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 3, 2021☐

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 for such
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 24, 2021 was 1,125,753,560.

☐
No ☒MicronCorporate
ProfileFounded over 40 years ago on
October 5, 1978
Headquartered in
Boise, Idaho, USA

4th

Largest semiconductor company
in the world*

135

On the 2021 Fortune 500

44,000+Patents granted and growing**

17

Countries**

13

Manufacturing sites and
14 customer labs**~40,000
Team members***Based on Gartner Market Share:
Semiconductors by End Market,
Worldwide, 2020 (April 2021), excluding
IP/software revenue.
**Micron data as of September 3, 2020.
Media Inquiries
mediarelations@micron.com
Government Inquiries
govaffairs@micron.com
Investor Inquiries
investorrelations@micron.com

It’s All About Data

Data is today’s new business currency, and memoryand storage are strategic differentiators which will
redefine how we extract value from data to expand theglobal economy and transform our society.

Who We Are
Micron designs, develops, and manufactures industry-leading memory and storage
products. By providing foundational capability for innovations like AI and 5G acrossdata center, the intelligent edge, and consumer devices, we unlock innovation
across industries including healthcare, automotive, and communications. Our
technology and expertise are central to maximizing value from cutting-edge
computing applications and new business models which disrupt and advance theindustry.

Our Vision
As a global leader in memory and storage solutions, we are transforming how theworld uses information to enrich life for all. By advancing technologies to collect,
store, and manage data with unprecedented speed and efficiency, we lead thetransformation of data to information intelligence. In a world of change, we remain
nimble, delivering products that help inspire the world to learn, communicate, andadvance faster than ever.

Our Commitment
The world has come to expect our delivery of innovative solutions and ourcustomers depend on our integrity. We rededicate ourselves daily to demonstrating
our environmental conscience, an inclusive team culture where all voices are heard
and respected, and engaging in our communities to enrich life for all.

Global Product Portfolio
DRAM | NAND | NOR | Solid-State Drives | Graphics and High Bandwidth Memory (HBM) |Managed NAND and Multichip Packages

Connect with us on micron.com© 2021 Micron Technology, Inc. All rights reserved. Information, products, and/or specifications are subject to change without notice. Micron, the Micron logo, and all other Micron
trademarks are the property of Micron Technology, Inc. All other trademarks are the property of their respective owners. Rev 06/21 CCMMD-1707390403-3712

Table of Contents
Introduction
Part I. Financial Information
Item 1.
Financial Statements:
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
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

2

4
5
6
7
9
10
28
31
35
37
38
38
38
57
58
59

1

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:Term2023 Notes
2024 Notes
2024 Term Loan A

Definition

Term

Definition

IMFT
InoteraIntelIM Flash Technologies, LLC
Inotera Memories, Inc.
Intel Corporation

2025 Notes
2026 Notes
2027 Notes

2.497% Senior Notes due 2023
4.640% Senior Notes due 2024
Senior Term Loan A due 2024 entered into on
May 14, 2021
5.500% Senior Notes due 2025
4.975% Senior Notes due 2026
4.185% Senior Notes due 2027

LIBOR
LPDRAM
MCP

2029 Notes
2030 Notes
2032D Notes

5.327% Senior Notes due 2029
4.663% Senior Notes due 2030
3.125% Convertible Senior Notes due 2032

DDR
EBITDA

Double Data Rate
Earnings before interest, taxes, depreciation,
and amortization
Senior Term Loan A due 2024 repaid on May
14, 2021
Graphics Double Data Rate

Micron
MMJ
Revolving Credit
Facility
SOFR
SSD

London Interbank Offered Rate
Low-power DRAM
Multichip packaged solutions with managed
NAND and LPDRAM
Micron Technology, Inc. (Parent Company)
Micron Memory Japan, G.K.
$2.5 billion Revolving Credit Facility due May
2026
Secured Overnight Financing Rate
Solid State Drive

TI

Texas Instruments Incorporated

Extinguished 2024
Term Loan A
GDDRMicron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory and storage solutions transforming
how the world uses information to enrich life for all. With a relentless focus on our customers, technology leadership, and manufacturing andoperational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory and storage products throughour Micron® and Crucial® brands. Every day, the innovations 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. Intel and 3D XPoint are trademarks of Intel
Corporation or its subsidiaries. Other product names or trademarks that are not owned by Micron are for identification purposes only and may
be the trademarks of their respective owners.

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 (the“SEC”), press releases, public conference calls, and webcasts. We use these channels to achieve broad, non-exclusionary distribution of
information to the public and for complying with our disclosure obligations under Regulation FD. Therefore, we encourage investors, themedia, and others interested in our company to review the information we post on such channels.

2 | 2021 Q3 10-Q

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," "plans," "opportunities,""future," "believe," "target," "on track," "estimate," "continue," "likely," "may," "will," "would," "should," "could," and variations of such words andsimilar expressions. Specific forward-looking statements include, but are not limited to, statements such as those made regarding the impact
of coronavirus disease 2019 (“COVID-19”) to our business; the completion of and timing for closing the pending sale of our Lehi facility; thesufficiency of our cash and investments; and capital spending in 2021. 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.”

3

PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS

Micron Technology, Inc.
Consolidated Statements of Operations(In millions, except per share amounts)(Unaudited)
Quarter ended
June 3,
May 28,2021
2020
Revenue
Cost of goods sold
Gross margin$

Nine months ended
June 3,
May 28,2021
2020

7,422 $
4,296
3,126

5,438
3,675
1,763

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

670
230
453
(26)
1,799

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
Net income attributable to noncontrolling interests$

Net income attributable to Micron
Earnings per share
Basic
Diluted$Number of shares used in per share calculations
Basic
Diluted19,431 $12,9206,511

15,37910,895
4,484

649
216
4
6
888

1,958
658
466
101
3,328

1,970
650
10
8
1,846

8
(46)
45
1,806

23
(51)
10
870

28
(136)
62
3,282

101
(144)
55
1,858

(65)
(6)
1,735

(68)
3
805

(164)
23
3,141

(144)
6
1,720

—
1,735 $

(2)
803 $

—
3,141 $

(21)
1,699

1.55 $
1.52

0.72
0.71

2.81 $
2.75

1.53
1.50

1,121
1,145

1,111
1,129

1,119
1,141

1,110
1,131

See accompanying notes to consolidated financial statements.

4 | 2021 Q3 10-Q$$

Micron Technology, Inc.
Consolidated Statements of Comprehensive Income(In millions)(Unaudited)
Quarter ended
June 3,
May 28,2021
2020
Net income$

1,735 $

805$

3,141 $

1,720

$

(32)
(2)
—
—
(34)
1,701
—
1,701 $

(3)
2
(1)
—
(2)
803
(2)
801 $

(20)
(6)
1
1
(24)
3,117
—
3,117 $

(18)
—
(2)
—
(20)
1,700
(21)
1,679

Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments
Gains (losses) on investments
Pension liability adjustments
Cumulative translation adjustments
Other comprehensive income (loss)
Total comprehensive income
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Micron

Nine months ended
June 3,
May 28,2021
2020

See accompanying notes to consolidated financial statements.

5

Micron Technology, Inc.
Consolidated Balance Sheets(In millions, except par value amounts)(Unaudited)
June 3,2021

As ofAssetsCash and equivalents
Short-term investments
Receivables
Inventories
Assets held for sale
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 3,
2020

7,759 $
590
4,231
4,537
966
478
18,561
1,399
32,209
558
350
822
1,228
816
55,943 $

7,624
518
3,912
5,373
—
538
17,965
1,048
31,031
584
334
707
1,228
781
53,6784,427 $
297
738
5,462
6,418
513
722
569
13,684

5,817
270
548
6,635
6,373
533
643
498
14,682120
9,285
36,452(3,645)47
42,25955,943 $119
8,917
33,384(3,495)71
38,99653,678Commitments and contingencies
Shareholders’ equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,203 shares issued and 1,120 outstanding(1,194 shares issued and 1,113 outstanding as of September 3, 2020)
Additional capital
Retained earnings
Treasury stock, 83 shares held (81 shares held as of September 3, 2020)
Accumulated other comprehensive income (loss)
Total equity$

Total liabilities and equity

See accompanying notes to consolidated financial statements.

6 | 2021 Q3 10-Q

Micron Technology, Inc.
Consolidated Statements of Changes in Equity(In millions)(Unaudited)
Common Stock
Accumulated
Number
Other
Total
of
Additional Retained Treasury Comprehensive Shareholders’Shares Amount
Capital Earnings Stock
Income (Loss)
EquityBalance at September 3, 2020
Net income
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock
Balance at December 3, 2020
Net income
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock
Balance at March 4, 2021
Net income
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock
Cash settlement of convertible notes
Balance at June 3, 2021

1,194 $——
5—
(1)
1,198 $——
4——
1,202 $——
1———
1,203 $

119 $
—
—
1
—
—
120 $
—
—
—
—
—
120 $
—
—
—
—
—
—
120 $

8,917 $ 33,384 $ (3,495) $
—
803
—
—
—
—
33
—
—
92
—
—
(8)
(49)
—
9,034 $ 34,138 $ (3,495) $
—
603
—
—
—
—
105
—
—
97
—
—
(2)
(18)
—
9,234 $ 34,723 $ (3,495) $
—
1,735
—
—
—
—
8
—
—
96
—
—
(1)
(6)
(150)
(52)
—
—
9,285 $ 36,452 $ (3,645) $

71 $
—
39
—
—
—
110 $
—
(29)
—
—
—
81 $
—
(34)
—
—
—
—
47 $

38,996
803
39
34
92
(57)
39,907
603
(29)
105
97
(20)
40,663
1,735
(34)
8
96
(157)
(52)
42,259See accompanying notes to consolidated financial statements.

7

Micron Technology, Inc.
Consolidated Statements of Changes in Equity(In millions)(Unaudited)
Micron Shareholders
Common Stock

Accumulated
Number
Other
Total Micron Noncontrollingof
Additional Retained Treasury Comprehensive Shareholders’Interest in
Shares Amount
Capital Earnings Stock
Income (Loss)
EquitySubsidiary
Balance at August 29, 2019
Net income
Other comprehensive income (loss),net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock
Acquisition of noncontrolling interest
Cash settlement of convertible notes
Balance at November 28, 2019
Net income
Other comprehensive income (loss),net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock
Settlement of capped calls
Cash settlement of convertible notes
Balance at February 27, 2020
Net income
Other comprehensive income (loss),net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock
Cash settlement of convertible notes
Balance at May 28, 2020

1,182 $—

118 $—

8,214 $ 30,761 $ (3,221) $
—
491
—

9 $
—

35,881 $491

889 $36,770
15
506

—
3
—
—
—
—
1,185 $
—

—
1
—
—
—
—
119 $
—

—
—
—
31
—
—
72
—
—
(6)
(34)
(50)
123
—
—
(6)
—
—
8,428 $ 31,218 $ (3,271) $
—
405
—

(3)
—
—
—
—
—
6 $
—

(3)
32
72
(90)
123
(6)
36,500 $
405

—
(3)
—
32
—
72
—
(90)
(904)
(781)
—
(6)
— $36,500
—
405

—
7
—
(1)
—
—
1,191 $
—

—
—
—
—
—
—
119 $
—

—
—
—
121
—
—
85
—
—
(4)
(21)
(45)
98
—
(98)
(3)
—
—
8,725 $ 31,602 $ (3,414) $
—
803
—

(15)
—
—
—
—
—
(9) $
—

(15)
121
85
(70)
—
(3)
37,023 $
803

—
(15)
—
121
—
85
—
(70)
—
—
—
(3)
— $37,023
—
803

—
1
—
—
—
1,192 $

—
—
—
—
—
119 $

—
—
—
4
—
—
82
—
—
—
(3)
(40)
(47)
—
—
8,764 $ 32,402 $ (3,454) $

(2)
—
—
—
—
(11) $

(2)
4
82
(43)
(47)
37,820 $

—
(2)
—
4
—
82
—
(43)
—
(47)
— $37,820

See accompanying notes to consolidated financial statements.

8 | 2021 Q3 10-Q

Total
EquityMicron Technology, Inc.
Consolidated Statements of Cash Flows(In millions)(Unaudited)
June 3,2021

Nine months ended
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation expense and amortization of intangible assets
Amortization of debt discount and other costs
Restructure and asset impairments
Stock-based compensation(Gain) loss on debt prepayments, repurchases, and conversions
Change in operating assets and liabilities
Receivables
Inventories
Accounts payable and accrued expenses
Deferred income taxes, net
OtherNet cash provided by operating activities$

May 28,2020

3,141 $

1,720

4,593
22
446
285
1

4,083
20
(7)
239
(40)

(340)
814
(309)
(94)
25
8,584

(461)
(248)
700
26
3
6,035

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 sales of available-for-sale securities
Proceeds from government incentives
Other
Net cash provided by (used for) investing activities(8,015)(1,919)
1,024
473
335
47
(8,055)(5,943)
(793)
636
1,157
140
(48)
(4,851)

Cash flows from financing activities
Repayments of debt
Payments on equipment purchase contracts
Acquisition of noncontrolling interest in IMFT
Proceeds from issuance of debt
Other
Net cash provided by (used for) financing activities(1,344)
(139)
—
1,188
(142)
(437)

(4,286)
(49)
(744)
5,000
(56)
(135)

44

(8)

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

$

136
7,690
7,826 $

1,041
7,279
8,320

See accompanying notes to consolidated financial statements.

9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 3,
2020. Except for the significant accounting policy associated with inventories as discussed below, there have been no changes to oursignificant accounting policies since our Annual Report on Form 10-K for the year ended September 3, 2020.

Basis of Presentation
The accompanying consolidated financial statements include the accounts of Micron and our consolidated subsidiaries and have been
prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) consistent in all material
respects with those applied in our Annual Report on Form 10-K for the year ended September 3, 2020, except for changes in accounting andpresentation of inventories. See “Inventories” below for changes to our significant accounting policies, and the “Inventories” note for additional
information.
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 2021 contains 52 weeks and our fiscal 2020
contained 53 weeks. The first three quarters of fiscal 2021 and 2020 each contained 13 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 andaccompanying notes included in our Annual Report on Form 10-K for the year ended September 3, 2020.
Through October 31, 2019, IMFT was a consolidated variable interest entity. We acquired Intel’s noncontrolling interest in IMFT on October
31, 2019, at which time IMFT became a wholly-owned subsidiary.

Inventories
Effective as of the beginning of the second quarter of 2021, we changed the method of inventory costing from average cost to first-in, first-out(“FIFO”). The difference between average cost and FIFO was not material to any previously reported financial statements. Therefore, we haverecognized the cumulative effect of the change as a reduction of inventories and a charge to cost of goods sold of $133 million as of the
beginning of the second quarter of 2021.
Inventories are stated at the lower of cost or net realizable value, with cost being determined on a FIFO basis. Cost includes depreciation,
labor, material, and overhead costs, including product and process technology costs. When net realizable value (which requires projecting
future average selling prices, sales volumes, and costs to complete products in work in process inventories) is below cost, we record a charge
to cost of goods sold to write down inventories to their estimated net realizable value in advance of when inventories are actually sold. We
review the major characteristics of product type and markets in determining the unit of account for which we perform the lower of cost or net
realizable value analysis and categorize all inventories (including DRAM, NAND, and other memory) as a single group. We remove amounts
from inventory and charge such amounts to cost of goods sold on a FIFO basis.

10 | 2021 Q3 10-Q

Recently Adopted Accounting Standards
In November 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-18 – Collaborative Arrangements, which clarifies
that certain transactions between collaborative arrangement participants should be accounted for as revenue when the collaborative
arrangement participant is a customer in the context of a unit of account and precludes recognizing as revenue consideration received from acollaborative arrangement participant if the participant is not a customer. We adopted ASU 2018-18 in the first quarter of 2021 under the
retrospective adoption method to the date we adopted ASC 606, which was August 31, 2018. The adoption of this ASU did not have asignificant impact on our financial statements.
In June 2016, the FASB issued ASU 2016-13 – Measurement of Credit Losses on Financial Instruments, which requires a financial asset (or agroup of financial assets) measured on the basis of amortized cost to be presented at the net amount expected to be collected. This ASU
requires that the income statement reflect the measurement of credit losses for newly recognized financial assets as well as the increases ordecreases of expected credit losses that have taken place during the period. This ASU requires that credit losses of debt securities
designated as available-for-sale be recorded through an allowance for credit losses and limits the credit loss to the amount by which fair value
is below amortized cost. We adopted ASU 2016-13 in the first quarter of 2021 under the modified retrospective adoption method. The
adoption of this ASU did not have a significant impact on our financial statements.

Recently Issued Accounting Standards
In August 2020, the FASB issued ASU 2020-06 – Debt – Debt with Conversion and Other Options and Derivatives and Hedging – Contracts
in Entity’s Own Equity, which simplifies the accounting for convertible debt instruments by reducing the number of accounting models and thenumber of embedded conversion features that could be recognized separately from the primary contract. This ASU requires a convertible
debt instrument to be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation andrecognition as derivatives. This ASU requires an entity to use the if-converted method in the diluted earnings per share calculation forconvertible instruments. This ASU will be effective for us in the first quarter of 2023, with early adoption permitted beginning in the first quarterof 2022, and permits the use of either the modified retrospective or fully retrospective method of transition. We are evaluating the timing andeffects of our adoption of this ASU on our financial statements.

Lehi, Utah Fab and 3D XPoint
In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory and storage innovations for thedata center market. In connection therewith, we determined that there was insufficient market validation to justify the ongoing investments
required to commercialize 3D XPointTM at scale. Accordingly, we ceased development of 3D XPoint technology and engaged in discussions
with potential buyers for the sale of our facility located in Lehi that was dedicated to 3D XPoint production. As a result, we classified theproperty, plant, and equipment as held for sale and ceased depreciating the assets. On June 30, 2021, we announced that we have enteredinto a definitive agreement to sell our Lehi facility to Texas Instruments for cash consideration of $900 million. The sale is anticipated to closelater this calendar year.
In the third quarter of 2021, we recognized a charge of $435 million included in restructure and asset impairments (and a tax benefit of$104 million included in income tax (provision) benefit) to write down the assets held for sale to the expected consideration, net of estimatedselling costs, to be realized from the sale of these assets and liabilities. The impairment charge was based on Level 3 inputs including
expected consideration and the composition of assets included in the sale, which were derived from the agreement with TI. In the second
quarter of 2021, we also recognized a charge of $49 million to cost of goods sold to write down 3D XPoint inventory due to our decision tocease further development of this technology.

11As of June 3, 2021, the significant balances of assets held for sale in connection with our Lehi facility were as follows:
June 3,2021

As of
Property, plant, and equipment
Other current assets
Impairment$

Lehi assets held for sale

$

1,343
52
(435)
960

As of June 3, 2021, we also had a $51 million finance lease obligation included in the current portion of long-term debt and $12 million ofother liabilities that we expect to transfer with the sale. The expected cash consideration, net of estimated selling expenses, approximates the
carrying value of the net assets and liabilities expected to transfer in the sale, after giving effect to the impairment charge discussed above.

Cash and Investments
Substantially all of our marketable debt and equity investments were classified as available-for-sale as of the dates noted below. Cash andequivalents and the fair values of our available-for-sale investments, which approximated amortized costs, were as follows:
June 3, 2021
September 3, 2020
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
Government securities
Asset-backed
securities
Commercial paper
Restricted cash(4)Cash, cash equivalents,$
and restricted cash

5,153 $

— $

— $

5,153

822

—

—

1,763
—
—

44
285
113

—
21

73
75
590 $

7,759 $
67
7,826

$

3,996 $

— $

— $

3,996

822

1,828

—

—

1,828

—
893
124

1,807
1,178
237

1,740
3
6

10
266
115

2
592
243

1,752
861
364

382
—
1,399 $

455
96
9,748

1
50

31
96
518 $

211
—
1,048 $

243
146
9,190

7,624 $
66
$

7,690

The maturities of long-term marketable securities 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 3, 2021
or September 3, 2020.
(4) Restricted cash is included in 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.
(1)(2)

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

12 | 2021 Q3 10-Q

In addition to the amounts included in the table above, we had $142 million and $92 million of nonmarketable equity investments without areadily determinable fair value that were included in other noncurrent assets as of June 3, 2021 and September 3, 2020, respectively. We
recognized gains in other non-operating income on these nonmarketable investments of $42 million and $52 million in the third quarter andfirst nine months of 2021, respectively, and $14 million and $13 million in the third quarter and first nine months of 2020, respectively. Thesegains primarily resulted from adjustments of these investments to the value indicated by transactions in the same or similar investments.

Receivables
June 3,2021

As of
Trade receivables
Income and other taxes
Other

$

$

3,827 $
213
191
4,231 $

September 3,
2020
3,494
232
186
3,912

Inventories
June 3,2021

As ofFinished goods
Work in process
Raw materials and supplies

$

$

604 $
3,479
454
4,537 $

September 3,
2020
1,001
3,854
518
5,373

Effective as of the beginning of the second quarter of 2021, we changed our method of inventory costing from average cost to FIFO. Thischange in accounting principle is preferable because in an environment with continuously changing production costs FIFO more closely
matches the actual cost of goods sold with the revenues from sales of those specific units, better represents the actual cost of inventories
remaining on hand at any period-end, and improves comparability with our semiconductor industry peers. The change to FIFO was notmaterial to any prior periods, nor was the cumulative effect of $133 million material to the second quarter of 2021. As such, prior periods were
not retrospectively adjusted, and the cumulative effect was reported as an increase to cost of goods sold for the second quarter of 2021 of$133 million, with an offsetting reduction to beginning inventories. This charge resulted in a corresponding reduction to operating income, a$128 million reduction to net income, and an $0.11 reduction to diluted earnings per share for both the second quarter and first nine months of
2021.
Beginning in the second quarter of 2021, we changed the classification of spare parts for equipment to better align with the manner in which
they are used in operations. As a result, we now present spare parts as other current assets and no longer as a component of raw materials
inventories. This reclassification was applied on a retrospective basis. As a result, $256 million of spare parts were presented in other current
assets as of June 3, 2021, and we reclassified $234 million of spare parts from inventories to other current assets in the accompanying
balance sheet as of September 3, 2020.

13

Property, Plant, and Equipment
June 3,
2021

As of
Land
Buildings
Equipment(1)Construction in progress(2)Software$280 $13,89349,9691,553
955
66,650(34,441)
32,209 $Accumulated depreciation
$
(1)
(2)

September 3,
2020
352
13,981
48,5251,600
873
65,331(34,300)
31,031

Includes costs related to equipment not placed into service of $1.32 billion as of June 3, 2021 and $1.63 billion as of September 3, 2020.
Includes building-related construction, tool installation, and software costs for assets not placed into service.

Intangible Assets and Goodwill
June 3, 2021
Gross
Accumulated
AmountAmortization

As of
Product and process technology
Goodwill

$

663 $
1,228

September 3, 2020
Gross
Accumulated
AmountAmortization(313) $

616 $
1,228

(282)

In the first nine months of 2021 and 2020, we capitalized $82 million and $50 million, respectively, for product and process technology withweighted-average useful lives of 9 years and 10 years, respectively. Expected amortization expense is $21 million for the remainder of 2021,$69 million for 2022, $59 million for 2023, $53 million for 2024, and $32 million for 2025.

Leases
The components of lease expense are presented below:
Quarter ended
June 3,
May 28,2021
2020
Finance lease cost
Amortization of right-of-use assets
Interest on lease liabilities
Operating lease cost

$

$

16 $
5
28
49 $

Nine months ended
June 3,
May 28,
2021
2020
29
6
27
62

$

$

49 $
15
82
146 $

Short-term and variable lease expenses were not significant and are presented within operating lease costs in the table above. Sublease
income was not significant for any period presented.

14 | 2021 Q3 10-Q

108
17
75
200

Other information related to our leases was as follows:
June 3,2021

Nine months ended
Cash flows used for operating activities
Finance leases
Operating leases(1)Cash flows used for financing activities from financing leases
Noncash acquisitions of right-of-use assets
Finance leases
Operating leases(1)$

May 28,
2020
16 $
80
61

18
15
171

164
19

81
32

Includes $48 million of reimbursements received for tenant improvements for the nine months ended May 28, 2020.
June 3,2021

As ofFinance lease right-of-use assets (included in property, plant, and equipment and assets held forsale)
Weighted-average remaining lease term (in years)
Finance leases
Operating leases
Weighted-average discount rate
Finance leases
Operating leases$

September 3,
2020

541

$

426

5
7

5
7

3.62 %
2.64 %

4.51 %
2.67 %

Maturities of lease liabilities existing as of June 3, 2021 were as follows:
For the year ending

Finance Leases

Remainder of 2021
2022
2023
2024
2025
2026 and thereafterLess imputed interest

$

$

27 $
110
97
71
56
340
(103)
598 $

Operating
Leases
14
72
68
61
50
413
(111)
567

The table above excludes any lease liabilities for leases that have been executed but have not yet commenced. As of June 3, 2021, we hadsuch lease liabilities relating to 1) operating lease payment obligations of $147 million for the initial 10-year lease term for a building, whichmay, at our election, be terminated after 3 years or extended for an additional 10 years, and 2) finance lease obligations of $807 million over aweighted-average period of 15 years for leases embedded in gas supply arrangements. We will recognize right-of-use assets and associatedlease liabilities at the time such assets become available for our use.

15

Accounts Payable and Accrued Expenses
June 3,2021

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

$

September 3,
2020

1,640 $
1,422
873
220
272
4,427 $

$

2,191
2,374
849
237
166
5,817

Debt
As of

StatedRate

Finance lease obligations
2023 Notes
2024 Notes
2024 Term Loan A
2026 Notes
2027 Notes(1)2029 Notes
2030 Notes
2032D Notes
MMJ Creditor Payments
Extinguished 2024 Term Loan A

N/A
2.497 %
4.640 %
0.975 %
4.975 %
4.185 %
5.327 %
4.663 %
3.125 %
N/A
N/A

June 3, 2021
Net Carrying Amount
Effective
LongRate
Current
Term
Total
3.62 % $2.64 %
4.76 %
1.01 %
5.07 %
4.27 %
5.40 %
4.73 %
6.33 %
N/A
N/A
$

144 $
—
—
—
—
—
—
—
152
1
—
297 $

454 $
1,247
598
1,186
498
894
696
845
—
—
—
6,418 $

598
1,247
598
1,186
498
894
696
845
152
1
—
6,715

September 3, 2020
Net Carrying Amount
LongCurrent
Term
Total
$

$

76 $
—
—
—
—
—
—
—
131
1
62
270 $

410 $
1,245
598
—
498
895
696
845
—
—
1,186
6,373 $

486
1,245
598
—
498
895
696
845
131
1
1,248
6,643

(1) On April 21, 2021, we entered into fixed-to-floating interest rate swaps on the 2027 Notes with an aggregate $900 million notional amountequal to the principal amount of the 2027 Notes. The resulting variable interest paid is at a rate equal to SOFR plus approximately 3.33%.

Revolving Credit Facility
On May 14, 2021, we terminated our existing undrawn credit facility and entered into a new five-year unsecured Revolving Credit Facility.
Under the Revolving Credit Facility, we can draw up to $2.50 billion which would generally bear interest at a rate equal to LIBOR plus 1.00%
to 1.75%, depending on our corporate credit ratings. Any amounts outstanding under the Revolving Credit Facility would mature in May 2026
and amounts borrowed may be prepaid without penalty. As of June 3, 2021, no amounts were outstanding under the Revolving Credit Facility
and $2.50 billion was available to us.
Under the terms of the Revolving Credit Facility, we must maintain a leverage ratio, calculated as of the last day of each fiscal quarter, of total
indebtedness to adjusted EBITDA not to exceed 3.25 to 1.00. The Revolving Credit Facility contains other covenants that, among otherthings, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries to (1) create or incur certain liens and enter
into sale and lease-back transactions, (2) create, assume, incur, or guarantee certain additional secured indebtedness and unsecured
indebtedness of our restricted subsidiaries, and (3) consolidate with or merge with or into, or convey, transfer, lease, or otherwise dispose of
all or substantially all of our assets, to another entity. These covenants are subject to a number of limitations, exceptions, and qualifications.

16 | 2021 Q3 10-Q

2024 Term Loans
On May 14, 2021, we drew $1.19 billion under an unsecured 2024 Term Loan A and used the proceeds to repay the $1.19 billion
Extinguished 2024 Term Loan A. The 2024 Term Loan A bears interest at a rate equal to LIBOR plus 0.625% to 1.375% based on our current
corporate credit ratings. The principal amount is due October 2024 and may be prepaid without penalty. The 2024 Term Loan A contains thesame leverage ratio and substantially the same other covenants as the Revolving Credit Facility.

2032D Convertible Senior Notes
In the third quarter of 2021, holders of our 2032D Notes with an aggregate principal amount of $75 million converted their notes. We elected
to settle notes with an aggregate principal amount of $68 million with a combination of cash for the principal amount and shares of ourcommon stock for the remainder of the settlement amount. In the fourth quarter of 2021, we settled these conversions and issued 5.9 million
shares of our stock.
For the remaining converted notes with an aggregate principal amount of $7 million, we elected to settle the conversion obligation in excess ofthe principal amount in cash. As a result of our election to settle all amounts due upon conversion in cash for these notes, such settlement
obligations became derivative debt liabilities subject to mark-to-market accounting treatment based on the volume-weighted-average price ofour common stock over a period of 20 consecutive trading days. Accordingly, at the dates of our elections to settle the conversions in cash,
we reclassified the fair values of the equity components of each of the converted notes from additional capital to derivative debt liabilities
within current debt in our consolidated balance sheet. Notes with a principal amount of $3 million were not settled as of the end of the third
quarter of 2021 and the net carrying amount of convertible notes included $22 million for the fair values of the derivative debt liabilities.
On May 28, 2021, we notified holders of our 2032D Notes that we would redeem the remaining $59 million of principal amount of our 2032D
Notes on June 29, 2021. In connection with our notice, we made an irrevocable election to settle the conversion amount with a combination of
cash for the principal amount and shares of our common stock for the remainder of the settlement amount. In the fourth quarter of 2021,
holders converted substantially all of the 2032D Notes.
As of June 3, 2021, based on the $82.03 trading price of our common stock and the $9.98 conversion price, the aggregate conversion valueof $1.07 billion for the 2032D Notes exceeded the aggregate principal amount of $130 million by $938 million.

Contingencies
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 August 12, 2014, MLC Intellectual Property, LLC filed a patent infringement action against Micron in the U.S. District Court for the Northern
District of California. The complaint alleges that Micron infringes a single U.S. patent and seeks damages, attorneys’ fees, and costs.
On November 21, 2014, Elm 3DS Innovations, LLC (“Elm”) filed a patent infringement action against Micron; Micron Semiconductor Products,
Inc.; and Micron Consumer Products Group, Inc. in the U.S. District Court for the District of Delaware. On March 27, 2015, Elm filed anamended complaint against the same entities. The amended complaint alleges that unspecified semiconductor products of ours thatincorporate multiple stacked die infringe 13 U.S. patents and seeks damages, attorneys’ fees, and costs.
On December 15, 2014, Innovative Memory Solutions, Inc. filed a patent infringement action against Micron in the U.S. District Court for theDistrict of Delaware. The complaint alleges that a variety of our NAND products infringe17eight U.S. patents and seeks damages, attorneys’ fees, and costs. Subsequently, six patents were invalidated or withdrawn, leaving two
asserted patents in the District Court.
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
infringe a 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 infringe a Chinese patent by
manufacturing and selling certain Crucial DDR4 DRAM modules. The complaint seeks an order requiring MXA and MSS to destroy inventoryof 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 90 million Chinese yuan plus court fees incurred.
On April 3, 2018, MSS was served with another patent infringement complaint filed by Jinhua and two additional complaints filed by UMC in
the Fuzhou Court. The three additional complaints allege that MSS infringes three Chinese patents by manufacturing and selling certain
Crucial MX300 SSDs and certain GDDR5 memory chips. The two complaints filed by UMC each seek 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 for each complaint 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, and offering for sale the accused products in China; and to pay damagesof 98 million Chinese yuan plus court fees incurred. On October 9, 2018, UMC withdrew its complaint that alleged MSS infringed a Chinese
patent by manufacturing and selling certain GDDR5 memory chips.
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. The affected
products made up slightly more than 1% of our annualized revenue in 2018. We are complying with the ruling and have requested the Fuzhou
Court to reconsider or stay its decision.
On May 4, 2020, Flash-Control, LLC filed a patent infringement action against Micron in the U.S. District Court for the Western District ofTexas. 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, and costs.
On April 28, 2021, Netlist, Inc. filed two patent infringement actions against Micron, Micron Semiconductor Products, Inc. and Micron
Technology Texas, LLC in the U.S. District Court for the Western District of Texas. The first complaint alleges that a single U.S. patent isinfringed by certain of our non-volatile dual in-line memory modules. The second complaint alleges that three U.S. patents are infringed bycertain of our load-reduced dual in-line memory modules. Each complaint seeks injunctive relief, damages, attorneys’ fees, and costs.
On May 10, 2021, Vervain, LLC filed a patent infringement action against Micron, Micron Semiconductor Products, Inc., and Micron
Technology Texas, LLC 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.
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.

18 | 2021 Q3 10-Q

Qimonda
On 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 the Inotera
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 tothird parties; and (2) that Micron B.V. pay the Qimonda estate as compensation an amount to be specified for benefits derived by Micron B.V.
from ownership of the Inotera Shares. The interlocutory judgments had no immediate, enforceable effect and Micron, accordingly, has beenable to continue to operate with full control of the Inotera Shares subject to further developments in the case. On April 17, 2014, Micron andMicron B.V. filed a notice of appeal with the German Appeals Court challenging the District Court’s decision. After opening briefs, the Appeals
Court held a hearing on the matter on July 9, 2015, and 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 January 25, 2018, the court-appointed expert issued areport concluding that the amount paid by Micron was within an acceptable fair-value range. The Appeals Court held a subsequent hearing on
April 30, 2019, and on May 28, 2019, the Appeals Court remanded the case to the expert for supplemental expert opinion. On March 31,
2020, the expert presented a revised opinion to the Appeals Court which reaffirmed the earlier view that the amount paid by Micron was still
within an acceptable range of fair value. On March 4, 2021, the Appeals Court issued an order setting forth a new legal view that whether the2008 sale of Inotera Shares is voidable depends on the question whether, in October 2008, Qimonda had a restructuring plan in place, andwhether Micron was aware of and reasonably relied on that restructuring plan sufficient to form a belief that Qimonda was not imminently
illiquid.

Antitrust Matters
On April 27, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the Northern District ofCalifornia. Subsequently, two substantially identical cases were filed in the same court. The lawsuits purported to be on behalf of a nationwideclass of indirect purchasers of DRAM products. On September 3, 2019, the District Court granted Micron’s motion to dismiss and allowed theplaintiffs the opportunity to file a consolidated, amended complaint. On October 28, 2019, the plaintiffs filed a consolidated, amended
complaint that purported to be on behalf of a nationwide class of indirect purchasers of DRAM products. The amended complaint asserted
claims based on alleged price-fixing of DRAM products under federal and state law during the period from June 1, 2016 to at least February 1,
2018, and sought treble monetary damages, costs, interest, attorneys’ fees, and other injunctive and equitable relief. On December 21, 2020,
the District Court dismissed the plaintiffs’ claims and entered judgment against them. On January 19, 2021, the plaintiffs filed a notice ofappeal to the U.S. Court of Appeals for the Ninth Circuit. On May 3, 2021, several plaintiffs filed a substantially identical complaint in the U.S.
District Court for the Northern District of California purportedly on behalf of a nationwide class of indirect purchasers of DRAM products.

19

On June 26, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the Northern District ofCalifornia. Subsequently, four substantially identical cases were filed in the same court. On October 28, 2019, the plaintiffs filed aconsolidated, amended complaint. The consolidated complaint purported to be on behalf of a nationwide class of direct purchasers of DRAM
products. The consolidated complaint asserted claims based on alleged price-fixing of DRAM products under federal and state law during theperiod from June 1, 2016 through at least February 1, 2018, and sought treble monetary damages, costs, interest, attorneys’ fees, and otherinjunctive and equitable relief. On December 21, 2020, the District Court granted Micron’s motion to dismiss and granted the plaintiffs
permission to file a further amended complaint. On January 11, 2021, the plaintiffs filed a further amended complaint asserting substantiallythe same claims and seeking the same relief.
Additionally, six cases have been filed in the following Canadian courts: Superior Court of Quebec, the Federal Court of Canada, the Ontario
Superior Court of Justice, and the Supreme Court of British Columbia. The substantive allegations in these cases are similar to those
asserted in the cases filed in the United States.
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.

Securities Matters
On March 5, 2019, a derivative complaint was filed by a shareholder against certain current and former officers and directors of Micron,allegedly on behalf of and for the benefit of Micron, in the U.S. District Court for the District of Delaware alleging securities fraud, breaches offiduciary duties, and other violations of law involving misrepresentations about purported anticompetitive behavior in the DRAM industry. The
complaint seeks damages, fees, interest, costs, and other appropriate relief.
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
On December 5, 2017, Micron filed a complaint against UMC and Jinhua in the U.S. District Court for the Northern District of California. The
complaint alleges that UMC and Jinhua violated the Defend Trade Secrets Act, the civil provisions of the Racketeer Influenced and Corrupt
Organizations Act, and California’s Uniform Trade Secrets Act by misappropriating Micron’s trade secrets and other misconduct. Micron’scomplaint seeks damages, restitution, disgorgement of profits, injunctive relief, and other appropriate relief.
On June 13, 2019, current Micron employee, Chris Manning, filed a putative class action lawsuit on behalf of Micron employees subject to the
Idaho Wage Claim Act who earned a performance-based bonus after the conclusion of 2018 whose performance rating was calculated based
upon a mandatory percentage distribution range of performance ratings. On July 12, 2019, Manning and three other Company employees
filed an amended complaint as putative class action representatives. On behalf of themselves and the putative class, Manning and the threeother plaintiffs assert claims for violation of the Idaho Wage Claim Act, breach of contract, breach of the covenant of good faith and fairdealing, and fraud. On June 24, 2020, the court entered judgment in favor of Micron based on the statute of limitations, and the plaintiffs filed
a notice of appeal on July 23, 2020.
On July 31, 2020, Micron and Intel entered into a binding arbitration agreement under which the parties agreed to present to an arbitral panel
various financial disputes related to the IMFT joint venture between Micron and Intel, which ended October 31, 2019, and to other agreements
relating to the joint development, production, and sale of non-volatile memory products. Each party alleges that the other owes damages
relating to allegations of breach of one or more agreements.

20 | 2021 Q3 10-Q

On July 13, 2015, Allied Telesis, Inc. and Allied Telesis International (Asia) Pte Ltd. filed a complaint against Micron in the Superior Court ofCalifornia in Santa Clara alleging breach of implied and express warranties and fraudulent inducement to contract arising from plaintiffs’purchase of certain allegedly defective DDR1 products between 2008 and 2010. Through subsequent amendments to the complaint, theplaintiffs substituted Allied Telesis K.K. as plaintiff, withdrew the warranty claims, and added claims of fraudulent concealment, negligent
misrepresentation, negligence, and strict products liability. The plaintiff’s amended complaint seeks an unspecified award of damages,
including punitive damages and lost profits. On September 3, 2020, the Superior Court granted summary judgment dismissing the claims fornegligence and strict products liability and denied summary judgment as to the claims for negligent misrepresentation, fraudulent
concealment, and fraudulent inducement to contract. A trial is scheduled to begin on September 13, 2021.
In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated to indemnify another party.
It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional natureof our obligations and the unique facts and circumstances involved in each particular agreement. Historically, our payments under these typesof agreements have not had a material adverse effect on our business, results of operations, or financial condition.
We are unable to predict the outcome of the patent matters, Qimonda matter, antitrust matters, securities matters, binding arbitration withIntel, or any other 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.
We are currently a party to legal actions other than those described in this note 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.

EquityMicron Shareholders’ Equity
Common 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. In the third quarter and first nine months of2021, we repurchased 1.7 million shares of our common stock for $150 million. In the third quarter and first nine months of 2020, we
repurchased 0.9 million shares of our common stock for $40 million, and 2.8 million shares of our common stock for $134 million, respectively.
Through June 3, 2021, we had repurchased an aggregate of $2.99 billion under the authorization. The shares were recorded as treasury
stock.

21

Accumulated Other Comprehensive Income: Changes in accumulated other comprehensive income by component for the nine months
ended June 3, 2021 were as follows:
Cumulative
Unrealized
Foreign
Gains (Losses)
PensionGains (Losses)
Currency
on Derivative
LiabilityonTranslation
Instruments
Adjustments Investments
Adjustment
Total
As of September 3, 2020$
Other comprehensive income before reclassifications
Amount reclassified out of accumulated othercomprehensive income
Tax effects
Other comprehensive income (loss)$
As of June 3, 2021

45 $
(8)

19 $
—

8 $
(5)

(1) $
1

71
(12)

(30)
18
(20)
25 $

1
—
1
20 $

(3)
2
(6)
2 $

—
—
1
— $

(32)
20
(24)
47

Fair Value Measurements
The estimated fair values and carrying values of our outstanding debt instruments (excluding the carrying value of equity components of ourconvertible notes) were as follows:
June 3, 2021
September 3, 2020
Fair
Carrying
Fair
Carrying
As of
Value
Value
Value
Value
Notes
Convertible notes$

6,545 $
1,097

5,965
152

$

6,710 $
634

6,026
131

The fair values of our convertible notes were determined based on Level 2 inputs, including the trading price of our convertible notes whenavailable, our stock price, and interest rates based on similar debt issued by parties with credit ratings similar to ours. The fair values of ourother debt instruments were estimated based on Level 2 inputs, including discounted cash flows, the trading price of our notes whenavailable, and interest rates based on similar debt issued by parties with credit ratings similar to ours.
Assets classified as held for sale are carried at the lower of fair value less cost to sell or carrying value. Significant judgments andassumptions are required to estimate their fair values. Actual selling prices could vary significantly from our estimated fair value and we could
recognize additional losses in the event that the sales prices of assets classified as held for sale are lower than their carrying values.

22 | 2021 Q3 10-Q

Derivative Instruments
Notional orContractual
AmountAs of June 3, 2021
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$

Assets(1)

30 $
3
—

(65)
—
(2)

877
3
$

1
—
34 $

(1)
(25)
(93)

1,845 $

41 $

(2)

1,587

4
45 $

(1)
(3)

$
(1)
(2)

Liabilities(2)3,842 $
41
900

Derivative instruments without hedge accounting designation
Non-designated currency hedges
Convertible notes settlement obligation

As of September 3, 2020
Derivative instruments with hedge accounting designation
Cash flow currency hedges

Fair Value of

Included in receivables – other and other noncurrent assets.
Included in accounts payable and accrued expenses – other 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 for our
exposure to changes in currency exchange rates or commodity prices for certain capital expenditures and manufacturing costs. Forward andswap 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 do not use derivative instruments for speculative purposes. We recognized losses of $25 million and $8
million for the third quarter and first nine months of 2021, respectively, and losses of $6 million and $20 million for the third quarter and firstnine months of 2020, respectively, in accumulated other comprehensive income from cash flow hedges. We recognized losses of $11 million
and $10 million for the first nine months of 2021 and 2020, respectively, in cost of goods sold related to the amounts excluded from hedge
effectiveness testing. The amounts for the third quarters of 2021 and 2020 were not significant. We reclassified $20 million and $30 million ofgains for the third quarter and first nine months of 2021, respectively, from accumulated other comprehensive income to earnings, primarily tocost of goods sold. The amounts for the third quarter and first nine months of 2020 were not significant. As of June 3, 2021, we expect toreclassify $18 million of pre-tax gains related to cash flow hedges from accumulated other comprehensive income into earnings in the next 12months. Substantially all of the cash flow hedging relates to foreign currency contracts for all periods presented, the commodity hedges had
an immaterial impact.
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 fair values of the hedged items are recognized in earnings. Any
difference is reflected in earnings. When a derivative is no longer designated as a fair value hedge for any reason, including termination andmaturity, 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 to earnings over the remaining life of the hedged item, or immediately if the hedged item has matured or been extinguished.
The effects of fair value hedges on our23consolidated statements of operations, recognized in interest expense, were not significant for the periods presented.

Derivative Instruments without Hedge Accounting Designation
Currency Derivatives: We generally utilize a rolling hedge strategy with currency forward contracts that mature within three months to hedge
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 associated outstanding
forward contracts are marked to market. Currency forward contracts are valued at fair values based on the middle of bid and ask prices ofdealers 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 are included inother non-operating income (expense), net. Gains and losses for derivative instruments without hedge accounting designation were notsignificant for the periods presented.

Equity Plans
As of June 3, 2021, 105 million shares of our common stock were available for future awards under our equity plans.

Restricted Stock and Restricted Stock Units (“Restricted Stock Awards”)
Restricted Stock Awards activity is summarized as follows:
Quarter ended
June 3,
May 28,2021
2020
Restricted stock award shares granted
Weighted-average grant-date fair value per share$

1
84.73 $—
45.78

Nine months ended
June 3,
May 28,
2021
2020
$

11
53.00

$

8
46.37

Employee Stock Purchase Plan (“ESPP”)
ESPP activity is summarized as follows:
June 3,2021

Nine months ended
Shares purchased
Purchase price per share$2
42.55 $

May 28,
2020
2
38.16

Stock-based Compensation Expense
Stock based compensation expense recognized in our statements of operations is presented below. Stock-based compensation expense of$31 million and $42 million was capitalized and remained in inventory as of June 3, 2021 and September 3, 2020, respectively.

24 | 2021 Q3 10-Q

Quarter ended
June 3,
May 28,2021
2020
Stock-based compensation expense by caption
Cost of goods soldResearch and development
Selling, general, and administrative$$
Stock-based compensation expense by type of award
Restricted stock awards
Employee stock purchase plan
Stock options$$

Nine months ended
June 3,
May 28,
2021
2020

45 $
29
24
98 $

34
22
26
82

$

84 $
12
2
98 $

70
9
3
82

$

$

$

143 $
82
77
302 $

102
63
74
239

255 $
39
8
302 $

197
28
14
239

As of June 3, 2021, $754 million 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 2025, resulting in a weighted-average period of 1.3 years.

Revenue and Customer Contract Liabilities
Revenue by Technology
Quarter ended
June 3,
May 28,
2021
2020
DRAM
NAND
Other (primarily 3D XPoint memory and NOR)$$

5,448 $
1,812
162
7,422 $

3,587
1,665
186
5,438

Nine months ended
June 3,
May 28,
2021
2020
$

$

13,948 $5,036
447
19,431 $10,1394,601
639
15,379See “Segment and Other Information” for disclosure of disaggregated revenue by market segments.

Contract Liabilities
Our contract liabilities from customer advances are for advance payments received from customers to secure product in future periods. Other
contract liabilities consist of amounts received in advance of satisfying performance obligations. These balances are reported within othercurrent liabilities and other noncurrent liabilities. The following table presents contract liabilities:
June 3,September 3,
As of
2021
2020
Contract liabilities from customer advances
Other contract liabilities

$
$

73 $
20
93 $

40
25
65

Revenue recognized during the first nine months of 2021 from the ending balance of 2020 included $43 million from meeting performanceobligations of other contract liabilities and shipments against customer advances.
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

25

generally due shortly after delivery. From time to time, we have contracts with initial terms that include performance obligations that extend, insome cases, beyond one year. As of June 3, 2021, we expect future revenue related to these longer-term contracts of approximately $229
million, of which approximately 91% relates to performance obligations and product shipments we expect to satisfy within the next 12 months
and 9% beyond 12 months.
As of June 3, 2021 and September 3, 2020, other current liabilities included $635 million and $466 million, respectively, for estimates ofconsideration payable to customers, including estimates for pricing adjustments and returns.

Other Operating (Income) Expense, Net
Quarter ended
June 3,
May 28,
2021
2020
Patent license charges
Other

$
$

— $
(26)
(26) $

Nine months ended
June 3,
May 28,
2021
2020
—
6
6

$
$

128 $
(27)
101 $

—
8
8

Other Non-Operating Income (Expense), Net
Quarter ended
June 3,
May 28,2021
2020
Gain (loss) on investments
Gain (loss) on debt prepayments, repurchases, and conversions
Other

$

$

45 $
—
—
45 $

Nine months ended
June 3,
May 28,
2021
2020
14 $
(2)
(2)
10 $

61 $
—
1
62 $

18
40
(3)
55

Income Taxes
Our income tax (provision) benefit consisted of the following:
Quarter ended
June 3,
May 28,2021
2020
Income before taxes
Income tax (provision) benefit
Effective tax rate$

1,806 $
(65)
3.6 %

870
$
(68)
7.8 %

Nine months ended
June 3,
May 28,2021
2020
3,282 $
(164)
5.0 %

1,858
(144)
7.8 %

In the third quarter of 2021, we recorded a $104 million tax benefit on the discrete $435 million charge to adjust our Lehi assets held for saleto their estimated net realizable value.
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 andemployment thresholds. The effect of tax incentive arrangements reduced our tax provision by $276 million (benefiting our diluted earnings
per share by $0.24) and $377 million ($0.33 per diluted share) for the third quarter and first nine months of 2021, respectively, and by$70 million ($0.06 per diluted share) and $78 million ($0.07 per diluted share) for the third quarter and first nine months of 2020, respectively.

26 | 2021 Q3 10-Q

As of June 3, 2021, gross unrecognized tax benefits were $632 million, substantially all of which would affect our effective tax rate in the
future, if recognized. Increases to unrecognized tax benefits were primarily due to tax return positions taken during 2021. Amounts accrued
for interest and penalties related to uncertain tax positions were not significant for any period presented. We are currently under audit by theInternal Revenue Service for our 2018 and 2019 tax years. We believe that adequate amounts of taxes and related interest and penalties
have been provided.

Earnings Per Share
Quarter ended
June 3,
May 28,2021
2020
Net income attributable to Micron – Basic
Assumed conversion of debt$

Net income attributable to Micron – Diluted$

Weighted-average common shares outstanding – Basic
Dilutive effect of equity plans and convertible notes
Weighted-average common shares outstanding – Diluted
Earnings per share
Basic
Diluted$Nine months ended
June 3,
May 28,2021
2020

1,735 $—
1,735 $

803
—
803

1,121
24
1,145

1,111
18
1,129

1.55 $
1.52

0.72
0.71

$
$

$

3,141 $—
3,141 $

1,699
(4)
1,695

1,119
22
1,141

1,110
21
1,131

2.81 $
2.75

1.53
1.50

Antidilutive potential common stock shares that could dilute basic earnings per share in the future were 1 million for the third quarter and firstnine months of 2021, and were 9 million and 5 million for the third quarter and first nine months of 2020, respectively.

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.
Storage Business Unit (“SBU”): Includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer storage
markets, and other discrete storage products sold in component and wafer form.
Embedded Business Unit (“EBU”): Includes memory and storage products sold into automotive, industrial, and consumer 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.

27

Quarter ended
June 3,
May 28,2021
2020
Revenue
CNBU
MBU
SBU
EBU
All Other$$
Operating income (loss)
CNBU
MBU
SBU
EBU
All Other$

UnallocatedInventory accounting policy change to FIFO
Change in inventory cost absorption
3D XPoint inventory write-down
Stock-based compensation
Patent license charges
Restructure and asset impairments
Other

Operating income$

3,304 $
1,999
1,009
1,105
5
7,422 $

Nine months ended
June 3,
May 28,
2021
2020

2,218
1,525
1,014
675
6
5,438

$

$

8,486 $
5,311
2,770
2,849
15
19,431 $

6,164
4,240
2,852
2,105
18
15,3791,342 $
683
53
282
4
2,364

448 $
295
177
64
(3)
981

2,534 $
1,517
(2)
539
6
4,594

1,132
773
(42)
256
(2)
2,117

—
—
—
(98)
—
(453)
(14)
(565)

—
—
—
(82)
—
(4)
(7)
(93)

(133)
(160)
(49)
(302)
(128)
(466)
(28)
(1,266)

—
—
—
(239)
—
(10)
(22)
(271)

1,799 $

888

3,328 $

1,846$

Certain Concentrations
Revenue from WPG Holdings Limited was 13% of total revenue for the first nine months of 2021.

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 3, 2020. 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 2021 contains 52 weeks and our fiscal 2020
contained 53 weeks. Our third quarters and first nine months of 2020 and 2021 each contained 13 and 39 weeks, respectively. All tabular
dollar amounts are in millions, except per share amounts.

Overview
Micron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory and storage solutions transforming
how the world uses information to enrich life for all. With a relentless focus on our

28 | 2021 Q3 10-Q

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, the innovations that our people create
fuel the data economy, enabling advances in artificial intelligence and 5G applications that unleash opportunities — from the data center to theintelligent edge and across the client and mobile user experience.
We manufacture our products at wholly-owned facilities and also utilize subcontractors to perform certain manufacturing processes. In recent
years, we have increased our manufacturing scale and product diversity through strategic acquisitions, expansion, and various partneringarrangements.
We make significant investments to develop proprietary product and process technology, which are implemented in our manufacturing
facilities. Advancements in product and process technology, such as our leading-edge process technology and 3D NAND architecture,generally increase the density per wafer and reduce manufacturing costs of each generation of product. We continue to introduce newgenerations 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. A significant portion of our revenues are from salesof managed NAND and SSD products, which incorporate NAND, a controller, firmware, and in some cases, DRAM. An increasing portion of
our SSDs incorporate proprietary controllers and firmware that we have developed. Development of advanced technologies enables us todiversify our product portfolio toward a richer mix of differentiated, high-value solutions and to target high-growth markets.
We face intense competition in the semiconductor memory and storage markets and to remain competitive we must continuously develop andimplement new products and technologies and decrease manufacturing costs. Our success is largely dependent on obtaining returns on our
research and development (“R&D”) investments, efficient utilization of our manufacturing infrastructure, development and integration ofadvanced product and process technologies, market acceptance of our diversified portfolio of semiconductor-based memory and storage
solutions, and return-driven capital spending.

Lehi, Utah Fab and 3D XPoint
In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory and storage innovations for thedata center market. In connection therewith, we determined that there was insufficient market validation to justify the ongoing investments
required to commercialize 3D XPoint at scale. Accordingly, we ceased development of 3D XPoint technology and engaged in discussions withpotential buyers for the sale of our facility located in Lehi that was dedicated to 3D XPoint production. As a result, we classified the property,
plant, and equipment as held for sale and ceased depreciating the assets. On June 30, 2021, we announced that we have entered into a
definitive agreement to sell our Lehi facility to TI for cash consideration of $900 million. The sale is anticipated to close later this calendar year.
In the third quarter of 2021, we recognized a charge of $435 million included in restructure and asset impairments (and a tax benefit of$104 million included in income tax (provision) benefit) to write down the assets held for sale to the expected consideration, net of estimatedselling costs, to be realized from the sale of these assets and liabilities. In the second quarter of 2021, we also recognized a charge of$49 million to cost of goods sold to write down 3D XPoint inventory due to our decision to cease further development of this technology. Our
3D XPoint technology development and Lehi facility operations are primarily included in our CNBU business unit.
Assets classified as held for sale are carried at the lower of fair value less cost to sell or carrying value. We could recognize additional losses
as a result of changes in the assets and liabilities prior to the closing date of the transaction.

Impact of COVID-19 on Our Business
Events surrounding the ongoing COVID-19 pandemic initially resulted in a reduction in economic activity across the globe, and the timing andextent of the ongoing economic recovery remains uncertain. As a result, we have experienced volatility in the markets that our products are
sold into, driven by the move to a stay-at-home economy and fluctuations in consumer and business spending, which has affected demand forcertain of our products. The ultimate extent to which COVID-19 will impact our business depends on future developments, which are highly
uncertain and very difficult to predict, including the effectiveness and utilization of vaccines for COVID-19 and its

29

variants, new information that may emerge concerning the severity of COVID-19 and its variants, and actions to contain or limit their spread.
From the start of the COVID-19 pandemic, we proactively implemented preventative protocols, which we continuously assess and update forchanges in conditions and emerging trends, such as recent increases in COVID-19 infections in Malaysia, India, and Taiwan, where we havefacilities and a significant number of employees, and increasing levels of vaccinations in the United States and other countries. These
preventative protocols are intended to safeguard our team members, contractors, suppliers, customers, distributors, and communities, and toensure business continuity in the event government restrictions or severe outbreaks impact our operations at certain sites. While nearly all our
global manufacturing sites are currently operating with close to full staff and at normal capacity levels, our Muar, Malaysia facility has recently
been operating at reduced staffing and capacity levels. In addition, we have experienced constraints on our engineering and other activities at
our India facilities. Our other facilities could also be required to temporarily curtail production levels or temporarily cease operations based on
government mandates or our health and safety protocols. We may be required, or deem it to be in the best interest of our employees,
customers, partners, suppliers, and stakeholders, to alter our business operations in order to maintain a healthy and safe environment. It is
not clear what potential effects any such alterations or modifications may have on our business, including effects on our customers,
employees, and prospects, or on our financial results. We are following government policies and recommendations designed to slow the
spread of COVID-19 and remain committed to the health and safety of our team members, contractors, suppliers, customers, distributors, andcommunities.
We continuously assess our efforts to respond to the COVID-19 pandemic, which have included the following:
•

•
•
•
•
•
•

In locations experiencing continued community COVID-19 infections, we prohibit onsite visitors and are generally requiring teammembers to work from home where possible. Where work from home is not possible, all on-site team members must complete healthquestionnaires, pass through thermal scanning equipment to ensure they do not have an elevated body temperature, and adhere tophysical distancing requirements, mask protocols, and team member separation protocols. We have also enhanced our contact
tracing, significantly decreased business travel, and where possible, made ventilation and other health and safety enhancements at
our facilities and provided COVID-19 testing and vaccinations for our team members.
To respond to changing market conditions, we continue to work closely with our customer base to best match our supply with the
evolving market demand.
We evaluate our supply chain and communicate with our suppliers to identify supply gaps and have taken steps to ensure continuity.
In some cases, we have added alternative suppliers and increased our on-hand inventory of raw materials needed in our operations.
We have added assembly and test capacity to provide redundant manufacturing capability through our network of captive operations
and external partners.
We have evaluated all our construction projects across our global manufacturing operations and enacted protocols to enhance thesafety of our team members, suppliers, and contractors.
We have developed strategies and implemented measures to respond to a variety of potential economic scenarios, such as
limitations on new hiring and business travel and reductions of discretionary spending.
We are working with government authorities in the jurisdictions where we operate, and continuing to monitor our operations in aneffort to ensure we follow government requirements, relevant regulations, industry standards, and best practices to help safeguard ourteam members, while safely continuing operations at our sites across the globe.

We believe these actions are appropriate and prudent to safeguard our team members, contractors, suppliers, customers, and communities,
while allowing us to safely continue operations. We cannot predict how the steps we, our team members, government entities, suppliers, or
customers take in response to the COVID-19 pandemic will ultimately impact our business, outlook, or results of operations.

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, NOR, and other technologies. We sell our products into various
markets through our business units in numerous forms, including wafers, components, modules, SSDs, managed NAND, and MCP products.
Our system-level solutions, including

30 | 2021 Q3 10-Q

SSDs, managed NAND, and MCPs, typically include a controller and firmware and in some cases combine DRAM, NAND, and/or NOR.
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. Low-power DRAM (“LPDRAM”) products, which
are engineered to meet standards 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.
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, networking, and consumer applications.
3D XPoint: 3D XPoint is a class of non-volatile technology between DRAM and NAND in the memory and storage hierarchy. We have ceased
development of our 3D XPoint technology and products.

Results of Operations
Consolidated Results
Third
Quarter
2021
Revenue
Cost of goods sold
Gross margin$

Research and development
Selling, general, and administrative
Restructure and asset impairments
Other operating (income) expense,
net
Operating income
Interest income (expense), net
Other non-operating income(expense), net
Income tax (provision) benefit
Equity in net income (loss) of equity
method investees
Net income attributable tononcontrolling interests
Net income attributable to Micron$

SecondQuarter
2021

Third
Quarter
2020

7,422
4,296
3,126

100% $
58%
42%

6,236
4,587
1,649

100% $
74%
26%

5,438
3,675
1,763

670
230
453

9%
3%
6%

641
214
5

10%
3%
—%

(26)
1,799

—%
24%

126
663

(38)

(1)%

45
(65)
(6)
—
1,735

Nine Months
2021

2020

100% $ 19,431
68%
12,92032%
6,511

100% $ 15,379
66%
10,895
34%
4,484

100%
71%
29%

649
216
4

12%
4%
—%

1,958
658
466

10%
3%
2%

1,970
650
10

13%
4%
—%

2%
11%

6
888

—%
16%

101
3,328

1%
17%

8
1,846

—%
12%

(32)

(1)%

(28)

(1)%

(108)

(1)%

(43)

—%

1%
(1)%

4
(48)

—%
(1)%

10
(68)

—%
(1)%

62
(164)

—%
(1)%

55
(144)

—%
(1)%

—%

16

—%

3

—%

23

—%

6

—%

—%
23% $

—
603

—%
10% $

(2)
803

—%
15% $

—
3,141

—%
16% $

(21)
1,699

11%

—%

31

Total Revenue: Total revenue for the third quarter of 2021 increased 19% as compared to the second quarter of 2021 primarily due toincreases in sales of DRAM and NAND products. Sales of DRAM products for the third quarter of 2021 increased 23% as compared to thesecond quarter of 2021 primarily due to an approximate 20% increase in average selling prices and a low-single-digit percent increase in bit
shipments driven by strong demand across key markets. Sales of NAND products for the third quarter of 2021 increased 10% as compared tothe second quarter of 2021 primarily due to a high-single-digit percent increase in average selling prices and a low-single-digit percent
increase in bit shipments driven by SSDs and mobile MCPs.
Total revenue for the third quarter and first nine months of 2021 increased 36% and 26%, respectively, as compared to the corresponding
periods of 2020 primarily due to increases in DRAM and NAND sales. Sales of DRAM products for the third quarter of 2021 increased 52% ascompared to the third quarter of 2020 primarily due to growth in bit shipments in the high-30% range and increases in average selling prices in
the low-double-digit percent range, driven by client, mobile, server, and graphics markets. Sales of DRAM products for the first nine months of2021 increased 38% as compared to the first nine months of 2020 primarily due to growth in bit shipments in the mid-30% range. Sales of
NAND products for the third quarter of 2021 increased 9% as compared to the third quarter of 2020 primarily due to increases in bit shipmentsin the low-30% range driven by consumer and mobile markets, partially offset by an upper-teens percent range decline in average selling
prices. Sales of NAND products for the first nine months of 2021 increased 9% as compared to the first nine months of 2020 primarily due toincreases in bit shipments in the high-20% range, partially offset by a mid-10% range decline in average selling prices.
Overall Gross Margin: Our overall gross margin percentage increased to 42% for the third quarter of 2021 from 26% for the second quarterof 2021, primarily due to higher average selling prices for both DRAM and NAND; one-time impacts of changes in our inventory costing
method to FIFO and cost absorption processes in the second quarter of 2021 (as detailed below); and lower Lehi facility and 3D XPoint costs.
Our gross margins included the impact of underutilization costs at our Lehi facility of $54 million for the third quarter of 2021, $111 million forthe second quarter of 2021, and $155 million for the third quarter of 2020. In the second quarter of 2021, we ceased development of 3D
XPoint technology and engaged in discussions with potential buyers for the sale of our Lehi facility that was dedicated to 3D XPoint
production. As a result, we classified the property, plant, and equipment as held for sale and ceased depreciating the assets, which reduced
our costs by approximately $75 million in the third quarter of 2021. In the second quarter of 2021, we also recognized a charge of $49 million
to cost of goods sold to write down 3D XPoint inventory. On June 30, 2021, we announced that we have entered into a definitive agreement tosell our Lehi facility to TI. The sale is anticipated to close later this calendar year. When the sale of the Lehi facility is completed ourunderutilization costs from the facility will be entirely eliminated.
Our overall gross margin percentage increased to 42% for the third quarter of 2021 from 32% for the third quarter of 2020 primarily due tohigher DRAM margins resulting from increases in average selling prices and manufacturing cost reductions, which were partially offset bylower NAND margins as declines in average selling prices outpaced manufacturing cost reductions. Our overall gross margin percentage
increased to 34% for the first nine months of 2021 from 29% for the first nine months of 2020 primarily due to higher DRAM margins resulting
from manufacturing cost reductions and increases in average selling prices, which were partially offset by lower NAND margins as declines inaverage selling prices outpaced cost reductions. We reduced manufacturing costs for both DRAM and NAND for the third quarter and firstnine months of 2021 as compared to the corresponding periods of 2020 through strong execution in delivering products featuring advanced
technologies and from continuous improvement initiatives to reduce production costs.
Effective as of the beginning of the second quarter of 2021, we changed our method of inventory costing from average cost to FIFO.
Concurrently, as of the beginning of the second quarter of 2021, we modified our inventory cost absorption processes used to estimate
inventory values, which affects the timing of when costs are recognized. These changes resulted in a one-time increase to cost of goods soldof approximately $293 million in the second quarter of 2021.

32 | 2021 Q3 10-Q

Revenue by Business Unit
Third
Quarter
2021
CNBU
MBU
SBU
EBU
All Other

$

$

3,304
1,999
1,009
1,105
5
7,422

SecondQuarter
2021
45% $
27%
14%
15%
—%
$

2,636
1,811
850
935
4
6,236

Third
Quarter
2020
42% $
29%
14%
15%
—%
$

2,218
1,525
1,014
675
6
5,438

Nine Months
2021
41% $ 8,486
28%
5,311
19%
2,770
12%
2,849
—%
15
$ 19,431

2020
44% $ 6,164
27%
4,240
14%
2,852
15%
2,105
—%
18
$ 15,379

40%
28%
19%
14%
—%

Percentages of total revenue may not total 100% due to rounding.
Changes in revenue for each business unit for the third quarter of 2021 as compared to the second quarter of 2021 were as follows:••••

CNBU revenue increased 25% primarily due to broad-based increases in average selling prices.
MBU revenue increased 10% primarily due to increases in average selling prices driven by demand growth, particularly for MCP
products in smartphone markets as 5G momentum increases.
SBU revenue increased 19% primarily due to bit shipment increases of QLC and other SSD products and increases in average selling
prices.
EBU revenue increased 18% primarily due to strength in the industrial market and increases in average selling prices.

Changes in revenue for each business unit for the third quarter and first nine months of 2021 as compared to the corresponding periods of2020 were as follows:••••

CNBU revenue increased 49% and 38%, respectively, primarily due to broad-based increases in bit shipments across markets andhigher average selling prices.
MBU revenue increased 31% and 25%, respectively, primarily due to increases in bit shipments for high-value mobile MCP products
and for the third quarter of 2021, increases in DRAM average selling prices.
SBU revenue was relatively unchanged as increases in bit shipments for NAND products were offset by declines in average selling
prices.
EBU revenue increased 64% and 35%, respectively, primarily due to increases in bit shipments driven by strong demand growth inautomotive and industrial markets.

Operating Income (Loss) by Business Unit
Third
Quarter
2021
CNBU
MBU
SBU
EBU
All Other

$

$

1,342
683
53
282
4
2,364

SecondQuarter
2021
41% $
34%
5%
26%
80%
$

709
464
(59)
141
2
1,257

Third
Quarter
2020
27% $
26%
(7)%
15%
50%
$

448
295
177
64
(3)
981

20% $
19%
17%
9%
(50)%
$

Nine Months
2021
2,534
1,517
(2)
539
6
4,594

2020
30% $
29%
—%
19%
40%
$

1,132
773
(42)
256
(2)
2,117

18%
18%
(1)%
12%
(11)%

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 2021 as compared to the second quarter of 2021 were as
follows:••

CNBU operating income increased primarily due to increases in DRAM average selling prices.
MBU operating income increased primarily due to increases in average selling prices.

33

•
•

SBU operating margin improved primarily due to increases in NAND average selling prices, cost reductions, and increases in bit
shipments.
EBU operating income increased primarily due to increases in average selling prices and DRAM bit shipments.

Changes in operating income or loss for each business unit for the third quarter and first nine months of 2021 as compared to thecorresponding periods of 2020 were as follows:
•
•
•

•

CNBU operating income increased primarily due to increases in bit shipments, higher average selling prices, and manufacturing cost
reductions.
MBU operating income increased primarily due to increases in sales of high-value MCP products, manufacturing cost reductions for
low-power DRAM, and increases in DRAM bit shipments.
SBU operating margin for the third quarter of 2021 declined from the third quarter of 2020 primarily due to decreases in selling prices,
partially offset by manufacturing cost reductions, and increases in bit shipments. SBU operating margin for the first nine months of2021 improved from the first nine months of 2020 primarily due to lower manufacturing costs and increases in bit shipments, partially
offset by decreases in selling prices.
EBU operating income increased primarily due to higher bit shipments and reductions in manufacturing costs.

Operating Expenses and Other
Research and Development: R&D expenses vary primarily with the number of development and pre-qualification wafers processed, the costof 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 reviews and tests for performance and reliability. R&D expenses can vary significantly
depending on the timing of product qualification.
R&D expenses for the third quarter of 2021 were 5% higher as compared to the second quarter of 2021 primarily due to increases in volumesof development and pre-qualification wafers and employee compensation. R&D expenses for the third quarter and first nine months of 2021
were relatively unchanged as compared to the corresponding periods of 2020.
Selling, General, and Administrative: SG&A expenses for the third quarter of 2021 were 7% higher as compared to the second quarter of2021 and 6% higher as compared to the third quarter of 2020 primarily due to increases in employee compensation, legal fees, andadvertising. SG&A expenses for the first nine months of 2021 were relatively unchanged as compared to the corresponding period of 2020.
Income Taxes: Our income tax (provision) benefit consisted of the following:
Third
SecondQuarter
Quarter
2021
2021
Income before taxes
Income tax (provision) benefit
Effective tax rate$

1,806 $
(65)
3.6 %

635 $
(48)
7.6 %

Third
Quarter
2020
870 $
(68)
7.8 %

Nine Months
2021
3,282 $
(164)
5.0 %

2020
1,858
(144)
7.8 %

Our effective tax rate for the third quarter and first nine months of 2021 decreased as compared to the periods presented as a result of a$104 million tax benefit on the discrete $435 million charge to adjust our Lehi assets held for sale to their estimated net realizable value. Otherchanges to our effective tax rate in the periods presented were primarily due to the geographic mix of our earnings.
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 andemployment thresholds. The effect of tax incentive arrangements reduced our tax provision by $276 million (benefiting our diluted earnings
per share by $0.24) for the third quarter of 2021, $45 million ($0.04 per diluted share) for the second quarter of 2021, $377 million ($0.33 per

34 | 2021 Q3 10-Q

diluted share) for the first nine months of 2021, $70 million ($0.06 per diluted share) for the third quarter of 2020, and $78 million ($0.07 perdiluted share) for the first nine months of 2020.
Other: Interest expense for the third quarter of 2021 increased 10% as compared to the second quarter of 2021 primarily due to a decrease incapitalized interest from lower levels of capital projects in process. Interest income for the third quarter of 2021 was relatively unchanged ascompared to the second quarter of 2021.
Interest expense for the third quarter and first nine months of 2021 decreased 10% and 6%, respectively, as compared to the corresponding
periods of 2020 primarily due to a decrease in interest rates, partially offset by an increase in debt obligations. Interest income for the third
quarter and first nine months of 2021 decreased 65% and 72%, respectively, as compared to the corresponding periods of 2020 as a result of
decreases in interest rates, partially offset by higher cash and investment balances.
Further discussion of other operating and non-operating income and expenses can be found in “Item 1. Financial Statements – Notes toConsolidated Financial Statements – Equity Plans,” “– Other Operating (Income) Expense, Net” and “– Other Non-Operating Income(Expense), Net.”

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. We
are continuously evaluating 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 3, 2021, $2.50 billion wasavailable to draw under our Revolving Credit Facility. We expect that our cash and investments, cash flows from operations, and available
financing will be sufficient to meet our requirements at least through the next 12 months and thereafter for the foreseeable future.
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 2021 for property,
plant, and equipment, net of partner contributions, to be somewhat above $9.5 billion, focused on technology transitions and productenablement. Actual amounts for 2021 will vary depending on market conditions. As of June 3, 2021, we had purchase obligations ofapproximately $2.02 billion for the acquisition of property, plant, and equipment, of which approximately $1.86 billion is expected to be paid
within one year.
In May 2018, our Board of Directors authorized the discretionary repurchase of up to $10 billion of our outstanding common stock throughopen-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to a Rule 10b5-1 tradingplan. The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market
conditions and our ongoing determination of the best use of available cash. Since the authorization in May 2018, through June 3, 2021, we
had repurchased an aggregate of $2.99 billion of the authorized amount. See “Item 1. Financial Statements – Notes to Consolidated Financial
Statements – Equity.”
Cash and marketable investments totaled $9.75 billion as of June 3, 2021 and $9.19 billion as of September 3, 2020. Our investments consist
primarily of bank deposits, money market funds, and liquid investment-grade, fixed-income securities, which are diversified among industries
and individual issuers. To mitigate credit risk, we invest through high-credit-quality financial institutions and by policy generally limit theconcentration of credit exposure by restricting the amount of investments with any single obligor. As of June 3, 2021, $3.38 billion of our cash
and marketable investments was held by our foreign subsidiaries.

35

Cash Flows:
Nine Months
2021
2020
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$

8,584 $
(8,055)
(437)
44
136 $

6,035
(4,851)
(135)
(8)
1,041

Operating Activities: Cash provided by operating activities reflects net income adjusted for certain non-cash items, including depreciation
expense, amortization of intangible assets, asset impairments, and stock-based compensation, and the effects of changes in operating assets
and liabilities. The increase in cash provided by operating activities for the first nine months of 2021 as compared to the first nine months of2020 was primarily due to higher net income compared with the prior period and changes in working capital.
Investing Activities: For the first nine months of 2021, net cash used for investing activities consisted primarily of $7.67 billion of expenditures
for property, plant, and equipment (net of partner contributions) and $422 million of net outflows from purchases, sales, and maturities ofavailable-for-sale securities.
For the first nine months of 2020, net cash used for investing activities consisted primarily of $5.77 billion of expenditures for property, plant,
and equipment (net of partner contributions) partially offset by $1.00 billion of net inflows from sales, maturities, and purchases of availablefor-sale securities.
Financing Activities: For the first nine months of 2021, net cash used for financing activities consisted primarily of $150 million for theacquisition of 1.7 million shares of our common stock under our $10 billion share repurchase authorization, $139 million of payments onequipment purchase contracts, and $156 million of repayments of debt, net of proceeds from new borrowings, partially offset by $148 million
of proceeds from common stock issued in connection with employee equity plans. In the third quarter of 2021, we received proceeds of $1.19
billion from the new 2024 Term Loan A and used the proceeds to repay the $1.19 billion outstanding under the Extinguished 2024 Term LoanA.
For the first nine months of 2020, net cash used for financing activities consisted primarily of $4.29 billion of cash payments to reduce ourdebt, including $2.50 billion to pay down borrowings under our Revolving Credit Facility, $621 million for IMFT Member Debt repayments,$534 million to prepay our 2025 Notes, $266 million to settle conversions of notes, and $171 million for scheduled repayment of financeleases; $744 million for the acquisition of Intel’s noncontrolling interest in IMFT; and $134 million for the acquisition of 2.8 million shares of ourcommon stock under our $10 billion share repurchase authorization. Cash used for financing activities was partially offset by proceeds of$2.50 billion from our Revolving Credit Facility, $1.25 billion from the 2023 Notes, and $1.25 billion from the Extinguished 2024 Term Loan A.
See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Debt.”
Settlement Obligations of Convertible Notes: See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Debt –2032D Convertible Senior Notes.”
Contractual Obligations: See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Leases” and – Debt.”

Critical Accounting Estimates
For a discussion of our significant accounting estimates, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Significant Accounting Estimates” of our Annual Report on Form 10-K for the year ended September 3, 2020.
Except for the significant accounting estimate associated with inventories as discussed below, there have been no changes to our significant
accounting estimates since our Annual Report on Form 10-K for the year ended September 3, 2020.

36 | 2021 Q3 10-Q

Inventories: Inventories are stated at the lower of cost or net realizable value, with cost being determined on a FIFO basis. Effective as of the
beginning of the second quarter of 2021, we changed our method of inventory costing from average cost to FIFO. 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 and future sales volumes. 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 memory and storage markets. When these analyses reflect estimated net
realizable values below our manufacturing costs, we record a charge to cost of 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 write-down recorded. For example, a 5% variance in the estimatedselling prices would have changed the estimated net realizable value of our inventory by approximately $400 million as of June 3, 2021. Dueto the volatile nature of the semiconductor memory and storage markets, actual selling prices and volumes often vary significantly fromprojected prices and volumes, which could significantly impact cost of goods sold.
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
See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Recently Adopted Accounting Standards.”

Recently Issued Accounting Standards
See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Recently Issued Accounting Standards.”

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe are affected by changes in currency exchange and interest rates. For further discussion about market risk and sensitivity analysis related
to changes in 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 3, 2020.

37

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 decision regarding disclosure.
During the third quarter of 2021, 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 3, 2020 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 2021.
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.

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• the effects of the COVID-19 pandemic;• volatility in average selling prices of our products;• our ability to maintain or improve gross margins;• the highly competitive nature of our industry;• our ability to develop and produce new memory and storage technologies, products, and markets;• 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;• products that fail to meet specifications, are defective, or incompatible with end uses;

38 | 2021 Q3 10-Q

•
•
•
•
•
•
•
•

disruptions to our manufacturing processes;
breaches of our security systems or those of our customers, suppliers, or business partners;
attracting, retaining, and motivating highly skilled employees;
achieving or maintaining certain performance obligations associated with incentives from various governments;
future acquisitions and/or alliances;
restructure charges;
customer responsible sourcing requirements and related regulations; anda downturn in the worldwide economy.

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;• allegations of anticompetitive conduct;• risks associated with our former IMFT joint venture with Intel;• 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; and• alleged patent infringement complaints in Chinese courts.
Risks Related to Laws and Regulations• tariffs, trade restrictions, and/or trade regulations;• tax expense and tax laws in key jurisdictions; and• laws, regulations, or industry standards.
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 timing of our common stock repurchases and resulting impacts.

Risks Related to Our Business, Operations, and Industry
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 being taken to limit COVID-19’s spread are
uncertain and difficult to predict, but may include, and in some cases, have included and may continue to include:••

A decrease in short-term and/or long-term demand and/or pricing for our products and a global economic downturn that could further
reduce demand and/or pricing for our products, resulting from actions taken by governments, businesses, and/or the general public inan effort to limit exposure to and the spread of COVID-19, such as travel restrictions, quarantines, and business shutdowns or
slowdowns;
Negative impacts to our operations, including:◦ reductions in production levels, R&D activities, product development, technology transitions, yield enhancement activities,
and qualification activities with our customers, resulting from our efforts to mitigate the impact of COVID-19 through measures
we have enacted at our locations around the world in an effort to protect our employees’ and contractors’ health and wellbeing, including working from home, limiting the number of meeting attendees, reducing the number of people in certain of
our sites at any one time, quarantines of team members, contractors, or vendors who are at risk of contracting, or havecontracted, COVID-19, and limiting employee travel;◦ increased costs resulting from our efforts to mitigate the impact of COVID-19 through physical-distancing measures, working
from home, upgrades to our sites, COVID-19 testing and vaccination, enhanced cleaning measures, and the increased use of
personal protective equipment at our sites;

39

◦

•

increased costs for, or unavailability of, transportation, raw materials, or other inputs necessary for the operation of ourbusiness;◦ reductions in, or cessation of operations at any site or in any jurisdiction resulting from government restrictions on movement
and/or business operations or our measures to prevent and/or mitigate the spread of COVID-19 at one or more of our sites,such as our currently reduced workforce and output levels at our Muar, Malaysia facility and constraints on our engineeringand other activities at our India facilities;◦ our inability to continue, or increased costs of, construction projects due to delays in obtaining materials, equipment, labor,
engineering services, government permits, or any other essential aspect of projects, which could impact our ability tointroduce new technologies, reduce costs, or meet customer demand;◦ disruptions to our supply chain in connection with the sourcing and transportation of materials, equipment and engineering
support, and services from or in geographic areas that have been impacted by COVID-19 and by efforts to contain the spreadof COVID-19; andDeterioration of worldwide credit and financial markets that could: limit our ability to obtain external financing to fund our operations
and capital expenditures; result in losses on our holdings of cash and investments due to failures of financial institutions and otherparties; or result in a higher rate of losses on our accounts receivables due to credit defaults.

While several COVID-19 vaccines have been approved and become available for use in the United States and certain other countries inrecent months, we are unable to predict how widely utilized the vaccines ultimately will be, whether they will be effective in preventing the
spread of COVID-19 (including its variant strains), and when or if normal economic activity and business operations will resume.
These effects, alone or taken together, could have a material adverse effect on our business, results of operations, legal exposure, or financial
condition. A sustained, prolonged, or recurring outbreak could exacerbate the adverse impact of such measures.
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, including dramatic declines as noted in the table below, and may
continue to experience such volatility in the future. In some prior 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 thanour costs could have a material adverse effect on our business, results of operations, or financial condition.
DRAM
NAND
(percentage change in average selling prices)2020 from 20192019 from 20182018 from 20172017 from 20162016 from 2015

(34)%
(30)%
36 %
18 %
(34)%

(9)%
(47)%
(13)%
(10)%
(16)%

We may be unable to maintain or improve gross margins.
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, including, but not limited to, process line-width, additional 3D memory layers, additional
bits per cell (i.e., cell levels), architecture, number of mask layers, number of fabrication steps, and yield. In future periods, we may be unable
to reduce our per gigabit manufacturing costs at sufficient levels to maintain or improve gross margins. Factors that may limit our ability tomaintain or reduce costs include, but are not limited to, strategic product diversification decisions affecting product mix, the increasing
complexity of manufacturing processes, difficulties in transitioning to smaller line-width process technologies, 3D memory layers, NAND celllevels, process complexity including number of mask layers and

40 | 2021 Q3 10-Q

fabrication steps, manufacturing yield, technological barriers, changes in process technologies, and new products that may require relatively
larger die sizes.
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, declining selling prices, and changes in supply agreements. 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 may adversely affect our gross margins, business, results of operations, or financial condition.
In addition, per gigabit manufacturing costs may also be affected by a broader product portfolio, which may have smaller production quantities
and shorter product lifecycles. Our business and the markets we serve are subject to rapid technological changes and material fluctuations indemand based on end-user preferences. As a result, we may have work in process or finished goods inventories that could become obsolete
or in amounts that are in excess of our customers’ demand. Consequently, we may incur charges in connection with obsolete or excess
inventories. In addition, due to the customized nature of certain of the products we manufacture, we may be unable to sell certain finishedgoods inventories to alternative customers or manufacture in-process inventory to different specifications, which may result in excess andobsolescence charges in future periods. Our inability to maintain or improve gross margins could have a material adverse effect on ourbusiness, 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; Samsung
Electronics Co., Ltd.; SK hynix Inc.; Kioxia Holdings Corporation; and Western Digital Corporation. Some of our competitors are large
corporations or conglomerates that may have greater resources to invest in technology, capitalize on growth opportunities, and withstanddownturns 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, somegovernments may provide, or have provided and may continue to provide, significant assistance, financial or otherwise, to some of ourcompetitors or to new entrants and may intervene in support of national industries and/or competitors. In particular, we face the threat ofincreasing competition as a result of significant investment in the semiconductor industry by the Chinese government and various state-owned
or affiliated entities that is intended to advance China’s stated national policy objectives. In addition, the Chinese government may restrict us
from participating in the China market or may prevent us from competing effectively with Chinese companies. Some of our competitors may
use aggressive pricing to obtain market share or take business of our key customers.
Our competitors generally seek to increase wafer capacity, improve yields, and reduce die size in their product designs which may result insignificant increases in worldwide supply and downward pressure on prices. Increases in worldwide supply of semiconductor memory andstorage 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 commensurate increases indemand, could lead to declines in average selling prices for our products and could materially adversely affect our business, results ofoperations, or financial condition. If competitors are more successful at developing or implementing new product or process technology, theirproducts 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.

41

Our future success depends on our ability to develop and produce competitive new memory and storage technologies.
Our key semiconductor memory and storage products and technologies face technological barriers to continue to meet long-term customer
needs. These barriers include potential limitations on stacking additional 3D memory layers, increasing bits per cell (i.e., cell levels), meeting
higher density requirements, and improving power consumption and reliability. We may face technological barriers to continue to shrink our
products at our current or historical rate, which has generally reduced per-unit cost. We have invested and expect to continue to invest in R&D
for new and existing products, which involves significant risk and uncertainties. We may be unable to recover our investment in R&D orotherwise realize the economic benefits of reducing die size or increasing memory and storage densities. Our competitors are working todevelop new memory and storage technologies that may offer performance and/or cost advantages to existing technologies and render
existing technologies obsolete. Accordingly, our future success may depend on our ability to develop and produce viable and competitive newmemory and storage technologies. There can be no assurance of the following:••••that we will be successful in developing competitive new semiconductor memory and storage technologies;that we will be able to cost-effectively manufacture new products;that we will be able to successfully market these technologies; andthat margins generated from sales of these products will allow us to recover costs of development efforts.

We develop and produce advanced memory and storage technologies and there can be no assurance that our efforts to develop and market
new product technologies will be successful. Unsuccessful efforts to develop new memory and storage technologies 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 of revenue
by customer as markets and strategies evolve. Our customers’ demand for our products may fluctuate due to factors beyond our control. In
addition, any consolidation of our customers could reduce the number of customers to whom our products may be sold. Our inability to meet
our customers’ requirements or to qualify our products with them could adversely impact our revenue. Meaningful change in the inventory
strategy of our customers, particularly those in China, could impact our industry bit demand growth outlook. The loss of, or restrictions on ourability to sell to, one or more of our major customers, such as those relating to Huawei described herein, or any significant reduction in orders
from, or a shift in product mix by, customers could have a material adverse effect on our business, results of operations, or financial condition.
We face geopolitical and other risks associated with our international sales and operations that could materially adversely affectour business, results of operations, or financial condition.
In 2020, 52% of our revenue was from sales to customers who have headquarters located outside the United States. We ship our products tothe locations specified by our customers. Customers with global supply chains and operations may request we deliver products to countries
where they own or operate production facilities or to countries where they utilize third-party subcontractors or warehouses. As a result, 88% of
our revenue in 2020 was from products shipped to customer locations outside the United States.
A substantial portion of our operations are conducted in Taiwan, Singapore, Japan, China, Malaysia, and India, and many of our customers,
suppliers, and vendors also operate internationally. Our operations, and the global supply chain of the technology industry, are subject to anumber of risks, including the effects of actions and policies of various governments across our global operations and supply chain. For
example, political, economic, or other actions from China could impact Taiwan and its economy, and may adversely affect our operations in
Taiwan, our customers, and the technology industry supply chain. In addition, the U.S. government has in the past restricted American firms
from selling products and software to certain of our customers and may in the future impose similar bans or other restrictions on sales to one
or more of our significant customers. These restrictions may not prohibit our competitors from 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

42 | 2021 Q3 10-Q

operations, and we may not be able to recover any customers or market share we lose while complying with such restrictions.
Our international sales and operations are subject to a variety of risks, including:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•

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 (for example, an outbreak of a contagious disease such as COVID-19, Severe Acute Respiratory Syndrome(“SARS-CoV”), avian and swine influenza, measles, or Ebola);compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977, as
amended, export and import laws, and similar rules and regulations;
theft of intellectual property;
political and economic instability, including the effects of disputes between China and Taiwan;
government actions or civil unrest preventing the flow of products, including delays in shipping and obtaining products, cancellation oforders, or loss or damage of products;
problems with the transportation or delivery of products;
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.
Our business, results of operations, or financial condition could be adversely affected by the limited availability and quality ofmaterials, supplies, and capital equipment, or the dependency on third-party service providers for ourselves and our customers.
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 and services that meet our standards and, in some cases, materials,
components, or services are provided by a single supplier. Various factors could reduce the availability of materials or components such as
chemicals, silicon wafers, gases, photoresist, controllers, substrates, lead frames, printed circuit boards, targets, and reticle glass blanks.
Shortages or increases in lead times have occurred in the past and may occur from time to time in the future. Our manufacturing processes
are also dependent on our relationships with third-party manufacturers of controllers, analog integrated circuits, and other components used ina number of our products and with outsourced semiconductor assembly and test providers, contract manufacturers, logistic carriers, and otherservice providers. Although we have certain long-term contracts with some of our third-party service providers, most of these contracts do notprovide for long-term capacity commitments. To the extent we do not have firm commitments from our third-party service providers over a
specific time period or for any specific quantity, our service providers may allocate capacity to their other customers and capacity for ourmaterials may not be available when we need it or at reasonable prices. Inflationary pressures and shortages may increase costs formaterials, supplies, and services. Regardless of contract structure, large swings in demand may exceed our contracted supply and/or our
suppliers’ capacity to meet those demand changes resulting in a shortage of parts or materials needed to manufacture our products.
Certain materials are primarily available in a limited number of countries, including rare earth elements, minerals, and metals available
primarily from China. Trade disputes or other political conditions, economic conditions, or public health issues, such as COVID-19, may limit
our ability to obtain such 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 obtainsuch supply may be constrained and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner, or at a43

commercially reasonable cost. Constrained supply of rare earth elements, minerals, and metals may restrict our ability to manufacture certainof our products and make it difficult or impossible to compete with other semiconductor memory manufacturers who are able to obtainsufficient quantities of these materials from China.
We and/or our suppliers and service providers could be affected by tariffs, embargoes, or other trade restrictions, as well as laws andregulations 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 intransportation lines could delay our receipt of materials. Lead times for the supply of materials have been extended in the past. 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 ourlead times 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 of operations, or financial
condition.
Our operations are dependent on our ability to procure advanced semiconductor manufacturing equipment that enables the transition to lower
cost manufacturing processes. For certain key types of equipment, including photolithography tools, we are sometimes dependent on a single
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 at new facilities 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 tofulfill customer demand. Significant or prolonged shortages of our products could halt customer manufacturing and damage our relationships
with these customers. For example, certain automotive manufacturers have experienced shortages of non-memory components from othersuppliers, forcing a curtailment of production lines. Any such damage to our customer relationships could have a material adverse effect on
our business, results of operations, or financial condition.
New product and market development may be unsuccessful.
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 made significant investments in product and process technology
and anticipate expending significant resources for new semiconductor product and system-level solution development over the next several
years. Additionally, we are increasingly differentiating our products and solutions to meet the specific demands of our customers, which
increases our reliance on our customers’ ability to accurately forecast the needs and preferences of their customers. As a result, our productdemand forecasts may be impacted significantly by the strategic actions of our customers.
For certain of our markets, 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, ourcustomers may exclude us from further consideration as a supplier for those products. The process to develop new products requires us todemonstrate advanced functionality and performance, often well in advance of a planned ramp of production, in order to secure design winswith our customers. The effects of the public health crisis caused by the COVID-19 pandemic and the measures being taken to limit COVID19’s spread could negatively impact our ability to meet anticipated timelines and/or expected or

44 | 2021 Q3 10-Q

required quality standards with respect to the development of certain of our products. In addition, some of our components have long leadtimes, requiring us to place orders several months in advance of anticipated demand. Such long lead-times increase the risk of excess
inventory or loss of sales in the event our forecasts vary substantially from actual demand. There can be no assurance that:
•
•
•
•
•
•

our product development efforts will be successful;we will be able to cost-effectively manufacture new products;
we will be able to successfully market these products;
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 be able to introduce new products into the market and qualify them with our customers on a timely basis; ormargins generated from sales of these products will allow us to recover costs of development efforts.

Our unsuccessful efforts to develop new products and solutions could have a material adverse effect on our business, results of operations, or
financial condition.
Increases in sales of system solutions may increase our dependency upon specific customers and our costs to develop and qualify
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. If we fail to identify
or develop products on a timely basis, or at all, that comply with our customers’ specifications or achieve design wins with our customers, we
may experience a significant adverse impact on our revenue and margins. Even if our products meet customer specifications, our sales ofsystem-level solutions are dependent upon our customers choosing our products over those 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 and storage 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 tosuccessfully develop and market system-level products, our business, results of operations, or financial condition may be materially adversely
affected.
Even if we are successful in selling system-level solutions to our customers in sufficient volume, we may be unable to generate sufficient profit
if our per-unit manufacturing costs exceed our per-unit selling prices. Manufacturing system-level solutions to customer specifications requires
a longer development cycle, as compared to discrete products, to design, test, and qualify, which may increase our costs. Additionally, someof our system solutions are increasingly dependent on sophisticated firmware that may require significant customization to meet customer
specifications, which increases our costs and time to market. Additionally, we may need to update our firmware or develop new firmware as aresult of new product introductions or changes in customer specifications and/or industry standards, which increases our costs. Systemcomplexities and extended warranties for system-level products could also increase our warranty costs. Our failure to cost-effectively
manufacture system-level solutions and/or 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 that 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 have shippedsuch products. In recent periods, we have further diversified and expanded our product offerings, which could potentially increase the chancethat one or more of our products could fail to meet specifications in a particular application. Our products and solutions may be deemed fullyor partially responsible for functionality in our customers’ products and may result in sharing or shifting of product or financial liability from ourcustomers 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 critical45

functions in our customers’ products or are used in high-risk consumer end products, such as autonomous driver assistance programs, homeand enterprise security, smoke and noxious gas detectors, medical monitoring equipment, or wearables for child and elderly safety, ourpotential 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 the necessaryinterdependence within our network of manufacturing facilities, an operational disruption at one of our or a subcontractor’s facilities may havea disproportionate impact on our ability to produce many of our products.
From time to time, there have been disruptions in the manufacturing process 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 in locations subject
to natural occurrences such as severe weather and geological events, including earthquakes, tsunamis or other occurrences, such as therecent Taiwan drought, that could disrupt operations, resulting in increased costs, or disruptions to our or our suppliers’ or customers’
manufacturing operations. In addition, our suppliers and customers also have operations in such locations. Additionally, other events including
political or public health crises, such as an outbreak of contagious diseases like COVID-19, SARS-CoV, avian and swine influenza, measles,
or Ebola, may 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. For example, recently in response to increasing positive cases of
COVID-19 in Johor State, Malaysia, we have reduced our workforce on-site at our Muar facility, which has reduced output levels from thatfacility. The events noted above have occurred from time to time and may occur in the future. As a result, in addition to disruptions tooperations, our insurance premiums may increase or we may not be able to fully 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 those of our customers, suppliers, or business partners, could expose us to losses.
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 or employees may gain access to our facilities or
network systems to steal trade secrets or other proprietary information, compromise confidential information, create system disruptions, orcause shutdowns, including through cyberattacks. These parties may also be able to develop and deploy viruses, worms, and other malicious
software programs that disrupt our operations and create security vulnerabilities. Breaches of

46 | 2021 Q3 10-Q

our physical security, attacks on our network systems, or breaches or attacks on our customers, suppliers, or business partners who haveconfidential or sensitive information regarding us and our customers and suppliers, could result in significant losses and damage our
reputation with customers and suppliers and may expose us to litigation if the confidential information of our customers, suppliers, or
employees is compromised. The foregoing could have a material adverse effect on our business, results of operations, or financial condition.
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 or plan for succession for key employees. Competition for experienced employees in our industry continues to be intense. Hiring andretaining qualified executives, engineers, technical staff, and sales representatives is critical to our business. Our inability to attract, retain, or
effectively manage or plan for succession of key employees may inhibit our ability to maintain or expand our business operations. Additionally,changes to immigration policies in the numerous countries in which we operate, including the United States, as well as restrictions on global
travel as a result of local or global public health crises requiring quarantines or other precautions to limit exposure to infectious diseases, may
limit our ability to hire and/or retain talent in, or transfer talent to, specific locations. If our total compensation programs and workplace culturecease to be viewed as competitive and inclusive, our ability to attract, retain, and motivate employees could be weakened, which could have amaterial adverse effect on our business, results of operations, or financial condition.
Our incentives from various governments are conditional upon achieving or maintaining certain performance obligations and are
subject to reduction, termination, or clawback.
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 perform or maintaincertain levels of investment, capital spending, employment, technology deployment, or research and development activities to qualify for suchincentives. We cannot guarantee that we will successfully achieve performance 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 our
performance 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.
We may make future acquisitions and/or alliances, which 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:
•
•
•
•
•
•
•
•
•
•
•

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;inability to realize synergies or other expected benefits;
failure to maintain customer, vendor, and other relationships;

47

•
•

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, technologicaladvancements, or worse-than-expected performance of the acquired business.

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.
We may incur restructure charges in future periods.
From time to time, we have, and in the future we may, enter into restructure initiatives in order to, among other items, streamline ouroperations; respond to changes in business conditions, our markets, or product offerings; or to centralize certain key functions. We may notrealize expected savings or other benefits from our restructure activities and may incur additional restructure charges or other losses in future
periods associated with other initiatives.
We have ceased development of 3D XPoint technology and on June 30, 2021, we announced that we have entered into a definitive
agreement to sell our Lehi facility that was dedicated to 3D XPoint production to Texas Instruments for cash consideration of $900 million.
There is no assurance that we will be able to close the sale to TI in a timely manner or at all. The net assets and liabilities of the Lehi facility
were classified as held for sale and are carried at the net consideration expected to be realized from the sale. We recognized a $435 million
impairment charge in the third quarter of 2021 and could recognize additional losses as a result of changes in the assets and liabilities prior tothe closing date of the transaction. Our inability to close the transaction in a timely manner or additional impairment losses could adversely
affect our business, results of operations, or financial condition.
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 ofoperations, or financial condition.
Compliance with customer responsible sourcing requirements and related regulations could limit the supply and increase the costof certain materials, supplies, and services used in manufacturing our products.
Many of our customers have adopted responsible sourcing programs that require us to periodically report on our supply chain and responsible
sourcing efforts to ensure we source the materials, supplies, and services we use and incorporate into the products we sell in a manner that is
consistent with their programs. Some of our customers may elect to disqualify us as a supplier or reduce purchases from us if we are unable
to verify that our products meet the specifications of their responsible sourcing programs. Meeting customer requirements may limit thesourcing and availability 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. This may affect our ability and/or the cost to obtain sufficient quantities ofmaterials, supplies, and services necessary for the manufacture of our products.
Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and its implementing SEC regulations impose
supply chain due diligence and disclosure requirements for certain manufacturers of products containing specific minerals that may originate
in or near the Democratic Republic of the Congo and finance or benefit local armed groups. These conflict minerals are commonly found inmaterials used in the manufacture of semiconductors.
Our inability to comply with customers’ requirements for responsible sourcing or with related regulations could have a material adverse effecton our business, results of operations, or financial condition.

48 | 2021 Q3 10-Q

A downturn in the worldwide economy may harm our business.
The health crisis caused by COVID-19 has adversely affected economic conditions and caused a downturn in the worldwide economy.
Downturns in the worldwide economy, including the downturn driven by the COVID-19 pandemic, have adversely affected our business in thepast. Adverse economic conditions affect demand for devices that incorporate our products, such as personal computers, smartphones,
automobiles, SSDs, and servers. Reduced demand for these or other products could result in significant decreases in our average selling
prices and product sales. Future downturns could also adversely affect our business. In addition, to the extent our customers or distributors
have elevated inventory levels, we may experience a decrease in short-term and/or long-term demand and/or 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 and otherparties. Difficult economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults. As a result,
downturns in the worldwide economy could have a material adverse effect on our business, results of operations, or financial condition.

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. Global competition for such skilled employees in our industry is intense. A decline in our operating results and/or stock price may
adversely affect our ability to retain key employees whose compensation is dependent, in part, upon the market price of our common stock,achieving certain performance metrics, levels of company profitability, or other financial or company-wide performance. If our competitors or
future entrants into our industry are successful in hiring our employees, they may directly benefit from the knowledge these employees gained
while they were under our employment.
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.
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. See “Part II. Other Information – Item 1. Legal Proceedings.” 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 fromour management. We could be subject to litigation, claims, or arbitration disputes arising from our relationships with vendors or customers,
supply agreements, or contractual obligations with our subcontractors or business partners. We may also be associated with and subject tolitigation arising from the actions of our vendors, subcontractors, or business partners. We may also be subject to litigation or claims as aresult of 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. We may also be subject to claims or
litigation arising from the terms of our product warranties or from product liability claims. As we continue to focus on developing systemsolutions with manufacturers of consumer products, including autonomous driving, augmented reality, and others,49

we may be exposed to greater potential for personal liability claims against us as a result of consumers’ use of those products. We, ourofficers, 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.
We are subject to allegations of anticompetitive conduct.
On April 27, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the Northern District ofCalifornia. Subsequently, two substantially identical cases were filed in the same court. The lawsuits purported to be on behalf of a nationwideclass of indirect purchasers of DRAM products. On September 3, 2019, the District Court granted Micron’s motion to dismiss and allowed theplaintiffs the opportunity to file a consolidated, amended complaint. On October 28, 2019, the plaintiffs filed a consolidated, amended
complaint that purported to be on behalf of a nationwide class of indirect purchasers of DRAM products. The amended complaint asserted
claims based on alleged price-fixing of DRAM products under federal and state law during the period from June 1, 2016 to at least February 1,
2018, and sought treble monetary damages, costs, interest, attorneys’ fees, and other injunctive and equitable relief. On December 21, 2020,
the District Court dismissed the plaintiffs’ claims and entered judgment against them. On January 19, 2021, the plaintiffs filed a notice ofappeal to the U.S. Court of Appeals for the Ninth Circuit. On May 3, 2021, several plaintiffs filed a substantially identical complaint in the U.S.
District Court for the Northern District of California purportedly on behalf of a nationwide class of indirect purchasers of DRAM products.
On June 26, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the Northern District ofCalifornia. Subsequently, four substantially identical cases were filed in the same court. On October 28, 2019, the plaintiffs filed aconsolidated, amended complaint. The consolidated complaint purported to be on behalf of a nationwide class of direct purchasers of DRAM
products. The consolidated complaint asserted claims based on alleged price-fixing of DRAM products under federal and state law during theperiod from June 1, 2016 through at least February 1, 2018, and sought treble monetary damages, costs, interest, attorneys’ fees, and otherinjunctive and equitable relief. On December 21, 2020, the District Court granted Micron’s motion to dismiss and granted the plaintiffs
permission to file a further amended complaint. On January 11, 2021, the plaintiffs filed a further amended complaint asserting substantiallythe same claims and seeking the same relief.
Additionally, six cases have been filed in the following Canadian courts: Superior Court of Quebec, the Federal Court of Canada, the Ontario
Superior Court of Justice, and the Supreme Court of British Columbia. The substantive allegations in these cases are similar to those
asserted in the cases filed in the United States.
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.
We are unable to predict the outcome of these matters and cannot make a reasonable estimate of the potential loss or range of possible
losses. The final resolution of these matters could result in significant liability and 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 face risks associated with our former IMFT joint venture with Intel.
We face risks from our arbitration proceeding with Intel in connection with our former IMFT joint venture, in which we and Intel have madeclaims against each other for damages relating to the joint venture. For information regarding the arbitration proceeding, see “Part I. Financial
Information – Item 1. Financial Statements – Notes to Consolidated Financial Statements – Contingencies.” The foregoing could have amaterial adverse effect on our business, results of operations, or financial condition.

50 | 2021 Q3 10-Q

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 havea 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.
We have been served with complaints in Chinese courts alleging patent infringement.
We have been served with complaints in Chinese courts alleging that we infringe certain Chinese patents by manufacturing and selling certain
products in China. The complaints seek orders requiring us to destroy inventory of the accused products and equipment for manufacturing theaccused products in China; to stop manufacturing, using, selling, and offering for sale the accused products in China; and to pay damages
plus court fees.
We are unable to predict the outcome of these assertions of infringement made against us and cannot make a reasonable estimate of thepotential 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 tomake material changes to our operations in China, products, and/or manufacturing processes. Any of the foregoing 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.”
The acquisition of our ownership interest in Inotera from Qimonda AG (“Qimonda”) has been challenged by the administrator of theinsolvency proceedings for Qimonda.
In January 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 a share purchase agreement between Micron
B.V. and Qimonda signed in 2008, pursuant to which Micron B.V. purchased substantially all of Qimonda’s shares of Inotera, 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 a patent cross-license between us and Qimonda entered into at the same time as the share purchase agreement. See “PartI. Financial Information – Item 1. Financial Statements – Notes to Consolidated Financial Statements – Contingencies” for further information
regarding the matter.
We are unable to predict the outcome of the matter and cannot make a reasonable estimate of the potential loss or range of possible losses.
The final resolution of this lawsuit could result in the loss of the Inotera shares or monetary51

damages, unspecified damages based on the benefits derived by Micron B.V. from the ownership of the Inotera shares, and/or the terminationof the patent cross-license, which could have a material adverse effect on our business, results of operations, or financial condition.

Risks Related to Laws and Regulations
Increases in tariffs or other trade restrictions or taxes on our or our customers’ products or equipment and supplies could have an
adverse impact on our operations.
In 2020, 88% of our revenue was from products shipped to customer locations outside the United States. We also purchase a significant
portion of equipment and supplies from suppliers outside the United States. Additionally, a significant portion of our facilities are locatedoutside the United States, including in Taiwan, Singapore, Japan, Malaysia, and China.
The United States and other countries have levied tariffs and taxes on certain goods. General trade tensions between the United States andChina have been escalating since 2018, with U.S. tariffs on Chinese goods and retaliatory Chinese tariffs on U.S. goods. Some of our
products are included in these tariffs. Higher duties on existing tariffs and further rounds of tariffs have been announced or threatened by U.S.
and Chinese leaders. Additionally, the United States has threatened to impose tariffs on goods imported from other countries, which could
also impact certain of our customers’ or our operations. If the United States were to impose current or additional tariffs on components that weor our suppliers source, our cost for such components would increase. We may also incur increases in manufacturing costs and supply chain
risks due to our efforts to mitigate the impact of tariffs on our customers and our operations. Additionally, tariffs on our customers’ products
could impact their sales of such end products, resulting in lower demand for our products.
We cannot predict what further actions may ultimately be taken with respect to tariffs or trade relations between the United States and othercountries, what products may be subject to such actions, or what actions may be taken by other countries in retaliation. Further changes intrade policy, tariffs, additional taxes, 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 purchase necessary equipment and supplies, which could
have a material adverse effect on our business, results of operations, or financial condition.
Trade regulations have restricted our ability to sell our products to several customers, could restrict our ability to sell our products
to other customers or in certain markets, or could otherwise restrict our ability to conduct operations.
International trade disputes have led, and may continue to lead, to new and increasing trade barriers and other protectionist 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 components or raw materials, impede or slow the movement of our goods across borders,
impede our ability to perform R&D activities, or otherwise restrict our ability to conduct operations. Increasing protectionism, economic
nationalism, and national security concerns may lead to further changes in trade policy, domestic sourcing initiatives, or other formal andinformal measures that could make it more difficult to sell our products in, or restrict our access to, some markets and/or customers.
Escalating tensions between the United States and China have led to increased trade restrictions and have affected customer ordering
patterns. For example, the U.S. Bureau of Industry and Security (“BIS”) has enacted increasingly broad trade restrictions with respect toHuawei (which represented approximately 10% of our revenue in the fourth quarter of 2020 and 12% in 2019), culminating with restrictions
that took effect on September 15, 2020 and that currently prevent us and many other companies from shipping products to Huawei. We
cannot predict the duration these restrictions will remain in place, whether the BIS will grant us or others licenses to ship products to Huawei,
or whether the BIS or other U.S. or foreign government entities will enact similar restrictions with respect to other customers, markets, or
products. We may not be able to replace the lost revenue opportunities associated with such restrictions.

52 | 2021 Q3 10-Q

The United States has also imposed other restrictions on the export of U.S. regulated products and technology to certain Chinese technology
companies, including certain of our customers. These restrictions have reduced our sales, and continuing or future restrictions could
adversely affect our financial results, result in reputational harm to us due to our relationship with such companies, or lead such companies todevelop or adopt technologies that compete with our products. It is difficult to predict what further trade-related actions governments may take,and we may be unable to quickly and effectively react to such actions. For example, U.S. legislation has expanded the power of the U.S.
Department of Commerce to restrict the export of “emerging and foundational technologies” yet to be identified, which could impact ourcurrent or future products.
Trade disputes and protectionist measures, or continued uncertainty about such matters, could result in declining consumer confidence andslowing economic growth or recession, and could cause our customers to reduce, cancel, or alter the timing of their purchases with us.
Sustained trade tensions could lead to long-term changes in global trade and technology supply chains, which could adversely affect ourbusiness and growth prospects. Trade restrictions that may be imposed by the United States, China, or other countries may impact ourbusiness in ways we cannot reasonably quantify, including that some of our customers’ products which incorporate our solutions may also be
impacted. Restrictions on our ability to sell and ship our products to Huawei could have an adverse effect on our business. In addition, further
increases in trade restrictions or barriers may negatively impact our revenue, and any licenses we have received or could receive in the future
could be rendered ineffective. Any such changes may have an 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.
We may incur additional tax expense or become subject to additional tax exposure.
We operate in a number of locations outside the United States, including Singapore, where we have tax incentive arrangements that areconditional, in part, upon meeting certain business operations and employment thresholds. Our domestic and international taxes are
dependent upon the geographic mix of our earnings among these jurisdictions. Our provision for income taxes and cash tax liabilities in the
future could be adversely affected by numerous factors, including 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, and changes in tax laws and regulations. Additionally, we file income tax returns with the U.S. federal government, various U.S.
states, and various other jurisdictions throughout the world and certain tax returns may remain open to examination for several years. The
results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures may have an adverse
effect on our provision for income taxes and cash tax liability. The foregoing items could have a material adverse effect on our business,
results of operations, or financial condition.
A change in tax laws in key jurisdictions could materially increase our tax expense.
We are subject to income taxes in the United States and many foreign jurisdictions. Changes to income tax laws and regulations, or theinterpretation 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. For example, oureffective tax rate increased from 1.2% for 2018 to 9.8% for 2019 primarily as a result of the Tax Cuts and Jobs Act enacted in December 2017by the United States. Additionally, various levels of government are increasingly focused on tax reform and other legislative actions toincrease tax revenue. The current administration has various proposals that would increase U.S. federal income taxes on corporations.
Further changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project undertaken by theOrganisation for Economic Co-operation and Development, which represents a coalition of member countries and recommended changes tonumerous long-standing tax principles. If implemented by taxing authorities, such changes, as well as changes in U.S. federal and state tax
laws or in taxing jurisdictions’ administrative interpretations, decisions, policies, and positions, could have a material adverse effect on ourbusiness, results of operations, or financial condition.

53

We and others are subject to a variety of laws, regulations, or industry standards, including with respect to climate change, that
may have a material adverse effect on our business, results of operations, or financial condition.
The manufacturing 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.
Climate change concerns and the potential resulting environmental impact may result in new environmental, health, and safety laws andregulations that may affect us, our suppliers, and our customers. Such laws or regulations could cause us to incur additional direct costs forcompliance, as well as increased indirect costs resulting from our customers, suppliers, or both incurring additional compliance costs that are
passed on to us. These costs may adversely impact our results of operations and financial condition. 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.
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;
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.

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, 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, and maintainproduct quality, we must make significant capital investments in manufacturing technology, capital equipment, facilities, R&D, and product andprocess technology.
We estimate capital expenditures in 2021 for property, plant, and equipment, net of partner contributions, will be somewhat above $9.5 billion,
focused on technology transitions and product enablement. Investments in capital expenditures may not generate expected returns or cash
flows. Delays in completion and ramping of new production facilities could significantly impact our ability to realize expected returns on ourcapital expenditures, which could have a material adverse effect on our business, results of operations, or financial condition.
In the past we have utilized external sources of financing when needed. As a result of our debt levels, expected debt amortization, andgeneral economic conditions, it may be difficult for us to obtain financing on terms acceptable to us or at all. We have experienced volatility in
our cash flows and operating results and may continue to experience such volatility in the 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 futureborrowings and make it difficult for us to obtain financing on terms acceptable to us or at all. There can be no assurance that we will

54 | 2021 Q3 10-Q

be able to generate sufficient cash flows, access capital or credit markets, or find other sources of financing to fund our operations, make debt
payments, 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 have a 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
restructure our capital structure, including the refinancing of existing debt. As of June 3, 2021:•••

we had debt with a carrying value of $6.72 billion;$2.50 billion of our Revolving Credit Facility was available to us; andthe conversion value in excess of principal of our convertible notes was $938 million (based on the trading price of our common stockof $82.03 per share on June 3, 2021) and substantially all remaining notes have been converted and will be settled in the fourth
quarter of 2021 with cash for the $130 million principal amount and primarily shares for amounts above principal based on volumeweighted-average prices of our shares for a period of 20 trading days after conversion.

Our debt obligations could adversely impact us. For example, these obligations could:
•
•
•
•
•
•
•
•

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 working capital, capital expenditures, acquisitions, R&D expenditures, and other business activities;
result in certain of our debt instruments being accelerated to be immediately due and payable or being deemed to be in default if
certain terms of default are triggered, such as applicable cross payment default and/or cross-acceleration provisions;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 semiconductor memory and storage industry conditions;increase our exposure to interest rate risk from variable rate indebtedness; anddilute our earnings per share as a result of the conversion provisions in our convertible notes.

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 other liquidity
needs. Additionally, events and circumstances may occur which would cause us to not be able to satisfy applicable draw-down conditions andutilize our Revolving Credit Facility. If we are unable to generate sufficient cash flows to service our debt payment obligations, we may need torefinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable toimplement one or more of these alternatives, we may be unable to meet 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, Singapore dollar, New Taiwan dollar, and yen. In addition, a significant portion of our manufacturing costs aredenominated in foreign currencies. Exchange rates for some of these currencies against the U.S. dollar have been volatile and may bevolatile 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.

55

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 receivable from them. As
a result, we are subject to the risk that the counterparty will default on its performance obligations. A counterparty may not comply 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 for bankruptcy, ourability to recover any losses suffered as a result of that counterparty’s default may be limited by the liquidity of the counterparty or theapplicable laws governing the bankruptcy proceedings. In the event of such default, we could incur significant losses, which could have amaterial 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 price ofour 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 estimates by us or financial estimates and ratings by securities analysts, changes in ourcapital structure, including issuance of additional debt or equity to the public, interest rate changes, 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 ourcommon stock may not realize any return on their investment in us and may lose some or all of their investment. Volatility in the trading priceof our common stock could also result in the filing of securities class action litigation matters, which could result in substantial costs and thediversion of management time and resources.
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, timing, 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. For example, we repurchased 66.4 million shares for $2.66
billion in 2019, 3.6 million shares for $176 million in 2020, and 1.7 million shares for $150 million in the first nine months of 2021. These otherpurposes include, but are not limited to, operational spending, capital spending, acquisitions, and repayment of debt. Other factors, includingchanges 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, the authorization 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.

56 | 2021 Q3 10-Q

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.

PeriodMarch 5, 2021
April 9, 2021
May 7, 2021

– April 8, 2021
– May 6, 2021
– June 3, 2021

Total numberof shares
purchased

195,967 $906,068
637,772
1,739,807 $Total number of shares
Maximum number (or approximate dollar
Averagepurchased as part ofvalue) of shares that may yet be purchased
price paid publicly announced plans orunder publicly announced plans or
per shareprograms
programs

90.18
89.05
80.99
86.23

195,967
906,068
637,772
1,739,807 $

7,012,266,321

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 the amounts in the table above.

57

ITEM 6. EXHIBITS
Exhibit
NumberDescription of Exhibit
10.22
Credit Agreement, dated as of May 14, 2021, by and among Micron
Technology, Inc., as borrower, HSBC Bank USA, National
Association, as administrative agent, the other agents party thereto,and each financial institution party from time to time thereto
10.23
Term Loan Credit Agreement, dated as of May 14, 2021, by andamong Micron Technology, Inc., as borrower, Wells Fargo Bank,
National Association, as administrative agent, the other agents party
thereto, and each financial institution party from time to time thereto
31.1
Rule 13a-14(a) Certification of Chief Executive Officer
31.2
Rule 13a-14(a) Certification of Chief Financial Officer
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350
101.INS
Inline XBRL Instance Document - the instance document does notappear in the Interactive Data File because its XBRL tags areembedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL andcontained in Exhibit 101)

58 | 2021 Q3 10-Q

Filed
Herewith
X

X

X
X
X
X
X
X
X
X
X
X
X

Form

PeriodEndingExhibit/Appendix

Filing
Date

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: July 1, 2021

By:/s/ David A. Zinsner
David A. Zinsner
Senior Vice President and Chief Financial Officer(Principal Financial Officer)/s/ Scott Allen
Scott Allen
Corporate Vice President and Chief Accounting Officer(Principal Accounting Officer)

59

Exhibit 10.22
EXECUTION VERSIONCREDIT AGREEMENT
among
MICRON TECHNOLOGY, INC.,
as BorrowerandTHE LENDERS PARTY HERETO,
andHSBC BANK USA, NATIONAL ASSOCIATION,
as Administrative Agent
Dated as of May 14, 2021
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 CONTENTSSECTION 1 DEFINITIONS
1.1. Defined Terms
1.2. Other Definitional Provisions
1.3. Delivery of Notices
1.4. Divisions
SECTION 2 THE CREDITS
2.1. Revolving Commitments
2.2. Revolving Loans and Borrowing
2.3. Requests for Revolving Borrowings
2.4. Documentary Credits
2.5. Funding of Revolving Borrowings
2.6. Termination and Reduction of Revolving Commitments
2.7. Repayment of Loans; Evidence of Debt
2.8. Interest Rates and Payment Dates
2.9. Computation of Interest and Fees
2.10. Benchmark Replacement Setting
2.11. Prepayment of Loans
2.12. Conversion and Continuation Options
2.13. Limitations on Eurodollar Tranches
2.14. Pro Rata Treatment, etc.
2.15. Requirements of Law
2.16. Taxes
2.17. Indemnity
2.18. Change of Lending Office
2.19. Fees
2.20. Nature of Fees
2.21. Incremental Revolving Facilities
2.22. Replacement of Lenders
2.23. Extensions of Commitments
2.24. Defaulting Lenders
2.25. Sustainability Adjustments
SECTION 3 REPRESENTATIONS AND WARRANTIES
3.1. Existence; Compliance with Law
3.2. Power; Authorizations; Enforceable Obligations
3.3. No Legal Bar
3.4. Accuracy of Information
3.5. No Material Adverse Effect
3.6. Title to Assets; Liens
3.7. Intellectual Property
3.8. Use of Proceeds
3.9. Litigation
3.10. Federal Reserve Regulations
3.11. Solvency
3.12. Taxes

i

Page
1
1
31
32
32
32
32
32
33
33
37
38
38
39
39
40
42
42
43
43
44
45
49
49
49
50
50
51
52
53
54
56
56
57
57
57
57
57
58
58
58
58
58
58

3.13.
3.14.
3.15.
3.16.
3.17.
3.18.
3.19.
3.20.
SECTION 4
4.1.
4.2.
SECTION 5
5.1.
5.2.
5.3.
5.4.
5.5.
5.6.
5.7.
SECTION 6
6.1.
6.2.
6.3.
6.4.
6.5.
6.6.
SECTION 7
7.1.
SECTION 8
8.1.
8.2.
8.3.
8.4.
8.5.
8.6.
8.7.
8.8.
8.9.
8.10.
8.11.
8.12.
8.13.
8.14.
8.15.
SECTION 9

ERISA
Environmental Matters; Hazardous Material
Investment Company Act; Other Regulations
Labor Matters
Anti-Corruption Laws and Sanctions
Affected Financial Institutions
Disclosure
ERISA Event
CONDITIONS PRECEDENT
Conditions to the Closing Date
Each Credit Event
AFFIRMATIVE COVENANTS
Financial Statements, etc.
Compliance Certificate; Reporting
Maintenance of Existence
Maintenance of Insurance
Use of Proceeds and Documentary Credits
Compliance with Laws
Designation of Subsidiaries
NEGATIVE COVENANTS
Limitation on Indebtedness
Limitation on Liens
Merger, Consolidation, or Sale of Assets
Limitation on Sale and Leaseback Transactions
Anti-Corruption Laws and Sanctions
Financial Covenant
EVENTS OF DEFAULT
Events of Default
THE AGENTS
Appointment
Delegation of Duties
Exculpatory Provisions
Reliance by the Administrative Agent
Notice of Default
Non-Reliance on the Agent and Other Lenders
Indemnification
Agent and Sustainability Structuring Agent in Their Individual Capacity
Successor Administrative Agent
Successor Sustainability Structuring Agent
Payments
Other Terms
Enforcement by the Administrative Agent
Withholding Tax
Certain ERISA Matters
MISCELLANEOUS

ii

58
59
59
59
59
59
59
59
60
60
61
61
61
61
62
62
62
63
63
63
63
64
65
65
66
66
67
67
69
69
69
69
70
70
71
71
72
72
72
73
74
75
75
75
76

9.1.
9.2.
9.3.
9.4.
9.5.
9.6.
9.7.
9.8.
9.9.
9.10.
9.11.
9.12.
9.13.
9.14.
9.15.
9.16.
9.17.
9.18.
9.19.
9.20.
9.21.

Amendments and Waivers
Notices
No Waiver; Cumulative Remedies
Survival of Representations and Warranties
Payment of Expenses
Successors and Assigns; Participations
Adjustments; Setoff
Counterparts
Severability
Integration
GOVERNING LAW
Submission To Jurisdiction; Waivers
Acknowledgements
Guarantors; Release of Guarantors
Confidentiality
WAIVERS OF JURY TRIAL
Patriot Act
No Fiduciary Duty
Acknowledgement and Consent to Bail-In of Affected Financial Institutions
Interest Rate Limitations
Existing Credit Agreement

76
78
80
80
80
81
84
85
85
85
86
86
86
86
87
88
88
89
89
90
90

SCHEDULES
Schedule 1.1 Revolving Commitment Amounts
Schedule 1.2 Unrestricted Subsidiaries
Schedule 1.3 Sustainability Performance Thresholds
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

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

iii

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 (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 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.
“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 is under common
control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause thedirection of the management and policies of such Person whether through the 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.
“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 Eurodollar Loan or any Base Rate Loan,as the case may be, the applicable rate per annum set forth below under the caption “Eurodollar Spread” or “Base Rate Spread”, as the casemay be, corresponding to the applicable Corporate Ratings from the Rating Agencies on such date:
Level:
1

Pricing
Level

Ratings:

Corporate≥ BBB+ /Baa1 / BBB+

-1-

SpreadEurodollar
1.00%

Rate Spread

Base
0.00%

Level:2
3
4
5

Pricing
Level
Level

Ratings:

Corporate

Baa2 / BBB
Baa3 / BBB-

Level
Level

Ba1 / BB+
Ba2 / BBBBB /BBB- /
BB+ /≤ BB /

SpreadEurodollar

Rate Spread

Base

1.125%

0.125%

1.25%

0.25%

1.50%

0.50%

1.75%

0.75%

For purposes of the foregoing, (i) if only one Corporate Rating is in effect, the Applicable Margin shall be determined by reference tosuch available Corporate Rating, (i) if two or three Corporate Ratings are in effect, the Applicable Margin shall be determined by reference tothe highest of the two or three, as applicable, Corporate Ratings unless the other Corporate Rating(s) are more than one notch lower than thehighest Corporate Rating, in which case, the Applicable Margin shall be one notch lower than such highest Corporate Rating; (iii) if noCorporate 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 beeffective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall havebeen 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 such change 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 Date based 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 other material 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 and accepted by the
Administrative Agent to the extent required pursuant to Section 9.6, substantially in the form of Exhibit D hereto.
“Attributable Debt”: in connection with a sale and lease-back transaction the lesser of: (1) the fair value of the assets subject to suchtransaction, as determined in good faith by a Responsible Officer of the-2-

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.
“Availability Period”: the period from and including the Closing Date to but excluding the earlier of the Revolving Maturity Date andthe date of termination of the Revolving Commitments.
“Available Tenor”: as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such
Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining
the length of an Interest Period pursuant to this Agreement as of such date 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).
“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 theEuropean 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 theUnited 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 ineffect on such day plus ½ of 1% and (c) Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, theimmediately preceding Business Day) plus 1%. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or theEurodollar Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Eurodollar
Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.10 hereof, then the Base Rate shall be thegreater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rateas 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, LIBOR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its
related Benchmark Replacement Date have occurred with respect to LIBOR or the then-current Benchmark, then “Benchmark” means theapplicable 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:-3-

(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;(3) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as thereplacement 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 for determining 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-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 a screen 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), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be theFloor 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 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 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 the Reference Time such Benchmark
Replacement is first set for such Interest Period that would apply to the 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 (3) 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 theapplicable 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 ascreen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the
Administrative Agent in its reasonable discretion.

-4-

“Benchmark Replacement Conforming Changes”: with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Base Rate,” 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 orcontinuation 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 to permit 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 mannerof administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and theother 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 date of the publicstatement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof);(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement 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 isprovided 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 is provided to the Lenders, 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 the same day as, but earlier than,the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to theReference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case ofclause (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 tothe then-current Benchmark:(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the publishedcomponent 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);-5-(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, 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 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 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 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 publicstatement or publication of information set forth above has occurred with respect to each then-current 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 toclauses (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 with this 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 inaccordance 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 to Title 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 (forpurposes 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 on behalf 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.

-6-

“Borrowing”: Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as towhich 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 Loanshereunder.
“Borrowing Request”: a request by the Borrower for a Borrowing in accordance with Section 2.3, which shall be substantially in theform of Exhibit B or any other form approved by the Administrative Agent.
“Business Day”: any day other than a Legal Holiday.
“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 ofassets, after liabilities, of such Person.
“Captive Insurance Subsidiary”: any Restricted Subsidiary of the Borrower that is subject to regulation as an insurance company (orany 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 thanthe Borrower, its Subsidiaries or any employee benefit plan of the Borrower or its Subsidiaries, has filed a Schedule 13D or Schedule TO (orany 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 used in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the Voting Stock of the Borrower,
unless such beneficial ownership (a) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation madepursuant to the applicable rules and regulations under the Exchange Act, and (b) is not also then reportable on Schedule 13D (or any successor
schedule under the Exchange Act, except that a person will be deemed to have beneficial ownership of all shares that such person has the rightto 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 of a 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 thattransaction 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 Loans comprising such Borrowing, areLoans made pursuant to Commitments with a like maturity date, and when used in reference 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.
Lender.

“Commitment”: with respect to any Lender, each Revolving Commitment or Incremental Revolving Commitment, if any, of such

-7-

“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:
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

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 byreference to such available Corporate Rating, (i) if two or three Corporate Ratings are in effect, the Commitment Fee Percentage 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, 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 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 oremail 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 andending on the date immediately preceding the effective date of the next Corporate Rating change.
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 themeaning of Section 4001 of ERISA or is part of a controlled group that includes the Borrower and that 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 in the form of Exhibit C.
“Consolidated EBITDA”: with respect to any Person for any Measurement Period, the sum of, without duplication, the amounts forsuch 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

-8-

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 the extent not of a type describedin 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 thisAgreement (whether or not successful) or related to the entry into this Agreement; and (8) any charges, expenses or costs incurred inconnection or 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 and discontinued operations (as determined in accordance withGAAP) 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 each case as if such asset sale orother 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 be made 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 thetransaction which is being given pro forma effect that are reasonably identifiable and factually supportable and have been realized or forwhich 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 be sustainable); 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 shallbe 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 inaccordance 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 issuance costs, 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 the refinancing, incurrence, purchaseor redemption of Indebtedness, (v) any amortization of debt discounts, including discounts on convertible notes, and (vi) amortization of othercosts, 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-controlling interests, for such period as determined inaccordance with GAAP, adjusted, to the extent included in calculating such net 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-9-the Borrower’s allocable interest in such entity): (1) all extraordinary, unusual or nonrecurring gains or losses (net of fees and expense relating
to the transaction giving rise thereto); (2) gains or losses in respect of any asset impairments, write-offs or sales (net of fees and expenses
relating to the transaction giving rise thereto); (3) any expenses, losses or charges incurred related to lower of cost or market write-downs forwork in process or finished goods inventories; (4) any expenses, losses or charges incurred related to excess or obsolete inventories; (5) thenet income (loss) from any disposed or discontinued operations or any net gains or losses on disposed or discontinued operations; (6) any gainor 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 and expenses resulting from the application of fair value accounting toderivative instruments; and (10) gains or losses resulting from currency fluctuations. In addition, to the extent not already included in
Consolidated Net Income of such 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 inconnection with any investment or sale, conveyance, transfer or disposition of assets 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 theoption 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 the most recently completed fiscal quarter forwhich financial statements have been filed with the SEC and computed in accordance 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, other intangibles, deferred financing fees, debt issuancecosts, commissions, fees and expenses); non-cash compensation expense incurred in connection with the issuance of Equity Interests to any
director, officer, employee or consultant of such 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 orother undertaking to which such Person is a party or by which it or any of its property is bound.
“Copyrights”: (i) all copyrights, database rights, design rights, mask works and works of authorship arising under the laws of theUnited 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 in connection therewith, including, without limitation, allregistrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

- 10 -

“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 or recommended by the Relevant Governmental Body for
determining “Daily Simple SOFR” for syndicated business loans; 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 atsuch time plus (b) the aggregate amount of all DC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at suchtime. 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 a Defaulting 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 thenoutstanding 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 UnitedStates or other applicable jurisdictions from time to time in effect 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 thedate such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing thatsuch 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 Agentor 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 Loan hereunder and states that such position is based on such Lender’s determination thata 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- 11 -

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 that has, after the Closing Date, (i) become the subject to any bankruptcy event, (ii) had appointed for it areceiver, 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 acquisition of any equity interest in that Lender or any direct or indirect parent company thereof
by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdictionof courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such
Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by
the Administrative Agent 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 toSection 2.24(b)) upon delivery of 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-denominated syndicated 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 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 and the provisionby 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 tothe supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution
described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an
institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country”: 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.

- 12 -

“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 or other Requirements of Law (including commonlaw) regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health (to theextent related to exposure to Materials of Environmental 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 the regulations promulgatedand rulings issued thereunder.
“ERISA Event”: (a) any Reportable Event; (b) the failure by any Plan to satisfy the minimum funding standards (within the meaningof 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 theCode 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 awaiver of the minimum funding standard with respect 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 with respect 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 the Borrower 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 andemergency 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” inRegulation D of the Board of Governors) 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 which rate is approved by the Administrative
Agent), as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as maybe- 13 -

designated by the Administrative Agent from time to time) at approximately 11:00 A.M. (London time) on the date that is two Business Daysprior to the beginning of the relevant Interest Period for deposits in Dollars for a period equal to such Interest Period; provided that, to theextent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurodollar Base Rate” shall be theinterest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars areoffered 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 the date 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 1/100th of 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 of notice, the lapse oftime, 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, thelenders 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 publishedadministrative 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 bydepositary 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- 14 -

NYFRB as the effective federal funds rate, provided that if the Federal Funds Effective Rate as so determined would be less than zero, suchrate shall 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 this Agreement, themodification, amendment or renewal of this Agreement or otherwise) with respect to LIBOR.
“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 is organized or existing under thelaws 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/orintercompany debt obligations owed or treated as owed by, one or more (i) CFCs and/or (ii) Subsidiaries described in this denition.
“Funding Office”: the office of the Administrative Agent specified in Section 9.2(a) or such other office as may be specified fromtime to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.
“GAAP”: generally accepted accounting principles in the United States set forth in the statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of theaccounting 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 thePartially Successful Completion Threshold for such calendar year, (b) zero basis points if the GHG Emissions Intensity Reduction as set forthin the Sustainability Pricing Certificate is greater than the Successful Completion Threshold and is less than or equal to the Partially
Successful Completion Threshold for such calendar 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- 15 -

Pricing Certificate is greater than the Successful Completion Threshold and is less than or equal to the Partially Successful Completion
Threshold for such calendar 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 political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as
the European Union or the European Central Bank).
“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 ofbusiness 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 thepurchase or sale of 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 not constitute a Guarantee, provided that payment obligations,warranties, indemnities, performance guarantees and related 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 each case, until the Guaranteeof such Person under the Subsidiary Guaranty has been released in accordance with the provisions 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, established pursuant 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 hereunder pursuant 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 any other 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

- 16 -

financing transaction, or may be an obligation that under GAAP is classified as “debt” or another type of liability, whether required to bereflected on the balance sheet of the obligor or otherwise.
The amount of any Indebtedness outstanding as of any date will be:interest;(1)

the accreted value of the Indebtedness, in the case of any Indebtedness that does not require the current payment of(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 nototherwise Guaranteed by the specified Person), the lesser of: (a) the fair value (as determined in good faith by a Responsible Officerof 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 or more 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 ofIndebtedness pursuant to this Agreement (whether or not Indebtedness), an amount calculated in accordance with clause (2) of thedefinition 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 ofIndebtedness more than once despite the fact more than one Person is liable with respect to such Indebtedness and despite the fact that suchIndebtedness 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 of Indebtedness). In addition, accrual of interest andaccretion 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 reporton environmental, social and governance issues.
ERISA.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of“Insolvent”: pertaining to a condition of Insolvency.

- 17 -

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arisingunder United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, thePatents, 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 Eurodollar Loan having an Interest
Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than threemonths, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest
Period and (d) as to any Eurodollar Loan, the date of any repayment or prepayment made in respect thereof.
“Interest Period”: as to any Eurodollar Loan, each period commencing on the last day of the next preceding Interest Period applicableto such Eurodollar 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 day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions
relating to Interest 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 anothercalendar month in which event such Interest Period shall end on the immediately preceding Business Day;
Date; and(ii)

the Borrower may not select an Interest Period that would extend beyond the applicable Revolving Maturity(iii)
any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there isno numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of acalendar month.
“Investment”: any direct or indirect loan, advance (or other extension of credit) or capital contribution to (by means of any transfer ofcash or other property or assets to another Person or any other payments for property or services for the account or use of another Person)
another Person, including, without limitation, the following: (1) the purchase or acquisition of any Capital Stock or other evidence ofbeneficial ownership in another Person; and (2) the purchase, acquisition or Guarantee of the Indebtedness or other liability of another Person.
“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 publishedfrom 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 and Investment Bank, Mizuho
Bank, Ltd., MUFG Bank, Ltd. and Wells Fargo Bank, National Association party hereto and each 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).

- 18 -

Any Issuing Bank may, in its discretion and with notice to the Borrower and the Administrative Agent, arrange for one or more 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 toDocumentary 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 and including 50% of theEquity 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 recognizedauditing firm, (ii) a nationally recognized assurance provider or (iii) an independent consultant with experience with environmental, social andgovernance 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 for each KPI Metric for theapplicable calendar year (except, for the avoidance of doubt, the calendar year ended December 31, 2020); provided that all data andinformation set forth in such KPI Metrics Report shall also be set forth in 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 a place 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 bemade 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 bedeemed to constitute a Lien.
“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.

- 19 -

“Loan Parties”: the Borrower and any Guarantors.
“Material Adverse Effect”: a material adverse effect on (a) the business, financial condition, results of operations 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 and the 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 forwhich financial statements are available, had total assets (based on book value after intercompany eliminations) as of the end of such quarterin 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, the term “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 purposesof this 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-petition interest is allowed in such proceeding) the Loans, DC Exposure and all otherobligations and liabilities of the Borrower to the Administrative Agent or to any Lender, whether direct or indirect, absolute- 20 -

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 or therewith, whether on
account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements ofcounsel 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 the applicable 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 a payment 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 Eurodollar 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 political subdivision thereof, allreissues, reexaminations, and extensions thereof, (ii) all applications for letters patent of the United 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 tomake, 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 (or any successor).

- 21 -

“Permitted Liens”:
Date;

(1)

Liens existing as of the Closing Date or arising thereafter pursuant to related agreements existing as of the Closing(2)
Liens on property given to secure all or any part of the payment of or financing of all or any part of the purchase pricethereof, or the cost of development, operation, construction, alteration, repair or improvement of all or any part thereof; provided thatsuch 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 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, orconstructed, altered or repaired and any improvements then or thereafter placed thereon and the capital stock of any Person formed toacquire 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 such property) (including acquisition through merger or consolidation) or at the time ofsuch 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 not extend 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 in connection with the purchase or acquisition thereof or of an interest thereinby the Borrower or a Subsidiary and (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 contributed or 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 the financing 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 theordinary course of business, Liens in connection with legal proceedings and Liens arising solely 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;- 22 -

(8)Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 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 each case in the ordinary course of business, deposits as security forcontested taxes, import or customs duties, liabilities to insurance carriers or for the payment of rent, and Liens to secure letters ofcredit, 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 andpartial, 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 purchaseof 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 theaccount 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 automated clearing-house transfers of funds or otherfund 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 of such Subsidiary’s interest as aninsured under such policies;(15)
Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties inconnection 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 andother 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 orreplacements), in whole or in part, of any Lien referred to in this clause (17) or the preceding clauses (1) through (16), or any Liensthat 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- 23 -

repayment or prepayment of the Indebtedness (including any such repayment pursuant to amortization obligations with respect tosuch Indebtedness) being extended, renewed, substituted, replaced, refinanced or refunded, which Indebtedness is or 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 definition of 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 of whatever 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). Each change 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 andother 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, or other bulk purchase transaction not prohibited
under this Agreement so long as (i) the consideration, which shall be cash 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 fiveBusiness Days (or such 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 a certificate 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 five- 24 -

Business Days prior to consummation of the Qualified Acquisition, the Borrower shall deliver such notice (and certificate, 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) auditscores received by the manufacturing locations of the Borrower and its Subsidiaries at the applicable 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.
(London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBOR, thetime 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 andthe 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, a policy 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 a committee officiallyendorsed 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.

- 25 -

“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 to which 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 that whenever 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 ofmaking any determination of Required Lenders.
“Requirement of Law”: as to any Person, the certificate of incorporation and bylaws or other organizational or governing documentsof such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in eachcase 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 owned by the Borrower or
one or more Subsidiaries of which at least 80% of the Voting Stock is owned directly or indirectly by the Borrower and (ii) is not an
Unrestricted Subsidiary, provided that, for purposes of clause (i), any Voting Stock owned 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 acquireparticipations 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 orincreased from time to time pursuant to assignments 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 (as such "term isdefined 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’sLoans and its DC Exposure at such time.
“Revolving Credit Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such
Lender’s Revolving Credit Exposure at such time to the Revolving Credit Exposure of all Lenders at such time.

- 26 -

“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 thenoutstanding.
“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 andtermination 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 incases where clause (b) of the preceding 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 ofthis 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 ofForeign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, by the United Nations Security Council, theEuropean Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b)any Person operating, organized or 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 from time 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, 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 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 andReporting Standard (Revised Edition).
“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

- 27 -

“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 under clauses (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 for such Business Day
published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on theimmediately 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.
“Solvent”: when used with respect to any Person and its Subsidiaries, means that, as of any date of determination, (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 theamount 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 accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the
present fair saleable 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 absoluteand 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 rightis reduced 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 suchright to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.
“Stated Maturity”: May 14, 2026; provided that, with respect to any Extended Revolving Commitments, the Stated Maturity withrespect 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 ofCapital 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 the election of directors, managers or trustees of thecorporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one ormore of the other Subsidiaries of that Person (or a combination thereof); and- 28 -

(2)any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiaryof 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 the date 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 in accordance 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 or zero), equal to thesum 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 ofeach of the Key Performance Indicators as reflected in the Sustainability Pricing Certificate, and specified in Schedule 1.3 (Sustainability
Performance Thresholds).
“Sustainability Pricing Certificate”: a certificate signed by a duly elected Responsible Officer of the Borrower which shall bedelivered 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 copies of 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.

- 29 -

“Term SOFR”: for the applicable Corresponding Tenor as of the applicable Reference Time, 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.
time.

“Total Revolving Credit Exposure”: the sum of the outstanding principal amount of all Lenders’ Loans and their DC Exposure at such

“Trademarks”: (i) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious businessnames, trade styles, service marks, logos, domain names, and other source or business identifiers, and all goodwill associated therewith, allregistrations and recordings thereof, and all applications in connection 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 political subdivision 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 rightto 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 Loanscomprising such Borrowing, is determined by reference to the Base Rate or the Eurodollar Rate.
“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 (as amended from time to time)
promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (asamended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions andinvestment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolutionof 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 Subsidiary”: (1) any Subsidiary of the Borrower listed on Schedule 1.2, (2) any Subsidiary of the Borrower designatedby 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.

- 30 -

“Unused Revolving Commitment”: with respect to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s
Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding.
“Voting Stock”: all classes of capital stock or other interests (including partnership interests) of a Person then outstanding andnormally 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 nonhazardous waste represented in kilograms diverted from landfill through on-site reuse, off-site reuse, 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 and conversion powers ofsuch 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 theapplicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial
Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or
obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercisedunder it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or
ancillary to any of those powers.
“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 the Partially Successful Completion Threshold for suchcalendar 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 or equal 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 the Partially Successful Completion Threshold for suchcalendar 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 or equal 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 theother 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 or delivered pursuant hereto or
thereto, (i) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (ii) the word
“incur” shall be construed to mean incur, create,- 31 -

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 to refer to any and all tangible andintangible 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 thisAgreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to thisAgreement unless otherwise specified.
(d)
The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. References toagreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual
Obligations as amended, supplemented, restated or otherwise 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 in accordance with GAAP.
1.3.
Delivery of Notices. Any reference to a delivery or notice date that is not a Business Day shall be deemed 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 Delawarelaw (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes theasset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to thesubsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first dateof its existence by the holders of 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 to make 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 toany application of proceeds of such Borrowing pursuant to Section 2.7) 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 theforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.
The Revolving Loans may from time to time be Eurodollar 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 any other Lender of its obligations hereunder; provided that the Revolving
Commitments of the Lenders are several and no 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 or Eurodollar Loans as the
Borrower may request in accordance herewith. Each Lender at its- 32 -

option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan bydesignating 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 Loan in accordance with the terms of this Agreement.
(c) At the commencement of each Interest Period for any Eurodollar 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 is made,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 the entire unused balance of the total Revolving Commitments orthat is required to finance the reimbursement of a DC Disbursement as contemplated by Section 2.4(e). Borrowings of more than one Typeand Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten Eurodollar Revolving
Borrowings outstanding.
(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert orcontinue, 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 Agentof such request by submitting a Borrowing Request (a) in the case of a Eurodollar 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 irrevocableand shall be signed by a Responsible Officer of the Borrower. Each such Borrowing Request shall specify the following information incompliance 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 Eurodollar Borrowing;(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall 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 shall comply with therequirements 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 Eurodollar Revolving Borrowing, then the Borrower shall be deemed to haveselected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, theAdministrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of therequested Borrowing.
2.4.
Documentary Credits. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuanceof 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 conditions of any- 33 -

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 theamendment, renewal or extension of an outstanding Documentary Credit), the Borrower shall hand deliver or telecopy (or transmit byelectronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bankand the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event noless than three Business Days) a notice requesting the issuance of a Documentary Credit, or identifying the Documentary Credit to beamended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), thedate 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 and such 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 to represent 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 Exposure in 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) the applicable 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 the Issuing Bank to thebeneficiary 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 amountthereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, each such Issuing Bank hereby grants toeach Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Documentary Credit equal to such Lender’s
Revolving Loan Percentage of the aggregate amount available to be drawn under such Documentary Credit. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account ofsuch 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 and agrees that its obligation to acquire participations pursuant to this paragraph inrespect of Documentary Credits is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any- 34 -

Documentary Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each suchpayment 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., New York 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 witha 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 whendue, the Administrative Agent shall notify each Lender of the applicable DC Disbursement, the payment then due from the Borrower inrespect thereof and 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 the same 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 theLenders), 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 this paragraph to reimburse such
Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to thisparagraph 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 shallbe absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Documentary Credit, any Documentary Credit
Agreement or this Agreement, or any term or provision 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 termsof 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 other communication 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 arisingfrom causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse the applicable Issuing Bank
from liability 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 bysuch Issuing- 35 -

Bank’s failure to exercise care when determining whether drafts and other documents presented under a Documentary Credit comply with theterms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicableIssuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in eachsuch determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect todocuments presented which appear on their face to be in substantial compliance with the terms of a Documentary Credit, the applicableIssuing 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 notin 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 Bankhas made or will make an DC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect 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 andincluding the date such DC Disbursement is made to but excluding the date that the reimbursement is due and payable at the rate per annum
then applicable to Base Rate Revolving Loans and such 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 forthe 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, theAdministrative 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 remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank
under this Agreement with respect 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 the Lenders, in which case, such Issuing Bank shallbe 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- 36 -

the maturity of the Loans 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 of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shallbecome effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in Section 7.1(f) or (g). Such deposit shall be held by the
Administrative Agent as collateral for the payment and performance 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 earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the
Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on suchinvestments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the IssuingBank for DC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of thereimbursement 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 otherObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the extent not applied as aforesaid) shall be returned to the 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 oroutstanding 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 hereunderfor 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 might otherwise be available to it as a guarantor or suretyof any or all of the obligations of such Subsidiary in respect of such Documentary Credit. The Borrower hereby acknowledges that theissuance of such Documentary Credits for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives
substantial benefits from the 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 forsuch purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting theamounts 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 madeto finance the reimbursement of an DC Disbursement as provided in Section 2.4(e) shall be remitted by the Administrative Agent to therelevant Issuing Bank.
(b)
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing thatsuch Lender will not make available to the Administrative Agent such Lender’s Revolving Loan Percentage of such Borrowing, theAdministrative Agent may assume that such Lender has made such Revolving Loan Percentage of such Borrowing available on such date inaccordance- 37 -

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 such amount is made available to the Borrower to but excluding thedate 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 rateapplicable to Base Rate Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s
Revolving Loan included in such Borrowing.
2.6.
(a)such Class.

Termination and Reduction of Revolving Commitments.
Unless previously terminated, the Revolving Commitments of any Class shall terminate on the Revolving Maturity Date of(b)
The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) eachreduction 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 underparagraph (b) of this Section at least three Business Days prior to the effective date of such termination 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 theCommitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or anothercontingency, 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 accordance with 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 thenunpaid 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 sub-accounts 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.

- 38 -

(d)The entries made in the Register and the accounts of each Lender maintained pursuant to Sections 2.7(b) and (c) shall, to theextent permitted by applicable law, be prima facie evidence of the existence and amounts of 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 suchaccount, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans madeto 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 of such notice, a Note to evidence such
Lender’s Loans in form and substance reasonably satisfactory to the Lender and the Borrower.
2.8.

Interest Rates and Payment Dates.

(a)Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum
equal to the Eurodollar Rate determined for such Interest Period plus the Applicable Margin.
Margin.

(b)

Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate from time to time plus the Applicable(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 andpayable, and, in each case, for so long as such overdue Obligation remains unpaid, the Borrower shall pay, but only to the extent permitted bylaw, 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 rate of 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 the actual days elapsed, except
that, with respect to Base Rate Loans, when the Base Rate is based on the Prime Rate the interest thereon shall be calculated on the basis of a365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the
Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in theBase Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business 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 theamount of each such change in interest rate.

- 39 -

(b)Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall beconclusive 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 actual or 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 interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.
2.10.

Benchmark Replacement Setting.

(a)

Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.10, if prior to the first day of any Interest Period:(i)the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding
upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist forascertaining the Eurodollar Rate for such Interest Period, or(ii)
the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determinedor 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 by such 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 as soon as practicable
thereafter. If such notice is given (x) any Eurodollar Loans hereunder requested to be made on the first day of such Interest Period shall bemade as Base Rate Loans, (y) any Loans hereunder that were to have been converted on the first day of such Interest Period to Eurodollar
Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar 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 Eurodollar Loans hereunder shall be made or continued as such, nor shall the
Borrower have the right to convert Loans hereunder to Eurodollar 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 ReferenceTime in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause(1) or (2) of the definition of “Benchmark Replacement” for such Benchmark 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, this Agreement or any other Loan Document and (y) if a
Benchmark Replacement is determined in accordance with clause (3) 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 inrespect of any Benchmark setting at or after 5:00 p.m.

- 40 -

(New York City time) on the fifth (5th) Business Day after the date notice of 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 not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising
the Required Lenders.
(c)Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, theAdministrative 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 theLenders 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 an event, circumstance or date and any
decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made inits or their sole discretion and without consent from any 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 the then-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 thatpublishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor forthe administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any
Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant
to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark
Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark(including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark
settings at or after such time to reinstate such previously removed tenor.
(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 Eurodollar Borrowing of, conversion to or continuation of Eurodollar 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, the component 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.

- 41 -

The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability in respect of (a) the monitoring,
determination or verification of the unavailability or cessation of LIBOR (or other applicable 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 suchalternative, 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, 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 the same Business Day, which notice shall specify the date and amount of
prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided that if a Eurodollar Loan is prepaid on any dayother than 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 ofsuch 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 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 thenoutstanding principal amount of Loans). The application of any prepayment pursuant to this Section 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 Eurodollar Loans of therespective Lenders (and of the respective tranche, if there are multiple tranches). A notice of prepayment of all outstanding Loans pursuant tothis Section 2.11(a) may state that such notice is conditioned upon the effectiveness of other credit facilities, securities offerings or othertransactions, 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 Eurodollar Loans to Base Rate Loans by giving the Administrative
Agent prior irrevocable notice, in substantially the form attached hereto as Exhibit F, of such election 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 Eurodollar Loans may only bemade on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans toEurodollar Loans by 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 Eurodollar Loan when any Event of Default has occurred and iscontinuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such
conversions. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof.

- 42 -

(b)Any Eurodollar 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) Business Day preceding the proposedcontinuation date to the Administrative Agent, in substantially the form attached hereto as Exhibit F, in accordance with the applicableprovisions 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 that no Eurodollar 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 above in this paragraph or if such continuation is not permitted pursuant to
the preceding proviso such Eurodollar Loans 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 Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions
and continuations of Eurodollar 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 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 the Lenders hereundershall 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., New York City time, on the date on whichsuch payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day suchpayment shall become due and payable on the next succeeding Business Day and, with respect to payments of principal, interest thereon shallbe payable at the then applicable rate during such extension. Interest in respect of any Loan hereunder shall accrue from and including the dateof 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 of any payment due tobe 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 the Administrative Agent may, but shall not be required to, in reliance upon suchassumption, make available to the Lenders 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 Agent shall be entitled torecover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount withinterest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit therights 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- 43 -

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 other provision 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 thereof or 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 BaselCommittee 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 or Issuing Bank to any Tax of any kind whatsoever with respect tothis Agreement or any Eurodollar 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 or other extensions of credit by, or any otheracquisition of funds by, any office of such Lender or Issuing Bank that is not otherwise included in the determination of theEurodollar Rate; or(iii)
shall impose on any such Lender or Issuing Bank or the London interbank market (by reasons of such Lender or
Issuing Bank’s participation in the London interbank market) any other condition, cost or expense (other than Taxes) affecting thisAgreement 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 Eurodollar Loans 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 so entitled.
(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 thereof or 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) from any Governmental Authority made subsequent to the Closing Date shall have the effect of
reducing the rate of return on 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 orcompliance (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 be material, then from time to- 44 -

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 Bankor 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 thecontrary in this Section 2.15, the Borrower shall not be required to compensate any Lender or Issuing Bank pursuant to this Section 2.15 forany amounts incurred more than 180 days prior to the date that such Lender or Issuing Bank notifies the Borrower of such Lender’s or IssuingBank’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 thisSection 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), all payments by or on
account of any obligation of any Loan Party hereunder or under any other Loan Document shall be 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 or former
connection with the applicable taxing jurisdiction (other than any such connection arising solely from the Administrative 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 anassignee pursuant to a request by the Borrower under Section 2.22 hereof, any U.S. federal withholding tax except (A) to the extent suchwithholding tax results from a change in a Requirement of Law after the recipient became a party hereto or changed its lending office or (B) tothe 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 additional amounts from any Loan Party with respect to such withholding tax pursuant to thisSection 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 so that after all required deductions for Non-Excluded Taxes and Other Taxes (including deductions for NonExcluded Taxes and Other Taxes applicable to additional sums payable under this Section 2.16) have been made, the Lender (or, in the case ofany 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- 45 -

obligated to pay an amount under Section 2.16(a) or Section 2.16(b) within 180 days of the later of (x) the date the applicable party incurs theTaxes or (y) the date the applicable party has knowledge of its incurrence of the Taxes, then such party shall not be entitled to be compensatedfor 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 such party gives notice to the applicable Loan Party, but if the circumstances giving rise to suchclaim 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 accordancewith 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 copyof an original official receipt received, if any, by the Borrower or other documentary evidence showing payment thereof.
(d)
The Borrower shall indemnify the Administrative Agent and each Lender (within 10 days after demand therefor) for the fullamount of any Non-Excluded Taxes or Other Taxes (including Non-Excluded Taxes or Other Taxes imposed or asserted on or attributable toamounts 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 the relevant 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 the extent that such penalties, interest or
expenses are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such party’s grossnegligence or willful misconduct. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with acopy to the Administrative Agent), or by 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 requestedby 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 issubject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change incircumstances renders any such documentation (including any documentation specifically referenced below) expired, obsolete or inaccurate inany material respect, or upon the reasonable request of the Borrower or the Administrative Agent, deliver promptly to the Borrower and theAdministrative Agent updated or other 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 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 theapplicable 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).

- 46 -

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) shall deliver to the
Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed
and duly signed original copies of Internal Revenue Service Form W-9 (or any 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 to this Agreement whichever of thefollowing is applicable:(A)
two duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor
forms) claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,(B)

two duly completed copies of Internal Revenue Service Form W-8ECI (or any successor forms),(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, to the 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 meaningof 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 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 a partnership, or is a
Lender that has granted a participation), Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender,
accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, United States Tax Compliance Certificate, Form W-9, Form W8IMY (or other successor forms) or any other required information from each beneficial owner, as applicable (provided that,
if the Lender is a partnership (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 suchdirect or indirect partner(s)), or(E)
any other form prescribed by applicable requirements of U.S. federal income tax law as a basis 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 to permit the Borrower and the Administrative Agentto determine the withholding or deduction required to be made.
(iii)
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposedby 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 thetime or times prescribed by law and at such time or times reasonably requested by the- 47 -

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, to determine whether such
Lender has or has not complied with such Lender’s FATCA obligations and to determine the amount, if any, to deduct and withholdfrom such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date ofthis 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 the Administrative 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 otherinformation that such Lender is not legally eligible 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 which a 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, oradditional amounts paid, by such Loan Party under this Section 2.16 with respect to the Non-Excluded Taxes or Other Taxes giving rise tosuch refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as the case may be, and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund, net of any Taxes payable by the
Administrative Agent or such Lender); provided that the applicable Loan Party, upon the request of the Administrative Agent or such Lender,
agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender, as the case may be, is required
to repay such refund 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 other amounts payable hereunder or any other Loan
Document.
(h)
For the avoidance of doubt, any payments made by the Administrative Agent to any Lender shall be treated 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 expensethat such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into orcontinuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of thisAgreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement, or (c) the making of a prepayment or conversion of Eurodollar 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 have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period
from the date of such prepayment 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 theapplicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) theamount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on- 48 -

such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate
as to any amounts payable pursuant to this 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 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’sintention 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 period of 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, use reasonable 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 theconsequences of such event; provided that such designation 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 in writing between the Borrower and theAdministrative 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, so long 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 at the same Applicable Margin used todetermine the interest rate applicable to Eurodollar Revolving Borrowings on the average daily amount of such Lender’s DC Exposure(excluding any portion thereof attributable to unreimbursed DC Disbursements) during the period from and including the Closing Date to but
excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to haveany DC Exposure, and (ii) to the relevant Issuing Bank a fronting fee, as may be agreed between the Issuing Bank and the Borrower, as wellas such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Documentary Credit or processingof drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September andDecember of each year shall be payable on the third Business Day following the Borrower’s receipt of an invoice from Administrative Agentfor such period, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on
which the- 49 -

Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Anyother fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand (accompanied by reasonableback-up documentation relating thereto). All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shallbe 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 therespective 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 an aggregate amount not in excess of theMaximum 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 oreffectiveness of Incremental Revolving Commitments, assuming such increase has been drawn in full), the Borrower shall be incompliance, on a pro forma basis, with the financial covenants set forth in Section 6.6 recomputed as of the last day of the mostrecently 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 theeffect 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 be treated as a single Class withsuch Revolving Commitments and Revolving Loans with a like Revolving Maturity Date; provided that the upfront fees applicable toany 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 Agentand (ii) the requested amount and proposed terms of the relevant Incremental Revolving Commitments, as applicable (it- 50 -

being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, toprovide 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 ifsuch consent would be required under Section 9.4 for an assignment of 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, the other Loan Documents, executed (in thecase of such amendment to this Agreement) by the Borrower, each Lender agreeing 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 to have 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, aportion of such Lender’s participations hereunder in outstanding Documentary Credits such that, immediately after giving effect to each suchdeemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in 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 suchincrease in the Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting suchincrease in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid andany 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 toeliminate 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 waiverof any 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 eachcase 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 be continuing at the time of such replacement, (iii) the replacement financial institution(s) shallpurchase, at par, all Loans outstanding, Commitments, DC Exposure 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 Eurodollar Loan owing tosuch 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 be reasonably satisfactory to the Administrative Agent (suchconsent 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- 51 -

pay the registration and 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 shallnot 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 mayfrom time to time request an extension to such Revolving Maturity Date and otherwise modify the terms of such Commitments pursuant to theterms 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 each group ofCommitments 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 from the tranche of Commitments from which they wereconverted and Loans made pursuant to Extended Revolving Commitments shall constitute a separate Class of Loan); provided that (i) eachapplicable 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 isdelivered to the Lenders, (iii) except as to interest rates, fees and final maturity, the Extended Revolving Commitments of any Lender shallhave the same terms as the original Commitments in the applicable Credit Facility; provided that at no time shall there be more than threedifferent Revolving Maturity Dates, (iv) if the aggregate principal amount of Commitments in respect of which Lenders shall have accepted
the relevant Extension Offer shall exceed 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 therespective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension
Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the
Borrower generally directed to the Lenders in connection 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 notconstitute prepayments for purposes of Section 2.11 and (ii) no Extension Offer is required to be in any minimum amount or any minimum
increment, provided that the Borrower may at its election specify as a condition (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 this Agreement 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, ineach case on terms consistent with this Section 2.23. Notwithstanding the foregoing, the Administrative 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 bepermitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders
and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice
or concurrence; provided, however, that whether or not there has- 52 -

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’ (orsuch 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, in each 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 the extent 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 theconsent 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 with the terms hereof.
(b)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agentfor the account of such Defaulting Lender hereunder (whether voluntary, at maturity, pursuant to Article VII or otherwise) shall be applied atsuch time or times as may be determined by the Administrative Agent as follows: 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 fundingof any Loan in respect of which 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 with respect 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 this Agreement;
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 competentjurisdiction 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 of competent jurisdiction; provided that if (x) suchpayment 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 beapplied solely to pay the Loans of the same Class of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of
any Loans of such Class of such Defaulting Lender until such time as all Loans of such Class are held by the Lenders pro rata in accordancewith the applicable Commitments. 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 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 non-Defaulting Lenders
in accordance with their respective Revolving Credit Exposure Percentages but only to the extent (i) the sum of all non-Defaulting
Lenders’ Loans and DC Exposure- 53 -

then outstanding plus such Defaulting Lender’s DC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitmentsand (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, the Borrower 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 Issuing Banks 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 theprocedures 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, then the 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 the Issuing Banks or any other Lender hereunder, allfees 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 then outstanding 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 arrangementswith 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 the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such otheractions as the Administrative Agent (unless the Administrative Agent is the Defaulting Lender) may determine to be necessary to cause theLoans 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 tothe 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.

- 54 -

(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 the Commitment 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 of any calendar year.
It is further understood and agreed that the Applicable Margin will never be reduced or increased by more than 5.00 basis points and theCommitment Fee Percentage will never be reduced or increased by more than 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 theCommitment 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 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 or more 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 such material inaccuracy, a “Sustainability
Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lender delivers, 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 in reasonable 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 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 occurrenceof 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 inreasonable 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, as applicable 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, as applicable, shall be adjusted to reflect
the corrected calculations of the- 55 -

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 anorder for relief with respect 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 Agentin 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 additionalamounts shall be deemed overdue prior to such a demand or shall accrue interest at the Default 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 that are 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 the Sustainability
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). Suchamendment, modification or other supplement, shall be consented to by the Administrative Agent, Sustainability Structuring Agent and the
Borrower and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after
notice of 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 the written agreement among the Sustainability
Structuring Agent, the Borrower and the Administrative Agent, which will take 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, the Sustainability 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 each Issuing Bank asfollows:
3.1.
Existence; Compliance with Law. Each Loan Party (a) is duly organized, validly existing and (to the extent such concept is
applicable) in good standing under the laws of the jurisdiction of its organization, (b) has the power 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 other organization and (to the extent such concept is applicable) in good standing under the laws of eachjurisdiction 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- 56 -

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 the legal right, to make,deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each
Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents towhich it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No
consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection withthe extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan
Documents, except (i) that have been obtained or made and are in full force and effect and (ii) to the extent that the failure to obtain any suchconsent, authorization, filing, notice or other act would not, in the 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 by applicable 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 theextent 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 otherdocument, 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 thetransactions contemplated by this Agreement or the other Loan Documents, contained as of the Closing Date, taken as a whole and in light ofthe circumstances in which made, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements
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 upon assumptions believed by them to be reasonable at the timedelivered and, if such projected financial information was delivered prior to the Closing Date, as of the Closing Date, it being understood thatany 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 to have a Material Adverse Effect.
3.6.
Title to Assets; Liens. The Borrower and its Restricted Subsidiaries have good and marketable title to, or a 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- 57 -

each case, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of suchproperty 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, all Intellectual 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 license Intellectual 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 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, tothe knowledge of the Borrower, threatened (including “cease and desist” letters and invitations to take 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 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 the incurrence 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 andother Tax returns that are required to be filed, except if the failure to make any such filing would 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 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) thosewhere 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 five-year period prior to the date on which this representation is made ordeemed made with respect to any Plan, and each Plan has complied in all respects with the applicable provisions of ERISA and the Code; notermination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; thepresent value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of thelast annual valuation date prior to the date on which this representation is made or 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 fromany Multiemployer Plan; to the knowledge of the- 58 -

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 to withdraw completely from any Multiemployer Plans as of the valuation datemost 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 ofEnvironmental 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 the meaning 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 Subsidiary pending 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 from the 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 AntiCorruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and directors and to the knowledgeof the Borrower its employees and agents, 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 from the credit facility establishedhereby, is a Sanctioned Person. No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate any AntiCorruption 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.

- 59 -

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 accordancewith Section 9.1):(a)Loan Documents. The Administrative Agent shall have received counterparts hereof executed and delivered by the
Borrower, the Administrative Agent, the Sustainability Structuring Agent, and each other Lender and Issuing Bank and Schedules tothis Agreement.
(b)Corporate Documents and Proceedings. The Administrative Agent shall have received (i) a certificate of each 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) (andcovering all representations and warranties in Section 3).
(e)Solvency Certificate. The Administrative Agent shall have received a customary certificate from the chief financial officer ofthe Borrower in form and substance satisfactory to the Administrative Agent certifying as to the solvency 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, andall reasonable costs and expenses required to be paid and for which invoices have been presented (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 in writing by any Lender at least eightdays prior to the Closing Date about the Borrower and its Subsidiaries that is required 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
Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certificationin relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and- 60 -

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, of which all dataand information in such Initial KPI Metrics Report has been made publicly available by the Borrower via the Borrower’s annual report onenvironmental, 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 eachIssuing Bank to issue, amend, renew or extend any Documentary Credit, is subject to the satisfaction of the following conditions:(a)All representations and warranties contained in this Agreement (except the representations and warranties contained in
Sections 3.5 and 3.9, which are only made as of the Closing Date) shall be true and correct in all material respects on and as of the date ofsuch 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 (unless stated to relate to a specific earlier date, in which case, such representations and warranties shall be trueand correct in all material respects as of such earlier date) (it being understood that any representation or warranty that is qualified as tomateriality 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 extensionof such Documentary Credit, as applicable, no Default or Event of Default shall have occurred and 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 to constitute a representation
and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (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 all fees payable hereundershall have been paid in full and all Documentary Credits shall have expired or terminated and all 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 the Lenders),
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 berequired 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 filing of documents pursuant to the SEC’s “EDGAR” system (or any successor electronic filing system)
shall be deemed to be “furnished” with the Administrative Agent as of the time such documents are filed via the “EDGAR” systemfor purposes of this Section 5.1.
5.2.

Compliance Certificate; Reporting.

- 61 -

(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 occurred and 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 tosuch 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 is taking 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 “know your 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 Certificationdelivered 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 Agent a Sustainability Pricing Certificate for the mostrecently-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 forth in Section 2.25(c).
5.3.
Maintenance of Existence. The Borrower and its Restricted Subsidiaries shall (i) preserve, renew and keep in fullforce 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 theextent 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 or a 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 the contrary herein, with respect to Foreign Subsidiaries that are Guarantors, the requirements of thisSection 5.4 shall be 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.

- 62 -

5.6.
Compliance with Laws. The Borrower will maintain in effect and enforce policies and procedures designed to ensurecompliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws andapplicable 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 as a 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 all fees payable hereundershall have been paid in full and all Documentary Credits shall have expired or terminated and all 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 or otherwise 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 orother disposition of the properties and assets of such Person (or a division thereof) as an entirety or substantially as an entirety to any
Restricted Subsidiary of 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 such Indebtedness (including any increasein the amount of such Indebtedness arising pursuant to contractual commitments entered into prior to such acquisition) incurred incontemplation 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 purchaseprice or the cost of development, operation, construction, alteration, repair or improvement of property, assets or equipment acquired ordeveloped, operated, constructed, altered, repaired or improved by a Restricted Subsidiary, and any related transactional fees, costs andexpenses, provided such Indebtedness is created, 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 such development, 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 amount of such Indebtedness , without duplication, does not exceed 100% of the fair value of theproperty or equipment acquired or developed, operated, constructed, altered, repaired or improved at the time such Indebtedness is incurred;- 63 -

(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 otherreasonable amounts payable, plus the amount of fees, expenses and other 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 besecured 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 thisclause shall not exceed the sum of (i) 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 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 this Section 6.1, the Borrower, in
its sole discretion, will classify, and may reclassify, such Indebtedness and such Indebtedness 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 amount of any Indebtedness (including any Guarantees of such Indebtedness) be required to be included more thanonce despite the fact more than one Person is or becomes liable with respect to any related Indebtedness and despite the fact that suchIndebtedness 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 Lienson 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 such calculations).
6.2.
Limitation on Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries, to create or incur any Lienon 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 Indebtedness of the Borrower;
provided that the aggregate principal amount of Indebtedness that is secured pursuant to this Section 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 thedate 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.

- 64 -

For purposes of this Section 6.2, (1) the creation of a Lien to secure Indebtedness which existed prior to the 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 amount secured by such Lien, and (2) in the event that a Lien meets thecriteria of more than one of the types of exceptions in 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 or otherwise 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 asingle 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 otherthan the Borrower) formed by such consolidation or into which the Borrower is merged or the Person which acquires by conveyanceor transfer, or which leases, all or substantially all of the properties, rights and assets of the Borrower (the “Successor Company”), isan entity organized under the laws of the United 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 ofcompliance 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)
continuing.

immediately after giving effect to the transaction, no Event of Default and no Default shall have occurred and be

This Section 6.3 shall not apply to a merger of the Borrower with an Affiliate solely for the purpose of reincorporating the Borrower
in another jurisdiction in the United States of America, any State thereof or the District 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 and assets of the Borrower to a Successor
Company in accordance with the conditions described in Section 6.3(a), the Successor Company shall succeed to and be substituted for, andmay exercise every right and power of, the Borrower 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 and covenants
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 and lease-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;- 65 -

(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 the case 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 theapplicable 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 theproperty 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 proceeds from the sale of theProperty to the purchase of other Property or to the retirement, repurchase or other repayment or prepayment of the 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 the applicable Restricted Subsidiarywould be entitled to incur Indebtedness secured by a Lien on the property to be leased in an amount equal to Attributable Debt withrespect 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) 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 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 ina 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, as of the last day of any fiscal quarter of the Borrower, the Total Leverage
Ratio to exceed 3.25 to 1.00; provided that following the consummation of a Qualified Acquisition for the four fiscal quarters of the Borrower
then ended as set forth in the last Compliance Certificate delivered pursuant to Section 5.2, the Total 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.

- 66 -

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 five Business Days after suchamount” 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 any of 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 themanner required by this Agreement;(e)default under any mortgage, indenture or instrument under which there is issued or by which there is secured 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 toany applicable grace periods) or such default is with respect to another obligation under such Indebtedness and results in the holder or holdersof such Indebtedness causing the payment of such Indebtedness to be accelerated and to become due prior to its stated maturity without suchIndebtedness 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 a petition 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;- 67 -

(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 or organization 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 orother 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 that are 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 other such 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, the Administrative Agent may take any and all of thefollowing actions: (A) at the request of the Required Lenders, the Administrative 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 to the
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 andpayable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due andpayable 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 and the 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 the Loans then outstanding, together with accrued interest thereon and allfees 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 iscontinuing, the declaration of acceleration of the Loans shall be automatically annulled if the event of default or payment default triggeringsuch 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 been discharged in full, within thirty (30) calendar days

- 68 -

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 a court 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 each such 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 and perform such duties as are expressly delegated to the Administrative Agent by the terms of thisAgreement and the other 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 Issuing Bank 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 thisAgreement 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 the Sustainability Structuring Agent shall haveany 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 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 theirduties under this Agreement and the other Loan Documents by or through agents or attorneys in fact 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 (or any other similarterm) 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 doctrine of any applicable law. Instead such term is used as a matter ofmarket 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 and Sustainability Structuring
Agent are required to exercise 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 theopinion 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 applicable bankruptcy/insolvency laws and theAdministrative 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 the Lenders that the Administrative Agentand Sustainability Structuring Agent reasonably believe it may require, including- 69 -

prepayment of any related expenses and any other protection it requires against any and all costs, expenses and liabilities it may incur intaking or continuing to take any such discretionary action at the direction of the Required Lenders. The Administrative Agent andSustainability 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 communicatedto 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) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) thesatisfaction of any conditions precedent set forth in the Loan Agreement, other than to confirm receipt of items expressly required to bedelivered to the Administrative Agent or Sustainability Structuring Agent.
8.4.
Reliance by the Administrative Agent. The Administrative Agent and Sustainability Structuring Agent shall be entitled torely, 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 ormade by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independentaccountants and other experts 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 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 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 of a Documentary Credit, the Administrative Agent may presume that such condition is satisfactory to such Lender or IssuingBank unless the Administrative Agent receives notice to the contrary from such Lender or Issuing Bank prior to the making of such loan or
the issuance of such Documentary Credit. The Administrative Agent and Sustainability Structuring Agent shall in all cases be fully protectedin 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 in accordance with theadvice 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 the occurrence 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 the Lenders and Issuing Banks. The Administrative Agent shall take such action withrespect 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 have received suchdirections, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect tosuch 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- 70 -

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, 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 in good 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 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 or Issuing Bank. Each Lender and Issuing Bank represents to theAgent 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 and information 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 Lender or 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 the other 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 IssuingBanks 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 or other information concerning thebusiness, 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 no assurances as to (i)whether this Agreement meets any Loan Party or Lender criteria or expectations with regard to environmental impact and sustainability
performance, or (ii) whether the characteristics of the relevant sustainability performance targets and/or key performance indicators includedin the Agreement, including any environmental and sustainability criteria or any computation methodology with respect thereto, meet any
industry standards for sustainability-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 or otherwise 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 suchpricing adjustment).
8.7.
Indemnification. To the extent the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, theSustainability Structuring Agent or any other agent under Section 9.5, the Lenders and Issuing Banks severally agree to indemnify the Agentin 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- 71 -

this Section 8.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall havebeen 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 toherein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection withany 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 found by a final and nonappealable decision of a court ofcompetent jurisdiction to have resulted from such Agent’s, gross negligence or willful misconduct. The agreements in this Section 8.7 shallsurvive the payment of the Loans and all other amounts payable hereunder.
8.8.
Agent and Sustainability Structuring Agent in Their Individual Capacity. Each Agent, the Sustainability Structuring Agentand 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 Agent and the Sustainability Structuring Agent shall have the same rights and powers under thisAgreement 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 intheir individual capacity.
8.9.
Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to theLenders, Issuing Bank and any Loan Party. If the Administrative Agent shall resign as Administrative Agent under this Agreement and theother 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 (which approval shall not be unreasonably withheld ordelayed), 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 suchformer 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 shallassume 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 theother 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 (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- 72 -

Structuring Agent shall be terminated, without any other or further 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 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 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 andSection 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 thisAgreement 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 on behalf of a Lender or
Issuing Bank (any such Lender, Issuing Bank 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 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 suchfunds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually andcollectively, 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 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 datesuch 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 in accordancewith 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 apayment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution orotherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, thatspecified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to suchpayment, 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 each case:(i)an error may have been made (in the case of immediately preceding clauses (x) or (y)) or an error has been made (inthe 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).

- 73 -

(c)Each Lender or Issuing Bank hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any
time owing to such Lender or Issuing Bank under any Loan Document, or otherwise payable or distributable by the Administrative Agent tosuch Lender or Issuing Bank 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 or Issuing Bank that hasreceived 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 have assigned its Loans (but not its
Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) inan 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 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 by reference pursuant toan 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 shall survive 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 shall remain available in accordance withthe 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 withrespect 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, andhereby 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 theCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.
8.12.

Other Terms.

- 74 -

(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 suchdiscretion 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 or IssuingBanks, 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 theobligation of the Borrower to do so), (ii) any Taxes attributable to such Lender or Issuing Bank’s failure to comply with the provisions ofSection 9.6(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender or Issuing Bank,in each 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 the resignation
and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Bank, 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, the Sustainability Structuring Agent and each Arranger and their respective Affiliates, andnot, 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 betrue:(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 and performance of the Loans, theDocumentary 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 for certain transactions
determined by independent qualified professional asset managers),- 75 -

PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption
for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions
involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset
managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the 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 ofPart VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender toenter into, participate in, administer and perform the Loans, the Documentary 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, the Documentary 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 or such Lender has
provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately 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 Agentand Sustainability 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 the assets 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 thisAgreement (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 this Section 9.1. The Required Lenders and each Loan
Party party to the relevant Loan Documents may, or, with the written 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 the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing
in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (II) waive, on such terms and conditions as theRequired Lenders or the Administrative Agent, as the case may be, may specify in such 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, the Sustainability Margin Adjustment
and Sustainability Commitment Fee Adjustment) (except in connection with the waiver of applicability of any- 76 -

post-default increase in interest rates (which waiver shall be effective with the consent of the Required Lenders)) or extend the scheduled dateof any payment thereof, (iii) increase the amount or extend the expiration date of any Lender’s Commitment (it being understood that a waiverof 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 inaccordance 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 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 amendmentswith respect to additional extensions of credit pursuant to this Agreement which afford protections to such additional extensions of credit of
the type provided to the 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 the Required Lenders on substantially the same basis
as the extensions of 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)), 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 provisionof Section 8 or any other provision of this Agreement or the other Loan Documents, which affects, the rights, 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 thisAgreement made pursuant to Section 2.23 other than the Borrower and each Lender participating in the respective Extension; provided further
that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or Issuing Banks hereunderwithout 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, the Lenders, the Administrative Agent andall future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to theirformer position and rights hereunder and under any other Loan Documents, and any Default or Event of Default waived shall be deemed tohave 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 to the 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 havejointly 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 theRequired Lenders within ten (10) Business Days following receipt of notice thereof. Notwithstanding anything to the contrary in thisAgreement or the other Loan Documents, the Administrative Agent is hereby irrevocably authorized by each Lender and Issuing Bank (andeach 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 the amendments made to this Agreement.

- 77 -

(c)Notwithstanding anything to the contrary contained in the Loan Documents, the 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 of eachDefaulting Lender.
9.2.

Notices.

(a)
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including bytelecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when received, addressed asfollows in the case of the Loan Parties and the Administrative Agent, and as set forth in the administrative questionnaire delivered to the
Administrative Agent in the case of the Lenders and Issuing 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: efranks@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: ctlany.loanagency@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- 78 -

Telephone: 212-261-3931
Email: SB.US.Loans@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 bedelivered 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 applicable Issuing 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 that approval of suchprocedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices andother communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if
such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall bedeemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted toan 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 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 not necessarily secureand that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with suchelectronic 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, non-appealable judgment of a court of competent jurisdiction.
(d)
The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Agent or
any of their respective officers, directors, employees, agents, advisors or representatives warrant the accuracy, adequacy, or completeness of
the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform andthe Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by any of theAgent or the Sustainability Structuring Agent or any of their respective officers, directors, employees, agents, advisors or representatives inconnection with the Platform or the Approved Electronic Communications. In no event shall the Agent 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 suchliabilities result from the Agent or Sustainability Structuring Agent’ bad faith, willful misconduct, gross- 79 -

negligence or material breach as determined in a final, nonappealable judgment by a court of competent jurisdiction.
(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 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 the other Loan Documents
and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery ofthis Agreement and the making of the 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 Agent and the Sustainability
Structuring Agent for all its reasonable out-of-pocket costs and expenses reasonably incurred in connection with (i) the development,
negotiation, preparation, execution and delivery of this Agreement, the Notes and any other documents prepared in connection herewith ortherewith, including any amendment, supplement or modification to any of the foregoing and (ii) the consummation and administration of thetransactions 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 feesand expenses, (b) to pay or reimburse the Administrative 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 and during the continuance of an
Event of Default, including without limitation, the reasonable fees and disbursements of one counsel to the Administrative Agent, theSustainability 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, the Lenders 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, the Administrative 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 withrespect to the execution, delivery, enforcement, performance, preservation of rights and administration of this Agreement, the Notes, theDocumentary Credits, the other Loan Documents or the use of the proceeds of the Loans or Documentary Credits or any of the foregoing(including any refusal by an Issuing Bank to honor a demand for payment under a Documentary Credit if the documents presented inconnection with such demand do not strictly comply with the terms of such Documentary Credit) in connection with (i) the violation of,- 80 -

noncompliance with or liability under, any Environmental Law (including environmental claims and liabilities), (ii) consummation of thetransactions contemplated thereby; or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of theforegoing, 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 and the reasonable fees and expenses of one legal counsel for the Indemnitees taken as a whole in connection
with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (c),collectively, the “indemnified liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect toindemnified liabilities to the extent determined by the final non-appealable judgment of a court of competent jurisdiction to have resulted fromthe bad faith, gross negligence or willful misconduct of such Indemnitee or any of such Indemnitee’s Related Persons; provided, further, thatthe Borrower shall in no event be responsible for consequential, indirect, special or punitive damages to any Indemnitee pursuant to thisSection 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 the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and tocause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any otherrights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kindor 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 subagents, 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 aresult of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby orreferred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act oromission or event occurring in connection therewith, and the each Loan Party hereby waives, releases and agrees, on behalf of itself and eachof its respective Subsidiaries, not to sue upon any such claim or any such damages, whether or not accrued and whether or not known orsuspected to exist in its favor. No Indemnitee referred to in clause above shall be 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 terminationof 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 and their respective
successors and assigns permitted, except that (i) unless otherwise permitted by Section 6.3 hereof, the Borrower may not assign or otherwisetransfer any of its rights or obligations hereunder without the prior written consent of each Lender and Issuing Bank (and any attempted
assignment or transfer by the Borrower without such consent 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 more assignees (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:- 81 -

(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 discountwindow credit of the Federal Reserve (as defined below) or, if an Event of Default under Section 7.1(a) or (b) has occurred and iscontinuing, any other Person;(B)
the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), provided that noconsent 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 theentire remaining amount of the assigning Lender’s Commitments or Loans, the amount of the Commitments or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment isdelivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agentotherwise 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 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 andAcceptance, together with a processing and recordation fee of $3,500 (although the Borrower shall not be responsible for the paymentof the recordation fee unless the Borrower has chosen to replace a Lender pursuant to Section 2.22) and (2) the assigning Lender shallhave paid in full 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 inwhich the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material nonpublic 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 the assigning Lender’s rights andobligations under this Agreement with respect to any single Class of Loans and related Commitments, except that this clause (D) shallnot prohibit any Lender from assigning all or a portion of its rights and obligations among separate Classes on a non- pro rata basis;
and(E)hereunder.

none of the Loan Parties, their respective Affiliates, any natural person or a Defaulting Lender shall be an Assignee- 82 -

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 datespecified 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 and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest 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 and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.15,
2.16, 2.17 and 9.5 for the period of time in which it was a Lender hereunder. Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 9.6 shall be treated for purposes of this Agreement as a saleby such Lender of a participation 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, shall maintain at one of its
offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of theLenders, and the Commitments of, and principal amount (and interest amounts) of the Loans owing to, each Lender pursuant to theterms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the
Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to theterms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall beavailable 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 a transferor 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 arecordation and processing fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), theAdministrative Agent shall (i) promptly accept such Assignment and Acceptance, (ii) on the effective 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, the Administrative Agent or any Issuing Bank, sellparticipations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under thisAgreement (including all or a portion of its Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remainunchanged, (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 the other Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations 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 a participation shall provide thatsuch Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to- 83 -

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 the Participant, 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 toparagraph (c)(i) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17
(subject to the requirements and limitations of such sections and Sections 2.18 and 2.22 and it being understood that the documentation
required under Section 2.16(e) shall be delivered 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 be entitled to thebenefits of Section 9.7(b) as though it were a Lender, provided such Participant shall be subject to Section 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 agent of the Borrower,
maintain a register on which it enters the name and address of each participant and the principal 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 theidentity 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 tosecure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shallnot apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shallrelease 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 (ineach 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 forpayments to be allocated to a particular Lender or Issuing Bank or to the Lenders and- 84 -

Issuing Banks, if any Lender or Issuing Bank (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 or Issuing Bank, if any, in respect of the Obligations owing to such other Lender or Issuing Bank, such Benefited Lender shallpurchase for cash from the other Lenders and Issuing Banks a participating interest in such portion of the Obligations owing to each suchother Lender and Issuing Bank, or shall provide such other Lenders and Issuing Banks with the benefits of any such collateral, as shall benecessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders andIssuing Banks; 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 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 Lender and Issuing Bank shallhave 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 stated maturity, by acceleration or otherwise), to apply to the payment of such Obligations, by setoff orotherwise, 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 bysuch Lender, such Issuing Bank, any affiliate thereof or any of their respective 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 Lender or 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 and the 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 toinclude 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 asprovided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York StateElectronic 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 suchjurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
9.10. Integration. This Agreement and the other Loan Documents represent the entire agreement of the Borrower, theAdministrative 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 to the subject matter hereof not expressly set forth orreferred to herein or in the other Loan Documents.

- 85 -

9.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THISAGREEMENT 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 unconditionally submits for itself andits property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or forrecognition 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 objection that it may now orhereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in aninconvenient 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 byregistered 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 shall have been notified pursuant thereto;(iii)
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or
shall limit the right of any Agent, any Arranger or any Lender to sue in any other jurisdiction; and(iv)
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action orproceeding 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 shall have 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 interests that conflict withthose of the Borrower; and(d)no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Lenders, among the Issuing Banks or among the Borrower and the Lenders
9.14.

Guarantors; Release of Guarantors.

- 86 -

(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, the Administrative Agent ishereby irrevocably authorized by each Lender and Issuing Bank (and each such Lender and Issuing 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, to take any action reasonably requested by the Borrower to effect the release of any Guarantor fromits guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or thathas been consented to in accordance with Section 9.1(a), including, in each case and without limitation, any sale, transfer or other dispositionof 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 and Issuing Banks
hereby agree, and the Administrative Agent is hereby irrevocably authorized by each Lender and Issuing Bank (without requirement of notice
to or consent of any Lender or Issuing Bank) 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 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 suchthat 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, the request by such
Guarantor of release at any time; provided that after giving effect to such release the Borrower would be in compliance with thecovenant 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 Lender pursuant 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 accordancewith 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- 87 -

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 such disclosure (except with respect to any audit or examination conducted by bank accountants or any governmental bankauthority exercising examination 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 Party of such disclosure, (f) tothe extent such information has been independently developed by such Lender or that has been publicly disclosed other than in breach of thisAgreement, (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 to such
Lender, (h) in connection with the exercise of any remedy hereunder or under any other Loan Document and (i) any other disclosure with thewritten 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 their respective securities. Accordingly, each Lender confirms to the Borrower and theAdministrative Agent that (i) it has developed 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 inaccordance 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 applicable law, including federal and state securities laws.
The Borrower acknowledges that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish 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 are suitable for delivery to the Public Lenders as such. Any document that the Borrower has indicatedcontains 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 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 SUSTAINABILITYSTRUCTURING AGENT, THE LENDERS AND THE ISSUING BANKS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT 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 other information that will allow such Lender to identify such Loan Party in accordancewith the Patriot Act. The Borrower shall, and shall cause each of its Subsidiaries to, provide, to the extent commercially reasonable, suchinformation and take such actions as are reasonably requested by each Lender and the Administrative Agent to maintain compliance with the
Patriot Act.

- 88 -

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 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 oragency 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 ofrights and remedies hereunder and thereunder) are arm’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 of whether any Lender has advised, is currently
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 independentjudgment 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, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or
the process leading thereto. None of the Arrangers identified on the cover page or signature pages of 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 of this Article, none of such Arrangers 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 ofthis 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 such parties, 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 thewrite-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to bebound 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 in such 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 orother 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- 89 -

(3) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of
the applicable Resolution Authority.
9.20. Interest Rate Limitations. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable 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 in accordance with applicable law, the rate of interest payable in respect of such Loan orparticipation 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 theoperation of this Section 9.20 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans orparticipations or periods shall be increased (but not above 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, the Borrower’s repaymentof outstanding eurodollar loans under the Existing Credit Agreement is on a day that is not the last 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 andpayment under clause (c) of the first sentence of Section 2.20 of the Existing Credit Agreement.

- 90 -

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

By: /s/ Gregory Routin
Name: Gregory Routin
Title: Treasurer[Signature Page to Micron Technology, Inc. Revolving Credit Agreement]

HSBC BANK USA, NATIONAL ASSOCIATION,
as Administrative Agent

By: /s/ Jackson Hui
Name: Jackson Hui
Title: Vice President[Signature Page to Micron Technology, Inc. Revolving Credit Agreement]

HSBC BANK USA, NATIONAL ASSOCIATION,
as Issuing Bank and a Lender
By: /s/ Eric Seltenrich
Name: Eric Seltenrich
Title: Managing Director

BNP PARIBAS,
as a Lender and as an Issuing Bank
By: /s/ Brendan Heneghan
Name: Brendan Heneghan
Title: Director
By: /s/ Nicolas DocheName: Nicolas Doche
Title: Vice President

CREDIT AGRICOLE CORPORATE ANDINVESTMENT BANK,
as Sustainability Structuring Agent, a Lender and Issuing Bank
By: /s/ Jill Wong
Name: Jill Wong
Title: Director
By: /s/ Gordon Yip
Name: Gordon Yip
Title: Director[Signature Page to Micron Technology, Inc. Revolving Credit Agreement]

DBS Bank Ltd.,
as a Lender
By: /s/ Terence Yong
Name: Terence Yong
Title: Managing Director

Industrial and Commercial Bank of China Ltd., New York Branch,
as a Lender
By: /s/ Tony Huang
Name: Tony Huang
Title: Director
By: /s/ Yuanyuan Peng
Name: Yuanyuan Peng
Title: Executive Director

Mizuho Bank, Ltd,
as a Lender and as an Issuing Bank
By: /s/ Tracy Rahn
Name: Tracy Rahn
Title: Executive Director

MUFG Bank, Ltd.
as a Lender and as an Issuing Bank
By: /s/ Lillian Kim
Name: Lillian Kim
Title: Director[Signature Page to Micron Technology, Inc. Revolving Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION
as a Lender and as Issuing Bank
By: /s/ Jesse Mason
Name: Jesse Mason
Title: Director

Australia and New Zealand Banking Group Limited, as a Lender
By: /s/ Cynthia Dioquino
Name: Cynthia Dioquino
Title: Associate Director

Bank of America, N.A.,
as a Lender
By: /s/ Shyam P. Gondha
Name: Shyam P. Gondha
Title: Vice President

The Bank of Nova Scotia,
as a Lender
By: /s/ Khrystyna Manko
Name: Khrystyna Manko
Title: Director

BARCLAYS BANK PLC,
as a Lender
By: /s/ Gill Skala
Name: Gill Skala
Title: Director
Executed in New York

[Signature Page to Micron Technology, Inc. Revolving Credit Agreement]

CITIBANK, N.A.,
as a Lender
By: /s/ Sean Klimchalk
Name: Sean Klimchalk
Title: Vice President

Credit Suisse AG, New York Branch,
as a Lender
By: /s/ Doreen Barr
Name: Doreen Barr
Title: Authorized Signatory
By: /s/ Andrew Griffin
Name: Andrew Griffin
Title: Authorized Signatory

GOLDMAN SACHS BANK USA,as a Lender
By: /s/ Kevin RaischName: Kevin RaischTitle: Authorized Signatory

JPMORGAN CHASE BANK, N.A.,
as a Lender
By: /s/ Timothy Lee
Name: Timothy Lee
Title: Executive Director[Signature Page to Micron Technology, Inc. Revolving Credit Agreement]

MORGAN STANLEY BANK, N.A.,
as a Lender
By: /s/ Michael King
Name: Michael King
Title: Authorized Signatory

Oversea-Chinese Banking Corporation Limited, Los Angeles Agency, as a
LenderBy: /s/ Charles Ong
Name: Charles Ong
Title: General Manager

Royal Bank of Canada,
as a Lender
By: /s/ Nicholas Heslip
Name: Nicholas Heslip
Title: Authorized Signatory

The Toronto-Dominion Bank, New York Branch,
as a Lender
By: /s/ Michael Borowiecki
Name: Michael Borowiecki
Title: Authorized Signatory

U.S. Bank National Association,
as a Lender
By: /s/ Lukas Coleman
Name: Lukas Coleman
Title: Vice President[Signature Page to Micron Technology, Inc. Revolving Credit Agreement]Exhibit 10.23

EXECUTION VERSIONTERM 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
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
1

2

3

SECTION
1.1.
1.2.
1.3.
1.4.
SECTION
2.1.
2.2.
2.3.
2.4.
2.5.
2.6.
2.7.
2.8.
2.9.
2.10.
2.11.
2.12.
2.13.
2.14.
2.15.
2.16.
2.17.
2.18.
2.19.
2.20.
2.21.
2.22.
2.23.
2.24.
2.25.
SECTION
3.1.
3.2.
3.3.
3.4.
3.5.
3.6.
3.7.
3.8.
3.9.
3.10.
3.11.
3.12.

DEFINITIONSDefined Terms
Other Definitional Provisions
Delivery of Notices
Divisions

1
1
28
29
29

THE CREDITS
Term Commitments
Term Loans
Requests for Term Loan Borrowings[Reserved]
Funding of Term Loan Borrowings
Termination and Reduction of Term Commitments
Repayment of Term Loans; Evidence of Debt
Interest Rates and Payment Dates
Computation of Interest and Fees
Benchmark Replacement Setting
Prepayment of Term Loans
Conversion and Continuation Options
Limitations on Eurodollar Tranches
Pro Rata Treatment, etc.
Requirements of Law
Taxes
Indemnity
Change of Lending Office
Fees
Nature of Fees
[Reserved]
Replacement of Lenders[Reserved]
Defaulting Lenders
Sustainability Adjustments

29
29
29
29
30
30
30
30
31
31
32
34
34
35
35
36
37
40
41
41
41
41
41
42
42
42

REPRESENTATIONS AND WARRANTIESExistence; Compliance with Law
Power; Authorizations; Enforceable Obligations
No Legal Bar
Accuracy of Information
No Material Adverse Effect
Title to Assets; LiensIntellectual Property
Use of Proceeds
Litigation
Federal Reserve Regulations
Solvency
Taxes

44
44
44
45
45
45
45
45
46
46
46
46
46

i

4

3.13.
3.14.
3.15.
3.16.
3.17.
3.18.
3.19.
3.20.
SECTION
4.1.
SECTION 5
5.1.
5.2.
5.3.
5.4.
5.5.
5.6.
5.7.
SECTION 6
6.1.
6.2.
6.3.
6.4.
6.5.
6.6.
SECTION 7
7.1.
SECTION 8
8.1.
8.2.
8.3.
8.4.
8.5.
8.6.
8.7.
8.8.
8.9.
8.10.
8.11.
8.12.
8.13.
8.14.
8.15.
SECTION 9
9.1.

ERISA
Environmental Matters; Hazardous Material
Investment Company Act; Other Regulations
Labor Matters
Anti-Corruption Laws and Sanctions
Affected Financial Institutions
Disclosure
ERISA Event

46
47
47
47
47
47
47
47

CONDITIONS PRECEDENT
Conditions to the Closing Date
AFFIRMATIVE COVENANTS
Financial Statements, etc
Compliance Certificate; Reporting
Maintenance of Existence
Maintenance of Insurance
Use of Proceeds
Compliance with Laws
Designation of Subsidiaries
NEGATIVE COVENANTS
Limitation on Indebtedness
Limitation on Liens
Merger, Consolidation, or Sale of Assets
Limitation on Sale and Leaseback Transactions
Anti-Corruption Laws and Sanctions
Financial Covenant
EVENTS OF DEFAULT
Events of Default
THE AGENTS
Appointment
Delegation of Duties
Exculpatory Provisions
Reliance by the Administrative Agent
Notice of Default
Non-Reliance on the Agent and Other Lenders
Indemnification
Agent and Sustainability Structuring Agent in Their Individual Capacity
Successor Administrative Agent
Successor Sustainability Structuring Agent
Payments
Other Terms
Enforcement by the Administrative Agent
Withholding Tax
Certain ERISA Matters
MISCELLANEOUS
Amendments and Waivers

47
47
49
49
49
50
50
50
50
50
50
50
52
52
53
53
54
54
54
56
56
56
56
57
57
58
59
59
59
59
60
62
62
62
62
63
63

ii

9.2. Notices
9.3. No Waiver; Cumulative Remedies
9.4. Survival of Representations and Warranties
9.5. Payment of Expenses
9.6. Successors and Assigns; Participations
9.7. Adjustments; Setoff
9.8. Counterparts
9.9. Severability
9.10. Integration
9.11. GOVERNING LAW
9.12. Submission To Jurisdiction; Waivers
9.13. Acknowledgements
9.14. Guarantors; Release of Guarantors
9.15. Confidentiality
9.16. WAIVERS OF JURY TRIAL
9.17. Patriot Act
9.18. No Fiduciary Duty
9.19. Acknowledgement and Consent to Bail-In of Affected Financial Institutions
9.20. Interest Rate Limitations
9.21. Existing Credit Agreement

65
67
67
67
68
71
72
72
72
72
72
73
73
74
75
75
75
76
76
76

SCHEDULES
Schedule 1.1 Term Commitment Amounts
Schedule 1.2 Unrestricted Subsidiaries
Schedule 1.3 Sustainability Performance Thresholds
EXHIBITS
Exhibit A Form of Closing Certificate for the Borrower
Exhibit B Form of Borrowing Request
Exhibit C Form of Compliance Certificate
Exhibit D Form of Assignment and Acceptance
Exhibit E-1 Form of United States Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal
Income Tax Purposes)
Exhibit E-2 Form of United States Tax Compliance Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income
Tax Purposes)
Exhibit E-3 Form of United States Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal
Income Tax Purposes)
Exhibit E-4 Form of United States Tax Compliance Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income
Tax Purposes)
Exhibit F Form of Notice of Continuation/Conversion
Exhibit G Form of Acceptance and Prepayment Notice
Exhibit H Form of Sustainability Pricing Certificate

iii

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 suchcapacity 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.
“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 is under common
control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause thedirection of the management and policies of such Person whether through the 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 and restated, supplemented orotherwise modified from time to time.
“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 Eurodollar Loan or any Base Rate Loan, as thecase may be, the applicable rate per annum set forth below under the caption “Eurodollar Spread” or “Base Rate Spread”, as the case may be,corresponding to the applicable Corporate Ratings from the Rating Agencies on such date:

Level:
1

Pricing
Level

Ratings:

Corporate≥ BBB+ /Baa1 / BBB+

-1-

SpreadEurodollar
0.625%

Rate Spread

Base
0.00%

2
3
4
5

Level
Level
Level
Level

/ Baa2 / BBB/ Baa3 / BBB/ Ba1 / BB+/ Ba2 / BB

BBB

0.75%

0.00%

BBB-

0.875%

0.00%

BB+

1.125%

0.125%≤ BB

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 tosuch available Corporate Rating, (i) if two or three Corporate Ratings are in effect, the Applicable Margin shall be determined by reference tothe highest of the two or three, as applicable, Corporate Ratings unless the other Corporate Rating(s) are more than one notch lower than thehighest Corporate Rating, in which case, the Applicable Margin shall be one notch lower than such highest Corporate Rating; (iii) if noCorporate 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 beeffective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall havebeen 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 such change 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 Date based 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 other material 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 and accepted by the
Administrative Agent to the extent required pursuant to Section 9.6, substantially in the form of Exhibit D hereto.
“Attributable Debt”: in connection with a sale and lease-back transaction the lesser of: (1) the fair value of the assets subject to suchtransaction, as determined in good faith by a Responsible Officer of the-2-

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, as applicable, any tenor for such
Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining
the length of an Interest Period pursuant to this Agreement as of such date 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).
“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 theEuropean 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 theUnited 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 ineffect on such day plus ½ of 1% and (c) Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, theimmediately preceding Business Day) plus 1%. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or theEurodollar Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Eurodollar
Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.10 hereof, then the Base Rate shall be thegreater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rateas 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, LIBOR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its
related Benchmark Replacement Date have occurred with respect to LIBOR or the then-current Benchmark, then “Benchmark” means theapplicable 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;(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;-3-(3) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as thereplacement 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 for determining 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-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 a screen 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), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be theFloor 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 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 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 the Reference Time such Benchmark
Replacement is first set for such Interest Period that would apply to the 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 (3) 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 theapplicable 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, any technical, administrative or
operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,”
timing and frequency of determining rates-4-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 to permit 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 Agentdecides 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 date of the publicstatement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof);(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement 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 isprovided 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 is provided to the Lenders, written notice of objection to such Early Optin 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 the same day as, but earlier than, theReference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to theReference 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 thencurrent 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 tothe then-current Benchmark:(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the publishedcomponent used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors ofsuch 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 of such Benchmark (or the
published component used in the calculation thereof), the-5-Federal Reserve Board, the Federal Reserve Bank of New York, 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 suchcomponent thereof) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (orsuch component thereof), which states that the administrator of such Benchmark (or such component thereof) has ceased or will cease toprovide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time ofsuch statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (orsuch 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 publicstatement or publication of information set forth above has occurred with respect to each then-current 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 toclauses (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 with this 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 inaccordance 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 to Title 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 (forpurposes 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 on behalf 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 case of Eurodollar Loans, as
to which a single Interest Period is in effect.

-6-

“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 theform of Exhibit B or any other form approved by the Administrative Agent.
“Business Day”: any day other than a Legal Holiday.
“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 ofassets, after liabilities, of such Person.
“Captive Insurance Subsidiary”: any Restricted Subsidiary of the Borrower that is subject to regulation as an insurance company (orany 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 thanthe Borrower, its Subsidiaries or any employee benefit plan of the Borrower or its Subsidiaries, has filed a Schedule 13D or Schedule TO (orany 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 used in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the Voting Stock of the Borrower,
unless such beneficial ownership (a) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation madepursuant to the applicable rules and regulations under the Exchange Act, and (b) is not also then reportable on Schedule 13D (or any successor
schedule under the Exchange Act, except that a person will be deemed to have beneficial ownership of all shares that such person has the rightto 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 of a 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 thattransaction 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 themeaning of Section 4001 of ERISA or is part of a controlled group that includes the Borrower and that 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 in the form of Exhibit C.
“Consolidated EBITDA”: with respect to any Person for any Measurement Period, the sum of, without duplication, the amounts forsuch period, taken as a single accounting period, of (1) Consolidated Net-7-

Income; excluding (to the extent deducted or otherwise excluded in calculating Consolidated Net Income in such Measurement Period), thefollowing 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 the extent 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 thisAgreement; and (8) any charges, expenses or costs incurred in connection or 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 and discontinued operations (as determined in accordance withGAAP) 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 each case as if such asset sale orother 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 be made 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 thetransaction which is being given pro forma effect that are reasonably identifiable and factually supportable and have been realized or forwhich 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 be sustainable); 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 shallbe 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 inaccordance 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 issuance costs, 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 the refinancing, incurrence, purchaseor redemption of Indebtedness, (v) any amortization of debt discounts, including discounts on convertible notes, and (vi) amortization of othercosts, 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-controlling interests, for such period as determined inaccordance with GAAP, adjusted, to the extent-8-included in calculating such net 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 the transaction giving rise thereto); (2) gains or losses in respect of
any asset impairments, write-offs or sales (net of fees and expenses relating to the transaction giving rise thereto); (3) any expenses, losses or
charges incurred related to lower 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 inaccounting 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 and expenses resulting from the application of fair value accounting to derivative instruments; and (10) gains or losses resulting fromcurrency fluctuations. In addition, to the extent not already included in Consolidated Net Income of such Person and its Consolidated
Subsidiaries, the amount of proceeds received from business interruption insurance and reimbursements of any expenses or charges that arecovered by indemnification or other reimbursement provisions in connection with any investment or sale, conveyance, transfer or dispositionof assets 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 theoption 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 the most recently completed fiscal quarter forwhich financial statements have been filed with the SEC and computed in accordance 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, other intangibles, deferred financing fees, debt issuancecosts, commissions, fees and expenses); non-cash compensation expense incurred in connection with the issuance of Equity Interests to any
director, officer, employee or consultant of such 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 orother undertaking to which such Person is a party or by which it or any of its property is bound.
“Copyrights”: (i) all copyrights, database rights, design rights, mask works and works of authorship arising under the laws of theUnited States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or
unpublished, all registrations and recordings thereof, and-9-all applications in connection 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 or recommended by the Relevant Governmental Body for
determining “Daily Simple SOFR” for syndicated business loans; 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 UnitedStates or other applicable jurisdictions from time to time in effect 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 ofthe date such Term Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower inwriting 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 whendue, (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 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) uponreceipt 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 acapacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of theownership or-10-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 theenforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent 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 andbinding 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-denominated syndicated credit facilities at suchtime contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any otherrate based upon SOFR) as a benchmark rate (and such 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 and the provisionby 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 tothe supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution
described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an
institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country”: 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 or other Requirements of Law (including commonlaw) regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health (to theextent related to exposure to Materials of Environmental Concern), as now or may at any time hereafter be in effect.

-11-

“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 the regulations promulgatedand rulings issued thereunder.
“ERISA Event”: (a) any Reportable Event; (b) the failure by any Plan to satisfy the minimum funding standards (within the meaningof 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 theCode 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 awaiver of the minimum funding standard with respect 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 with respect 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 the Borrower 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 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 andemergency 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” inRegulation D of the Board of Governors) 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 which rate is approved by the Administrative
Agent), as published on the applicable Bloomberg screen page (or such other commercially 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 the relevant Interest Period for deposits in Dollars for a period equal to such Interest Period; provided that, tothe extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurodollar Base Rate” shall be
the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars areoffered 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 the date 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.

-12-

“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 1/100th of 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 of notice, the lapse oftime, 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, thelenders 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 publishedadministrative 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 bydepositary 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 rate shall 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 this Agreement, themodification, amendment or renewal of this Agreement or otherwise) with respect to LIBOR.
“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.

-13-

“Foreign Subsidiary”: with respect to any Person, any Subsidiary of such Person other than one that is organized or existing under thelaws 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/orintercompany debt obligations owed or treated as owed by, one or more (i) CFCs and/or (ii) Subsidiaries described in this denition.
“Funding Office”: the office of the Administrative Agent specified in Section 9.2(a) or such other office as may be specified fromtime to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.
“GAAP”: generally accepted accounting principles in the United States set forth in the statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of theaccounting 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 thePartially Successful Completion Threshold for such calendar year, (b) zero basis points if the GHG Emissions Intensity Reduction as set forthin the Sustainability Pricing Certificate is greater than the Successful Completion Threshold and is less than or equal to the Partially
Successful Completion Threshold for such calendar 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 political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as
the European Union or the European Central Bank).
“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 ofbusiness 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 thepurchase or sale of 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 not constitute a Guarantee, provided that payment obligations,warranties, indemnities, performance guarantees and related obligations provided for-14-

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 each case, until the Guaranteeof such Person under the Subsidiary Guaranty has been released in accordance with the provisions 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 any other 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 the balance sheet of the obligor or otherwise.
The amount of any Indebtedness outstanding as of any date will be:interest;(1)

the accreted value of the Indebtedness, in the case of any Indebtedness that does not require the current payment of(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 nototherwise Guaranteed by the specified Person), the lesser of: (a) the fair value (as determined in good faith by a Responsible Officerof 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 or more 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 ofIndebtedness pursuant to this Agreement (whether or not Indebtedness), an amount calculated in accordance with clause (2) of thedefinition 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 ofIndebtedness more than once despite the fact more than one Person is liable with respect to such Indebtedness and despite the fact that suchIndebtedness 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 of Indebtedness). In addition, accrual of interest andaccretion 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.

-15-

“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 reporton environmental, social and governance issues.
ERISA.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of“Insolvent”: pertaining to a condition of Insolvency.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arisingunder United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, thePatents, 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 Eurodollar Loan having an Interest
Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than threemonths, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest
Period and (d) as to any Eurodollar Loan, the date of any repayment or prepayment made in respect thereof.
“Interest Period”: as to any Eurodollar Loan, each period commencing on the last day of the next preceding Interest Period applicableto such Eurodollar 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 day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions
relating to Interest 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 anothercalendar 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 Term Loan Maturity Date; and(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there isno numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of acalendar month.
“Investment”: any direct or indirect loan, advance (or other extension of credit) or capital contribution to (by means of any transfer ofcash or other property or assets to another Person or any other payments for property or services for the account or use of another Person)
another Person, including, without limitation, the following: (1) the purchase or acquisition of any Capital Stock or other evidence ofbeneficial ownership-16-

in another Person; and (2) the purchase, acquisition or Guarantee of the Indebtedness or other liability of another Person.
“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 publishedfrom 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 and including 50% of theEquity 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 recognizedauditing firm, (ii) a nationally recognized assurance provider or (iii) an independent consultant with experience with environmental, social andgovernance 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 for each KPI Metric for theapplicable calendar year (except, for the avoidance of doubt, the calendar year ended December 31, 2020); provided that all data andinformation set forth in such KPI Metrics Report shall also be set forth in 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 a place 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 bemade 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 bedeemed to constitute a Lien.
“Loan Documents”: this Agreement, any Subsidiary Guaranty, and, after execution and delivery thereof pursuant to the terms of thisAgreement, each Note, and any amendment, waiver, supplement or other modification to any of the foregoing.
“Loan Parties”: the Borrower and any Guarantors.

-17-

“Material Adverse Effect”: a material adverse effect on (a) the business, financial condition, results of operations 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 and the 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 forwhich financial statements are available, had total assets (based on book value after intercompany eliminations) as of the end of such quarterin 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, the term “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 purposesof this 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-petition interest is allowed in such proceeding) the Term Loans and all otherobligations and liabilities of the Borrower to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, dueor to become due, or now 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-18-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 the applicable 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 a payment 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 Eurodollar 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 political subdivision thereof, allreissues, reexaminations, and extensions thereof, (ii) all applications for letters patent of the United 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 tomake, 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 (or any successor).
“Permitted Liens”:
Date;

(1)

Liens existing as of the Closing Date or arising thereafter pursuant to related agreements existing as of the Closing

-19-

(2)
Liens on property given to secure all or any part of the payment of or financing of all or any part of the purchase pricethereof, or the cost of development, operation, construction, alteration, repair or improvement of all or any part thereof; provided thatsuch 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 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, orconstructed, altered or repaired and any improvements then or thereafter placed thereon and the capital stock of any Person formed toacquire 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 such property) (including acquisition through merger or consolidation) or at the time ofsuch 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 not extend 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 in connection with the purchase or acquisition thereof or of an interest thereinby the Borrower or a Subsidiary and (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 contributed or 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 the financing 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 theordinary course of business, Liens in connection with legal proceedings and Liens arising solely 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 more than 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;

-20-

(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 each case in the ordinary course of business, deposits as security forcontested taxes, import or customs duties, liabilities to insurance carriers or for the payment of rent, and Liens to secure letters ofcredit, 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 andpartial, 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 purchaseof 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 theaccount 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 automated clearing-house transfers of funds or otherfund 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 of such Subsidiary’s interest as aninsured under such policies;(15) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties inconnection 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 andother 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 orreplacements), in whole or in part, of any Lien referred to in this clause (17) or the preceding clauses (1) through (16), or any Liensthat 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 the Indebtedness (including any such repayment pursuant to amortization obligations with respect to suchIndebtedness) being extended, renewed, substituted, replaced, refinanced or refunded, which Indebtedness is or was secured by a Lienreferred to in this clause (17) or the preceding clauses (1) through (16).

-21-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 definition of 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 of whatever 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). Each change 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 andother 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, or other bulk purchase transaction not prohibited
under this Agreement so long as (i) the consideration, which shall be cash 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 fiveBusiness Days (or such 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 a certificate 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 five Business Days prior to consummation of the Qualified Acquisition, theBorrower shall deliver such notice (and certificate, if applicable) on the date of announcement.
“Rating Agencies”: each of Moody’s, S&P and Fitch.

-22-

“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) auditscores received by the manufacturing locations of the Borrower and its Subsidiaries at the applicable 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.
(London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBOR, thetime 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 andthe 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, a policy 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 a committee officiallyendorsed 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 to which 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 thenoutstanding 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 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 documentsof such Person, and any law, treaty, rule or regulation or-23-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 owned by the Borrower or
one or more Subsidiaries of which at least 80% of the Voting Stock is owned directly or indirectly by the Borrower and (ii) is not an
Unrestricted Subsidiary, provided that, for purposes of clause (i), any Voting Stock owned 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 ofthis 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 ofForeign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, by the United Nations Security Council, theEuropean Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b)any Person operating, organized or 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 from time 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, 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 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 andReporting 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.

-24-

“Significant Subsidiary”: any Subsidiary that is a “significant subsidiary” of the Borrower as defined under clauses (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 for such Business Day
published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on theimmediately 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.
“Solvent”: when used with respect to any Person and its Subsidiaries, means that, as of any date of determination, (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 theamount 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 accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the
present fair saleable 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 absoluteand 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 rightis reduced 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 suchright to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.
“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 ofCapital 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 the election of directors, managers or trustees of thecorporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one ormore 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 Subsidiaryof 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).

-25-

“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 the date 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 in accordance with the
Sustainability Margin Adjustment.
“Sustainability Margin Adjustment”: with respect to any calendar year, an amount (whether positive, negative or zero), equal to thesum 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 ofeach of the Key Performance Indicators as reflected in the Sustainability Pricing Certificate, and specified in Schedule 1.3 (Sustainability
Performance Thresholds).
“Sustainability Pricing Certificate”: a certificate signed by a duly elected Responsible Officer of the Borrower which shall bedelivered 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 copies of 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 in an 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”.

-26-

“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 then constitutes of theaggregate 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 thenoutstanding).
“Term SOFR”: for the applicable Corresponding Tenor as of the applicable Reference Time, 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.
“Trademarks”: (i) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious businessnames, trade styles, service marks, logos, domain names, and other source or business identifiers, and all goodwill associated therewith, allregistrations and recordings thereof, and all applications in connection 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 political subdivision 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 rightto 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 the Eurodollar Rate.
“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 (as amended from time to time)
promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (asamended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions andinvestment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolutionof 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 Subsidiary”: (1) any Subsidiary of the Borrower listed on Schedule 1.2, (2) any Subsidiary of the Borrower designatedby the Borrower as an Unrestricted Subsidiary pursuant to Section 5.7-27-

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.
“Voting Stock”: all classes of capital stock or other interests (including partnership interests) of a Person then outstanding andnormally 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 nonhazardous waste represented in kilograms diverted from landfill through on-site reuse, off-site reuse, 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 and conversion powers ofsuch 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 theapplicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial
Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or
obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercisedunder it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or
ancillary to any of those powers.
“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 the Partially Successful Completion Threshold for suchcalendar 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 or equal 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 theother 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 or delivered pursuant hereto or
thereto, (i) the words “include”, “includes” and “including” shall be deemed to be followed by 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 andeffect and to refer 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 thisAgreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to thisAgreement unless otherwise specified.

-28-

(d)
The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. References toagreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual
Obligations as amended, supplemented, restated or otherwise 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 in accordance with GAAP.
1.3.
Delivery of Notices. Any reference to a delivery or notice date that is not a Business Day shall be deemed 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 Delawarelaw (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes theasset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to thesubsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first dateof its existence by the holders of 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 make term 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 Eurodollar 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 Eurodollar 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 notice substantially in theform of Exhibit B hereto (which notice must be received by the Administrative Agent (a) in the case of a Eurodollar 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 make the Term Loans on the requested Borrowing Date. Each such Borrowing Request shall be irrevocable and shall be signed 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 Eurodollar Borrowing;(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; and-29-

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with therequirements 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 Eurodollar Term Loan Borrowing, then the Borrower shall be deemed to haveselected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, theAdministrative 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 therequested 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 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 forsuch purpose by notice to the Lenders. The Administrative Agent will make such 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 and designated 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 of any Borrowing thatsuch Lender will not make available to the Administrative Agent such Lender’s Term Loan to be made as part of the requested Borrowing, theAdministrative Agent may assume that such Lender has made such Term Loan available on such date in accordance with paragraph (a) of thisSection 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 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 day from and including the datesuch 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 oninterbank 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 thenunpaid 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 this Agreement.

-30-

(c)
The Administrative Agent shall, in respect of this Agreement, record in the Register, with separate sub-accounts for each
Lender, (i) the amount and Borrowing Date of each Term 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 theextent permitted by applicable law, be prima facie evidence of the existence and amounts of 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 suchaccount, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Term Loansmade 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 of such notice, a Note to evidence such
Lender’s Term Loans in form and substance reasonably satisfactory to the Lender and the Borrower.
2.8.

Interest Rates and Payment Dates.

(a)Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum
equal to the Eurodollar Rate determined for such Interest Period plus the Applicable Margin.
Margin.

(b)

Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate from time to time plus the Applicable(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 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 andpayable, and, in each case, for so long as such overdue Obligation remains unpaid, the Borrower shall pay, but only to the extent permitted bylaw, 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 caseof 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 the actual days elapsed, except
that, with respect to Base Rate Loans, when the Base Rate is based on the Prime Rate the interest thereon shall be calculated on the basis of a365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the
Borrower and the Lenders of each determination of a Eurodollar Rate. 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 opening of business on the day on which suchchange becomes effective. The Administrative Agent-31-

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 this Agreement shall beconclusive 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 actual or 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 interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.
2.10.
(a)

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 Period:(i)the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding
upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist forascertaining the Eurodollar Rate for such Interest Period, or(ii)
the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determinedor 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 by such 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 as soon as practicable
thereafter. If such notice is given (x) any Eurodollar Loans hereunder requested to be made on the first day of such Interest Period shall bemade as Base Rate Loans, (y) any Term Loans hereunder that were to have been converted on the first day of such Interest Period toEurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar 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 Eurodollar Loans hereunder shall be made or continued as such, nor shall the
Borrower have the right to convert Term Loans hereunder to Eurodollar 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 ReferenceTime in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause(1) or (2) of the definition of “Benchmark Replacement” for such Benchmark 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-32-

action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined inaccordance with clause (3) 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 notice of 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 longas the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders
comprising the Required Lenders.
(c)Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, theAdministrative 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 theLenders 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 an event, circumstance or date and any
decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made inits or their sole discretion and without consent from any 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 the then-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 thatpublishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor forthe administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any
Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant
to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark
Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark(including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark
settings at or after such time to reinstate such previously removed tenor.
(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 Eurodollar Borrowing of, conversion to or continuation of Eurodollar 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, the-33-component 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 respect of (a) the monitoring,
determination or verification of the unavailability or cessation of LIBOR (or other applicable 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 suchalternative, 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 inpart, 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 the same Business Day, which notice shall specify the date and amountof prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided that if a Eurodollar Loan is prepaid on any
day other than 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 ofsuch 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 this Section 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 Eurodollar Loans of
the respective Lenders (and of the respective tranche, if there are multiple tranches). A notice of prepayment of all outstanding Term Loanspursuant 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 Eurodollar Loans to Base Rate Loans by giving the Administrative
Agent prior irrevocable notice, in substantially the form attached hereto as Exhibit F, of such election 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 Eurodollar Loans may only bemade on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans toEurodollar Loans by 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 Eurodollar Loan when any Event of Default has occurred and iscontinuing and the Administrative Agent or the Required Lenders have determined in its or their sole-34-

discretion not to permit such conversions. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant
Lender thereof.
(b)
Subject to the final sentence of this Section 2.12(b), any Eurodollar Loan may be continued as such upon the expiration of thethen 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 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 Term Loans, provided that no Eurodollar 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 topermit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in thisparagraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted toBase Rate Loans on 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 andafter 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 shall constitute 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 the contrary from theBorrower, the Borrower shall be deemed to certify that no Event of Default has occurred or is continuing
2.13. Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions
and continuations of Eurodollar 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 ispermitted by the Administrative Agent).
2.14.
(a)
Lenders.

Pro Rata Treatment, etc.
Except as otherwise provided herein, the Term Loan Borrowing on the Closing Date shall be made pro rata among the(b)
Except as otherwise provided herein, each payment (including each prepayment) by the Borrower on account of principal orinterest 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., New York City time, on the date on whichsuch payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day suchpayment shall become due and payable on the next succeeding Business Day and, with respect to payments of principal, interest thereon shallbe payable at the then applicable rate during such extension. Interest in respect of any Term Loan hereunder shall accrue from and including
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 of any payment due tobe made by the Borrower hereunder that the Borrower will not make such-35-

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 the Lenders 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 Agent shall be entitled to recover, on demand, from each Lender to which any amount which wasmade 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 thereof or 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, ineach 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 case 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 Eurodollar 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 or other extensions of credit by, or any otheracquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; or(iii)
shall impose on any such Lender or the London interbank market (by reasons of such Lender’s participation in the
London interbank market) any other condition, cost or expense (other than Taxes) affecting this Agreement or Term Loans made bysuch 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 Eurodollar Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any
such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender forsuch 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 by such Lender or any corporation controllingsuch Lender 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 return on such Lender’s or suchcorporation’s capital as a 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 tocapital adequacy or liquidity requirements) by an amount deemed by such Lender to be material, then from time to time, after submission bysuch Lender to the Borrower (with a copy to the Administrative Agent) of a written-36-request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or suchcorporation for such reduction.
(c)
A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with acopy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in thisSection 2.15, the Borrower shall not be required to compensate any Lender pursuant to this Section 2.15 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 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), all payments by or on
account of any obligation of any Loan Party hereunder or under any other Loan Document shall be 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 or former
connection with the applicable taxing jurisdiction (other than any such connection arising solely from the Administrative 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 anassignee pursuant to a request by the Borrower under Section 2.22 hereof, any U.S. federal withholding tax except (A) to the extent suchwithholding tax results from a change in a Requirement of Law after the recipient became a party hereto or changed its lending office or (B) tothe 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 additional amounts from any Loan Party with respect to such withholding tax pursuant to thisSection 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 so that after all required deductions for Non-Excluded Taxes and Other Taxes (including deductions for NonExcluded Taxes and Other Taxes applicable to additional sums payable under this Section 2.16) have been made, the Lender (or, in the case ofany 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 an amount 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-37-

of the Taxes, then such party shall not be entitled to be compensated for any penalties, interest or expenses relating to such Taxes, except tothe extent such penalties, interest or expenses arise or accrue on or after the date that occurs 180 days prior to the date such party gives noticeto 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 aprior 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 accordancewith 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 copyof an original official receipt received, if any, by the Borrower or other documentary evidence showing payment thereof.
(d)
The Borrower shall indemnify the Administrative Agent and each Lender (within 10 days after demand therefor) for the fullamount of any Non-Excluded Taxes or Other Taxes (including Non-Excluded Taxes or Other Taxes imposed or asserted on or attributable toamounts 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 the relevant 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 the extent that such penalties, interest or
expenses are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such party’s grossnegligence or willful misconduct. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with acopy to the Administrative Agent), or by 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 requestedby 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 issubject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change incircumstances renders any such documentation (including any documentation specifically referenced below) expired, obsolete or inaccurate inany material respect, or upon the reasonable request of the Borrower or the Administrative Agent, deliver promptly to the Borrower and theAdministrative Agent updated or other 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 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 theapplicable 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).

-38-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) shall deliver to the
Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed
and duly signed original copies of Internal Revenue Service Form W-9 (or any 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 to this Agreement whichever of thefollowing is applicable:(A)
two duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor
forms) claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,(B)

two duly completed copies of Internal Revenue Service Form W-8ECI (or any successor forms),(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, to the 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 meaningof 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 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 a partnership, or is a
Lender that has granted a participation), Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender,
accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, United States Tax Compliance Certificate, Form W-9, Form W8IMY (or other successor forms) or any other required information from each beneficial owner, as applicable (provided that,
if the Lender is a partnership (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 suchdirect or indirect partner(s)), or(E)
any other form prescribed by applicable requirements of U.S. federal income tax law as a basis 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 to permit the Borrower and the Administrative Agentto determine the withholding or deduction required to be made.
(iii)
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposedby 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 thetime or times prescribed by law and at such time or times reasonably requested by the-39-

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, to determine whether such
Lender has or has not complied with such Lender’s FATCA obligations and to determine the amount, if any, to deduct and withholdfrom such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date ofthis 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 the Administrative 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 otherinformation that such Lender is not legally eligible 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 which a 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, oradditional amounts paid, by such Loan Party under this Section 2.16 with respect to the Non-Excluded Taxes or Other Taxes giving rise tosuch refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as the case may be, and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund, net of any Taxes payable by the
Administrative Agent or such Lender); provided that the applicable Loan Party, upon the request of the Administrative Agent or such Lender,
agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender, as the case may be, is required
to repay such refund 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 other amounts payable hereunder or any other
Loan Document.
(h)
For the avoidance of doubt, any payments made by the Administrative Agent to any Lender shall be treated 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 expensethat such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into orcontinuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of thisAgreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement, or (c) the making of a prepayment or conversion of Eurodollar 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 have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period
from the date of such prepayment 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 theapplicable rate of interest for such Term Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over(ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender-40-

on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A
certificate as to any amounts payable pursuant to this 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 Lenderpursuant 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, thensuch 180 days period shall be extended to include the period of such retroactive effect. This covenant shall survive the termination of thisAgreement 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, use reasonable 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 theconsequences of such event; provided that such designation 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 the dates 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 theAdministrative Agent, and, in each case, to perform any other obligations 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 therespective 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 toeliminate 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 and be continuing at the time of such replacement, (iii) the replacement
financial institution(s) shall purchase, at par, all Term 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
Eurodollar 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 be reasonably satisfactory to the
Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), (vi) the replaced Lender shall be obligated tomake such replacement in accordance 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 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 bea waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

-41-

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 the extent permitted by applicable law:(a)
Waivers and Amendments. The Term Loans and Term Commitments of such Defaulting Lender shall not be included indetermining 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 ofsuch Defaulting Lender in accordance with the terms hereof.
(b)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agentfor the account of such Defaulting Lender hereunder (whether voluntary, at maturity, pursuant to Article VII or otherwise) shall be applied atsuch time or times as may be determined by the Administrative Agent as follows: 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 fundingof any Term Loan in respect of which 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 with respect to Term Loans
under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competentjurisdiction 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 ofcompetent 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 of competent jurisdiction. Any
payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a
Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, andsuch 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 arrangementswith respect to any cash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Term Loans of theother 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 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 withrespect 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.

-42-

(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 the period commencing on and including theapplicable 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 of any calendar year.
It is further understood and agreed that the Applicable Margin will never be reduced or increased by 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 applicableadjustment 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 or more 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 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 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 such material inaccuracy, a “Sustainability
Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lender delivers, 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 in reasonable 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 theLenders 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 detail of, or has agreed inwriting that there was, a Sustainability Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest that shouldhave 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 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, theApplicable 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 notconstitute 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 inaccordance with the-43-foregoing terms of 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 additionalamounts required to be paid pursuant the immediately preceding paragraph shall not be due and payable until a written demand is made forsuch 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 orotherwise) 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 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 that are 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 the Sustainability
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). Suchamendment, modification or other supplement, shall be consented to by the Administrative Agent, Sustainability Structuring Agent and the
Borrower and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after
notice of 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 the written agreement among the Sustainability
Structuring Agent, the Borrower and the Administrative Agent, which will take 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, the Sustainability 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 and each Lender as follows:
3.1.
Existence; Compliance with Law. Each Loan Party (a) is duly organized, validly existing and (to the extent such concept is
applicable) in good standing under the laws of the jurisdiction of its organization, (b) has the power 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 other organization and (to the extent such concept is applicable) in good standing under the laws of eachjurisdiction 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 tocomply 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 the legal right, to make,deliver and perform the Loan Documents to which it is a party and, in-44-

the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize
the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize theextensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority is required in connection with the extensions of credit hereunder or with the execution, delivery,
performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) that have been obtained or made and arein full force and effect and (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 onbehalf 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 by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcementof 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 theextent 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 otherdocument, 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 thetransactions contemplated by this Agreement or the other Loan Documents, contained as of the Closing Date, taken as a whole and in light ofthe circumstances in which made, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements
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 upon assumptions believed by them to be reasonable at the timedelivered and, if such projected financial information was delivered prior to the Closing Date, as of the Closing Date, it being understood thatany 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 to have a Material Adverse Effect.
3.6.
Title to Assets; Liens. The Borrower and its Restricted Subsidiaries have good and marketable title to, or a 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, ineach case, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of suchproperty 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, all Intellectual 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-45-otherwise violate the Intellectual Property rights of any other Person, in each case except where the failure to own or license Intellectual
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, tothe knowledge of the Borrower, threatened (including “cease and desist” letters and invitations to take 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 purpose that violates theprovisions 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 the incurrence 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 andother Tax returns that are required to be filed, except if the failure to make any such filing would 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 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) thosewhere 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 five-year period prior to the date on which this representation is made ordeemed made with respect to any Plan, and each Plan has complied in all respects with the applicable provisions of ERISA and the Code; notermination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; thepresent value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of thelast annual valuation date prior to the date on which this representation is made or 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 fromany 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 to withdraw completelyfrom 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.

-46-

3.14. Environmental Matters; Hazardous Material. There has been no matter with respect to Environmental Laws or Materials ofEnvironmental 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 the meaning 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 Subsidiary pending 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 from the 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 AntiCorruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and directors and to the knowledgeof the Borrower its employees and agents, 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 from the credit facility establishedhereby, is a Sanctioned Person. No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate any AntiCorruption 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 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 and delivered by the Borrower,
the Administrative Agent, the Sustainability Structuring Agent, and each other Lender and Schedules to this Agreement.

-47-

(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 ofincorporation 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 ofthe Borrower in form and substance satisfactory to the Administrative Agent certifying as to the solvency 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, andall reasonable costs and expenses required to be paid and for which invoices have been presented (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 in writing by any Lender at least eightdays prior to the Closing Date about the Borrower and its Subsidiaries that is required 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
Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certificationin relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery bysuch 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, of which all dataand information in such Initial KPI Metrics Report has been made publicly available by the Borrower via the Borrower’s annual report onenvironmental, social and governance issues.
(k)Representations and Warranties. All representations and warranties contained in this Agreement shall be true and correct in allmaterial respects on and as of the Closing Date, with the same effect as if made on and as of such date (unless stated to relate to a specificearlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date) (itbeing understood that any representation or warranty that is qualified as to materiality or Material Adverse Effect shall be correct in all
respects).

-48-

(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 the Lenders), within 15
days after the Borrower has filed the same with the SEC, copies of the quarterly and annual reports and the information, documents andreports (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 andcorrespondence 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 to be “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 formof Exhibit C (y) stating no Default or Event of Default has occurred and is then continuing or, if a Default or Event of Default exists, adetailed 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 is taking 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 “know your 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 Certificationdelivered 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 Agent a Sustainability Pricing Certificate for the mostrecently-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 forth in Section 2.25(c).

-49-

5.3.
Maintenance of Existence. The Borrower and its Restricted Subsidiaries shall (i) preserve, renew and keep in full force andeffect 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 sowould 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 or a similarbusiness (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 the contrary herein, with respect to Foreign Subsidiaries that are
Guarantors, the requirements of this Section 5.4 shall be deemed satisfied if the Borrower obtains insurance policies that are customary andappropriate for the applicable jurisdiction.
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 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 ensurecompliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws andapplicable 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 as a 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 or otherwise 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 orother disposition of the properties and assets of such Person (or a division thereof) as an entirety or substantially as an entirety to any
Restricted Subsidiary of 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-50-

any increase in the amount of such Indebtedness (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 purchaseprice or the cost of development, operation, construction, alteration, repair or improvement of property, assets or equipment acquired ordeveloped, operated, constructed, altered, repaired or improved by a Restricted Subsidiary, and any related transactional fees, costs andexpenses, provided such Indebtedness is created, 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 such development, 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 amount of such Indebtedness , without duplication, does not exceed 100% of the fair value of theproperty 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 otherreasonable amounts payable, plus the amount of fees, expenses and other 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 besecured 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 thisclause shall not exceed the sum of (i) 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 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 this Section 6.1, the Borrower, in
its sole discretion, will classify, and may reclassify, such Indebtedness and such Indebtedness 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 amount of any Indebtedness (including any Guarantees of such Indebtedness) be required to be-51-

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 morethan 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 such calculations).
6.2.
Limitation on Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries, to create or incur any Lienon 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 Indebtedness of the Borrower;
provided that the aggregate principal amount of Indebtedness that is secured pursuant to this Section 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 thedate 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 to the 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 amount secured by such Lien, and (2) in the event that a Lien meets thecriteria of more than one of the types of exceptions in 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 or otherwise 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 asingle 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 otherthan the Borrower) formed by such consolidation or into which the Borrower is merged or the Person which acquires by conveyanceor transfer, or which leases, all or substantially all of the properties, rights and assets of the Borrower (the “Successor Company”), isan entity organized under the laws of the United 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 ofcompliance 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)
continuing.

immediately after giving effect to the transaction, no Event of Default and no Default shall have occurred and be-52-

This Section 6.3 shall not apply to a merger of the Borrower with an Affiliate solely for the purpose of reincorporating the Borrower
in another jurisdiction in the United States of America, any State thereof or the District 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 and assets of the Borrower to a Successor
Company in accordance with the conditions described in Section 6.3(a), the Successor Company shall succeed to and be substituted for, andmay exercise every right and power of, the Borrower 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 and covenants
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 and lease-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 the case 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 theapplicable 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 theproperty 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 proceeds from the sale of theProperty to the purchase of other Property or to the retirement, repurchase or other repayment 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 the applicable Restricted Subsidiary would be entitled toincur Indebtedness secured by a Lien on the property to be leased in an amount equal to Attributable Debt with respect to such sale and leaseback 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 shallprocure that its Subsidiaries and its or their respective directors, officers,-53-

employees and agents 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 Anti-Corruption Laws, (b) for the purpose offunding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to theextent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the UnitedStates 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, as of the last day of any fiscal quarter of the Borrower, the Total Leverage
Ratio to exceed 3.25 to 1.00; provided that following the consummation of a Qualified Acquisition for the four fiscal quarters of the Borrower
then ended as set forth in the last Compliance Certificate delivered pursuant to Section 5.2, the Total 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 five Business Days after suchamount” 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 any of 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 themanner required by this Agreement;(e)default under any mortgage, indenture or instrument under which there is issued or by which there is secured 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 toany applicable grace periods) or such default is with respect to another obligation under such Indebtedness and results in the holder or holdersof such Indebtedness causing the payment of such Indebtedness to be accelerated and to become due prior to its stated maturity without suchIndebtedness 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;

-54-

(2)
consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition 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 or organization 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 orother 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 that are 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 other such 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, the Administrative Agent may take any and all of thefollowing actions: (A) [reserved], and (B) at the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower (i)declare the Term Loans then outstanding 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 or other notice of any kind, all of which are hereby waived by the Borrower and (ii)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents and applicablelaw. In case of any event with respect to the Borrower described in-55-

clause (f) or (g) of this Section, any outstanding Term Commitments shall automatically terminate and the principal of the Term Loans thenoutstanding, 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 occurredand 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 been discharged in full, within thirty (30) calendar days after declaration ofacceleration with respect thereto, and if (1) the annulment of the acceleration of the Term Loans would not conflict with any judgment ordecree of a court of competent 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 the agent of such Lenderunder this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in suchcapacity, 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 Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such 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 Lenderirrevocably authorizes the Sustainability Structuring 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
Sustainability Structuring Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as arereasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Administrative Agentand the Sustainability 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 thisAgreement 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 theirduties under this Agreement and the other Loan Documents by or through agents or attorneys in fact 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 (or any other similarterm) 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 doctrine of any applicable law. Instead such term is used as a matter ofmarket 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 and Sustainability Structuring
Agent are required to exercise and only so long as so directed in writing to take such discretionary action by the-56-

“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 orthat is contrary to any Loan Document or Applicable Law, including, for the avoidance of doubt, any action that may be in violation of theautomatic 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 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 totake any such discretionary action at the direction of the Required Lenders. The Administrative Agent and Sustainability Structuring Agentshall 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 theother 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 madein 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 orother 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 Agent shall be entitled torely, 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 ormade by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independentaccountants and other experts 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 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) 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 of a Letter of Credit, theAdministrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent receives notice to thecontrary from such Lender prior to the making of such loan or the issuance of such Letter of Credit. The Administrative Agent andSustainability Structuring Agent shall in 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 such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holdersof the Term 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 the occurrence 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-57-

notice is a “notice of default”. 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 be reasonably 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, 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. The Administrative Agent shall not be obligated to follow any direction by Required Lenders if the Administrative Agentreasonably 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 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 goodfaith 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, theSustainability 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 reviewof 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 and based 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 andenter into this Agreement. Each Lender also represents that it will, independently and without 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 tomake its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, andto make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition andcreditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents 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 thebusiness, 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 no assurances as to (i)whether this Agreement meets any Loan Party or Lender criteria or expectations with regard to environmental impact and sustainability
performance, or (ii) whether the characteristics of the relevant sustainability performance targets and/or key performance indicators includedin the Agreement, including any environmental and sustainability criteria or any computation methodology with respect thereto, meet any
industry standards for sustainability-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 or otherwise 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-58-

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, theSustainability 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 theirrespective Term 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 Term Commitments shall have terminated and the Term Loans shall have been paid in full, ratably in accordancewith 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 kind whatsoever that may at any time (whether before or after the paymentof 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, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or thetransactions 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 found by a final and nonappealable decision of a court of competent jurisdiction tohave resulted from such Agent’s, gross negligence or willful misconduct. The agreements in this Section 8.7 shall survive the payment of the
Term Loans and all other amounts payable hereunder.
8.8.
Agent and Sustainability Structuring Agent in Their Individual Capacity. Each Agent, the Sustainability Structuring Agentand 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, each Agent and the Sustainability Structuring Agent shall have the same rights and powers under thisAgreement 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 intheir individual capacity.
8.9.
Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to theLenders 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 shallbe subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shallsucceed 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 Agentshall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to thisAgreement or any holders of the Term Loans. If no successor agent has accepted appointment as an Administrative Agent by the date that isten (10) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shallnevertheless thereupon 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 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 and any Loan Party. If the-59-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 a successor agent for the Lenders, which successor agent shall be subject toapproval 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 suchsuccessor 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 or further 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 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 shallassume 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 andSection 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 thisAgreement 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 Lenderor 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 erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or
not known to such 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 thereturn 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 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 withinterest 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 in accordance with banking industry rules on interbank compensation fromtime 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 apayment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution orotherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, thatspecified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to suchpayment, 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 each case:

-60-

(i)
an error may have been made (in the case of immediately preceding clauses (x) or (y)) or an error has been made (inthe 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 tosuch 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 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 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 Lender at 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
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 shall deliver any Notes evidencing such Term 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 hereunder withrespect 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 thisAgreement 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 inaccordance 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 withrespect 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, andhereby 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

-61-

(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, the termination 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 suchdiscretion 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 therecovery 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 to comply with the provisions of Section 9.6(c) relating to the maintenance of a Participant Registerand (iii) any Excluded Taxes attributable to such Lender 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 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 amountdue to the Administrative Agent under this Section 8.14. The agreements in this Section 8.14 shall survive the resignation and/or replacementof the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and therepayment, 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, the Sustainability Structuring Agent and each Arranger and their respective Affiliates, andnot, 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:

-62-

(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 and performance of the Term Loans, theTerm 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 class exemption for certain transactions involving
insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled
separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23(a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’sentrance 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 ofPart VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender toenter into, participate in, administer and perform the Term Loans, the Term Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Term Loans, the Term Commitments and this Agreement satisfies therequirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements ofsubsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of andperformance of the Term Loans, the Term 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 or such Lender has
provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately 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 Agentand Sustainability 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 the assets 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
9.1.

Miscellaneous

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 this Section 9.1. The Required Lenders and each Loan
Party party to the relevant Loan Documents may, or, with the written 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 the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing
in any manner the rights of the Lenders or of the-63-Loan Parties hereunder or thereunder or (II) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as thecase may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Eventof 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, the Sustainability Margin Adjustment) (except in connection with the waiver ofapplicability 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 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 an increase 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 accordance with Section 9.14) or (v) amend, modify or waive any provision of Section 9.7(a), in eachcase without the written consent 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 the Term Commitments on the Closing Date), or (ii) reduce thepercentage 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 determinationof the Required 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 obligations of 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, the Lenders, theAdministrative Agent and all future holders of the Term Loans. In the case of any waiver, the Loan Parties, the Lenders and theAdministrative 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 thecontrary 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 to the other requirements set forth in thisAgreement, 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 shallhave 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 theRequired Lenders within ten (10) Business Days following receipt of notice thereof. Notwithstanding anything to the contrary in thisAgreement or the other Loan Documents, the Administrative Agent is hereby irrevocably authorized by each Lender (and each such Lender
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 toproperly reflect the amendments made to this Agreement.

-64-

(c)
Notwithstanding anything to the contrary contained in the Loan Documents, the Term Loans of any Lender that is at the timea 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 of eachDefaulting Lender.
9.2.

Notices.

(a)
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including bytelecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when received, addressed asfollows in the case of the Loan Parties and the Administrative Agent, and as set forth in the administrative questionnaire delivered to the
Administrative Agent in the case of the Lenders, 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: efranks@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:Agencyservices.requests@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, 10019-65-

Attn: Fanny Charrier
Telephone: 212-261-3931
Email: SB.US.Loans@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 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 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 to particular notices orcommunications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shallbe deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on thenext 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 noticeor communication 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 not necessarily secureand that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with suchelectronic 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, non-appealable judgment of a court of competent jurisdiction.
(d)
The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Agent or
any of their respective officers, directors, employees, agents, advisors or representatives warrant the accuracy, adequacy, or completeness of
the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform andthe Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by any of theAgent or the Sustainability Structuring Agent or any of their respective officers, directors, employees, agents, advisors or representatives inconnection with the Platform or the Approved Electronic Communications. In no event shall the Agent 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 suchliabilities result from the Agent or Sustainability Structuring Agent’ bad faith, willful misconduct, gross-66-

negligence or material 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 Agentor any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shallany 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 exclusiveof any rights, remedies, powers and privileges provided by law.
9.4.
Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents
and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery ofthis 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 Agent and the Sustainability
Structuring Agent for all its reasonable out-of-pocket costs and expenses reasonably incurred in connection with (i) the development,
negotiation, preparation, execution and delivery of this Agreement, the Notes and any other documents prepared in connection herewith ortherewith, including any amendment, supplement or modification to any of the foregoing and (ii) the consummation and administration of thetransactions 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 feesand expenses, (b) to pay or reimburse the Administrative 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, the Notes, the other
Loan Documents and any such other documents following the occurrence and during 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 andthe 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 be entitled 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 eachof their respective Affiliates, directors, officers, employees, representatives, partners, advisors and agents (each, an “Indemnitee”) from andagainst 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 thisAgreement, 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, andregardless of whether any-67-Indemnitee is a party thereto and the reasonable fees and expenses of one legal counsel for the Indemnitees taken as a whole in connection
with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (c),collectively, the “indemnified liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect toindemnified liabilities to the extent determined by the final non-appealable judgment of a court of competent jurisdiction to have resulted fromthe bad faith, gross negligence or willful misconduct of such Indemnitee or any of such Indemnitee’s Related Persons; provided, further, thatthe Borrower shall in no event be responsible for consequential, indirect, special or punitive damages to any Indemnitee pursuant to thisSection 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 the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and tocause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any otherrights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kindor 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 subagents, 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 aresult of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby orreferred to herein or therein, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof or any act oromission or event occurring in connection therewith, and the each Loan Party hereby waives, releases and agrees, on behalf of itself and eachof its respective Subsidiaries, not to sue upon any such claim or any such damages, whether or not accrued and whether or not known orsuspected to exist in its favor. No Indemnitee referred to in clause above shall be 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 terminationof this Agreement and repayment of the Term Loans and all other amounts payable hereunder. This Section 9.5 shall not apply with respect toTaxes 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 and their respective
successors and assigns permitted, except that (i) unless otherwise permitted by Section 6.3 hereof, the Borrower may not assign or otherwisetransfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer
by the Borrower without such consent 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 more assignees (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 theTerm 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 noconsent of the Borrower shall be required for an assignment to a Lender, a depository institution affiliate of a Lender having
access to discount window-68-

credit of the Federal Reserve (as defined below) or, if an Event of Default under Section 7.1(a) or (b) has occurred and iscontinuing, any other 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 theAssignment 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) suchamounts 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 andAcceptance, together with a processing and recordation fee of $3,500 (although the Borrower shall not be responsible for thepayment 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 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; and(D)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 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 datespecified 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 and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest 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 and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of-69-

Sections 2.15, 2.16, 2.17 and 9.5 for the period of time in which it was a Lender hereunder. Any assignment or transfer by a Lender ofrights or obligations under this Agreement that does not comply with this Section 9.6 shall be treated for purposes of this Agreement
as a sale by such Lender of a participation 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, shall maintain at one of its
offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of theLenders, and the Term Commitments of, and principal amount (and interest amounts) of the Term Loans owing to, each Lenderpursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error),and the Borrower, the Administrative 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 notice to the contrary. The Registershall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable priornotice. 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 a transferor 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 arecordation and processing fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), theAdministrative Agent shall (i) promptly accept such Assignment and Acceptance, (ii) on the effective 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, sell participations to one ormore banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all ora 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, theAdministrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’srights and obligations 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 a participation shall provide that such Lendershall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver ofany provision of this Agreement and any other Loan Document or to otherwise exercise its voting righting rights under this Agreement andany other Loan Document; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to thesecond sentence of Section 9.1(a) and (2) directly affects such Participant. Subject to paragraph (c)(i) of this Section, the Borrower agrees thateach Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations of such sections
and Sections 2.18 and 2.22 and it being understood that the documentation required under Section 2.16(e) shall be delivered solely to theparticipating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of thisSection. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.7(b) as though it were a Lender,
provided such Participant shall be subject to Section 9.7(a) as though it were a Lender.

-70-

(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 agent of the Borrower,
maintain a register on which it enters the name and address of each participant and the principal amounts (and related interest
amounts) of each participant’s interest in the Term 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 isrecorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any noticeto 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 that suchdisclosure 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 tosecure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shallnot apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shallrelease 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 (ineach 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 forpayments to be allocated to a particular Lender or to the Lenders, if any Lender (a “Benefited Lender”) shall receive any payment of all or partof 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 orcollateral received by any other 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 cause such 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 isthereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, 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-71-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 stated maturity, 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, any affiliate thereof or any of their respective branches or agencies to or for the credit or the account of the
Borrower. Each Lender agrees promptly to notify the Borrower and the 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 and the 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 toinclude 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 asprovided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York StateElectronic 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 suchjurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
9.10. Integration. This Agreement and the other Loan Documents represent the entire agreement of the Borrower, theAdministrative 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 to the subject matter hereof not expressly set forth orreferred to herein or in the other Loan Documents.
9.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THISAGREEMENT 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 unconditionally submits for itself andits property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or forrecognition 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 objection that it may now orhereafter have to the venue of any such action or proceeding in any-72-such court or that such action 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 byregistered 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 shall have been notified pursuant thereto;(iii)
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or
shall limit the right of any Agent, any Arranger or any Lender to sue in any other jurisdiction; and(iv)
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action orproceeding 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 andDocumentation 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 haveeconomic 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 the transactions
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, the Administrative Agent ishereby 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 topermit 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 oranother Guarantor), and (ii) under the circumstances described in paragraph (c) below (and, upon the consummation of any such transaction inpreceding clause (i) or (ii), such Guarantor shall be released from its obligations hereunder).

-73-

(c)
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Lenders hereby agree, and theAdministrative 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 substantiallyall 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 suchthat 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, the request by such
Guarantor of release at any time; provided that after giving effect to such release the Borrower would be in compliance with thecovenant 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 with this Agreement; provided that nothingherein 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 no less restrictive than this Section 9.15, or to any actual or prospective Transferee (or any professional advisor tosuch 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 that to the extent permitted by law, such Lendershall promptly notify the applicable Loan Party of such disclosure (except with respect to any audit or examination conducted by bankaccountants 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 with respect to any audit or
examination conducted by bank accountants or any governmental bank authority exercising examination 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 Party of 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
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 to such 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-74-

Affiliates and their related parties or their respective securities. Accordingly, each Lender confirms to the Borrower and the Administrative
Agent that (i) it has developed 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 accordancewith 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 applicable law, including federal and state securities laws.
The Borrower acknowledges that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish 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 are suitable for delivery to the Public Lenders as such. Any document that the Borrower has indicatedcontains 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 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 SUSTAINABILITYSTRUCTURING AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT 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 other information that will allow such Lender to identify such Loan Party in accordancewith the Patriot Act. The Borrower shall, and shall cause each of its Subsidiaries to, provide, to the extent commercially reasonable, suchinformation and take such actions as are reasonably requested by each Lender and the Administrative Agent to maintain compliance with the
Patriot Act.
9.18. No Fiduciary Duty. Each Agent, each Lender, the Arrangers, the Syndication Agent, the Documentation Agents and theirrespective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with thoseof the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed tocreate 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) 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 or remedies with respect thereto) or the process leading thereto (irrespective of whether any
Lender has advised, is currently 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-75-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 withrespect 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, or owes 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 pages of thisAgreement 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 of this Article, none of such
Arrangers, Syndication Agent and Documentation Agents 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 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 such parties, 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 thewrite-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to bebound 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 in such 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 orother 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 and Conversion Powers of
the applicable Resolution Authority.
9.20. Interest Rate Limitations. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable 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 in accordance with applicable law, the rate of interest payable in respect ofsuch Term Loan, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, theinterest 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 Loans or periods shall be
increased (but not above 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, the Borrower’s repaymentof outstanding eurodollar loans under the Existing Credit Agreement is on a day that is not the last day of an Interest Period (as defined in the
Existing Credit Agreement). Each-76-

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 of Section 2.20 of the Existing Credit Agreement.

-77-

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

By: /s/ Gregory Routin
Name: Gregory Routin
Title: Treasurer[Signature Page to Micron Technology, Inc. Term Loan Credit Agreement]

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

By: /s/ Jesse Mason
Name: Jesse Mason
Title: Director[Signature Page to Micron Technology, Inc. Term Loan Credit Agreement]

Oversea-Chinese Banking Corporation Limited, Los Angeles Agency, as a
LenderBy: /s/ Charles Ong
Name: Charles Ong
Title: General Manager

The Bank of Nova Scotia,
as a Lender
By: /s/ Khrystyna Manko
Name: Khrystyna Manko
Title: Director

The Toronto-Dominion Bank, New York Branch,
as a Lender
By: /s/ Michael Borowiecki
Name: Michael Borowiecki
Title: Authorized Signatory

Bank of America, N.A.,
as a Lender
By: /s/ Shyam P. Gondha
Name: Shyam P. Gondha
Title: Vice President

DBS Bank Ltd.,
as a Lender
By: /s/ Terence Yong
Name: Terence Yong
Title: Managing Director[Signature Page to Micron Technology, Inc. Term Loan Credit Agreement]

U.S. Bank National Association,
as a Lender
By: /s/ Lukas Coleman
Name: Lukas Coleman
Title: Vice President

United Overseas Bank Limited, New York Agency
as a Lender
By: /s/ Eriberto de Guzman
Name: Eriberto de Guzman
Title: Managing Director
By: /s/ Brian Ike
Name: Brian Ike
Title: First Vice President

CREDIT AGRICOLE CORPORATE ANDINVESTMENT BANK,
as Sustainability Structuring Agent and a Lender
By: /s/ Jill Wong
Name: Jill Wong
Title: Director
By: /s/ Gordon Yip
Name: Gordon Yip
Title: Director[Signature Page to Micron Technology, Inc. Term Loan Credit Agreement]

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 mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
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:

July 1, 2021

/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, David A. Zinsner, 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 mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
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:

July 1, 2021/s/ David A. Zinsner
David A. Zinsner
Senior 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 3, 2021, 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: July 1, 2021
/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, David A. Zinsner, 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 3, 2021, 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: July 1, 2021/s/ David A. Zinsner
David A. Zinsner
Senior Vice President and Chief Financial Officer