the Administrative Agent in its
reasonable discretion.
“Refinancing” shall mean the repayment, repurchase, redemption, defeasance or other discharge of the
Existing Credit Agreement and the termination and release of any security interests and guarantees in connection
therewith.
“Regulatory Change” with respect to each calendar year and in relation to any Key Performance Indicator, apolicy change, on which the Borrower and its Subsidiaries has no recourse or ability to act upon, which affects,
significantly, whether positively and / or negatively, one or more of the KPI Metrics.
“Relevant Governmental Body”: the Federal Reserve Board or the Federal Reserve Bank of New York, or acommittee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York,or any successor thereto.
“Register”: the meaning set forth in Section 9.6(b)(iv).
“Regulation U”: Regulation U of the Board of Governors as in effect from time to time.
“Related Persons”: with respect to any Indemnitee, any Affiliate of such Indemnitee and any officer, director,
employee, representative or agent of such Indemnitee or Affiliate thereof, in each case that has provided any services
in connection with the transactions contemplated under this Agreement and the other Loan Documents.

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as towhich the thirty (30) day notice period is waived under any regulation promulgated by the PBGC.
“Required Lenders”: at any time, Lenders holding more than 50% of the aggregate unpaid principal amount of
the Term Loans then outstanding and unused Term Commitments; provided that whenever there are one or more
Defaulting Lenders, the total outstanding Term Loans and unused Term Commitments of each Defaulting Lender shallbe excluded for purposes of making any determination of Required Lenders.
“Requirement of Law”: as to any Person, the certificate of incorporation and bylaws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a
court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property
or to which such Person or any of its property is subject.
“Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK
Resolution Authority.
“Responsible Officer”: the chief executive officer, any president, any vice president, the chief financial officer,
the treasurer, any assistant treasurer, the secretary or any assistant secretary of the Borrower.
“Restricted Subsidiary”: each Subsidiary of the Borrower, (i) at least 80% of the Voting Stock of which is ownedby the Borrower or one or more Subsidiaries of which at least 80% of the Voting Stock is owned directly or indirectlyby the Borrower and (ii) is not an Unrestricted Subsidiary, provided that, for purposes of clause (i), any Voting Stockowned by a Subsidiary of the Borrower that is not a Restricted Subsidiary based on the foregoing clause shall be
excluded.
“S&P”: Standard & Poor’s Ratings Services, and any successor to its rating agency business.
“Sanctioned Country”: at any time, a country, region or territory which is itself the subject or target of any
Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).
“Sanctioned Person”: at any time, (a) any Person listed in any Sanctions-related list of designated Persons
maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department ofState, by the United Nations Security Council, the European Union, any European Union member state, Her
Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organizedor resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in
the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.
“Sanctions”: all economic or financial sanctions or trade embargoes imposed, administered or enforced fromtime to time by (a) the U.S. government, including thoseadministered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Departmentof State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her
Majesty’s Treasury of the United Kingdom.
“Scope 1 Emissions”: emissions represented in metric tons CO2e from the Borrower and its Subsidiaries’
direct operations, including the manufacturing process, onsite combustion and refrigeration and cooling, with such
emissions data collected and calculated in alignment with the Greenhouse Gas Protocol: A Corporate Accounting andReporting Standard (Revised Edition).
“Scope 2 Emissions”: emissions represented in metric tons CO2e from purchased electricity consumed by the
Borrower and its Subsidiaries, with such emissions data collected and calculated in alignment with the Greenhouse
Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition).
“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental
Authority.
“Securities Act”: the Securities Act of 1933, as amended, or any successor statute or statutes thereto.
“Significant Subsidiary”: any Subsidiary that is a “significant subsidiary” of the Borrower as defined underclauses (1) or (2) of Rule 1-02(w) of Regulation S-X under the Exchange Act; provided that references to “10 percent”
in clauses (1) and (2) of such definition shall be replaced with “20 percent”.
“Single Employer Plan”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.
“SOFR”: with respect to any Business Day, a rate per annum equal to the secured overnight financing rate forsuch Business Day publishedas administered by the SOFR Administrator on the SOFR Administrator’s Website at
approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day..
“SOFR Administrator”: the Federal Reserve Bank of New York (or a successor administrator of the secured
overnight financing rate).
“SOFR Administrator’s Website”: the website of the Federal Reserve Bank of New York, currently at
http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the
SOFR Administrator from time to time.
“SOFR Loan”: Term Loans the rate of interest applicable to which is based upon Adjusted Term SOFR.
“SOFR Term Borrowing”: a Borrowing of Term Loans that are SOFR Loans.

“Solvent”: when used with respect to any Person and its Subsidiaries, means that, as of any date ofdetermination, (a) the amount of the “present fair saleable value” of the assets of such Person and its Subsidiaries on
a consolidated basis will, as of such date, exceed the amount of all “liabilities of such Person and its Subsidiaries on
a consolidated basis, contingent or otherwise”, as of such date, as such quoted terms are determined in accordancewith applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fairsaleable value of the assets of such Person and its Subsidiaries will, as of such date, be greater than the amount thatwill be required to pay the probable liability of such Person and its Subsidiaries on a consolidated basis on its debts
as such debts become absolute and matured, (c) such Person and its Subsidiaries on a consolidated basis will not
have, as of such date, an unreasonably small amount of capital with which to conduct their business, and (d) such
Person and its Subsidiaries will be able to pay their debts as they mature. For purposes of this definition, (i) “debt”
means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced tojudgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a rightto payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or
unmatured, disputed, undisputed, secured or unsecured.
“Specified Fiscal Quarters”: the fiscal quarters of the Borrower ending August 31, 2023, November 30, 2023,
February 29, 2024, May 30, 2024, and August 29, 2024.
“Stated Maturity”: October 30, 2024.
“Subsidiary”: with respect to any specified Person:(1) any corporation, association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving
effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in theelection of directors, managers or trustees of the corporation, association or other business entity is at the timeowned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and(2)any partnership (a) the sole general partner or the managing general partner of which is such
Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more
Subsidiaries of that Person (or any combination thereof).
“Subsidiary Guaranty”: a guarantee agreement between a Subsidiary and Administrative Agent providing for a
Guarantee of the Obligations by such Subsidiary, in such form as the Administrative Agent, the Borrower and such
Subsidiary shall deem appropriate.
“Successful Completion Threshold” with respect to each calendar year, the number or percentage set forth in
Schedule 1.3 (Sustainability Performance Thresholds)

in the row labeled “Successful Completion Threshold” for the applicable Key Performance Indicator for the applicable
calendar year.
“Sustainability Adjustment Date”: the date that is five Business Days following receipt from the Administrative
Agent of the Sustainability Pricing Certificate in accordance with Section 5.2(d) for the applicable calendar year or thedate that is 180 days after the end of the applicable calendar year if the Borrower fails to or elects not to deliver a
Sustainability Pricing Certificate for such calendar year.
“Sustainability Applicable Rate Adjustment”: at any date, the applicable rate per annum determined inaccordance with the Sustainability Margin Adjustment.
“Sustainability Margin Adjustment”: with respect to any calendar year, an amount (whether positive, negative orzero), equal to the sum of (a) GHG Emissions Intensity Applicable Margin Adjustment Amount, plus (b) the RBA Audit
Score Average Applicable Margin Adjustment Amount, plus (c) Waste Diversion Applicable Margin Adjustment
Amount, in each case for such calendar year.
“Sustainability Performance Thresholds”: the Borrower’s objectives to improve or maintain over a certain level
the KPI Metric of each of the Key Performance Indicators as reflected in the Sustainability Pricing Certificate, andspecified in Schedule 1.3 (Sustainability Performance Thresholds).
“Sustainability Pricing Certificate”: a certificate signed by a duly elected Responsible Officer of the Borrower
which shall be delivered by the Borrower once per calendar year to the Administrative Agent and Sustainability
Structuring Agent pursuant to Section 5.2(d) substantially in the form of Exhibit I attaching (a) true and correct copiesof the KPI Metrics Report for the immediately preceding calendar year and setting forth the Sustainability Margin
Adjustment and (b) a review report of the KPI Metrics Auditor confirming that the KPI Auditor is not aware of any
material modifications that should be made to such computations in order for them to be presented in all material
respects in conformity with the applicable reporting criteria.
“Sustainability Pricing Certificate Inaccuracy”: as defined in Section 2.25(d).
“Sustainability Structuring Agent”: Credit Agricole Corporate and Investment Bank or any successor thereto.
“Syndication Agent”: Oversea-Chinese Banking Corporation Limited, Los Angeles Agency or any successors
thereto.
“Taxes”: all present or future taxes, levies, imposts, duties, deductions, charges, assessments, fees,
withholdings or other charges imposed by any Governmental Authority, including any interest, additions to tax or
penalties applicable thereto.
“Term Loan”: the meaning set forth in Section 2.1.
“Term Commitment”: with respect to each Lender, the obligation of such Lender, if any, to make Term Loans inan aggregate principal amount not to exceed the amountset forth opposite its name on Schedule 1.1 annexed hereto under the heading “Term Commitment Amounts”.
“Term Loan Maturity Date”: the earlier to occur of (a) the Stated Maturity and (b) the acceleration of the Term
Loans.
“Term Percentage”: as to any Lender at any time, the percentage which such Lender’s Term Commitment thenconstitutes of the aggregate Term Commitments (or, at any time after the making of the Term Loans on the Closing
Date, the percentage which the aggregate principal amount of such Lender’s Term Loans then outstanding
constitutes of the aggregate principal amount of all Term Loans then outstanding).
“Term SOFR”:(a)for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor
comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR DeterminationDay”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period,
as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Easterntime) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor
has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to
the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate forsuch tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities
Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR
Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three(3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Ratefor a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2)U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR
Administrator; provided, however, that if as of 5:00 p.m. (Eastern time) on any Base Rate Term SOFR
Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the
Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference
Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as publishedby the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for whichsuch Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as
such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government
Securities Business Days prior to such Base Rate SOFR Determination Day.

“Term SOFR Adjustment”: for any calculation with respect to a SOFR Loan or the SOFR prong of a Base Rate
Loan, a percentage per annum as set forth below for the applicable Type of such Loan and (if applicable) Interest
Period therefor:
Interest Period
One monthThree months
Six months

Percentage
0.11448%0.26161%
0.42826%“Term SOFR Administrator”: CME Group Benchmark Administration Limited (CBA) (or a successor
administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
“Term SOFR”: for the applicable Corresponding Tenor as of the applicable Reference Time, Reference Rate”:
the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant
Governmental Body.
“Total Leverage Ratio”: as of the of the date of determination thereof, the ratio of Indebtedness of the Borrower
and its Consolidated Subsidiaries as of such date to Consolidated EBITDA of the Borrower for such Measurement
Period.
“Total Net Leverage Ratio”: as of the date of determination thereof, the ratio of (a) Indebtedness of the
Borrower and its Consolidated Subsidiaries as of such date minus the Unrestricted Cash, Cash Equivalent andMarketable Securities Amount as of such date, to (b) Consolidated EBITDA of the Borrower for such Measurement
Period.
“Trademarks”: (i) all trademarks, service marks, trade names, corporate names, company names, businessnames, fictitious business names, trade styles, service marks, logos, domain names, and other source or business
identifiers, and all goodwill associated therewith, all registrations and recordings thereof, and all applications inconnection therewith (other than “intent to use” applications), whether in the United States Patent and Trademark
Office or in any similar office or agency of the United States, any state thereof or any other country or any politicalsubdivision thereof, or otherwise, and all common-law rights related thereto, and (ii) the right to obtain all renewals
thereof.
“Trademark License”: any agreement, whether written or oral, providing for the grant by or to Borrower or any
Guarantor of any right to use any Trademark.
“Transferee”: any Assignee or Participant.
“Type”: when used in reference to any Term Loan or Borrowing, refers to whether the rate of interest on such
Term Loan, or on the Term Loans comprising such Borrowing, is determined by reference to the Base Rate or theEurodollar RateAdjusted Term SOFR.
“UCC”: the Uniform Commercial Code as in effect from time to time in the State of New York.

“UK Financial Institution”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (asamended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person
falling within 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 ofsuch credit institutions or investment firms.
“UK Resolution Authority”: the Bank of England or any other public administrative authority having
responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement”: the applicable Benchmark Replacement excluding the related
Benchmark Replacement Adjustment.
“United States”: the United States of America.
“Unrestricted Cash, Cash Equivalent and Marketable Securities Amount”: as of the date of determination
thereof, the aggregate amount of unrestricted cash, cash equivalents and Investment Grade Debt, as determined inaccordance with GAAP and reported on the consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements
are available.
“Unrestricted Subsidiary”: (1) any Subsidiary of the Borrower listed on Schedule 1.2, (2) any Subsidiary of the
Borrower designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 5.7 subsequent to the
Closing Date, until such Person ceases to be an Unrestricted Subsidiary of the Borrower in accordance with Section
5.7 and (3) any Subsidiary of an Unrestricted Subsidiary.
“U.S. Government Securities Business Day”: any day except for (a) a Saturday, (b) a Sunday or (c) a day on
which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in United States government securities.
“Voting Stock”: all classes of capital stock or other interests (including partnership interests) of a Person thenoutstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof.
“Waste”: a Key Performance Indicator measured by Waste Diversion.
“Waste Diversion”: for each calendar year, expressed as a percentage, the Borrower and its Subsidiaries’ (i)hazardous and non-hazardous waste represented in kilograms diverted from landfill through on-site reuse, off-sitereuse, recycling, composting, and recovery (including incineration with energy recovery) divided by (ii) total waste
represented in kilograms.
“Write-Down and Conversion Powers”: (a) with respect to any EEA Resolution Authority, the write-down andconversion 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 theUnited 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 thatliability arises, to convert all or part of that liability into shares, securities or obligations of that person or any otherperson, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or tosuspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related toor ancillary to any of those powers.
“Waste Diversion Applicable Margin Adjustment Amount”: with respect to Waste for any calendar year, (a)positive 1.67 basis points if the Waste Diversion as set forth in the Sustainability Pricing Certificate is less than thePartially Successful Completion Threshold for such calendar year, (b) zero basis points if the Waste Diversion as set
forth in the Sustainability Pricing Certificate is less than the Successful Completion Threshold and is greater than orequal to the Partially Successful Completion Threshold for such calendar year; and (c) negative 1.67 basis points if
the Waste Diversion as set forth in the Sustainability Pricing Certificate is equal to or greater than the Successful
Completion Threshold for such calendar year.
1.2.

Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or
thereto.
(b)
As used herein and in the other Loan Documents, and any certificate or other document made ordelivered pursuant hereto or thereto, (i) the words “include”, “includes” and “including” shall be deemed to be followedby the phrase “without limitation”, (ii) the word “incur” shall be construed to mean incur, create, issue, assume,
become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative
meanings) and (iii) the words “asset” and “property” shall be construed to have the same meaning and effect and torefer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues,
accounts, leasehold interests and contract rights.
(c) The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement,
shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Scheduleand Exhibit references are to this Agreement unless otherwise specified.
(d) The meanings given to terms defined herein shall be equally applicable to both the singular and pluralforms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. References to agreements or other Contractual Obligations shall, unless otherwise
specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated orotherwise modified from time to time to the extent permitted herein.

Except as otherwise provided herein, all terms of an accounting or financial nature shall be construed inaccordance with GAAP.
1.3.
Delivery of Notices. Any reference to a delivery or notice date that is not a Business Day shall bedeemed to mean the next succeeding day that is a Business Day.
1.4. Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division
under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or
liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed tohave been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into
existence, such new Person shall be deemed to have been organized on the first date of its existence by the holdersof its Equity Interests at such time.
Section 2_____The Credits
2.1. Term Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to maketerm loans in Dollars (a “Term Loan”) to the Borrower on the Closing Date in an amount equal to the amount of the
Term Commitment of such Lender. The Term Loans may from time to time be EurodollarSOFR Loans or Base Rate
Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and
2.12.
2.2. Term Loans. Each Lender at its option may make any EurodollarSOFR Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Term Loan by designating such branch or Affiliate as its
lending office; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such
Term Loan in accordance with the terms of this Agreement.
2.3. Requests for Term Loan Borrowings. The Borrower shall give the Administrative Agent irrevocable noticesubstantially in the form of Exhibit B hereto (which notice must be received by the Administrative Agent (a) in the caseof a EurodollarSOFR Borrowing, not later than 1:00 p.m., New York City time two (2) Business Days prior to the
proposed Borrowing, or (b) in the case of a Base Rate Borrowing, not later than 12:00 p.m., New York City time, on
the date of the proposed Borrowing (which shall be a Business Day)) requesting that the applicable Lenders makethe Term Loans on the requested Borrowing Date. Each such Borrowing Request shall be irrevocable and shall besigned by a Responsible Officer of the Borrower. Each such Borrowing Request shall specify the following
information:(i) the aggregate amount of the requested Borrowing;(ii) the Borrowing Date;(iii) whether such Borrowing is to be a Base Rate Borrowing or a EurodollarSOFR Borrowing;

(iv) in the case of a EurodollarSOFR Borrowing, the initial Interest Period to be applicable thereto, whichshall be a period contemplated by the definition of the term “Interest Period”; and(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shallcomply with the requirements of Section 2.5.
If no election as to the Type of Term Loan Borrowing is specified, then the requested Term Loan Borrowing shall be a
Base Rate Borrowing. If no Interest Period is specified with respect to any requested EurodollarSOFR Term Loan
Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each
Lender of the details thereof and of the amount of such Lender’s Term Loan to be made as part of the requested
Borrowing.
2.4.

[Reserved].

2.5.

Funding of Term Loan Borrowings.

(a) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof bywire transfer of immediately available funds by 2:00 p.m., New York City time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will makesuch Term Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained at a financial institution reasonably acceptable to the Administrative Agent anddesignated by the Borrower in the applicable Borrowing Request.
(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date ofany Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Term Loan to bemade as part of the requested Borrowing, the Administrative Agent may assume that such Lender has made such
Term Loan available on such date in accordance with paragraph (a) of this Section and may, in reliance upon suchassumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact madeits Term Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to
pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each dayfrom and including the date such amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of
the Borrower, the interest rate applicable to Base Rate Loans. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender’s Term Loan included in such Borrowing.
2.6. Termination and Reduction of Term Commitments. Unless previously terminated, the Term Commitments
shall terminate upon the making of the Term Loans on the Closing Date.

2.7.

Repayment of Term Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay the Administrative Agent for the account of each
Lender the then unpaid principal amount of each Term Loan made by such Lender on the Term Loan Maturity Date.
(b)
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing
Indebtedness of the Borrower to such Lender resulting from each Term Loan of such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender from time to time under thisAgreement.
(c) The Administrative Agent shall, in respect of this Agreement, record in the Register, with separate subaccounts for each Lender, (i) the amount and Borrowing Date of each Term Loan made hereunder, (ii) the amount ofany principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunderand (iii) both the amount of any payment received by the Administrative Agent hereunder from the Borrower and each
Lender’s share thereof.
(d)
The entries made in the Register and the accounts of each Lender maintained pursuant to Sections
2.7(b) and (c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amountsof the obligations of the Borrower therein recorded absent manifest error; provided, however, that the failure of any
Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any
manner affect the obligation of the Borrower to repay (with applicable interest) the Term Loans made to the Borrower
by such Lender in accordance with the terms of this Agreement.
(e) If so requested after the Closing Date by any Lender by written notice to the Borrower (with a copy to the
Administrative Agent), the Borrower will execute and deliver to such Lender, promptly after the Borrower’s receipt ofsuch notice, a Note to evidence such Lender’s Term Loans in form and substance reasonably satisfactory to theLender and the Borrower.
2.8.

Interest Rates and Payment Dates.

(a)Each EurodollarSOFR Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar RateAdjusted Term SOFR determined for such Interest Period
plus the Applicable Margin.
(b) Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate from time to timeplus the Applicable Margin.
(c) Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default
under Section 7.1(a) or (b), at any time after the date on which any principal amount of any Term Loan is due andpayable (whether on thematurity date therefor, upon acceleration or otherwise), or after any other monetary Obligation of the Borrower or any
other Loan Party shall have become due and payable, and, in each case, for so long as such overdue Obligation
remains unpaid, the Borrower shall pay, but only to the extent permitted by law, interest (after as well as before
judgment) on such unpaid overdue amounts at a rate per annum equal to (i) in the case of overdue principal on any
Term Loan, the rate of interest that otherwise would be applicable to such Term Loan plus 2% per annum and (ii) in
the case of overdue interest, fees, and other monetary Obligations, the rate then applicable to Base Rate Loans plus
2% per annum.
(d)Interest shall be payable in arrears on each Interest Payment Date; provided that interest accruing
pursuant to paragraph (c) of this Section shall be payable from time to time on demand.
2.9.

Computation of Interest and Fees.

(a)Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for theactual days elapsed, except that, with respect to Base Rate Loans, when the Base Rate is based on the Prime Ratethe interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actualdays elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of eachdetermination of a Eurodollar RateAdjusted Term SOFR. Any change in the interest rate on a Term Loan resulting
from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the openingof business on the day on which such change becomes effective. The Administrative Agent shall as soon aspracticable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest
rate.
(b)
Each determination of an interest rate by the Administrative Agent pursuant to any provision of thisAgreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.
(c)If, as a result of any restatement of public disclosure, inaccuracy in any certificate delivered or similar
miscalculation of the KPI Metrics and an increase in the Applicable Margins for such period would result from proper
calculations based thereon, the Borrower shall retroactively be obligated to pay (or, after the occurrence of an actualor deemed entry of an order for relief with respect to the Borrower Debtor Relief Laws, automatically and without
further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interestand fees that should have been paid for such period over the amount of interest and fees actually paid for such
period.
2.10.
(a)Period:Benchmark Replacement Setting.
Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.10, if prior to the first day of any Interest(i)the Administrative Agent shall have reasonably determined (which determination shall beconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market,
adequate and reasonable meansdo not exist for ascertaining the Eurodollar RateAdjusted Term SOFR for such Interest Period, or(ii) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar
RateAdjusted Term SOFR determined or to be determined for such Interest Period in good faith by such
Required Lenders will not adequately and fairly reflect the cost to such Lenders (as conclusively certified bysuch Lenders) of making or maintaining their affected Term Loans during such Interest Period,
the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders assoon as practicable thereafter. If such notice is given (x) any EurodollarSOFR Loans hereunder requested to bemade on the first day of such Interest Period shall be made as Base Rate Loans, (y) any Term Loans hereunder thatwere to have been converted on the first day of such Interest Period to EurodollarSOFR Loans shall be continued as
Base Rate Loans and (z) any outstanding EurodollarSOFR Loans hereunder shall be converted, on the last day of
the then-current Interest Period, to Base Rate Loans;provided that if the circumstances giving rise to such notice shall cease or otherwise become inapplicable to such
Required Lenders, then such Required Lenders shall promptly give notice of such change in circumstances to the
Administrative Agent and the Borrower. Until such notice has been withdrawn by the Administrative Agent, no further
EurodollarSOFR Loans hereunder shall be made or continued as such, nor shall the Borrower have the right toconvert Term Loans hereunder to EurodollarSOFR Loans.
(b)
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan
Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark
Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definitionof “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replacesuch Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting
and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, thisAgreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance withclause (32) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of
any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date noticeof such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has notreceived, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising theRequired Lenders.

(c) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark
Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes
from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any
amendments implementing such Benchmark Replacement Conforming Changes will become effective without any
further action or consent of any other party to this Agreement or any other Loan Document.
(d) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the
Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as
applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement,(iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any
tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark
Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if
applicable, any Lender (or group of Lenders) pursuant to this Section titled “Benchmark Replacement Setting,”
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of anevent, circumstance or date and any decision to take or refrain from taking any action or any selection, will beconclusive and binding absent manifest error and may be made in its or their sole discretion and without consent fromany other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant
to this Section titled “Benchmark Replacement Setting.”(e)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other
Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if thethen-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any tenor for such Benchmark
is not displayed on a screen or other information service that publishes such rate from time to time as selected by the
Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such
Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest
Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and(ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or
information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to anannouncement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement),
then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after suchtime to reinstate such previously removed tenor.
(f)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a
Benchmark Unavailability Period, the Borrower may revoke any request for a EurodollarSOFR Borrowing of,conversion to or continuation of EurodollarSOFR Loans to be made, converted or continued during any Benchmark
Unavailability Period and, failing that, the Borrower will be deemed to have convertedany such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark
Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, thecomponent of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of Base Rate.
The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability in respectof (a) the monitoring, determination or verification of the unavailability or cessation of LIBORSOFR (or otherapplicable Benchmark), (b) the administration of, submission of or any other matter related to the reference rate or
any spread adjustment, any component definition thereof or rates referenced in the definition thereof or any
alternative, comparable or successor rate or adjustment thereto (including any then-current Benchmark, any
Benchmark Replacement or any Benchmark Replacement Adjustment), including whether the composition or
characteristics of any such alternative, comparable or successor rate or adjustment (including any Benchmark
Replacement or any Benchmark Replacement Adjustment) will be similar to, or produce the same value of economic
equivalence of, reference rate, any other Benchmark or any Benchmark Replacement Adjustment, or (b) the effect,
implementation or composition of any Benchmark Replacement Conforming Changes.
2.11.

Prepayment of Term Loans.

(a)Subject to the provisos below, the Borrower may at any time and from time to time prepay the Term
Loans, in whole or in part, without premium or penalty, upon irrevocable notice, which shall be in substantially the firm
attached hereto as Exhibit G, delivered to the Administrative Agent prior to 10:00 A.M., New York City time on thesame Business Day, which notice shall specify the date and amount of prepayment and whether the prepayment is ofEurodollarSOFR Loans or Base Rate Loans; provided that if a EurodollarSOFR Loan is prepaid on any day otherthan the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to
Section 2.17. Upon receipt of any such notice of prepayment, the Administrative Agent shall notify each relevant
Lender thereof on the date of receipt of such notice. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein, together with (except in the case of prepayments of Term
Loans maintained as Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments
shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if
less, the then outstanding principal amount of Term Loans). The application of any prepayment pursuant to thisSection 2.11(a) shall be made, first, to Base Rate Loans of the respective Lenders (and of the respective tranche, if
there are multiple tranches) and, second, to EurodollarSOFR Loans of the respective Lenders (and of the respective
tranche, if there are multiple tranches). A notice of prepayment of all outstanding Term Loans pursuant to this Section
2.11(a) may state that such notice is conditioned upon the effectiveness of other credit facilities, securities offerings orother transactions, the proceeds of which will be used to refinance in full this Agreement, in which case such notice
may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if
such condition is not satisfied.

2.12.

Conversion and Continuation Options.

(a)
The Borrower may elect from time to time to convert EurodollarSOFR Loans to Base Rate Loans bygiving the Administrative Agent prior irrevocable notice, in substantially the form attached hereto as Exhibit F, of suchelection no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date,provided that any such conversion of EurodollarSOFR Loans may only be made on the last day of an Interest Periodwith respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to EurodollarSOFR Loansby giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City
time, on the third (3rd) Business Day preceding the proposed conversion date (which notice shall specify the length of
the initial Interest Period therefor), provided that no Base Rate Loan may be converted into a EurodollarSOFR Loan
when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders havedetermined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice, theAdministrative Agent shall promptly notify each relevant Lender thereof.
(b)
Subject to the final sentence of this Section 2.12(b), any EurodollarSOFR Loan may be continued assuch upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable
notice no later than 12:00 Noon, New York City time, on the third (3rd) Business Day preceding the proposedcontinuation date to the Administrative Agent, in substantially the form attached hereto as Exhibit F, in accordancewith the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest
Period to be applicable to such Term Loans, provided that no EurodollarSOFR Loan may be continued as such when
any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders havedetermined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower
shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso such EurodollarSOFR Loans shall be automatically converted to Base Rate Loanson the last day of such then expiring Interest Period. Upon receipt of any such notice, the Administrative Agent shallpromptly notify each relevant Lender thereof. The Borrower may provide in a Borrowing Request that, for each
Interest Period ending on and after June 14, 2021, the Borrower elects for the then outstanding principal amount of
the Term Loans to be automatically continued for an Interest Period of one month and such Borrowing Request shallconstitute notice of continuation as required under this Section 2.12(b); provided that (i) the Borrower agrees that if
prior to the time of any such continuation any Event of Default has occurred and is continuing or will (immediately
after giving effect to such continuation) occur and be continuing, it will immediately notify the Administrative Agent and(ii) prior to the time of any such automatic continuation, unless the Administrative Agent receives written notice to thecontrary from the Borrower, the Borrower shall be deemed to certify that no Event of Default has occurred or iscontinuing
2.13. Limitations on EurodollarAdjusted Term SOFR Tranches. Notwithstanding anything to the contrary inthis Agreement, all borrowings, conversions and continuations of EurodollarSOFR Loans and all selections of Interest
Periods shall be insuch amounts and be made pursuant to such elections so that no more than ten different Interest Periods of Term
Loans be outstanding at any one time (unless a greater number of Interest Periods is permitted by the Administrative
Agent).
2.14.

Pro Rata Treatment, etc.

(a) Except as otherwise provided herein, the Term Loan Borrowing on the Closing Date shall be made pro
rata among the Lenders.
(b)
Except as otherwise provided herein, each payment (including each prepayment) by the Borrower on
account of principal or interest of the Term Loans shall be made pro rata according to the respective outstanding
principal amounts of such Term Loans then held by the applicable Lenders.
(c) All payments by the Borrower hereunder and under the Notes shall be made in Dollars in immediately
available funds without setoff or counterclaim at the Funding Office of the Administrative Agent by 2:00 P.M., NewYork City time, on the date on which such payment shall be due, provided that if any payment hereunder would
become due and payable on a day other than a Business Day such payment shall become due and payable on thenext succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at thethen applicable rate during such extension. Interest in respect of any Term Loan hereunder shall accrue from andincluding the date of such Term Loan to but excluding the date on which such Term Loan is paid in full.
(d) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date ofany payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and theAdministrative Agent may, but shall not be required to, in reliance upon such assumption, make available to theLenders their respective pro rata shares of a corresponding amount. If such payment is not made to the
Administrative Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agentshall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant
to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average
Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any
Lender against the Borrower.
2.15.

Requirements of Law.

(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereofor compliance by any Lender with any request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority, in each case, made subsequent to the Closing Date (including, but not limitedto, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and, in each case, all requests, rules,
guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines,
requirements and 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 Governmental Authorities, in eachcase pursuant to Basel III):(i) shall subject the Administrative Agent, any Lender to any Tax of any kind whatsoever with respect
to this Agreement or any EurodollarSOFR Loan made by it (except for Non-Excluded Taxes or Other Taxes
covered by Section 2.16 and any Excluded Taxes);(ii)
shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar
requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans orother extensions of credit by, or any other acquisition of funds by, any office of such Lender that is nototherwise included in the determination of the Eurodollar RateAdjusted Term SOFR; or(iii) shall impose on any such Lender or the London interbank market (by reasons of such Lender’sparticipation in the London interbank market) any other condition, cost or expense (other than Taxes) affecting
this Agreement or Term Loans made by such Lender;
and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender deems to
be material, of making, converting into, continuing or maintaining EurodollarSOFR Loans, or to reduce any amountreceivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, uponits demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced
amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it
shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has
become so entitled.
(b)
If any Lender shall have determined that the adoption of or any change in any Requirement of Law
regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance bysuch Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or
liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to
the Closing Date shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital asa consequence of its obligations hereunder to a level below that which such Lender or such corporation could haveachieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s
policies with respect to capital adequacy or liquidity requirements) by an amount deemed by such Lender to bematerial, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as willcompensate such Lender or such corporation for such reduction.
(c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the
Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error.
Notwithstanding anything to the contrary

in this Section 2.15, the Borrower shall not be required to compensate any Lender pursuant to this Section 2.15 forany amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower of such Lender’sintention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have aretroactive effect, then such 180 days period shall be extended to include the period of such retroactive effect. The
obligations of the Borrower pursuant to this Section 2.15 shall survive the termination of this Agreement and thepayment of the Term Loans and all other amounts payable hereunder.
2.16.

Taxes.

(a) Unless required by applicable law (as determined in good faith by the applicable withholding agent), allpayments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shallbe made free and clear of, and without deduction or withholding for or on account of, any Taxes, excluding (i) Taxes
imposed on or measured by net income (however denominated), gross receipts Taxes (imposed in lieu of net income
Taxes) and franchise Taxes (imposed in lieu of net income Taxes) imposed on the Administrative Agent or any Lender
as a result of such recipient (A) being organized or having its principal office in the applicable taxing jurisdiction, or in
the case of any Lender, having its applicable lending office in such jurisdiction, or (B) having any other present orformer connection with the applicable taxing jurisdiction (other than any such connection arising solely from theAdministrative Agent or such Lender having executed, delivered, become a party to, or performed its obligations or
received a payment under, or enforced, and/or engaged in any activities contemplated with respect to this Agreement
or any other Loan Document); (ii) any Taxes in the nature of the branch profits tax within the meaning of Section 884
of the Code imposed by any jurisdiction described in clause (i) above; (iii) other than in the case of an assignee
pursuant to a request by the Borrower under Section 2.22 hereof, any U.S. federal withholding tax except (A) to theextent such withholding tax results from a change in a Requirement of Law after the recipient became a party hereto
or changed its lending office or (B) to the extent that such recipient’s assignor (if any) was entitled immediately prior
to such assignment or such recipient was entitled immediately prior to changing its lending office to receive additionalamounts from any Loan Party with respect to such withholding tax pursuant to this Section 2.16(a); (iv) any
withholding Tax that is attributable to the recipient’s failure to comply with Section 2.16(e) hereof; and (v) any
withholding Taxes imposed pursuant to FATCA. If any such non-excluded Taxes (“Non-Excluded Taxes”) or Other
Taxes are required by law to be withheld by the applicable withholding agent from any amounts payable to the
Administrative Agent or any Lender hereunder, or under any other Loan Document: (x) the amounts so payable by
the applicable Loan Party to the Administrative Agent or such Lender shall be increased to the extent necessary sothat after all required deductions for Non-Excluded Taxes and Other Taxes (including deductions for Non-Excluded
Taxes and Other Taxes applicable to additional sums payable under this Section 2.16) have been made, the Lender(or, in the case of any payment made to the Administrative Agent for its own account, the Administrative Agent)receives an amount equal to the sum it would have received had no such deduction or withholding for Non-Excluded
Taxes and Other Taxes been made, (y) the applicable withholding agent shall make such deductions, and(z) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority
in accordance with applicable law.
Notwithstanding anything to the contrary contained in this Section 2.16(a) or Section 2.16(b), unless the
Administrative Agent or a Lender gives notice to the applicable Loan Party that such Loan Party is obligated to pay anamount under Section 2.16(a) or Section 2.16(b) within 180 days of the later of (x) the date the applicable party incurs
the Taxes or (y) the date the applicable party has knowledge of its incurrence of the Taxes, then such party shall not
be entitled to be compensated for any penalties, interest or expenses relating to such Taxes, except to the extent
such penalties, interest or expenses arise or accrue on or after the date that occurs 180 days prior to the date suchparty gives notice to the applicable Loan Party, but if the circumstances giving rise to such claim have a retroactive
effect (e.g., in connection with the audit of a prior tax year), then such 180 day period shall be extended to include
such period of retroactive effect.
(b)
In addition, the relevant Loan Party shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.
(c) Whenever any Taxes are payable by a Loan Party pursuant to this Section 2.16, as promptly as possible
thereafter such Loan Party shall send to the Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an original official receipt received, if any, by the Borrower or otherdocumentary evidence showing payment thereof.
(d)
The Borrower shall indemnify the Administrative Agent and each Lender (within 10 days after demand
therefor) for the full amount of any Non-Excluded Taxes or Other Taxes (including Non-Excluded Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16), and for any reasonable
expenses arising therefrom or with respect thereto, that may become payable by the Administrative Agent or any
Lender, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by therelevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative
Agent or any Lender for any penalties, interest or expenses relating to Non-Excluded Taxes or Other Taxes to theextent that such penalties, interest or expenses are found by a final and nonappealable decision of a court ofcompetent jurisdiction to have resulted from such party’s gross negligence or willful misconduct. A certificate as to theamount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), orby the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(e)Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative
Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by law, or reasonably
requested by the Borrower or the Administrative Agent, certifying as to any entitlement of such Lender to an
exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under
the Loan Documents. In addition, each Lender shall, at such times as reasonably requested by the Borrower or the
Administrative Agent, deliversuch other documentation prescribed by applicable law or reasonably requested by the Borrower or the
Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lenderis subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse intime or change in circumstances renders any such documentation (including any documentation specificallyreferenced below) expired, obsolete or inaccurate in any material respect, or upon the reasonable request of the
Borrower or the Administrative Agent, deliver promptly to the Borrower and the Administrative Agent updated or otherappropriate documentation (including any new documentation reasonably requested by the applicable withholding
agent) or promptly notify the Borrower and the Administrative Agent of its legal ineligibility to do so. Unless theapplicable withholding agent has received forms or other documents satisfactory to it indicating that payments under
any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Tax at a rate reduced
by an applicable tax treaty, the Borrower, Administrative Agent or other applicable withholding agent shall withhold
amounts required to be withheld by applicable law from such payments at the applicable statutory rate. Each Lender
hereby authorizes the Administrative Agent to deliver to the Borrower and to any successor Administrative Agent any
documentation provided to the Administrative Agent pursuant to this Section 2.16(e).
Without limiting the generality of the foregoing:(i) Each Lender that is a “United States person” (as defined in Section 7701(a)(30) of the Code) shalldeliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to thisAgreement two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (orany successor form) certifying that such Lender is exempt from U.S. federal backup withholding.
(ii) Each Lender that is not a “United States person” (as defined in Section 7701(a)(30) of the Code)shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party tothis Agreement whichever of the following is applicable:(A)
two duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (orany successor forms) claiming eligibility for benefits of an income tax treaty to which the United Statesof America is a party,(B)
forms),

two duly completed copies of Internal Revenue Service Form W-8ECI (or any successor(C) in the case of a Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit E (any such certificate a“United States Tax Compliance Certificate”), or any other form approved by the Administrative Agent, tothe effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code,(B) a “10 percent shareholder” of the Borrower within the meaning of Section

881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code, and that no payments in connection with the Loan Documents are effectively connected withsuch Lender’s conduct of a U.S. trade or business and (y) two duly completed copies of Internal
Revenue Service Form W-8BEN or W-8BEN-E (or any successor forms),(D)to the extent a Lender is not the beneficial owner (for example, where the Lender is apartnership, or is a Lender that has granted a participation), Internal Revenue Service Form W-8IMY (orany successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, UnitedStates Tax Compliance Certificate, Form W-9, Form W-8IMY (or other successor forms) or any otherrequired information from each beneficial owner, as applicable (provided that, if the Lender is apartnership (and not a participating Lender) and one or more direct or indirect partners are claiming theportfolio interest exemption, the United States Tax Compliance Certificate shall be provided by such
Lender on behalf of such direct or indirect partner(s)), or(E) any other form prescribed by applicable requirements of U.S. federal income tax law as abasis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together
with such supplementary documentation as may be prescribed by applicable requirements of law topermit the Borrower and the Administrative Agent to determine the withholding or deduction required tobe made.
(iii)
If a payment made to a Lender under any Loan Document would be subject to U.S. federal
withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting
requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law
and at such time or times reasonably requested by the Borrower or the Administrative Agent such
documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may
be necessary for the Borrower and the Administrative Agent to comply with their FATCA obligations, todetermine whether such Lender has or has not complied with such Lender’s FATCA obligations and to
determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
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 certificate or promptly notify the Loan Parties and theAdministrative Agent in writing of its legal inability to do so. Notwithstanding any other provision of this clause (e), a
Lender shall not be required to deliver any forms, documentation or other information that such Lender is not legallyeligible to deliver.

(f) If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of
any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to whicha Loan Party has paid additional amounts pursuant to this Section 2.16, it shall pay over such refund the applicable
Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party
under this Section 2.16 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as the case may be, andwithout interest (other than any interest paid by the relevant Governmental Authority with respect to such refund, netof any Taxes payable by the Administrative Agent or such Lender); provided that the applicable Loan Party, upon therequest of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party (plusany penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agentor such Lender in the event the Administrative Agent or such Lender, as the case may be, is required to repay suchrefund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or
any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential)
to the Borrower or any other Person.
(g) The agreements in this Section 2.16 shall survive the termination of this Agreement, any assignment by
or replacement of a Lender, resignation of the Administrative Agent and the payment of the Term Loans and all otheramounts payable hereunder or any other Loan Document.
(h)
For the avoidance of doubt, any payments made by the Administrative Agent to any Lender shall betreated as payments made by the applicable Loan Party.
2.17. Indemnity. The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from,any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower inmaking a borrowing of, conversion into or continuation of EurodollarSOFR Loans after the Borrower has given a
notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower inmaking any prepayment of or conversion from EurodollarSOFR Loans after the Borrower has given a notice thereofin accordance with the provisions of this Agreement, or (c) the making of a prepayment or conversion ofEurodollarSOFR Loans on a day that is not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would haveaccrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of suchprepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a
failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in
each case at the applicable rate of interest for such Term Loans provided for herein (excluding, however, theApplicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender)that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable periodwith leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to thisSectionsubmitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. Notwithstanding
anything to the contrary in this Section 2.17, the Borrower shall not be required to compensate a Lender pursuant tothis Section 2.17 for any amounts incurred more than 180 days prior to the date that such Lender notifies the
Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise tosuch claim have a retroactive effect, then such 180 days period shall be extended to include the period of such
retroactive effect. This covenant shall survive the termination of this Agreement and the payment of the Term Loans
and all other amounts payable hereunder.
2.18. Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to
the operation of Section 2.15 or 2.16(a) with respect to such Lender, it will, if requested by the Borrower, usereasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any
Term Loans affected by such event with the object of avoiding the consequences of such event; provided that suchdesignation is made on terms that, in the good faith judgment of such Lender, cause such Lender and its lending
office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section
shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.15 or
2.16(a).
2.19. Fees. The Borrower agrees to pay to the Administrative Agent (i) the fees in the amounts and on thedates as set forth in the Engagement Letter and (ii) for its own account, the annual administration fee separately
agreed in writing between the Borrower and the Administrative Agent, and, in each case, to perform any otherobligations contained therein.
2.20.
Nature of Fees. All Fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent (for the respective accounts of the Administrative Agent and the Lenders), as provided herein.
Once paid, none of the Fees shall be refundable under any circumstances.
2.21.

[Reserved].

2.22.
Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests
reimbursement for amounts owing pursuant to Section 2.15, 2.16 or 2.17, and is unable to designate a different
lending office in accordance with Section 2.18 so as to eliminate the continued need for payment of amounts owing
pursuant to Sections 2.15, 2.16 or 2.17, or (b) does not consent to any proposed amendment, supplement,
modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires theconsent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required
Lenders (of all Term Loans) has been obtained), in each case with a replacement financial institution(s); provided that(i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred andbe continuing at the time of such replacement, (iii) the replacement financial institution(s) shall purchase, at par, allTerm Loans outstanding, Term Commitments and other amounts related thereto owing to such replaced Lender on or
prior to the date ofreplacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.17 if any EurodollarSOFR
Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating
thereto, (v) the replacement financial institution(s) (if other than a then existing Lender or an affiliate thereof) shall bereasonably satisfactory to the Administrative Agent (such consent not to be unreasonably withheld, delayed or
conditioned), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisionsof Section 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred totherein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additionalamounts (if any) required pursuant to Section 2.15, 2.16 or 2.17, as the case may be, and (viii) any such replacement
shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shallhave against the replaced Lender.
2.23.

[Reserved].

2.24.
Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any
Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to theextent permitted by applicable law:(a) Waivers and Amendments. The Term Loans and Term Commitments of such Defaulting Lender shall not
be included in determining whether the Required Lenders have taken or may take any action hereunder or under any
other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section9.1); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders
affected thereby shall, except as otherwise provided in Section 9.1, require the consent of such Defaulting Lender inaccordance with the terms hereof.
(b)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of such Defaulting Lender hereunder (whether voluntary, at maturity, pursuant to
Article VII or otherwise) shall be applied at such time or times as may be determined by the Administrative Agent asfollows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, as the Borrower may request (so long as no Default exists), to the funding of any Term Loan in respect ofwhich such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by
the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit
account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations withrespect to Term Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a resultof any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as aresult of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default exists, tothe payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction
obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court ofcompetentjurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (orheld) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed
paid to and redirected by such Defaulting Lender, and such Defaulting Lender irrevocably consents hereto.
(c) Defaulting Lender Cure. If the Borrower and the Administrative Agent (unless the Administrative Agent is
the Defaulting Lender) agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so
notify the applicable parties hereto, whereupon as of the effective date specified in such notice and subject to any
conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, tothe extent applicable, purchase at par that portion of outstanding Term Loans of the other Lenders or take such otheractions as the Administrative Agent (unless the Administrative Agent is the Defaulting Lender) may determine to benecessary to cause the Term Loans to be held pro rata by the Lenders in accordance with the relative amounts of
their Term Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that
Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by theaffected parties, no change hereunder from Defaulting Lender to non-Defaulting Lender will constitute a waiver orrelease of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
2.25.

Sustainability Adjustments.

(a) (A) The Sustainability Margin Adjustment shall be effective on the Sustainability Adjustment Date and (B)each change in the Applicable Margin resulting from a Sustainability Pricing Certificate shall be effective during theperiod commencing on and including the applicable Sustainability Adjustment Date and ending on the date
immediately preceding the next such Sustainability Adjustment Date.
(b) For the avoidance of doubt, the Sustainability Pricing Certificate may be delivered only once in respect ofany calendar year. It is further understood and agreed that the Applicable Margin will never be reduced or increasedby more than 5.00 basis points pursuant to the Sustainability Margin Adjustment during any calendar year (the“Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability
Margin Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only
apply until the date on which the next adjustment is due to take place.
(c) If the Borrower fails to provide the Administrative Agent with the Sustainability Pricing Certificate or one ormore of the KPI Metrics for any calendar year within the timeframe indicated in Section 5.2(d), the Applicable Margin
shall be increased by 1.67 basis points for each applicable Key Performance Indicator for which a KPI Metric has notbeen submitted, commencing on the day by which such Sustainability Pricing Certificate was required to have beendelivered pursuant to the terms of Section 5.2(d) and continuing until the Borrower submits another SustainabilityPricing Certificate for the subsequent calendar year; provided that it is understood and agreed that the Applicable
Margin will never be increased by more than the Maximum Adjustment.
(d)
If (i)(A) the Borrower or any Lender becomes aware of any material inaccuracy in any Sustainability
Applicable Rate Adjustment or any KPI Metric calculation as reported in a Sustainability Pricing Certificate (any suchmaterial inaccuracy, a “Sustainability Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lenderdelivers, not later than 10 Business Days after obtaining knowledge thereof, a written notice to the Administrative
Agent and the Sustainability Structuring Agent describing such Sustainability Pricing Certificate Inaccuracy inreasonable detail (which description shall be promptly shared with each Lender and the Borrower), or (B) the
Borrower and the Lenders agree that there was a Sustainability Pricing Certificate Inaccuracy at the time of delivery
of a Sustainability Pricing Certificate, and (ii) a proper calculation of the Sustainability Applicable Rate Adjustments or
the KPI Metrics would have resulted in an increase in the Applicable Margin for any applicable period, the Borrower
shall pay to the Administrative Agent for the account of the Lenders promptly following written demand by the
Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the
Borrower under the Bankruptcy Code, automatically and without further action by the Administrative Agent, any
Lender), but in any event within 10 Business Days after the Borrower has received written notice in reasonable detailof, or has agreed in writing that there was, a Sustainability Pricing Certificate Inaccuracy, an amount equal to theexcess of (1) the amount of interest that should have been paid for such period over (2) the amount of interest
actually paid for such period. If the Borrower becomes aware of any Sustainability Pricing Certificate Inaccuracy and,in connection therewith, if a proper calculation of the Sustainability Applicable Rate Adjustment or the KPI Metrics
would have resulted in a decrease in the Applicable Margin for any period, then, upon receipt by the Administrative
Agent of notice from the Borrower of such Sustainability Pricing Certificate Inaccuracy (which notice shall include
corrections to the calculations of the Sustainability Applicable Rate Adjustment or the KPI Metrics, as applicable andbe certified to by a Responsible Officer of the Borrower), commencing on the Business Day following receipt by the
Administrative Agent of such notice, the Applicable Margin shall be adjusted to reflect the corrected calculations of the
Sustainability Applicable Rate Adjustment or the KPI Metrics, as applicable. It is understood and agreed that any
Sustainability Pricing Certificate Inaccuracy with respect to any applicable period shall not constitute a Default or
Event of Default unless the Borrower fails to make a payment required by the foregoing terms of this Section 2.25(d)with respect to such Sustainability Pricing Certificate Inaccuracy following demand for payment by the Administrative
Agent made in accordance with the foregoing terms of this Section 2.25(d). 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 withrespect to the Borrower under the Bankruptcy Code, (a) any additional amounts required to be paid pursuant theimmediately 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, (b) any nonpayment of such additional amounts prior to
or upon such demand for payment by Administrative Agent shall not constitute a Default or Event of Default (whether
retroactively or otherwise) and (c) none of such additional

amounts shall be deemed overdue prior to such a demand or shall accrue interest at the Default Rate prior to such ademand.
(e) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring
Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any
calculation by the Borrower of any Sustainability Applicable Rate Adjustment (or any of the data or computations thatare part of or related to any such calculation) set forth in the Initial KPI Metrics Report, any KPI Metrics Report or any
Sustainability Pricing Certificate (and the Administrative Agent may rely conclusively on any such certificate, without
further inquiry).
(f) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Borrower and theSustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following such Regulatory
Change any necessary amendment, modification or other supplement to Schedule 1.3 (Sustainability Performance
Thresholds) (and any component definitions thereof). Such amendment, modification or other supplement, shall beconsented to by the Administrative Agent, Sustainability Structuring Agent and the Borrower and will take effect solong as Lenders constituting Required Lenders do not object to such changes within five Business Days after noticeof such proposed amendment, modification or other supplement. If the Borrower and the Structuring Sustainability
Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon thewritten agreement among the Sustainability Structuring Agent, the Borrower and the Administrative Agent, which willtake effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business
Days after notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply forthe relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes
hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be
zero. In the case such Key Performance Indicator no longer applies, the Borrower will then cease to refer to theapplicable Key Performance Indicator in the Sustainability Pricing Certificate.
Section 3_____
Representations and Warranties
The Borrower represents and warrant on the Closing Date to the Administrative Agent and each Lender asfollows:
3.1.
Existence; Compliance with Law. Each Loan Party (a) is duly organized, validly existing and (to theextent such concept is applicable) in good standing under the laws of the jurisdiction of its organization, (b) has thepower and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee
and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or otherorganization and (to the extent such concept is applicable) in good standing under the laws of each jurisdiction where
its ownership, lease or operation of property or the conduct of its business requires such qualification, and (d) is incompliance with all Requirements of Law, except, in the case of each of the foregoingclauses (a) through (d), to the extent that the failure to comply therewith would not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.
3.2. Power; Authorizations; Enforceable Obligations. Each Loan Party has the power and authority, and thelegal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, toobtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize theexecution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, toauthorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filingwith, notice to or other act by or in respect of, any Governmental Authority is required in connection with theextensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of thisAgreement or any of the Loan Documents, except (i) that have been obtained or made and are in full force and effectand (ii) to the extent that the failure to obtain any such consent, authorization, filing, notice or other act would not, inthe aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly
executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan
Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto,
enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at
law).
3.3.
No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan
Documents, the borrowings hereunder and the use of the proceeds thereof (x) will not violate any Requirement of
Law or any material Contractual Obligation of any Loan Party and (y) will not result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any
such material Contractual Obligation except, in the case of each of the foregoing clauses (x) and (y), to the extent
that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.
3.4.
Accuracy of Information. No statement or information contained in this Agreement, any other Loan
Document, or any other document, certificate or statement, including, without limitation, with respect to the KPI
Metrics and any reporting in connection therewith, furnished by or on behalf of any Loan Party to the Administrative
Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or
the other Loan Documents, contained as of the Closing Date, taken as a whole and in light of the circumstances inwhich made, any untrue statement of a material fact or omitted to state a material fact necessary to make thestatements contained herein or therein not materially misleading; provided that, with respect to projected financial
information, each Loan Party represents only that such information was prepared in good faith based uponassumptions believed by them to be reasonable at the time delivered and, if such projected financial information wasdelivered prior to the Closing Date, as of the Closing Date, it being understood that any

such projected financial information may vary from actual results and such variations could be material.
3.5. No Material Adverse Effect. Since the last day of the most recently ended fiscal year of the Borrower
prior to the Closing Date there has been no development or event that has had or would reasonably be expected tohave a Material Adverse Effect.
3.6. Title to Assets; Liens. The Borrower and its Restricted Subsidiaries have good and marketable title to, ora valid leasehold or easement interest in, all their other material property, taken as a whole, except for minor defects
in title that do not interfere with their ability to conduct their business as currently conducted or as proposed to be
conducted or to utilize such properties for their intended purposes, in each case, except as would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, and none of such property is subject to
any Lien except Liens permitted under Section 6.2.
3.7.
Intellectual Property. The Borrower and its Restricted Subsidiaries own, or are licensed to use, allIntellectual Property material to the conduct of their businesses, and the use thereof by the Borrower and its
Restricted Subsidiaries does not, to the knowledge of the Borrower, infringe upon, misappropriate or otherwise violate
the Intellectual Property rights of any other Person, in each case except where the failure to own or licenseIntellectual Property, or any infringement on Intellectual Property rights would not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.
3.8.
Use of Proceeds. The proceeds of the Term Loans shall be utilized for the Refinancing and general
corporate purposes.
3.9. Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority
is pending or, to the knowledge of the Borrower, threatened (including “cease and desist” letters and invitations totake a patent license) by or against the Borrower or its Restricted Subsidiaries or against any of their respective
properties, rights or revenues that, in the aggregate, would reasonably be expected to have a Material Adverse
Effect.
3.10. Federal Reserve Regulations. No part of the proceeds of any Term Loan will be used for any purposethat violates the provisions of the Regulations of the Board of Governors. Neither the Borrower nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any “margin stock.”
3.11.
Solvency. The Borrower and its Subsidiaries, taken as a whole, are, and after giving effect to theincurrence of all Indebtedness and obligations being incurred in connection herewith will be, Solvent.
3.12. Taxes. Each of the Borrower and its Restricted Subsidiaries has filed or caused to be filed all federal
and state income Tax and other Tax returns that are required to be filed, except if the failure to make any such filingwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and has paid
all Taxes shown to be due and payable on said returns or on any assessments

made against it or any of its property and all other Taxes, fees or other charges imposed on it or any of its property by
any Governmental Authority (other than any (x) the amount or validity of which are currently being contested in goodfaith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on
the books of the relevant entity, or (y) those where the failure to pay, individually or in the aggregate, would notreasonably be expected to have a Material Adverse Effect). There is no proposed Tax assessment or other claim
against, and no Tax audit with respect to, the Borrower or its Restricted Subsidiaries that would reasonably be
expected to, individually or in the aggregate, have a Material Adverse Effect.
3.13.
ERISA. Except as, in the aggregate, does not or would not reasonably be expected to result in a
Material Adverse Effect: neither a Reportable Event nor a failure to satisfy the minimum funding standard of Section
430 of the Code or Section 303 of ERISA, whether or not waived, with respect to a Plan has occurred during the fiveyear period prior to the date on which this representation is made or deemed made with respect to any Plan, andeach Plan has complied in all respects with the applicable provisions of ERISA and the Code; no termination of aSingle Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used
to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is madeor deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither the
Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan;
to the knowledge of the Borrower after due inquiry, neither the Borrower nor any Commonly Controlled Entity would
become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were towithdraw completely from any Multiemployer Plans as of the valuation date most closely preceding the date on which
this representation is made or deemed made; and to the knowledge of the Borrower after due inquiry, no
Multiemployer Plan is in “critical status” (within the meaning of Section 432 of the Code or Section 305 of ERISA) or
Insolvent.
3.14. Environmental Matters; Hazardous Material. There has been no matter with respect to Environmental
Laws or Materials of Environmental Concern which, in the aggregate, would reasonably be expected to have a
Material Adverse Effect.
3.15.
Investment Company Act; Other Regulations. Neither the Borrower nor any Restricted Subsidiary is
required to register as an “investment company”, or a company “controlled” by an “investment company”, within themeaning of the Investment Company Act of 1940, as amended. Neither the Borrower nor any Restricted Subsidiary is
subject to regulation under any Requirement of Law that limits its ability to incur Indebtedness under this Agreement
and the other Loan Documents.
3.16.
Labor Matters. Except as, in the aggregate, would not reasonably be expected to have a Material
Adverse Effect: (a) there are no strikes or other labor disputes against the Borrower or any Restricted Subsidiarypending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made toemployees of each of the Borrower and its Restricted Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due fromthe Borrower and its Restricted Subsidiaries on account of employee health and welfare insurance have been paid or
accrued as a liability on the books of the relevant entity.
3.17. Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies
and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its
Subsidiaries and their respective officers and directors and to the knowledge of the Borrower its employees andagents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the
Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the
Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit fromthe credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or other transaction
contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.
3.18.

Affected Financial Institutions. No Loan Party is an Affected Financial Institution.

3.19. Disclosure. As of the Closing Date, to the best knowledge of the Borrower, the information included in
the Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with thisAgreement is true and correct in all respects.
3.20.
ERISA Event. 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.
Section 4_____
Conditions Precedent
4.1. Conditions to the Closing Date. The obligations of the Lenders to make Term Loans hereunder shall not
become effective until the date on which each of the following conditions is satisfied (or waived in accordance with
Section 9.1):(a)Loan Documents. The Administrative Agent shall have received counterparts hereof executed anddelivered by the Borrower, the Administrative Agent, the Sustainability Structuring Agent, and each other Lender and
Schedules to this Agreement.
(b) Corporate Documents and Proceedings. The Administrative Agent shall have received (i) a certificate of
Borrower, dated the Closing Date, substantially in the form attached hereto as Exhibit A, with appropriate insertions
and attachments, including the certificate of incorporation of Borrower, and (ii) a long form good standing certificate
for Borrower from its jurisdiction of organization.

(c) No Material Adverse Effect. Since September 3, 2020, there has been no development or event that has
had or would reasonably be expected to have a Material Adverse Effect.
(d) Officer’s Certificate. The Administrative Agent shall have received a certificate, dated as of the Closing
Date by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in Section 4.1(c),(k) and (l) (and covering all representations and warranties in Section 3).
(e) Solvency Certificate. The Administrative Agent shall have received a customary certificate from the chief
financial officer of the Borrower in form and substance satisfactory to the Administrative Agent certifying as to thesolvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions
contemplated to occur on the Closing Date.
(f)
Payment of Fees; Expenses. The Arrangers and the Administrative Agent shall have received all fees
required to be paid, and all reasonable costs and expenses required to be paid and for which invoices have beenpresented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date.
(g)
Legal Opinion. The Administrative Agent shall have received a legal opinion from Wilson Sonsini
Goodrich & Rosati P.C., counsel to the Borrower, in form and substance satisfactory to the Administrative Agent.
(h)Refinancing. Substantially simultaneously with the Closing Date, the Refinancing shall be consummated.

(i) Patriot Act and Beneficial Ownership Regulation. (i) The Administrative Agent shall have received, at least
three (3) Business Days prior to the Closing Date, all documentation and information as is reasonably requested inwriting by any Lender at least eight days prior to the Closing Date about the Borrower and its Subsidiaries that isrequired by U.S. Governmental Authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation, the Patriot Act and (ii) to the extent the Borrower qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lenderthat has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial
Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification(provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition
set forth in this clause (ii) shall be deemed to be satisfied).
(j) Initial KPI Metrics Report. The Administrative Agent shall have received the Initial KPI Metrics Report, ofwhich all data and information in such Initial KPI Metrics Report has been made publicly available by the Borrower via
the Borrower’s annual report on environmental, social and governance issues.
(k) Representations and Warranties. All representations and warranties contained in this Agreement shall betrue and correct in all material respects on and as of the Closing Date, with the same effect as if made on and as ofsuch date (unlessstated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct
in all material respects as of such earlier date) (it being understood that any representation or warranty that isqualified as to materiality or Material Adverse Effect shall be correct in all respects).
(l)

No Default. No Default or Event of Default shall have occurred and be continuing.
Section 5_____
Affirmative Covenants

Until the Term Commitments have expired or been terminated and the principal of and interest on each Term
Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees that:
5.1. Financial Statements, etc. The Borrower will furnish to the Administrative Agent (for distribution to theLenders), within 15 days after the Borrower has filed the same with the SEC, copies of the quarterly and annual
reports and the information, documents and reports (or copies of such portions of any of the foregoing as the SEC
may prescribe) that the Borrower may be required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act (other than confidential filings, documents subject to confidential treatment and correspondence with
the SEC); provided that in each case the delivery of materials to the Administrative Agent by electronic means or filingof documents pursuant to the SEC’s “EDGAR” system (or any successor electronic filing system) shall be deemed tobe “furnished” with the Administrative Agent as of the time such documents are filed via the “EDGAR” system for
purposes of this Section 5.1.
5.2.

Compliance Certificate; Reporting.

(a)Promptly (and in any event within 5 Business Days) following delivery of the quarterly and annual
financial statements provided for in Section 5.1 on Form 10-Q or 10-K, as applicable, a certificate of a Financial
Officer of the Borrower substantially in the form of Exhibit C (y) stating no Default or Event of Default has occurredand is then continuing or, if a Default or Event of Default exists, a detailed description of the Default or Event of
Default and all actions the Borrower is taking with respect to such Default or Event of Default and (z) containing
calculations demonstrating the Borrower’s compliance with the covenants set forth in Section 6.6.
(b) The Borrower will deliver to the Administrative Agent, forthwith upon any Responsible Officer becoming
aware of any Default or Event of Default (which shall be no more than five (5) Business Days following the date on
which the Responsible Officer becomes aware of such Default or Event of Default), an officer’s certificate of a
Responsible Officer of the Borrower specifying such Default or Event of Default and what action the Borrower istaking or proposes to take with respect thereto.
(c)Promptly following any request therefor, the Borrower will deliver information and documentation
reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “knowyour customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial

Ownership Regulation. Promptly following any request therefor, the Borrower shall provide written notice of any
change in the list of beneficial owners identified in the most recent Beneficial Ownership Certification delivered toAdministrative Agent or a Lender.
(d)
as soon as available and in any event within 180 days following the end of each calendar year
(commencing with the calendar year ending December 31, 2021, the Borrower will furnish to the Administrative Agenta Sustainability Pricing Certificate for the most recently-ended calendar year; provided, however, that for any calendar
year the Borrower may elect not to deliver a Sustainability Pricing Certificate, and such election shall not constitute a
Default or Event of Default under this Agreement (but such failure to so deliver a Sustainability Pricing Certificate by
the end of such 180-day period shall result in the Sustainability Applicable Rate Adjustment being applied as set forthin Section 2.25(c).
5.3. Maintenance of Existence. The Borrower and its Restricted Subsidiaries shall (i) preserve, renew andkeep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights,
privileges and franchises reasonably necessary in the normal conduct of its business, except, in each case, (x) as
otherwise permitted by Section 6.3 or (y) to the extent that failure to do so would not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.
5.4.

Maintenance of Insurance.

The Loan Parties will maintain insurance policies (or self-insurance) on all its property in at least such amounts
and against at least such risks as are usually insured against by companies of a similar size engaged in the same ora similar business (after giving effect to any self-insurance which in the good faith judgment of management of the
Borrower is reasonable and prudent in light of the size and nature of its business). Notwithstanding anything to thecontrary herein, with respect to Foreign Subsidiaries that are Guarantors, the requirements of this Section 5.4 shallbe deemed satisfied if the Borrower obtains insurance policies that are customary and appropriate for the applicablejurisdiction.
5.5. Use of Proceeds. The proceeds of the Term Loans will be used only for general corporate purposes. No
part of the proceeds of any Term Loan will be used, whether directly or indirectly, for any purpose that entails aviolation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X.
5.6.
Compliance with Laws. The Borrower will maintain in effect and enforce policies and procedures
designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions.
5.7. Designation of Subsidiaries. The Borrower may at any time by written notice to the Administrative Agent(i) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (ii) designate any Unrestricted Subsidiary asa Restricted Subsidiary; provided that no Default or Event of Default shall have occurred and be continuing or would
result therefrom.

Section 6_____
Negative Covenants
Until the Term Commitments have expired or been terminated and the principal of and interest on each Term
Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees that:
6.1.
Limitation on Indebtedness. The Borrower will not permit any of its Restricted Subsidiaries to create,
assume, incur, Guarantee or otherwise become liable for any Indebtedness, without causing such Restricted
Subsidiary (excluding any Subsidiary that is not a Material Subsidiary) to become a Guarantor, other than:(a)Indebtedness in respect of or under the Obligations or Guarantees thereof;(b)
Indebtedness of a Person existing at the time such Person is merged into or consolidated with orotherwise acquired by the Borrower or any Restricted Subsidiary of the Borrower or otherwise becomes a Restricted
Subsidiary of the Borrower (or arising thereafter pursuant to contractual commitments entered into prior to such
Person becoming a Restricted Subsidiary) or at the time of a sale, lease or other disposition of the properties andassets of such Person (or a division thereof) as an entirety or substantially as an entirety to any Restricted Subsidiaryof the Borrower (or arising thereafter pursuant to contractual commitments entered into prior to such Person
becoming a Restricted Subsidiary) and is assumed by such Subsidiary, other than any increase in the amount of suchIndebtedness (including any increase in the amount of such Indebtedness arising pursuant to contractual
commitments entered into prior to such acquisition) incurred in contemplation thereof;(c)Indebtedness owed to the Borrower or any Restricted Subsidiary;(d) Indebtedness created, incurred, issued, assumed or Guaranteed to pay or finance the payment of all or
any part of the purchase price or the cost of development, operation, construction, alteration, repair or improvementof property, assets or equipment acquired or developed, operated, constructed, altered, repaired or improved by a
Restricted Subsidiary, and any related transactional fees, costs and expenses, provided such Indebtedness iscreated, incurred, issued, assumed or Guaranteed within 18 months (or in the case of any Indebtedness supported
by an export credit agency, 24 months) after the later of (i) the acquisition or the completion of any such development,
operation, construction, alteration, repair or improvement of such property, assets or equipment, whichever is later, or(ii) the placing into commercial operation of such property after the acquisition or completion of any suchdevelopment, operation, construction, alteration, repair or improvement (or, in each case, is incurred pursuant to firm
commitment financing arrangements obtained within such period), and, provided further, that the outstanding amountof such Indebtedness , without duplication, does not exceed 100% of the fair value of the property or equipment
acquired or developed, operated, constructed, altered, repaired or improved at the time such Indebtedness is
incurred;(e)Indebtedness permitted to be secured by Liens permitted by clauses (5) or (6) of the definition of
Permitted Lien (whether or not such Indebtedness is in fact secured by such Liens) and any Guarantees thereof;(f)any extension, renewal, substitution, replacement, refinancing or refunding of Indebtedness that was
permitted pursuant to Section 6.1(a), (b), (c), or (d) at the time such Indebtedness was created or incurred; provided
that (1) any Indebtedness incurred to so extend, renew, substitute, replace, refinance or refund shall be incurred
within 12 months of the maturity, retirement or other repayment or prepayment (including any such repayment
pursuant to amortization obligations with respect to such Indebtedness), (2) the outstanding amount of theIndebtedness incurred to so extend, renew, substitute, replace, refinance or refund shall not exceed the outstanding
amount of Indebtedness being extended, renewed, substituted, replaced, refinanced or refunded plus any premiums
or fees (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses andother costs incurred, in connection with any such extension, renewal, substitution, replacement, refinancing or
refunding, (3) if the Indebtedness being extended, renewed, substituted, replaced, refinanced or refunded was
secured by a Lien on Property, the Indebtedness incurred to so extend, renew, substitute, replace, refinance or refund
may be secured by such Property, and (4) if the Indebtedness being extended, renewed, substituted, replaced,refinanced or refunded was not secured by a Lien on Property, the Indebtedness incurred to so extend, renew,
substitute, replace, refinance or refund shall not be secured by Property; and(g)other Indebtedness; provided that the aggregate principal amount of Indebtedness outstanding at any
one time pursuant to this clause shall not exceed the sum of (i) the greater of (x) $5,600,000,000 and (y) 15% ofConsolidated Net Tangible Assets of the Borrower for the Measurement Period immediately preceding the date ofsuch incurrence minus (ii) the aggregate principal amount of Indebtedness of the Borrower that is secured by a Lien
under Section 6.2(b);For purposes of this Section 6.1, in the event that any Indebtedness meets the criteria of more exceptions in thisSection 6.1, the Borrower, in its sole discretion, will classify, and may reclassify, such Indebtedness and suchIndebtedness may be divided and classified and reclassified into more than one of the exceptions in this Section 6.1
described above. In addition, for purposes of calculating compliance with this Section 6.1, in no event will the amountof any Indebtedness (including any Guarantees of such Indebtedness) be required to be included more than once
despite the fact more than one Person is or becomes liable with respect to any related Indebtedness and despite thefact that such Indebtedness is secured by the assets of more than one Person (for example, and for avoidance of
doubt, in the case where more than one Restricted Subsidiary incurs Indebtedness, Guarantees or otherwise
becomes liable for such Indebtedness, or in the case where there are Liens on the assets of one or more of the
Borrower and its Restricted Subsidiaries securing such Indebtedness or one or more Guarantees thereof permitted
under this Section 6.1, the amount of such Indebtedness shall only be included once for purposes of suchcalculations).

6.2. Limitation on Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries, to create
or incur any Lien on Property, whether now owned or hereafter acquired, in order to secure any Indebtedness, other
than:
(a)

Permitted Liens; and(b) Liens securing Indebtedness of the Restricted Subsidiaries permitted by Section 6.1(g) and Indebtednessof the Borrower; provided that the aggregate principal amount of Indebtedness that is secured pursuant to thisSection 6.2(b) shall not exceed the greater of (x) $5,600,000,000 and (y) 15% of Consolidated Net Tangible Assets of
the Borrower for the Measurement Period immediately preceding the date of such incurrence; provided that, for the
avoidance of doubt, any Liens will be excluded from this clause (b) to the extent the Lien relating thereto is included
in clause (a) of this Section 6.2.
For purposes of this Section 6.2, (1) the creation of a Lien to secure Indebtedness which existed prior tothe creation of such Lien will be deemed to involve Indebtedness in an amount equal to the lesser of (x) the fair value(as determined in good faith by the Borrower) of the asset subjected to such Lien and (y) the principal amountsecured by such Lien, and (2) in the event that a Lien meets the criteria of more than one of the types of exceptionsin this Section 6.2, the Borrower, in its sole discretion, will classify, and may reclassify, such Lien and such Lien may
be divided and classified and reclassified into more than one of the exceptions in this Section 6.2.
6.3.

Merger, Consolidation, or Sale of Assets.

(a) The Borrower may not consolidate with or merge with or into, or sell, assign, convey, transfer, lease orotherwise dispose of all or substantially all of the properties, rights and assets of the Borrower and its Restricted
Subsidiaries, taken as a whole, to any Person, in a single transaction or in a series of related transactions, unless:(1) either (i) the Person formed by or surviving such consolidation or merger is the Borrower or (ii) the
Person (if other than the Borrower) formed by such consolidation or into which the Borrower is merged or the
Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties,
rights and assets of the Borrower (the “Successor Company”), is an entity organized under the laws of theUnited States of America, any State thereof or the District of Columbia; provided that such Successor
Company shall provide such information reasonably requested by the Administrative Agent or any Lender for
purposes of compliance with applicable “know your customer” rules and regulations;(2)in any such transaction in which there is a Successor Company, the Successor Company
expressly assumes the Obligations pursuant to joinder agreements or other documents reasonably satisfactory
to the Administrative Agent; and(3)immediately after giving effect to the transaction, no Event of Default and no Default shall haveoccurred and be continuing.
This Section 6.3 shall not apply to a merger of the Borrower with an Affiliate solely for the purpose ofreincorporating the Borrower in another jurisdiction in the United States of America, any State thereof or theDistrict of Columbia.Section 6.3(b) Upon any consolidation of the Borrower with, or merger of the Borrower into, any other Person or any
sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all the properties, rights andassets of the Borrower to a Successor Company in accordance with the conditions described in Section 6.3(a), theSuccessor Company shall succeed to and be substituted for, and may exercise every right and power of, theBorrower under this Agreement with the same effect as if such Successor Company had been named as the
Borrower and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations andcovenants under this Agreement.
6.4.

Limitation on Sale and Leaseback Transactions.

(a) The Borrower will not, and will not permit any of its Restricted Subsidiaries, to enter into any sale andlease-back transaction with respect to any Property, whether now owned or hereafter acquired, unless:(1)such transaction was entered into prior to the Closing Date;(2) such transaction was for the sale and leasing back to the Borrower or a Restricted Subsidiary by
the Borrower or any Restricted Subsidiary of any Property;(3) such transaction involves a lease of Property executed by the time of or within 18 months (or in thecase of any transaction supported by the credit of an export credit agency, 24 months) after the later of (i) the
acquisition or the completion of any such development, operation, construction, alteration, repair or
improvement of such property, assets or equipment or (ii) the placing into commercial operation of such
Property after the acquisition or completion of any such development, operation, construction, alteration, repair
or improvement;(4) such transaction involves a lease for not more than three years (or which may be terminated by
the Borrower or the applicable Restricted Subsidiary within a period of not more than three years);(5)
the Borrower or the applicable Restricted Subsidiary would be entitled to incur Indebtedness
secured by a Lien on the property to be leased in an amount equal to Attributable Debt with respect to such
sale and lease-back transaction pursuant to Section 6.1 and Section 6.2; or(6) the Borrower or the applicable Restricted Subsidiary applies an amount equal to the net proceedsfrom the sale of the Property to the purchase of other Property or to the retirement, repurchase or otherrepayment or prepayment of the Term Loans within 365 calendar days before or after the effective date of any
such sale and lease-back transaction; and(b)
Notwithstanding the other provisions of Section 6.4(a), the Borrower and the applicable Restricted
Subsidiary may enter into any sale and lease-back transaction with respect to any Property if the Borrower or theapplicable Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the property to beleased in an amount equal to Attributable Debt with respect to such sale and lease-back transaction pursuant to
Section 6.1 and Section 6.2.
6.5.
Anti-Corruption Laws and Sanctions. The Borrower will not request any Borrowing, and the Borrower
shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees andagents shall not use, the proceeds of any Borrowing (a) in furtherance of an offer, payment, promise to pay, or
authorization of the payment or giving of money, or anything else of value, to any Person in violation of any AntiCorruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of orwith any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business or transaction
would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European
Union member state, or (c) in any manner that would result in the violation of any Sanctions applicable to any party
hereto.
6.6.
Financial Covenant. The Borrower will not permit, (a) as of the last day of any fiscal quarter of the
Borrower other than a Specified Fiscal Quarter, the Total Leverage Ratio to exceed 3.25 to 1.00 and (b) as of the last
day of any Specified Fiscal Quarter, either of the following (i) or (ii) (at the Borrower’s sole election as to theapplicability of (i) or (ii) for such Specified Fiscal Quarter (provided that (ii) shall not be elected in more than three (3)of such Specified Fiscal Quarters)): (i) the Total Net Leverage Ratio to exceed 3.25 to 1.00 or (ii) Liquidity to be lessthan $5,000,000,000; provided that following the consummation of a Qualified Acquisition for the four fiscal quartersof the Borrower then ended as set forth in the last Compliance Certificate delivered pursuant to Section 5.2, the Total
Leverage Ratio and Total Net Leverage Ratio set forth above shall increase for each of the four fiscal quarters of the
Borrower ending following the consummation of a Qualified Acquisition to 3.75 to 1.00.
Section 7_____
Events of Default
7.1.

Events of Default. Each of the following is an “Event of Default”:(a)failure by the Borrower to pay principal of a Term Loan when due;(b)failure by the Borrower to pay (i) any interest or scheduled fees due under this Agreement for fiveBusiness Days after such amount” becomes due and (ii) any other obligation due under this Agreement for ten
Business Days after such amount becomes due;(c)failure by the Borrower to comply with Section 6.6;(d) failure by the Borrower or any of its Restricted Subsidiaries to perform, or breach by the Borrower or anyof its Restricted Subsidiaries of, any other covenant (other than Section 5.2(d)), agreement, representation or
warranty or condition in this Agreement for 30 calendar days after either the Administrative Agent or the Required
Lenders have given the Borrower written notice of the breach in the manner required by this Agreement;(e)default under any mortgage, indenture or instrument under which there is issued or by which there issecured or evidenced any Indebtedness of the Borrower or any Guarantor, whether such Indebtedness or guarantee
now exists or is created after the Closing Date, if both: (a) such default either results from the failure to pay any
principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or suchdefault is with respect to another obligation under such Indebtedness and results in the holder or holders of suchIndebtedness causing the payment of such Indebtedness to be accelerated and to become due prior to its statedmaturity without such Indebtedness having been discharged or such acceleration having been cured, waived,
rescinded or annulled within a period of thirty (30) calendar days; and (b) the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness not so paid when due, or the maturity of which has
been so accelerated, aggregates $100,000,000 or more;(f)the Borrower or any Significant Subsidiary, pursuant to or within the meaning of any Debtor Relief Law:(1)commences proceedings to be adjudicated bankrupt or insolvent;(2) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of apetition or answer or consent seeking an arrangement of debt, reorganization, dissolution, winding up or relief
under applicable Debtor Relief Laws;(3)
consents to the appointment of a receiver, interim receiver, receiver and manager, liquidator,
assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; or(4)(g)

makes a general assignment for the benefit of its creditors;

a court of competent jurisdiction enters an order or decree under any Debtor Relief Law that:(1)
is for relief against the Borrower or any Significant Subsidiary in a proceeding in which the
Borrower or any Significant Subsidiary is to be adjudicated bankrupt or insolvent;(2)
appoints a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee,
sequestrator or other similar official of the Borrower

or any Significant Subsidiary, or for all or substantially all of the property of the Borrower or any Significant
Subsidiary; or(3)orders the liquidation, dissolution or winding up of the Borrower or any Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;
provided that, in the cases of the foregoing clauses (f) and (g), (i) such event or circumstance is either (x) a voluntary
proceeding or results therefrom or (y) under or pursuant to the laws of such Person’s jurisdiction of incorporation ororganization or the jurisdiction in which its head office is located or the laws of the jurisdictions in which all or
substantially all its assets are located, and (ii) in no event shall any such event or circumstance constitute an Event of
Default if such event or circumstance is a result of a bankruptcy, insolvency, reorganization or other similar
proceeding with respect such Person or its assets or business that was ongoing or in process at the time such
Person became a Subsidiary of the Borrower (including any alternate proceedings) or other such proceedings thatare in the nature of either a continuation or extension thereof;(h) An ERISA Event has occurred or is reasonably expected to occur that, when taken together with all othersuch ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a
Material Adverse Effect; and(i)any Change of Control shall occur.

In the case of an Event of Default, then, and in every such event (other than an event with respect to the Borrower
described in clause (f) or (g) of this Section), and at any time thereafter during the continuance of such event, theAdministrative Agent may take any and all of the following actions: (A) [reserved], and (B) at the request of theRequired Lenders, the Administrative Agent shall, by notice to the Borrower (i) declare the Term Loans thenoutstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due andpayable may thereafter be declared to be due and payable), and thereupon the principal of the Term Loans so
declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest orother notice of any kind, all of which are hereby waived by the Borrower and (ii) exercise on behalf of itself and theLenders all rights and remedies available to it and the Lenders under the Loan Documents and applicable law. In
case of any event with respect to the Borrower described in clause (f) or (g) of this Section, any outstanding Term
Commitments shall automatically terminate and the principal of the Term Loans then outstanding, together with
accrued interest thereon and all fees and other obligations of the Borrower 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 Borrower.
In the event of a declaration of acceleration of the Term Loans because an Event of Default described in
Section 7.1(e) has occurred and is continuing, the declaration of acceleration of the Term Loans shall be
automatically annulled if the event of default orpayment default triggering such Event of Default pursuant to Section 7.1(e) shall be remedied or cured, or waived by
the holders of the Indebtedness or the Indebtedness that gave rise to such Event of Default shall have beendischarged in full, within thirty (30) calendar days after declaration of acceleration with respect thereto, and if (1) the
annulment of the acceleration of the Term Loans would not conflict with any judgment or decree of a court ofcompetent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on
the Term Loans that became due solely because of the acceleration of the Term Loans, have been cured or waived.
Section 8_____The Agents
8.1. Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as theagent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of thisAgreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together withsuch other powers as are reasonably incidental thereto. Each Lender hereby irrevocably designates and appoints theSustainability Structuring Agent as the agent of such Lender under this Agreement and the other Loan Documents,and each such Lender irrevocably authorizes the Sustainability Structuring Agent, in such capacity, to take suchaction on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such
powers and perform such duties as are expressly delegated to the Sustainability Structuring Agent by the terms ofthis Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Administrative Agent and theSustainability Structuring Agent shall have any duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative
Agent or the Sustainability Structuring Agent.
8.2.
Delegation of Duties. Each of the Administrative Agent and the Sustainability Structuring Agent may
execute any of their duties under this Agreement and the other Loan Documents by or through agents or attorneys infact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. None of the
Administrative Agent and the Sustainability Structuring Agent shall be responsible for the negligence or misconduct of
any agents or attorneys in fact selected by it with reasonable care.
8.3. Exculpatory Provisions. “Use of the term “agent” in the Agreement or in any other Loan Documents (orany other similar term) with reference to the Administrative Agent or Sustainability Structuring Agent does not connote(and is not intended to connote), any fiduciary or other implied (or express) obligation arising under agency doctrineof 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

the contracting parties. The Administrative Agent and Sustainability Structuring Agent shall not have any duty to takeany discretionary action or exercise any discretionary power, except discretionary rights and powers expressly
contemplated by the Agreement that the Administrative Agent and Sustainability Structuring Agent are required toexercise and only so long as so directed in writing to take such discretionary action by the “Required Lenders”
provided, however, that the Administrative Agent and Sustainability Structuring Agent shall not be required to take any
action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or Sustainability
Structuring Agent to liability or that is contrary to any Loan Document or Applicable Law, including, for the avoidanceof doubt, any action that may be in violation of the automatic stay or that may effect a forfeiture, modification or
termination of a property interest in violation of any applicable bankruptcy/insolvency laws and the Administrative
Agent and Sustainability Structuring Agent shall in all cases be fully justified in failing or refusing to act under the
Agreement or any other Loan Document unless it first receives further assurances of its indemnification from theLenders that the Administrative Agent and Sustainability Structuring Agent reasonably believe it may require,
including prepayment of any related expenses and any other protection it requires against any and all costs,
expenses and liabilities it may incur in taking or continuing to take any such discretionary action at the direction of theRequired Lenders. The Administrative Agent and Sustainability Structuring Agent shall not have any duty to disclose,
and shall not be liable for the failure to disclose, except as expressly set forth in the Agreement and in the other Loan
Documents, any information relating to the borrower or any of its affiliates that is communicated to or obtained by the
Administrative Agent, Sustainability Structuring Agent, or any of their affiliates in any capacity. The Administrative
Agent and Sustainability Structuring Agent shall not be responsible for or have any duty to ascertain or inquire into (i)any statement, warranty or representation made in or in connection with the Loan Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or inconnection herewith or therewith, (iii) the performance or observance of any covenant, agreement or other term or
condition set forth herein or therein or the occurrence of any default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v)the satisfaction of any conditions precedent set forth in the Loan Agreement, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent or Sustainability Structuring Agent.
8.4.
Reliance by the Administrative Agent. The Administrative Agent and Sustainability Structuring Agentshall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice,consent, certificate, affidavit, letter, telecopy, email message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons andupon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and otherexperts reasonably selected by the Administrative Agent and Sustainability Structuring Agent. The Administrative
Agent and Sustainability Structuring Agent shall be fully justified in failing or refusing to take any action under thisAgreement or any other Loan Document unless the Administrative Agent and Sustainability Structuring Agent shallfirst receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, allLenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all
liability and expense that may be incurred by it by reason of taking or continuing to take any such action. In
determining compliance with any condition to the making of a loan, or the issuance, extension, renewal or increase ofa Letter of Credit, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the
Administrative Agent receives notice to the contrary from such Lender prior to the making of such loan or theissuance of such Letter of Credit. The Administrative Agent and Sustainability Structuring Agent shall in all cases befully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents inaccordance with a request of the Required Lenders (or, if so specified by this Agreement or any other Loan
Document, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Term Loans. The Administrative Agent and Sustainability Structuring
Agent shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts.
8.5.
Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of theoccurrence of any Default or Event of Default unless it has received written notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice ofdefault”. In the event that the Administrative Agent receives such a notice, it shall give notice thereof to the Lenders.
The Administrative Agent shall take such action with respect to such Default or Event of Default as shall bereasonably directed by the Required Lenders (or, if so specified by this Agreement or any other Loan Document, all
Lenders); provided that unless and until the Administrative Agent shall have received such directions, theAdministrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, withrespect to such Default or Event of Default as the Administrative Agent shall deem advisable in the best interests of
the Lenders. The Administrative Agent shall not be obligated to follow any direction by Required Lenders if the
Administrative Agent reasonably determines that such direction is in conflict with any provisions of any applicable law,and the Administrative Agent shall not, under any circumstances, be liable to any Lenders, the Borrower or any otherperson or entity for following the direction of Required Lenders. At all times, if the Administrative Agent acting at thedirection of the Required Lenders advises the Lenders that it wishes to proceed in good faith with respect to any
enforcement action, each of the Lenders will cooperate in good faith with respect to such enforcement action.
8.6. Non-Reliance on the Agent and Other Lenders. Each Lender expressly acknowledges that neither the
Agent, the Sustainability Structuring Agent, nor any of their respective officers, directors, employees, agents,
attorneys in fact or affiliates have made any representations or warranties to it and that no act by any Agent or the
Sustainability Structuring Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a
Loan Party, shall be deemed to constitute any representation or warranty by any Agent or the Sustainability
Structuring Agent to any Lender. Each Lender represents to the Agent and Sustainability Structuring Agent that it has,
independently and without reliance upon any Agent or the Sustainability Structuring Agent, any other Lender andbased on such documents and information as it hasdeemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial andother condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its
Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently andwithout reliance upon any Agent, the Sustainability Structuring Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to
make such investigation as it deems necessary to inform itself as to the business, operations, property, financial andother condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and otherdocuments expressly required to be furnished to the Lenders by the Administrative Agent or the Sustainability
Structuring Agent hereunder, the Administrative Agent and Sustainability Structuring Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan
Party that may come into the possession of the Administrative Agent, the Sustainability Structuring Agent, or any of
their officers, directors, employees, agents, attorneys in fact or affiliates.
It is understood and agreed that the Administrative Agent and the Sustainability Structuring Agent make noassurances as to (i) whether this Agreement meets any Loan Party or Lender criteria or expectations with regard toenvironmental impact and sustainability performance, or (ii) whether the characteristics of the relevant sustainability
performance targets and/or key performance indicators included in the Agreement, including any environmental andsustainability criteria or any computation methodology with respect thereto, meet any industry standards forsustainability-linked credit facilities. It is further understood and agreed that neither the Administrative Agent nor the
Sustainability Structuring Agent shall have any responsibility for (or liability in respect of) reviewing, auditing orotherwise evaluating any calculation by any Loan Party of (i) the relevant sustainability performance targets and/or
key performance indicators or (ii) any Sustainability Adjustment (or any of the data or computations that are part of or
related to any such calculation) set forth in any Sustainability Pricing Certificate (and the Administrative Agent may
rely conclusively on any such certificate, without further inquiry, when implementing any such pricing adjustment).
8.7.
Indemnification. To the extent the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent, the Sustainability Structuring Agent or any other agent under Section 9.5, the Lenders severally
agree to indemnify the Agent in their capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their respective Term Percentage in effect on thedate on which indemnification is sought under this Section 8.7 (or, if indemnification is sought after the date uponwhich the Term Commitments shall have terminated and the Term Loans shall have been paid in full, ratably inaccordance with such Term Percentage immediately prior to such date), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kindwhatsoever that may at any time (whether before or after the payment of the Term Loans) be imposed on,incurred by or asserted against such Agent, in any way relating to or arising out of, the Term Commitments, thisAgreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection
with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are foundby a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s, grossnegligence or willful misconduct. The agreements in this Section 8.7 shall survive the payment of the Term Loans andall other amounts payable hereunder.
8.8.
Agent and Sustainability Structuring Agent in Their Individual Capacity. Each Agent, the Sustainability
Structuring Agent and their affiliates may make loans to, accept deposits from and generally engage in any kind of
business with any Loan Party as though such Agent or Sustainability Structuring Agent, as applicable, were not an
Agent or Sustainability Structuring Agent, as applicable. With respect to its Term Loans made or renewed by it, eachAgent and the Sustainability Structuring Agent shall have the same rights and powers under this Agreement and theother Loan Documents as any Lender and may exercise the same as though it were not an Agent or the
Sustainability Structuring Agent, as applicable, and the terms “Lender” and “Lenders” shall include each Agent or the
Sustainability Structuring Agent in their individual capacity.
8.9. Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30
days’ notice to the Lenders and any Loan Party. If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, which successor agent shall be subject to approval by the Borrower (which approvalshall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers
and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent
effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as an
Administrative Agent shall be terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor agent
has accepted appointment as an Administrative Agent by the date that is ten (10) days following the retiring
Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall neverthelessthereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After theretiring Administrative Agent’s resignation, the provisions of this Section 8 and Section 9.5 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other
Loan Documents.
8.10.
Successor Sustainability Structuring Agent. The Sustainability Structuring Agent may resign as
Sustainability Structuring Agent upon 30 days’ notice to theLenders and any Loan Party. If the Sustainability Structuring Agent shall resign as Sustainability Structuring Agentunder this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among theLenders a successor agent for the Lenders, which successor agent shall be subject to approval by the Borrower(which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to
the rights, powers and duties of the Sustainability Structuring Agent, and the term “Sustainability Structuring Agent”
shall mean such successor agent effective upon such appointment and approval, and the former Sustainability
Structuring Agent’s rights, powers and duties as an Sustainability Structuring Agent shall be terminated, without anyother or further act or deed on the part of such former Sustainability Structuring Agent or any of the parties to thisAgreement or any holders of the Term Loans. If no successor agent has accepted appointment as an Sustainability
Structuring Agent by the date that is ten (10) days following the retiring Sustainability Structuring Agent’s notice of
resignation, the retiring Sustainability Structuring Agent’s resignation shall nevertheless thereupon become effective,
and the Lenders shall assume and perform all of the duties of the Sustainability Structuring Agent hereunder until
such time, if any, as the Required Lenders appoint a successor agent as provided for above. After the retiring
Sustainability Structuring Agent’s resignation, the provisions of this Section 8 and Section 9.5 shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Sustainability Structuring Agent under this Agreement
and the other Loan Documents.
8.11.

Payments.

(a) If the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender(any such Lender or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole
discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds
received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneouslytransmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known tosuch Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment
or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous
Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shallat all times remain the property of the Administrative Agent, and such Lender shall (or, with respect to any Payment
Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event
later than two Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment(or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together
with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof)
was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day
funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent inaccordance with banking industry rules on interbank compensation from time to time in effect. A notice of the
Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Payment Recipient hereby further agrees that if it
receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment ofprincipal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in adifferent amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment
sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment (a“Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z) that such Payment
Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in eachcase:(i) an error may have been made (in the case of immediately preceding clauses (x) or (y)) or an error
has been made (in the case of immediately preceding clause (z)) with respect to such payment, prepayment or
repayment; and(ii)such Payment Recipient shall promptly (and, in all events, within one Business Day of its
knowledge of such error) notify the Administrative Agent of its receipt of such payment, pre-payment or
repayment, the details thereof and that it is so notifying the Administrative pursuant to this Section 8.11(b).
(c) Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at
any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Administrative
Agent to such Lender from any source, against any amount due to the Administrative Agent under immediately
preceding clause (a) or under the indemnification provisions of this Agreement.
(d) In the event an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for
any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a),from any Lender that has received such Erroneous Payment (or portion thereof) (or from any Payment Recipient who
received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an“Erroneous Payment Return Deficiency”), upon the Administrative Agent’s request to such Lender or Issuing Lenderat any time, (i) such Lender shall be deemed to have assigned its Term Loans (but not its Term Commitments) withrespect to which such Erroneous Payment was made in an amount equal to the Erroneous Payment Return
Deficiency (such assignment of the Term Loans (but not Term Commitments), the “Erroneous Payment Deficiency
Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative
Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment
and Acceptance (or, to the extent applicable, an agreement incorporating an Assignment and Assumption byreference pursuant to an approved electronic platform as to which the Administrative Agent and such parties are
participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any
Notes evidencing such Term Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as theassignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment and (iii) upon suchdeemed acquisition, the Administrative Agent as the assignee Lendershall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning
Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment,
excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its
applicable Term Commitments which shall survive as to such assigning Lender. For the avoidance of doubt, no
Erroneous Payment Deficiency Assignment will reduce the Term Commitments of any Lender and such Term
Commitments shall remain available in accordance with the terms of this Agreement.
(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such
Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds
received by the Administrative Agent from the Borrower or any other Loan Party used to make such Erroneous
Payment.
(f)
To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an
Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off
or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any
Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any
similar doctrine(g) Each party’s obligations, agreements and waivers under this Section 8.11 shall survive the resignation or
replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, thetermination of the Term Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any
portion thereof) under any Loan Document.
8.12.

Other Terms.

(a)
The Administrative Agent and Sustainability Structuring Agent shall be entitled to take any action or
refuse to take any action which the Administrative Agent or Sustainability Structuring Agent regards as necessary for
the Administrative Agent or Sustainability Structuring Agent to comply with any applicable law, regulation or court
order.
(b)
Notwithstanding anything to the contrary set forth herein, each reference to any discretion of the
Administrative Agent or Sustainability Structuring Agent herein or to any action that is required to be satisfactory to
any Administrative Agent or the Sustainability Structuring Agent or determined by any Administrative Agent or
Sustainability Structuring Agent, shall be deemed to refer to the Administrative Agent or Sustainability Structuring
Agent taking direction from the Lenders or the Required Lenders with respect to such discretion or approval, as
applicable.
8.13. Enforcement by the Administrative Agent. All rights of action under this Agreement and under the Notes
hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative
Agent in furtherance of such enforcement shall be brought in its name as Administrative Agent without thenecessity of joining as plaintiffs or defendants any other Lenders, and the recovery of any judgment shall be for the
benefit of Lenders subject to the expenses of the Administrative Agent.
8.14. Withholding Tax. Each Lender shall severally indemnify the Administrative Agent, within 10 days after
demand therefor, for (i) any Non-Excluded Taxes or Other Taxes attributable to such Lender (but only to the extent
that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes or Other Taxes
and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure tocomply with the provisions of Section 9.6(c) relating to the maintenance of a Participant Register and (iii) any
Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent in connection withany Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not suchTaxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to theamount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent
manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at
any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the
Administrative Agent under this Section 8.14. The agreements in this Section 8.14 shall survive the resignation and/or
replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the terminationof this Agreement and the repayment, satisfaction or discharge of all other Obligations.
8.15.
Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to
the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, theSustainability Structuring Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt,
to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise)of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of andperformance of the Term Loans, the Term Commitments, or this Agreement.
(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption
for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a classexemption for certain transactions involving insurance company general accounts), PTE 90-1 (a classexemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (aclass exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a classexemption for certain transactions determined by in-house asset managers), is applicable with respect to such
Lender’s entrance into, participation in, administration of and performance of the Term Loans, the Term
Commitments and this Agreement.

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager”(within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made theinvestment decision on behalf of such Lender to enter into, participate in, administer and perform the Term
Loans, the Term Commitments and this Agreement, (C) the entrance into, participation in, administration ofand performance of the Term Loans, the Term Commitments and this Agreement satisfies the requirements of
sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, therequirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Term Loans, the Term Commitments and thisAgreement, or(iv)
such other representation, warranty and covenant as may be agreed in writing between the
Administrative Agent, in its sole discretion, and such Lender.
(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lenderor such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in theimmediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to
the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent andSustainability Structuring Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other
Loan Party, that the Administrative Agent and Sustainability Structuring Agent are not fiduciaries with respect to theassets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of
the Term Loans, the Term Commitments and this Agreement (including in connection with the reservation or exercise
of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto
or thereto).
Section 9_____
Miscellaneous
9.1.

Amendments and Waivers.

(a) Subject to Section 2.25(f), none of this Agreement, any Note, any other Loan Document, nor any terms
hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of thisSection 9.1. The Required Lenders and each Loan Party party to the relevant Loan Documents may, or, with thewritten consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan
Document may, from time to time, (I) enter into written amendments, supplements or modifications hereto or to theother Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents orchanging in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (II) waive, onsuch terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify insuch instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event ofDefault and its consequences; provided, however, that no such waiver and no such amendment, supplement or
modification shall (A)(i) forgive the principal amount or extend the final scheduled date of maturity of any Term Loan,(ii) reduce the stated rate of any interest or fee payable hereunder (including, for the avoidance of doubt, theSustainability Margin Adjustment) (except in connection with the waiver of applicability of any post-default increase ininterest rates (which waiver shall be effective with the consent of the Required Lenders)) or extend the scheduled
date of any payment thereof, (iii) increase the amount or extend the expiration date of any Lender’s Term
Commitment (it being understood that a waiver of any Event of Default or Default shall not be deemed to be anincrease in the amount of or extension of the expiration date of any Lender’s Term Commitments), (iv) release all or
substantially all of the Guarantors (except as expressly permitted by the Loan Documents, including in accordancewith Section 9.14) or (v) amend, modify or waive any provision of Section 9.7(a), in each case without the writtenconsent of each Lender directly affected thereby, (B) without the consent of all the Lenders, (i) amend, modify or
waive any provision of this Section 9.1(a) or any other provision of any Section hereof expressly requiring the consent
of all the Lenders (except, in either case, for technical amendments with respect to additional extensions of credit
pursuant to this Agreement which afford protections to such additional extensions of credit of the type provided to theTerm Commitments on the Closing Date), or (ii) reduce the percentage specified in or otherwise change the definition
of Required Lenders (it being understood that, with the consent of the Required Lenders or as otherwise permitted
hereunder, additional extensions of credit pursuant to this Agreement may be included in the determination of theRequired Lenders on substantially the same basis as the extensions of Term Commitments are included on the
Closing Date), or (iii) change Section 2.14 in a manner that would alter the pro rata sharing of payments required
thereby (other than as permitted thereby or by Section 9.1(b)), (C) amend, modify or waive any provision of Section 8
or any other provision of this Agreement or the other Loan Documents, which affects, the rights, duties or obligationsof the Administrative Agent without the written consent of the Administrative Agent and (D) [reserved]; provided further
that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent
hereunder without the prior written consent of the Administrative Agent. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, theLenders, the Administrative Agent and all future holders of the Term Loans. In the case of any waiver, the Loan
Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder andunder any other Loan Documents, and any Default or Event of Default waived shall be deemed to have not occurredor to be cured and not continuing, as the parties may agree; but no such waiver shall extend to any subsequent orother Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary
contained in this Section 9.1, any amendment, supplement or modification related to Section 2.25, Section 5.2(d) and
Schedule 1.3 (and any component definitions thereof related to sustainability provisions) shall require, in addition tothe other requirements set forth in this Agreement, the consent of the Sustainability Structuring Agent.
(b) Notwithstanding anything to the contrary contained in this Section 9.1, if the Administrative Agent and the
Borrower shall have jointly identified an obvious error

or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents,
then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment
shall become effective without any further action or consent of any other party to any Loan Document if the same is
not objected to in writing by the Required Lenders within ten (10) Business Days following receipt of notice thereof.
Notwithstanding anything to the contrary in this Agreement or the other Loan Documents, the Administrative Agent ishereby irrevocably authorized by each Lender (and each such Lender expressly consents), without any further actionor the consent of any other party to any Loan Document, to make any technical amendments to the Guarantee
Agreement to correct any cross-references therein to any provision of this Agreement that may be necessary in orderto properly reflect the amendments made to this Agreement.
(c)
Notwithstanding anything to the contrary contained in the Loan Documents, the Term Loans of any
Lender that is at the time a Defaulting Lender shall not have any voting or approval rights under the Loan Documents
and shall be excluded in determining whether all Lenders, all affected Lenders or the Required Lenders have taken or
may take any action hereunder (including any consent to any amendment or waiver pursuant to this Section 9.1);
provided that any waiver, amendment or modification (i) requiring the consent of all Lenders or (ii) each affected
Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent ofeach Defaulting Lender.
9.2.

Notices.

(a)
All notices, requests and demands to or upon the respective parties hereto to be effective shall be inwriting (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when received, addressed as follows in the case of the Loan Parties and the Administrative Agent, andas set forth in the administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or tosuch other address as may be hereafter notified by the respective parties hereto and any future parties:
The Borrower:

Micron Technology, Inc.
8000 S. Federal Way
Boise, ID 83716-9632
Attention: General Counsel
with copies (which shall not constitute notice) to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
Attention: Erik Franks
Email: [Omitted]@wsgr.com
Telecopier No.: 650-493-6811

The Administrative Agent:

Wells Fargo Bank, National Association
MAC D1109-019

1525 West W.T. Harris Blvd.
Charlotte, NC 28262
Attention: Syndication Agency Services
Facsimile Number: (888) 879-5899
Email: [Omitted]@wellsfargo.com
with copies (which shall not constitute notice) to:
Simpson Thacher & Bartlett LLP
425 Lexington Ave
New York, NY 10017
Attention: Justin M. Lungstrum
Telecopier No.: 212-455-2502
The Sustainability
Structuring Agent:

Credit Agricole Corporate and Investment Bank
1301 Avenue of the Americas
New York, NY, 10019
Attn: Fanny Charrier
Telephone: 212-261-3931
Email: [Omitted]@ca-cib.com
with copies (which shall not constitute notice) to:
Simpson Thacher & Bartlett LLP
425 Lexington Ave
New York, NY 10017
Attention: Justin M. Lungstrum
Telecopier No.: 212-455-2502(b)
Notices and other communications to the Lenders and the Sustainability Structuring Agent hereunder
may be delivered or furnished by electronic communications (including e-mail and Internet or intranet websites orother information platform) (the “Platform”) pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Sections 2.2, 2.4, 2.6, 2.7(e), 2.10, 2.11, 2.12, 2.14 and 2.17
unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such procedures may be limited toparticular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and othercommunications sent to an e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, returne-mail or other written acknowledgement), provided that if such notice or other communication is not sent during thenormal business hours of the recipient, such notice or communication shall be deemed to have been sent at the
opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an
Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at

its e-mail address as described in the foregoing clause (i) of notification that such notice or communication isavailable and identifying the website address therefor.
(c) Each of the Loan Parties understands that the distribution of material through an electronic medium is notnecessarily secure and that there are confidentiality and other risks associated with such distribution and agrees andassumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct
or gross negligence of the Administrative Agent or Sustainability Structuring Agent, as determined by a final, nonappealable judgment of a court of competent jurisdiction.
(d) The Platform and any Approved Electronic Communications are provided “as is” and “as available”. Noneof the Agent or any of their respective officers, directors, employees, agents, advisors or representatives warrant theaccuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each
expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No
warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particularpurpose, non-infringement of third party rights or freedom from viruses or other code defects is made by any of theAgent or the Sustainability Structuring Agent or any of their respective officers, directors, employees, agents, advisors
or representatives in connection with the Platform or the Approved Electronic Communications. In no event shall theAgent or the Sustainability Structuring Agent have any liability to the Borrower, any Lender, Issue or any other personor entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or
expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s
Transmission of Communications through the internet or the approved electronic platform except where suchliabilities result from the Agent or Sustainability Structuring Agent’ bad faith, willful misconduct, gross negligence ormaterial breach as determined in a final, nonappealable judgment by a court of competent jurisdiction.
(e) Each of the Loan Parties, the Lenders, and the Agent agree that Administrative Agent may, but shall not
be obligated to, store any Approved Electronic Communications on the Platform in accordance with the Administrative
Agent’s customary document retention procedures and policies.
9.3. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan
Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.
9.4. Survival of Representations and Warranties. All representations and warranties made hereunder, in theother Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection
herewith shall survive

the execution and delivery of this Agreement and the making of the Term Loans and the other extensions of credit
hereunder.
9.5. Payment of Expenses. The Borrower agrees (a) to pay or reimburse each of the Administrative Agentand the Sustainability Structuring Agent for all its reasonable out-of-pocket costs and expenses reasonably incurredin connection with (i) the development, negotiation, preparation, execution and delivery of this Agreement, the Notes
and any other documents prepared in connection herewith or therewith, including any amendment, supplement or
modification to any of the foregoing and (ii) the consummation and administration of the transactions contemplated
hereby and thereby, and the reasonable fees and disbursements of one counsel to the Administrative Agent, theSustainability Structuring Agent and the Arrangers, taken as a whole (and to the extent necessary, one local counsel
in each relevant jurisdiction for all such entities, taken as a whole and, solely in the case of an actual or potential
conflict of interest, one additional local counsel in each relevant jurisdiction to the affected entities similarly situated,taken as a whole), and security interest filing and recording fees and expenses, (b) to pay or reimburse theAdministrative Agent, the Sustainability Structuring Agent, each Lender for all its reasonable costs and expenses
reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, theNotes, the other Loan Documents and any such other documents following the occurrence and during thecontinuance of an Event of Default, including without limitation, the reasonable fees and disbursements of one
counsel to the Administrative Agent, the Sustainability Structuring Agent and the Lenders and each of their respective
affiliates, taken as a whole (other than during an Event of Default, in which case, the Administrative Agent shall beentitled to its own counsel separate from the Sustainability Structuring Agent, the Lenders) (and, to the extent
reasonably necessary, one local counsel in each relevant jurisdiction for all such entities, taken as a whole, and,solely in the case of an actual or potential conflict of interest, one additional local counsel in each relevant jurisdiction
to the affected entities similarly situated, taken as a whole, and (c) to pay, and indemnify and hold harmless each
Lender, each Arranger, the Sustainability Structuring Agent, the Administrative Agent and each of their respective
Affiliates, directors, officers, employees, representatives, partners, advisors and agents (each, an “Indemnitee”) fromand against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance, preservation of rights and administration of this Agreement, the Notes, the other Loan Documents or
the use of the proceeds of the Term Loans or any of the foregoing in connection with (i) the violation of,
noncompliance with or liability under, any Environmental Law (including environmental claims and liabilities), (ii)consummation of the transactions contemplated thereby; or (iii) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto andthe reasonable fees and expenses of one legal counsel for the Indemnitees taken as a whole in connection withclaims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all theforegoing in this clause (c), collectively, the “indemnified liabilities”), provided that the Borrower shall have no
obligation hereunder to any Indemnitee with respect to indemnified liabilities to the extent

determined by the final non-appealable judgment of a court of competent jurisdiction to have resulted from the badfaith, gross negligence or willful misconduct of such Indemnitee or any of such Indemnitee’s Related Persons;provided, further, that the Borrower shall in no event be responsible for consequential, indirect, special or punitive
damages to any Indemnitee pursuant to this Section 9.5 except such consequential, indirect, special or punitive
damages required to be paid by such Indemnitee in respect of any indemnified liabilities. Without limiting theforegoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its
Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution
or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages,
costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might haveby statute or otherwise against any Indemnitee. To the extent permitted by applicable law, no party to this agreement
shall assert, and each Loan Party hereby waives, on behalf of itself and its Subsidiaries, any claim against any
Indemnitee and its affiliates, directors, officers, employees, attorneys, representatives, agents or sub-agents, on any
theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)(whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement)
arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Loan Document or
any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions
contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof or any act or omission or event
occurring in connection therewith, and the each Loan Party hereby waives, releases and agrees, on behalf of itself
and each of its respective Subsidiaries, not to sue upon any such claim or any such damages, whether or not
accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to in clause above shallbe liable for any damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems in connection with
the Agreement or the other Loan Documents or the transactions contemplated thereby. All amounts due under thisSection 9.5 shall be payable not later than 10 days after written demand therefor. The agreements in this Section
shall survive the termination of this Agreement and repayment of the Term Loans and all other amounts payable
hereunder. This Section 9.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim.
9.6.

Successors and Assigns; Participations.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and assigns permitted, except that (i) unless otherwise permitted by Section 6.3 hereof,
the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior writtenconsent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall benull and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except inaccordance with this Section.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or moreassignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Term Commitments and the Term Loans at the time owing to it) with the prior written consent of:(A)
the Borrower (such consent not to be unreasonably withheld, delayed or conditioned),
provided that no consent of the Borrower shall be required for an assignment to a Lender, a depository
institution affiliate of a Lender having access to discount window credit of the Federal Reserve (asdefined below) or, if an Event of Default under Section 7.1(a) or (b) has occurred and is continuing, anyother Person;(B)
the Administrative Agent (such consent not to be unreasonably withheld, delayed or
conditioned), provided that no consent of the Administrative Agent shall be required for an assignment
to a Lender, an affiliate of a Lender or an Approved Fund; and(ii)

Assignments shall be subject to the following additional conditions:(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or
an assignment of the entire remaining amount of the assigning Lender’s Term Commitments or Term Loans,the amount of the Term Commitments or Term Loans of the assigning Lender subject to each such assignment(determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, provided that (1) no such consent of the Borrower shall be required if an Event of
Default under Section 7.1(a) or (b) has occurred and is continuing and (2) such amounts shall be aggregatedin respect of each Lender and its affiliates or Approved Funds, if any;(B)(1) the parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of $3,500 (although the Borrower
shall not be responsible for the payment of the recordation fee unless the Borrower has chosen to replace a
Lender pursuant to Section 2.22) and (2) the assigning Lender shall have paid in full any amounts owing by itto the Administrative Agent;(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the Borrower and its Affiliates and theirrelated parties or their respective securities) will be made available and who may receive such information inaccordance with the assignee’s compliance procedures and applicable laws, including federal and state
securities laws; and(D)none of the Loan Parties, their respective Affiliates, any natural person or a Defaulting Lendershall be an Assignee hereunder.

For the purposes of this Section 9.6, “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.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after
the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights andobligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of theinterest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement(and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights andobligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to beentitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.5 for the period of time in which it was a Lenderhereunder. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does notcomply with this Section 9.6 shall be treated for purposes of this Agreement as a sale by such Lender of aparticipation in such rights and obligations in accordance with paragraph (c) of this Section.
(iv)
The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shallmaintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for therecordation of the names and addresses of the Lenders, and the Term Commitments of, and principal amount(and interest amounts) of the Term Loans owing to, each Lender pursuant to the terms hereof from time to time(the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the Borrower, theAdministrative Agent and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding noticeto the contrary. The Register shall be available for inspection by the Borrower or any Lender at any reasonable
time and from time to time upon reasonable prior notice. Any assignment shall be effective only upon
appropriate entries with respect thereto being made in the Register.
(v) Upon its receipt of an Assignment and Acceptance (executed via an electronic settlement system
acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), by atransferor Lender and an Assignee, as the case may be (and, in the case of an Assignee that is not then a
Lender, by the Administrative Agent and the Borrower to the extent required under this Section 9.6), together
with payment to the Administrative Agent by the transferor Lender or the Assignee of a recordation andprocessing fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative
Agent), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance, (ii) on theeffective date of such transfer determined pursuant thereto record the information contained therein inthe Register and (iii) give notice of such acceptance and recordation to the transferor Lender, the Assignee
and the Borrower.
(c)
Any Lender may, without the consent of or notice to the Borrower or the Administrative Agent, sellparticipations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights andobligations under this Agreement (including all or a portion of its Term Loans owing to it); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent and theother Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights andobligations under this Agreement and (D) none of the Loan Parties, their respective Affiliates, any natural person or a
Defaulting Lender shall be a Participant hereunder. Any agreement pursuant to which a Lender sells such aparticipation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan
Documents and to approve any amendment, modification or waiver of any provision of this Agreement and any other
Loan Document or to otherwise exercise its voting righting rights under this Agreement and any other Loan
Document; provided that such agreement may provide that such Lender will not, without the consent of theParticipant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly
affected thereby pursuant to the proviso to the second sentence of Section 9.1(a) and (2) directly affects such
Participant. Subject to paragraph (c)(i) of this Section, the Borrower agrees that each Participant shall be entitled tothe benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations of such sections andSections 2.18 and 2.22 and it being understood that the documentation required under Section 2.16(e) shall bedelivered solely to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall beentitled to the benefits of Section 9.7(b) as though it were a Lender, provided such Participant shall be subject toSection 9.7(a) as though it were a Lender.
(i) A Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17
than the applicable Lender would have been entitled to receive with respect to the participation sold to such
Participant, except to the extent that any entitlement to a greater payment results from a change in any
Requirement of Law arising after such Participant became a Participant.
(ii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agentof the Borrower, maintain a register on which it enters the name and address of each participant and theprincipal amounts (and related interest amounts) of each participant’s interest in the Term Loans or otherobligations under this Agreement (the “Participant Register”). The entries in a Participant Register shall beconclusive, absent manifest error, and such Lender shall treat each person whose name is recorded in theParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any
notice to the contrary. No Lender shall have any obligation to disclose all or any portion of a Participant
Register to any Person (including the identity of any

Participant or any information relating to a Participant’s interest in any Term Loans) except to the extent thatsuch disclosure is necessary to establish that such Term Loan is in registered form under Section 5f.103(c) of
the United States Treasury Regulations or, if different, under Sections 871(h) or 881(c) of the Code.
(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under
this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.
(e)Subject to Section 9.15, the Borrower authorizes each Lender to disclose to any Transferee and any
prospective Transferee (in each case which agrees to comply with the provisions of Section 9.15 or confidentiality
requirements no less restrictive on such prospective transferee than those set forth in Section 9.15) any and all
financial information in such Lender’s possession concerning the Borrower and its Affiliates which has been delivered
to such Lender by or on behalf of the Borrower pursuant to this Agreement or any other Loan Document or which has
been delivered to such Lender by or on behalf of the Borrower in connection with such Lender’s credit evaluation of
the Borrower and its Affiliates prior to becoming a party to this Agreement.
9.7.

Adjustments; Setoff.

(a) Except to the extent that this Agreement, any other Loan Document or a court order expressly provides or
permits for payments to be allocated to a particular Lender or to the Lenders, if any Lender (a “Benefited Lender”)
shall receive any payment of all or part of the Obligations owing to it (other than in connection with an assignment or
participation made pursuant to Section 9.6), or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by setoff or otherwise), in a greater proportion than any such payment to or collateral received by anyother Lender, if any, in respect of the Obligations owing to such other Lender, such Benefited Lender shall purchasefor cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other
Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to causesuch Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders;provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited
Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of suchrecovery, but without interest.
(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right,
unless otherwise agreed in writing by such Lender with the Borrower, without notice to the Borrower, any such noticebeing expressly waived by the Borrower to the extent permitted by applicable law, upon any Obligations becoming
due and payable by the Borrower (whether at the stated maturity, by acceleration or otherwise), to apply to thepayment of such Obligations, by setoff or otherwise, any andall deposits (general or special, time or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender, any affiliate thereof or any of their respective branches oragencies to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower andthe Administrative Agent after any such application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such application.
9.8. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one andthe same instrument. Delivery of an executed signature page of this Agreement by facsimile or email transmission
shall be effective as delivery of a manually executed counterpart hereof. The words “execution”, “signed”, “signature”
and words of like import in this Agreement or in any other Loan Document shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may
be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global andNational Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws
based on the Uniform Electronic Transactions Act.
9.9. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating theremaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate orrender unenforceable such provision in any other jurisdiction.
9.10.
Integration. This Agreement and the other Loan Documents represent the entire agreement of the
Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there
are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative tothe subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
9.11.
GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESUNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
9.12.

Submission To Jurisdiction; Waivers.

(a)
Subject to clause (b)(iii) of this Section 9.12, each party hereto hereby irrevocably and unconditionallysubmits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan
Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the
exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern
District of New York, and appellate courts from anythereof, in each case that are located in the Borough of Manhattan, the City of New York;(b)

The Borrower hereby irrevocably and unconditionally:(i) agrees that any such action or proceeding shall be brought in such courts and waives any objectionthat it may now or hereafter have to the venue of any such action or proceeding in any such court or that suchaction or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;(ii) agrees that service of process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the
Borrower at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shallhave been notified pursuant thereto;(iii) agrees that nothing herein shall affect the right to effect service of process in any other mannerpermitted by law or shall limit the right of any Agent, any Arranger or any Lender to sue in any otherjurisdiction; and(iv) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in
any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential
damages.
9.13.

Acknowledgements. The Borrower hereby acknowledges that:(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other
Loan Documents;(b)
notwithstanding the provisions of this Agreement or any of the other Loan Documents, the Arrangers,
Syndication Agent and Documentation Agents shall have no powers, duties, responsibilities or liabilities with respect
to this Agreement and the other Loan Documents;(c)
the Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Lenders and their
Affiliates may have economic interests that conflict with those of the Borrower; and(d) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of thetransactions contemplated hereby among the Lenders or among the Borrower and the Lenders
9.14.

Guarantors; Release of Guarantors.

(a)
The Borrower may, at any time after the Closing Date, upon prior written notice to the Administrative
Agent, cause any of its Subsidiaries to become a Guarantor by causing such Subsidiary to execute and deliver to the
Administrative Agent a Subsidiary Guaranty, with respect to such Subsidiary, all in form and substance reasonably
satisfactory to the Administrative Agent.

(b)Notwithstanding anything to the contrary contained herein or in any other Loan Document, theAdministrative Agent is hereby irrevocably authorized by each Lender (and each such Lender hereby expressly
consents) (without requirement of notice to or consent of any Lender except as expressly required by Section 9.1(a)),
and the Administrative Agent hereby agrees with the Borrower, to take any action reasonably requested by the
Borrower to effect the release of any Guarantor from its guarantee obligations (i) to the extent necessary to permit
consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordancewith Section 9.1(a), including, in each case and without limitation, any sale, transfer or other disposition of any
Guarantor (other than to the Borrower or another Guarantor), and (ii) under the circumstances described in paragraph(c) below (and, upon the consummation of any such transaction in preceding clause (i) or (ii), such Guarantor shall be
released from its obligations hereunder).
(c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Lenders
hereby agree, and the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of
notice to or consent of any Lender) to take any action required by the Borrower having the effect of releasing a
Guarantor from its guarantee obligations hereunder if (i) all or substantially all of the assets of such Guarantor havebeen sold or otherwise disposed of (including by way of merger or consolidation) to a Person that is not a Borrower ora Guarantor or (ii) such Guarantor has been liquidated or dissolved.
(d)

The Guarantee of the Obligations by any Guarantor will terminate upon:(i) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such
Guarantor such that such Guarantor is no longer a Restricted Subsidiary of the Borrower; and(ii)
if such Guarantor was not required to Guarantee the Obligations, but did so at its option, therequest by such Guarantor of release at any time; provided that after giving effect to such release the Borrower
would be in compliance with the covenant set forth in Section 6.1.
The Administrative Agent will execute any documents reasonably required in order to evidence the release of any
Guarantor from its obligations under its Guarantee pursuant to the foregoing.
9.15. Confidentiality. Each Agent, each Arranger and each Lender agrees to keep confidential all non-public
information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection withthis Agreement; provided that nothing herein shall prevent any Agent, any Arranger, any Lender from disclosing any
such information (a) to the Administrative Agent, any other Lender or any affiliate thereof (so long as such affiliate
agrees to be bound by the provisions of this Section 9.15), (b) subject to an agreement to comply with provisions noless restrictive than this Section 9.15, or to any actual or prospective Transferee (or any professional advisor to suchcounterparty), (c) to its employees, directors, officers, agents, attorneys, accountants, partners and other professional
advisors (including insurance brokers) or those of any of its affiliates, (d) upon the request or demand, or inaccordance with therequirements (including reporting requirements), of any Governmental Authority having jurisdiction over such Lender,
provided that to the extent permitted by law, such Lender shall promptly notify the applicable Loan Party of suchdisclosure (except with respect to any audit or examination conducted by bank accountants or any governmentalbank authority exercising examination or regulatory authority), in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any Requirement of Law or other legal process,provided that to the extent permitted by law, such Lender shall promptly notify the applicable Loan Party of suchdisclosure (except with respect to any audit or examination conducted by bank accountants or any governmentalbank authority exercising examination or regulatory authority), (e) if requested or required to do so in connection withany litigation or similar proceeding; provided that to the extent permitted by law, such Lender shall promptly notify theapplicable Loan Party of such disclosure, (f) to the extent such information has been independently developed bysuch Lender or that has been publicly disclosed other than in breach of this Agreement, (g) to the National
Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that
requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect tosuch Lender, (h) in connection with the exercise of any remedy hereunder or under any other Loan Document and (i)any other disclosure with the written consent of the Borrower.
Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by
the Borrower or the Administrative Agent pursuant to, or in the course of administering this Agreement or the other
Loan Documents, will be syndicate-level information, which may (except as provided in the following paragraph)contain material non-public information concerning the Borrower and its Affiliates and their related parties or theirrespective securities. Accordingly, each Lender confirms to the Borrower and the Administrative Agent that (i) it hasdeveloped compliance procedures regarding the use of material non-public information, (ii) it has identified in its
administrative questionnaire a credit contact who may receive information that may contain material non-public
information in accordance with its compliance procedures and applicable law, including federal and state securities
laws and (iii) it will handle such material non-public information in accordance with those procedures and applicablelaw, including federal and state securities laws.
The Borrower acknowledges that certain of the Lenders may be “public-side” Lenders (Lenders that do notwish to receive material non-public information with respect to the Borrower, its subsidiaries or their securities) (each,a “Public Lender”) and, if documents required to be delivered pursuant to Section 5.1 or 5.2 or otherwise are being
distributed through the Platform, the Borrower agrees to designate those documents or other information that aresuitable for delivery to the Public Lenders as such. Any document that the Borrower has indicated contains non-public
information shall not be posted on that portion of the Platform designated for such Public Lenders. If the Borrower has
not indicated whether a document delivered pursuant to Section 5.1 or 5.2 contains non-public information, theAdministrative Agent reserves the right to post such document or notice solely on that portion of the Platform
designated for Lenders who wish to receive material nonpublic information with respect to the Borrower, its
Subsidiaries and their securities. The Borrower acknowledges and agrees

that copies of the Loan Documents may be distributed to Public Lenders (unless the Borrower promptly notifies the
Administrative Agent that any such document contains material non-public information with respect to the Borrower or
its securities).
9.16.
WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT, THE
SUSTAINABILITY STRUCTURING AGENT AND THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THISAGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
9.17. Patriot Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Loan
Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that
identifies each Loan Party, which information includes the name and address of such Loan Party and otherinformation that will allow such Lender to identify such Loan Party in accordance with the Patriot Act. The Borrower
shall, and shall cause each of its Subsidiaries to, provide, to the extent commercially reasonable, such informationand take such actions as are reasonably requested by each Lender and the Administrative Agent to maintaincompliance with the Patriot Act.
9.18. No Fiduciary Duty. Each Agent, each Lender, the Arrangers, the Syndication Agent, the Documentation
Agents and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may haveeconomic interests that conflict with those of the Borrower, its stockholders and/or its affiliates. The Borrower agrees
that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency
relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower, its
stockholders or its affiliates, on the other. The Borrower acknowledges and agrees that (i) the transactions
contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) arearm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower, on the other, and (ii)in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary
responsibility in favor of the Borrower, its stockholders or its affiliates with respect to the transactions contemplated
hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective ofwhether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its affiliates onother matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan
Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its
management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower
has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible formaking its own independent judgment with respect to such transactions and the process leading thereto. The
Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, orowes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
None of the Arrangers, Syndication Agent and Documentation Agents identified on the cover page or signature pagesof this Agreement shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement
or any of the otherLoan Documents, except in its capacity, as applicable, as a Lender hereunder. Without limiting any other provision ofthis Article, none of such Arrangers, Syndication Agent and Documentation Agents in their respective capacities assuch shall have or be deemed to have any fiduciary relationship with any Lender, the Administrative Agent or any
other Person by reason of this Agreement or any other Loan Document.
9.19. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to
the contrary in any Loan Document or in any other agreement, arrangement or understanding among any suchparties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan
Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of theapplicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any
such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial
Institution; and(b)the effects of any Bail-in Action on any such liability, including, if applicable:(1)

a reduction in full or in part or cancellation of any such liability;(2) a conversion of all, or a portion of, such liability into shares or other instruments of ownership insuch Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it orotherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu
of any rights with respect to any such liability under this Agreement or any other Loan Document; or(3) the variation of the terms of such liability in connection with the exercise of the Write-Down andConversion Powers of the applicable Resolution Authority.
9.20. Interest Rate Limitations. Notwithstanding anything herein to the contrary, if at any time the interest rateapplicable to any Term Loan, together with all Charges, shall exceed the maximum lawful rate (the “Maximum Rate”)
which may be contracted for, charged, taken, received or reserved by the Lender holding such Term Loan inaccordance with applicable law, the rate of interest payable in respect of such Term Loan, together with all Charges
payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Term Loan but were not payable as a result of the operation of thisSection 9.20 shall be cumulated and the interest and Charges payable to such Lender in respect of other Term Loansor periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together withinterest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such
Lender.

9.21.
Existing Credit Agreement. In connection with the termination of the Existing Credit Agreement, theBorrower’s repayment of outstanding eurodollar loans under the Existing Credit Agreement is on a day that is not thelast day of an Interest Period (as defined in the Existing Credit Agreement). Each Lender that is a party to the Existing
Credit Agreement hereby waives its rights to indemnification and payment under clause (c) of the first sentence ofSection 2.20 of the Existing Credit Agreement.

IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and theyear first written.
BORROWER: MICRON TECHNOLOGY, INC.

By:
Name:
Title:[Signature Page to Micron Technology, Inc. Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and a Lender

By:
Name:
Title:[Signature Page to Micron Technology, Inc. Credit Agreement][●],
as a Lender

By:
Name:
Title:[Signature Page to Micron Technology, Inc. Credit Agreement]

SCHEDULE 1.3- Sustainability Performance Thresholds[Omitted]

EXHIBIT B[Omitted]

EXHIBIT C[Omitted]

EXHIBIT 31.1
RULE 13a-14(a) CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
I, Sanjay Mehrotra, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Micron Technology, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; andd. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant's internal control over financial reporting; and5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalentfunctions):a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; andb. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting.
Date:

June 29, 2023

/s/ Sanjay Mehrotra
Sanjay Mehrotra
President and Chief Executive Officer and Director

EXHIBIT 31.2
RULE 13a-14(a) CERTIFICATION OF
CHIEF FINANCIAL OFFICER
I, Mark Murphy, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Micron Technology, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; andd. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant's internal control over financial reporting; and5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalentfunctions):a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; andb. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting.
Date:

June 29, 2023

/s/ Mark MurphyMark Murphy
Executive Vice President and Chief Financial Officer

EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. 1350
I, Sanjay Mehrotra, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the
Quarterly Report of Micron Technology, Inc. on Form 10-Q for the period ended June 1, 2023, fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Quarterly Report on Form 10-Q fairly presents, inall material respects, the financial condition and results of operations of Micron Technology, Inc.
Date:

June 29, 2023

/s/ Sanjay Mehrotra
Sanjay Mehrotra
President and Chief Executive Officer and Director

EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350
I, Mark Murphy, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the
Quarterly Report of Micron Technology, Inc. on Form 10-Q for the period ended June 1, 2023, fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Quarterly Report on Form 10-Q fairly presents, inall material respects, the financial condition and results of operations of Micron Technology, Inc.
Date:

June 29, 2023

/s/ Mark MurphyMark Murphy
Executive Vice President and Chief Financial Officer