Exhibit 10.1


 





EXECUTION VERSION


 


FIRST AMENDMENT
TO CREDIT AGREEMENT


 


THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of June 1, 2021 (the “First Amendment Effective
Date”), is entered into among Tyco Electronics Group S.A., a Luxembourg public limited liability company (société
anonyme) having its registered office at 46 Place Guillaume II, L-1648 Luxembourg and registered with the Luxembourg trade and companies
register (Registre de commerce et des sociétés, Luxembourg) under number B.123549 (the “Borrower”),
TE Connectivity Ltd., a Swiss company (“Parent Guarantor”), the Lenders party hereto and Bank of America, N.A., as
Administrative Agent (the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein
shall have the meanings given to such terms in the Existing Credit Agreement (as defined below) or the Amended Credit Agreement (as defined
below), as applicable.


 


RECITALS


 


WHEREAS,
the Borrower, the Parent Guarantor, the Lenders and the Administrative Agent, entered into that certain Five-Year Senior Amended and
Restated Credit Agreement, dated as of November 14, 2018 (as amended, restated, amended and restated, extended, supplemented, or otherwise
modified in writing from time to time prior to the First Amendment Effective Date (as defined below), the “Existing Credit Agreement”);
and


 


WHEREAS,
the Borrower has requested that the Lenders amend the Existing Credit Agreement as set forth below.


 


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


 


1.       Amendments
to the Existing Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the
Existing Credit Agreement is hereby amended as follows:


 


(a)        The
Existing Credit Agreement is amended in its entirety to read in the form attached hereto as Annex A (the Existing Credit Agreement,
as so amended, the “Amended Credit Agreement”).


 


(b)       Schedules
2.01 and 10.01 to the Existing Credit Agreement are hereby amended and replaced in their entirety with Schedules 2.01 and 10.01
attached hereto.


 


(c)        Exhibits
C-1-C-4 to the Existing Credit Agreement are hereby amended and replaced in their entirety with Exhibits C-1-C-4 attached
hereto.


 


(d)       Except
as set forth in Section 1(b) and (c), all schedules and exhibits to the Existing Credit Agreement (as amended or otherwise
modified in writing prior to the First Amendment Effective Date) shall not be modified or otherwise affected hereby.


 


(e)       The
parties hereto agree that, on and as of the First Amendment Effective Date, all obligations of the Obligors outstanding under the Existing
Credit Agreement and the other Loan Documents (the “Obligations”) on and as of the First Amendment Effective Date
shall in all respects be continuing and shall be deemed to be Obligations pursuant to the Amended Credit Agreement. The Amended Credit
Agreement is not a novation of the Existing Credit Agreement. This Agreement shall not by implication or otherwise limit, impair, constitute
a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or any Lender under the Existing Credit Agreement
or any other Loan Document, and except as set forth herein, shall not alter, modify, amend, or in any way affect any of the terms, conditions,
obligations, covenants, or agreements contained in the Existing Credit Agreement or any other Loan Document.


 






    


     


    

 


2.       Conditions
Precedent. This Agreement shall be effective on the first date (such date, the “First Amendment Effective Date”)
upon which the following conditions precedent have been satisfied or waived:


 


(a)       Receipt
by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Parent Guarantor, the Lenders, and the
Administrative Agent.


 


(b)       Receipt
by the Administrative Agent of a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the First
Amendment Effective Date) of (i) the general counsel of the Parent Guarantor in substantially the form attached as Exhibit C-1 to this
Agreement, (ii) Allen & Overy, société en commandite simple, special Luxembourg counsel to the Borrower, in substantially
the form attached as Exhibit C-2 to this Agreement, (iii) Bär & Karrer AG, special Switzerland counsel to the Parent Guarantor,
in substantially the form attached as Exhibit C-3 to this Agreement and (iv) Weil Gotshal & Manges, LLP, special New York counsel
to the Obligors in substantially the form attached as Exhibit C-4 to this Agreement.


 


(c)       Receipt
by the Administrative Agent of certified copies of the charter, by-laws and other constitutive documents of each Obligor and of resolutions
of the Board of Directors (or other equivalent governing body) of each Obligor authorizing entry into this Agreement, together with incumbency
certificates dated the First Amendment Effective Date evidencing the identity, authority and capacity of each Person authorized to execute
and deliver this Agreement, the other Loan Documents and any other documents to be delivered by such Obligor pursuant hereto.


 


(d)       Receipt
by the Administrative Agent of (x) a certificate, dated the First Amendment Effective Date and signed by a Responsible Officer of the
Borrower, confirming that (i) on and as of the First Amendment Effective Date, before and after giving effect to this Agreement and the
transactions contemplated herein, the representations and warranties of each Obligor set forth in Article III of the Amended Credit Agreement
are true and correct in all material respects (it being understood and agreed that (1) any representation or warranty which by its terms
is made as of a specified date shall be true and correct in all material respects only as of such specified date and (2) any representation
or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true
and correct in all respects) and (ii) as of the First Amendment Effective Date, before and after giving effect to this Agreement and
the transactions contemplated herein, no Default or Event of Default has occurred and is continuing and (y) a Solvency Certificate, substantially
in the form of Exhibit E to the Existing Credit Agreement, dated the First Amendment Effective Date and signed and certified by the Chief
Financial Officer of the Parent Guarantor.


 


(e)       The
Borrower shall have provided documentation and other information reasonably requested by the Administrative Agent at least five days
prior to the First Amendment Effective Date, in connection with (x) applicable “know your customer” and anti-money-laundering
rules and regulations, including, without limitation, the Act, in each case at least three days prior to the First Amendment Effective
Date and (y) to the extent the Borrower or the Parent Guarantor qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower or Parent Guarantor, as applicable.


 






    2


     


    

  





(f)       The
Borrower shall have paid (or caused to be paid) (i) all fees required to be paid by it to the Administrative Agent, the Arrangers and
the Lenders and, unless waived by the Administrative Agent and the Arrangers, the Borrower shall have paid, to the extent invoiced and
received by the Borrower at least two Business Days prior to the First Amendment Effective Date (or such later date as the Borrower may
reasonably agree), all legal fees and expenses of the Administrative Agent and the Arrangers required to be paid pursuant to the terms
of the Amended Credit Agreement and (ii) to the Lenders under the Existing Credit Agreement (including any Exiting Lender (as defined
below)), all accrued and unpaid interest and fees in respect of the Loans and Commitments under the Existing Credit Agreement through
(but excluding) the First Amendment Effective Date.


 


For
purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder
to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice
from such Lender prior to the proposed First Amendment Effective Date specifying its objection thereto.


 


3.       Miscellaneous.


 


(a)       The
Amended Credit Agreement and the other Loan Documents, and the obligations of each Obligor thereunder, as amended hereby, are hereby
ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement is a Loan Document.


 


(b)       Each
Obligor hereby represents and warrants as follows:


 


(i)      The
execution, delivery and performance by such Obligor of this Agreement have been duly authorized by all necessary corporate, and, if required,
stockholder action, and do not violate, contravene, or constitute a default under any provision of (A) any applicable law or regulation,
(B) the charter, by-laws or other organizational documents of such Obligor, (C) any order, judgment, decree or injunction of any Governmental
Authority or (D) any agreement or instrument evidencing or governing any Material Debt of such Obligor, except in the case of clauses
(A) or (C) above for any such violations, contraventions or defaults that could not reasonably be expected to have a Material Adverse
Effect.


 


(ii)      This
Agreement has been duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligation of such Obligor,
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity
or at law.


 


(iii)     No
consent or approval of, registration or filing with, or any other action by, any Governmental Authority, is required in connection with
the execution and delivery by such Obligor of this Agreement except (i) such as have been obtained or made and are in full force and
effect and (ii) those consents, approvals, registrations or filings the failure to obtain would not reasonably be expected to result
in a Material Adverse Effect.


 


(c)       Each
of the Obligors (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations
under the Loan Documents, as amended by this Agreement, and (iii) agrees that this Agreement and all documents executed in connection
herewith do not operate to reduce or discharge its obligations under the Loan Documents. Without limiting the foregoing, the Parent Guarantor
hereby ratifies and confirms all of its obligations under Article VIII of the Existing Credit Agreement.


 






    3


     


    

 


(d)       Each
Lender party hereto hereby agrees that, on and as of the First Amendment Effective Date, its Commitment and Applicable Percentage of
the total Commitments are as set forth opposite its name on Schedule 2.01 attached hereto.


 


(e)       Wells
Fargo Bank, N.A., MUFG Bank, Ltd. and Morgan Stanley Bank, N.A., each in its capacity as a Lender under the Existing Credit Agreement
(the “Exiting Lenders”), are signing this Agreement for the sole purposes of terminating their respective Commitments
under the Existing Credit Agreement. As of the date hereof, the Commitments of the Exiting Lenders shall be reduced to zero and the Exiting
Lenders shall cease to have any rights or duties as a Lender under the Amended Credit Agreement and the other Credit Documents except
for rights or duties in respect of expense reimbursement and indemnification provisions in the Amended Credit Agreement in favor of the
Exiting Lenders which by their express terms would survive termination of its Commitments under the Existing Credit Agreement.


 


(f)        Subject
to Section 10.06 of the Amended Credit Agreement, this Agreement may be in the form of an Electronic Record and may be executed using
Electronic Signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity
and enforceability as a paper record. This Agreement may be executed in as many counterparts as necessary or convenient, including both
paper and electronic counterparts, but all such counterparts are one and the same Agreement. The authorization under this Section
3(f) may include use or acceptance by the Administrative Agent and each Lender of a manually signed paper copy of this Agreement
which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed copy of this Agreement
converted into another format, for transmission, delivery and/or retention.


 


(g)       If
any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the
remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations
to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible
to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


(h)       THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(i)        The
terms of Sections 10.09, 10.10 and 10.11 of the Amended Credit Agreement with respect to submission to jurisdiction, consent to service
of process, waiver of jury trial and waiver of immunities are incorporated herein by reference, mutatis mutandis, and the parties
hereto agree to such terms.


[SIGNATURE PAGES
FOLLOW]


 






    4


     


    

 








IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	BORROWER:	TYCO ELECTRONICS GROUP S.A.
	 	 
	 	By:	       
	 	Name:       Mario
    Calastri
	 	Title:         Director




 





 


	PARENT GUARANTOR:	TE CONNECTIVITY LTD.
	 	By:	      
	 	Name:    Heath
    A. Mitts
	 	Title:      Executive
    Vice President and
	 	              Chief
    Financial Officer




 


FIRST
AMENDMENT TO TE CONNECTIVITY 

A&R CREDIT AGREEMENT


 






    


     


    

 


	ADMINISTRATIVE
	AGENT:	BANK
    OF AMERICA, N.A., 
	 	as Administrative Agent
	 	 
	 	By:	   
	 	Name:
    Angela Larkin
	 	Title:Vice
    President




 


FIRST
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A&R CREDIT AGREEMENT


 






     


     


    

 


	LENDERS:
	 	BANK
    OF AMERICA, N.A.,
	 	as a Lender
	 	By:	     
	 	Name:      Duke
    Banson
	 	Title:
           Vice President






 


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A&R CREDIT AGREEMENT


 






     


     


    

 





	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH,
    

    as a Lender
	 	 
	 	By:	
	 	Name:      Ming
    K. Chu        ming.k.chu@db.com
	 	Title:       Director                 +1-212-250-5451
	 	 
	 	By:	   
	 	Name:      Marko
    Lukin       marko.lukin@db.com
	 	Title:        Vice
    President       +1-212-250-7283



  





FIRST AMENDMENT TO TE CONNECTIVITY 

A&R CREDIT AGREEMENT


 






     


     


    

 


	 	JPMORGAN
    CHASE BANK, N.A.,

as a Lender
	 	 
	 	By:	
	 	Name:
      Peter S. Predun
	 	Title:    Excutive
    Director




 


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A&R CREDIT AGREEMENT


 






     


     


    

 


 


	 	BNP PARIBAS,
	 	as a Lender
	 	By:	
	 	Name: Brendan Heneghan
	 	Title: Director
	 	By:	
	 	Name:    Nicolas
    Doche
	 	Title:      Vice
    President




 


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AMENDMENT TO TE CONNECTIVITY 

A&R CREDIT AGREEMENT


 






     


     


    

 



 


	 	CITIBANK, N.A.,

    as a Lender
	 	 
	 	By:	 
	 	Name: Susan Olsen
	 	Title: Vice President



 


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TO TE CONNECTIVITY

A&R CREDIT AGREEMENT


 






    


     


    

 





	 	GOLDMAN SACHS BANK USA,

    as a Lender
	 	 
	 	By:	 
	 	Name: Ryan Durkin
	 	Title: Authorized Signatory


 


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TO TE CONNECTIVITY

A&R CREDIT AGREEMENT


 






    


     


    

 





	 	BANK OF CHINA, NEW YORK BRANCH,

    as a Lender
	 	 
	 	By:	 
	 	Name: Raymond Qiao
	 	Title: Executive Vice President


 


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TO TE CONNECTIVITY

A&R CREDIT AGREEMENT


 






    


     


    

 





	 	BARCLAYS BANK PLC,

    as a Lender
	 	 
	 	By:	 
	 	Name: Craig Malloy
	 	Title: Director


 





FIRST
AMENDMENT TO TE CONNECTIVITY


A&R
CREDIT AGREEMENT



 







    


     


    

 





	 	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED,

    NEW YORK BRANCH,

    as a Lender

	 	 	 
	 	By:	 
	 	Name: Brian Foley
	 	Title: Director
	 	 
	 	By:	 
	 	Name: Pinyen Shih
	 	Title: Executive Director


 










    


     


    

 


	 	THE BANK OF NOVA SCOTIA, 

    as a Lender
	 	 
	 	By:	
	 	Name: Michelle Phillips
	 	Title: Managing Director


 


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A&R
CREDIT AGREEMENT


 






    


     


    

 


	 	COMMERZBANK AG, NEW YORK BRANCH, 

    as a Lender
	 	 
	 	By:	 
	 	Name: Ignacio Campillo
	 	Title: Managing
    Director
	 	 
	 	By:
    	 
	 	Name: Mathew Ward
	 	Title: Managing
    Director


 


FIRST
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A&R
CREDIT AGREEMENT


 






    


     


    

 


	 	CREDIT SUISSE AG,
    NEW YORK BRANCH, 

    as a Lender
	 	 
	 	By:	 
	 	Name: Doreen Barr
	 	Title: Authorized
    Signatory
	 	 
	 	By:	 
	 	Name: Andrew Griffin
	 	Title: Authorized
    Signatory


 


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A&R
CREDIT AGREEMENT


 






    


     


    

 


	 	HSBC BANK USA NATIONAL
    ASSOCIATION, 

    as a Lender
	 	 
	 	By:	 
	 	Name: Matthew McLaurin
	 	Title: Director


 


FIRST
AMENDMENT TO TE CONNECTIVITY 


A&R
CREDIT AGREEMENT


 


INTERNAL


 






    


     


    

 


	 	INTESA
    SANPAOLO S.P.A., NEW YORK BRANCH, 

    as a Lender
	 	 
	 	By:	
	 	Name: Jordan Schweon
	 	Title: Managing
    Director
	 	 
	 	By:	
	 	Name: Anne Culver
	 	Title: Vice President


 






    


     


    




 


	 	SUMITOMO MITSUI BANKING CORPORATION,
 as a Lender
	 	 	 
	 	By:	 
	 	Name:	    Michael Maguire
	 	Title:	    Managing Director




 






     


     


    

 





	 	THE NORTHERN TRUST COMPANY,
 as a Lender
	 	 	 
	 	By:	   
	 	Name:	    Andrew D. Holtz
	 	Title:	    Senior Vice President


 


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AMENDMENT TO TE CONNECTIVITY

A&R CREDIT AGREEMENT


 






     


     


    

 





	EXITING LENDERS:	WELLS FARGO BANK, N.A.,
 as an Exiting Lender
	 	 	 
	 	By:	 
	 	Name:	    Mark H. Halldorson
	 	Title:	    Director


 


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AMENDMENT TO TE CONNECTIVITY

A&R CREDIT AGREEMENT


 






     


     


    

 





	 	MUFG BANK, LTD.,
 as an Exiting Lender
	 	 	 
	 	By:	    
	 	Name:	    Lillian Kim
	 	Title:	    Director


 


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A&R CREDIT AGREEMENT


 






     


     


    

 





	 	MORGAN STANLEY BANK, N.A..,
 as an Exiting Lender
	 	 	 
	 	By:	    
	 	Name:	    Michael King
	 	Title:	    Authorized Signatory


 


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A&R CREDIT AGREEMENT


 






     


     


    

 



 


SCHEDULE 2.01 to Five-Year
Senior Amended and Restated Credit Agreement


 


COMMITMENTS


 


	Lender	 	Commitment	 	 	Applicable Percentage
    of

    Total Commitments	 
	Bank of America, N.A.	 	$	154,000,000	 	 	 	10.266666667	%
	Deutsche Bank AG New York Branch	 	$	154,000,000	 	 	 	10.266666667	%
	JPMorgan Chase Bank, N.A.	 	$	154,000,000	 	 	 	10.266666667	%
	BNP Paribas	 	$	154,000,000	 	 	 	10.266666667	%
	Citibank, N.A.	 	$	154,000,000	 	 	 	10.266666667	%
	Goldman Sachs Bank USA	 	$	154,000,000	 	 	 	10.266666667	%
	Bank of China, New York Branch	 	$	78,000,000	 	 	 	5.200000000	%
	Barclays Bank PLC	 	$	78,000,000	 	 	 	5.200000000	%
	Industrial and Commercial Bank of China Limited, New York Branch	 	$	78,000,000	 	 	 	5.200000000	%
	The Bank of Nova Scotia	 	$	78,000,000	 	 	 	5.200000000	%
	Commerzbank AG, New York Branch	 	$	44,000,000	 	 	 	2.933333333	%
	Credit Suisse AG, New York Branch	 	$	44,000,000	 	 	 	2.933333333	%
	HSBC Bank USA National Association	 	$	44,000,000	 	 	 	2.933333333	%
	Intesa Sanpaolo S.p.A., New York Branch	 	$	44,000,000	 	 	 	2.933333333	%
	Sumitomo Mitsui Banking Corporation	 	$	44,000,000	 	 	 	2.933333333	%
	The Northern Trust Company	 	$	44,000,000	 	 	 	2.933333333	%
	Total Commitments	 	$	1,500,000,000	 	 	 	100.000000000	%



 






     


     


    

 





SCHEDULE 10.01 to Five-Year
Senior Amended and Restated Credit Agreement


 


ADMINISTRATIVE AGENT’S OFFICE; LENDER
NOTICE ADDRESSES


 


ADMINISTRATIVE
AGENT’S OFFICE


 


	For payments and requests for credit extensions:
	Bank of America, N.A.
	Building C
	2380 Performance Drive
	Mail Code: TX2-984-03-23
	Richardson, TX 75082
	Attention: Katlyn Tran
	Telephone: 469-201-4056
	Fax: 214-290-9714
	Email: Katlyn.tran@bofa.com
	 
	Other notices as Administrative Agent:
	Bank of America, N.A.
	Agency Management
	135 South LaSalle Street
	Mail Code: IL4-135-09-61
	Chicago, IL 60603
	Attention: Angela Larkin
	Telephone: 312-828-3882
	Fax: 877-206-8409
	Email: angela.larkin@bofa.com
	 
	Payment instructions:
	Bank of America, N.A.
	ABA: 026009593
	Account #: 1366072250600
	Account Name: Wire Clearing Account for Syn Loans – LIQ
	Reference: Tyco Electronics Group S.A.
	 
	Payment instructions for Alternative Currencies:
	Euros
	Beneficiary Bank: Bank of America NT and SA (BOFA GB22)
	Beneficiary Account #: GB89BOFA 16505095687029
	Beneficiary: Bank of America NA
	Address:	Bank of America, N.A. London
	 	Bank of America Merrill Lynch, Financial Center
	 	2 King Edward Street
	 	London EC1A 1HQ




 






     


     


    

 


	Sterling
	Beneficiary Bank: Bank
                                            of America NT and SA (BOFA GB22)

                                                                     Beneficiary Account #:
                                            GB90BOFA 16505095687011

                                                                     Beneficiary: Bank of
                                            America NA

	Address:	Bank of America, N.A. London
	 	Bank of America Merrill Lynch, Financial Center
	 	2 King Edward Street
	 	London EC1A 1HQ
	 
	Yen
	Beneficiary Bank: Bank of America NA (BOFAJPJX)
	Beneficiary Account #: 606495687013
	Beneficiary: Bank of America NA
	 
	Address:	Bank of America, Tokyo
	 	Nihonbashi 1-Chome Building, 1-4-1
	 	Nihonbashi Chuo-Ku
	 	Tokyo, Japan 103-0027




 






     


     


    

 


SCHEDULE 10.01 to Five-Year
Senior Amended and Restated Credit Agreement


 


LENDER NOTICE ADDRESSES


 


	Lender	Address
	Bank
    of America, N.A.	One
                                            Bryant Park

    New York, NY 10036

    

	Deutsche
    Bank AG New York Branch	60
                                            Wall Street

    New York, NY 10005

    

	BNP
    Paribas	787
    Seventh Avenue 

    New York, NY 10019
	Citibank,
    N.A.	388
    Greenwich Street, 32nd Floor 

    New York, NY 10013
	JPMorgan
    Chase Bank, N.A.	383
    Madison Ave, 24th Floor 

    New York, NY 10179
	The
    Bank of Nova Scotia	650
    West Georgia Street 

    Vancouver, BC V6B4N7
	Goldman
    Sachs Bank USA	200
                                            West Street

    New York, NY 10282

	Bank
    of China, New York Branch	1045
    Avenue of the Americas 

    New York, NY 10018
	Barclays
    Bank PLC	745
    Seventh Avenue, 8th Floor 

    New York, NY 10019
	Industrial
    and Commercial Bank of China Limited	725
    Fifth Avenue, 20th Floor 

    New York, New York 10022
	The
    Bank of Nova Scotia	720
    King Street West 

    Toronto, ON M5V 2T3
	Commerzbank
    AG - New 

    York Branch	225
    Liberty Street, 32nd Floor 

    New York, NY 10281-1050
	HSBC
    Bank USA, National Association	452
    Fifth Avenue, 8th Floor 

    New York, New York 10018
	Intesa
    Sanpaolo S.p.A.	1
                                            William Street

    New York, NY 10004

	Credit
    Suisse AG, New 

    York Branch	7033
                                            Louis Stephens Drive

    Research Triangle Park,
    NC 27560

    

	Sumitomo
    Mitsui Banking Corporation	277
    Park Avenue 

    New York, NY 10172
	The
    Northern Trust 

    Company	50
    South LaSalle Street, MB-27 

    Chicago, IL 60603



  






     


     


    

 





Annex A 


 


Amended Credit Agreement


 


[see attached]


 


FIRST AMENDMENT TO TE CONNECTIVITY


A&R CREDIT AGREEMENT





 






     


     


    

 



 


Published Deal CUSIP Number: 90212QAL1


Published Revolver CUSIP Number: 90212QAM9


 


ANNEX A

to

FIRST AMENDMENT TO CREDIT AGREEMENT

dated as of

June 1, 2021


 


AMENDED AND RESTATED FIVE-YEAR SENIOR CREDIT AGREEMENT


 


dated as of


November 14, 2018


 


among


 


TYCO ELECTRONICS GROUP S.A.,

as Borrower


 


TE CONNECTIVITY LTD.,

as Parent Guarantor


 


The Lenders Party Hereto,


 


BANK OF AMERICA, N.A.

as Administrative Agent,


 


DEUTSCHE BANK SECURITIES INC. and


JPMORGAN CHASE BANK, N.A.,


as Co-Syndication Agents,


 


BNP PARIBAS, CITIBANK, N.A., and GOLDMAN SACHS
BANK USA

as Co-Documentation Agents


 


BANK OF CHINA, NEW YORK BRANCH, BARCLAYS BANK
PLC, INDUSTRIAL AND

COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH and THE BANK OF NOVA

SCOTIA,

as Senior Managing Agents


 


BOFA SECURITIES, INC.,

BNP PARIBAS SECURITIES CORP.,

CITIBANK, N.A.,

DEUTSCHE BANK SECURITIES INC.,

JPMORGAN CHASE BANK, N.A., and

GOLDMAN SACHS BANK USA,

as Joint Bookrunners and Joint Lead Arrangers


 






     


     


    

 


Table of Contents


Page


 


	ARTICLE I DEFINITIONS	1
	 	 	 
	Section 1.01	Defined Terms	1
	Section 1.02	Classification of Loans and Borrowings	26
	Section 1.03	Terms Generally	26
	Section 1.04	Accounting Terms; GAAP	26
	Section 1.05	Exchange Rates; Currency Equivalents	27
	Section 1.06	Additional Alternative Currencies	27
	Section 1.07	Change of Currency	28
	Section 1.08	Interest Rates	28
	 	 	 
	ARTICLE II THE CREDITS	 	28
	 	 	 
	Section 2.01	Commitments	28
	Section 2.02	Loans and Borrowings	28
	Section 2.03	Requests for Borrowings	29
	Section 2.04	[Intentionally Omitted]	30
	Section 2.05	Funding of Borrowings	30
	Section 2.06	Interest Elections	31
	Section 2.07	Termination and Reduction of Commitments	33
	Section 2.08	Repayment of Loans; Evidence of Debt	33
	Section 2.09	Prepayment of Loans	34
	Section 2.10	Fees	35
	Section 2.11	Interest	35
	Section 2.12	Calculation of Interest and Fees	36
	Section 2.13	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	36
	Section 2.14	Commitment Extensions	38
	Section 2.15	Defaulting Lender Waterfall and Cure	39
	Section 2.16	Increase in Commitments	40
	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES	41
	 	 	 
	Section 3.01	Organization; Powers	41
	Section 3.02	Authorization; Enforceability	41
	Section 3.03	Governmental Approvals; No Conflicts	41
	Section 3.04	Financial Condition; No Material Adverse Effect	42
	Section 3.05	Litigation and Environmental Matters	42
	Section 3.06	Investment Company Status	42
	Section 3.07	Taxes	42
	Section 3.08	ERISA	43
	Section 3.09	Disclosure	43
	Section 3.10	Subsidiaries	43
	Section 3.11	Margin Regulations	43
	Section 3.12	Anti-Terrorism Law	43
	Section 3.13	Affected Financial Institutions	44
	 	 
	ARTICLE IV CONDITIONS	45
	 	 	 
	Section 4.01	Effective Date	45
	Section 4.02	Each Borrowing	46
	 	 
	ARTICLE V COVENANTS	46
	 	 	 
	Section 5.01	Financial Statements and Other Information	46
	Section 5.02	Existence; Conduct of Business	48







 






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Table of Contents (continued)


 


Page


 


	Section 5.03	Maintenance of Properties; Insurance	48
	Section 5.04	Books and Records; Inspection Rights	48
	Section 5.05	Compliance with Laws	49
	Section 5.06	Use of Proceeds	49
	Section 5.07	Liens	49
	Section 5.08	Fundamental Changes	51
	Section 5.09	Financial Covenant	52
	Section 5.10	[Intentionally Omitted]	52
	Section 5.11	Transactions with Affiliates	52
	Section 5.12	Subsidiary Guarantors	53
	Section 5.13	Subsidiary Debt	53
	 	 
	ARTICLE VI EVENTS OF DEFAULT	53
	 	 
	ARTICLE VII THE ADMINISTRATIVE AGENT	56
	 	 
	ARTICLE VIII GUARANTEE	60
	 	 	 
	Section 8.01	The Guarantee	60
	Section 8.02	Guarantee Unconditional	60
	Section 8.03	Discharge Only upon Payment in Full; Reimbursement in Certain
    Circumstances	60
	Section 8.04	Waiver by the Guarantor	61
	Section 8.05	Subrogation	61
	Section 8.06	Stay of Acceleration	61
	Section 8.07	Payments	61
	 	 
	ARTICLE IX YIELD PROTECTION, ILLEGALITY AND TAXES	61
	 	 	 
	Section 9.01	Alternate Rate of Interest	61
	Section 9.02	Illegality	62
	Section 9.03	Increased Costs	62
	Section 9.04	Break Funding Payments	63
	Section 9.05	Taxes	63
	Section 9.06	Matters Applicable to all Requests for Compensation	64
	Section 9.07	Mitigation Obligations	65
	Section 9.08	Inability to Determine Rates	65
	 	 
	ARTICLE X MISCELLANEOUS	68
	 	 	 
	Section 10.01	Notices	68
	Section 10.02	Waivers; Amendments	69
	Section 10.03	Expenses; Indemnity; Damage Waiver	70
	Section 10.04	Successors and Assigns	73
	Section 10.05	Survival	77
	Section 10.06	Integration; Effectiveness	77
	Section 10.07	Severability	78
	Section 10.08	Right of Setoff	78
	Section 10.09	Governing Law; Jurisdiction; Consent to Service of Process	78
	Section 10.10	Waiver of Jury Trial	79
	Section 10.11	Waiver of Immunities	79
	Section 10.12	Judgment Currency	80
	Section 10.13	Headings	80
	Section 10.14	Confidentiality	80




 






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Table of Contents (continued)


 


Page


 


	Section 10.15	Electronic Communications	81
	Section 10.16	USA PATRIOT Act Notice	83
	Section 10.17	Interest Rate Limitation	83
	Section 10.18	No Fiduciary Duty	83
	Section 10.19	Electronic Execution; Electronic Records; Counterparts	84
	Section 10.20	Acknowledgement and Consent to Bail-In of Affected Financial
    Institutions	84
	Section 10.21	Amendment and Restatement	85
	Section 10.22	Acknowledgement Regarding Any Supported QFCs	85




 






    iii 


     


    

 





	SCHEDULES:
	 
	Schedule 1.01 - Pricing Grid
	 
	Schedule 2.01 - Commitments
	 
	Schedule 10.01 - Administrative Agent’s Office; Lender Notice
    Addresses
	 
	EXHIBITS:
	 
	Exhibit A - Form of Note
	 
	Exhibit B - Form of Assignment and Assumption
	 
	Exhibit C-1 - Form of opinion of general counsel of Guarantor
	 
	Exhibit C-2 - Form of opinion of special Luxembourg counsel
	 
	Exhibit C-3 - Form of opinion of special Switzerland counsel
	 
	Exhibit C-4 - Form of opinion of special New York counsel
	 
	Exhibit D - Form of Subsidiary Guaranty
	 
	Exhibit E - Form of Solvency Certificate




 









     


     


    





 


FIVE-YEAR SENIOR AMENDED
AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 14, 2018 (the “Closing Date”),
among TYCO ELECTRONICS GROUP S.A., a Luxembourg public limited liability company (société anonyme) having its registered
office at 46 Place Guillaume II, L-1648 Luxembourg and registered with the Luxembourg trade and companies register (Registre de commerce
et des sociétés, Luxembourg) under number B.123549 (the “Borrower”), TE CONNECTIVITY LTD., a Switzerland
company (the “Parent Guarantor”), the LENDERS party hereto, BANK OF AMERICA, N.A., as Administrative Agent.


 


WHEREAS, the Borrower, the
Parent Guarantor, the lenders from time to time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent, entered
into that certain Five-Year Senior Credit Agreement dated as of June 24, 2011 (as amended or otherwise modified from time to time prior
to the date hereof, the “Existing Credit Agreement”);


 


WHEREAS, pursuant to the
Second Amendment to Five-Year Senior Credit Agreement entered into by and among the parties to the Existing Credit Agreement, dated as
of December 9, 2015, Bank of America, N.A. assumed all of the rights and obligations of the Administrative Agent under the Existing Credit
Agreement; and


 


WHEREAS, the parties to the
Existing Credit Agreement wish to amend and restate the Existing Credit Agreement to make certain amendments and modifications, all as
more fully set forth herein; and


 


The parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01     Defined Terms.
As used in this Agreement, the following terms have the meanings specified below:


 


“ABR”,
when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest at a rate
per annum equal to the Alternate Base Rate. ABR Loans must be in Dollars.


 


“ABR Borrowing” shall have the meaning
provided in Section 1.02.


 


“Act” shall have the meaning provided
in Section 10.16.


 


“Administrative
Agent” means Bank of America, N.A., in its capacity as administrative agent for the Lenders under this Agreement and the other
Loan Documents, or any successor administrative agent.


 


“Administrative
Agent’s Office” means, with respect to any currency, the office address, facsimile number, electronic mail address, telephone
number and account information set forth on Schedule 10.01 with respect to the Administrative Agent and such currency, or such other
address, facsimile number, electronic mail address, telephone number or account information with respect to such currency as shall be
designated by the Administrative Agent in a notice to the Borrower and the Lenders.


 


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


 






    1


     


    

 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or
is controlled by or is under common control with the Person specified. For purposes of this definition, the term “control”
(including the terms “controlling” and “under common control with”) means the possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise.


 


“Affiliate Transactions” shall have
the meaning provided in Section 5.11.


 


“Agent Parties” shall have the meaning
provided in Section 10.15(f).


 


“Aggregate Commitments”
means the aggregate Commitments of all the Lenders. The Aggregate Commitments as of the First Amendment Effective Date is $1,500,000,000.


 


“Agreed Currency” means Dollars
or any Alternative Currency, as applicable. “Agreement” shall have the meaning assigned to such term in the preamble
hereto.


 


“Alternate Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1% and (c)               
the LIBO Rate for a Eurodollar Borrowing with a one-month interest period commencing on such day plus one percent (1%). For purposes
of this definition, the LIBO Rate shall be determined using the LIBO Rate as otherwise determined by the Administrative Agent in accordance
with the definition of LIBO Rate, it being understood that (x) if a given day is a Business Day, such determination shall be made on
such day based on the LIBOR (as defined in the definition of “LIBO Rate”) announced on such day for dollar deposits with
a one-month maturity or (y) if a given day is not a Business Day, the LIBO Rate for such day shall be the rate determined by the Administrative
Agent pursuant to the preceding clause (x) for the most recent Business Day preceding such day. Any change in the Alternate Base Rate
due to a change in the Base Rate, the Federal Funds Effective Rate or such LIBO Rate shall be effective from and including the effective
date of such change in the Base Rate, the Federal Funds Effective Rate or such LIBO Rate, respectively. Notwithstanding the foregoing,
if the Alternate Base Rate shall be less than zero percent (0%), such rate shall be deemed zero percent (0%) for purposes of this Agreement.


 


“Alternative Currency”
means each of the following currencies: Euro, Sterling and Yen, together with each other currency (other than Dollars) that is approved
in accordance with Section 1.06.


 


“Alternative Currency
Daily Rate” means, for any day, with respect to any Borrowing:


 


(a)                  
denominated in Sterling, the rate per annum equal to SONIA determined pursuant to the definition thereof plus the SONIA
Adjustment;


 


(b)                 
denominated in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a daily
rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved
by the Administrative Agent and the relevant Lenders pursuant to Section 1.06(a) plus the adjustment (if any) determined by the
Administrative Agent and the relevant Lender pursuant to Section 1.06(a);


 


provided, that, if any Alternative Currency
Daily Rate shall be less than zero percent (0%), such rate shall be deemed zero percent (0%) for purposes of this Agreement. Any change
in an Alternative Currency Daily Rate shall be effective from and including the date of such change without further notice.


 






    2


     


    

 


“Alternative Currency
Daily Rate Loan” means a Loan that bears interest at a rate based on the definition of “Alternative Currency Daily Rate.”
All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.


 


“Alternative Currency
Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent, by reference to Reuters (or such other publicly available service for
displaying exchange rates), to be the exchange rate for the purchase of such Alternative Currency with Dollars at approximately 11:00
a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided, however,
that if no such rate is available, the “Alternative Currency Equivalent” shall be determined by the Administrative Agent
using any reasonable method of determination it deems appropriate in its sole discretion (and such determination shall be conclusive
absent manifest error).


 


“Alternative Currency
Loan” means an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable. All Loans denominated
in an Alternative Currency must be either an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan.


 


“Alternative Currency
Sublimit” means an amount equal to the lesser of the Aggregate Commitments and $750,000,000. The Alternative Currency Sublimit
is part of, and not in addition to, the Aggregate Commitments.


 


“Alternative Currency
Term Rate” means, for any Interest Period, with respect to a Borrowing:


 


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


 


(b)                 
denominated in Yen, the rate per annum equal to the Tokyo Interbank Offer Rate (“TIBOR”), as published on the
applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) on the Rate Determination Date with a term equivalent to such Interest Period; and


 


(c)                  
denominated in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a term
rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved
by the Administrative Agent and the relevant Lenders pursuant to Section 1.06(a) plus the adjustment (if any) determined by the Administrative
Agent and the relevant Lenders pursuant to Section 1.06(a);


 


provided, that, if any Alternative Currency
Term Rate shall be less than zero percent (0%), such rate shall be deemed zero (0%) for purposes of this Agreement.


 


“Alternative Currency
Term Rate Loan” means a Loan that bears interest at a rate based on the definition of “Alternative Currency Term Rate.”
All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.


 


“Applicable Authority”
means, with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or
any Governmental Authority having jurisdiction over the Administrative Agent or such administrator.


 






    3


     


    

 


“Anti-Terrorism Laws” shall have
the meaning provided in Section 3.12(a).


 


“Applicable Margin”
means, with respect to (x) any Eurodollar Loan or Alternative Currency Loan, the rate per annum set forth on the Pricing Grid set forth
on Schedule 1.01 hereto, opposite the reference to the applicable Index Debt Rating under the heading “Applicable Margin for Eurodollar
Loans” and (y) any ABR Loan, the rate per annum set forth on the Pricing Grid set forth on Schedule 1.01 hereto, opposite the reference
to the applicable Index Debt Rating under the heading “Applicable Margin for Eurodollar Loans” less 100 basis points; any
change in the Applicable Margin resulting from an Index Debt Rating Change shall be determined in accordance with Schedule 1.01 and shall
be effective on the date of such Index Debt Rating Change.


 


“Applicable Percentage”
means, with respect to any Lender, the percentage (rounded to the ninth decimal) of the total Commitments in effect at any given time
represented by such Lender’s then applicable Commitment. If the Commitments have terminated or expired, the Applicable Percentages
shall be determined based upon the outstanding principal amounts of the Loans made by the respective Lenders.


 


“Applicable Time”
means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative
Currency as may be reasonably determined by the Administrative Agent, to be necessary for timely settlement on the relevant date in accordance
with normal banking procedures in the place of payment. It is understood and agreed that the Applicable Time for borrowings and payments
of a Loan in Alternative Currency shall be the times set forth in Section 2.03 and Section 2.09 unless the Administrative Agent gives
notice otherwise prior to the initial borrowing of such Loan.


 


“Approved Fund” shall have the meaning
assigned to such term in Section 10.04.


 


“Arranger”
means BofA Securities, Inc., BNP Paribas Securities Corp., Citibank, N.A., Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A.,
and Goldman Sachs Bank USA in each case in its respective capacity as a Joint Lead Arranger hereunder.


 


“Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit B or any other form approved
by the Administrative Agent.


 


“Availability Period”
means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination
in full of the Commitments.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark
is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise,
any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.


 


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


 


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


 






    4


     


    

 


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


 


“Base Rate”
means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its base rate or prime rate
in effect at its principal office in New York City. The “prime rate” is a rate set by the Administrative Agent based upon
various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and
is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such
rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement
of such change.


 


“Benchmark”
means, initially, the LIBO Rate; provided that if a replacement of the Benchmark has occurred pursuant to Section 9.08(c) then
“Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior
benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation
thereof.


 


“Benchmark Replacement” means:


 


(1) For purposes
of Section 9.08(c)(i), the first alternative set forth below that can be determined by the Administrative Agent:


 


		(a)	the sum of: (i) Term SOFR and (ii) 0.11448%
                                            (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161
                                            basis points) for an Available Tenor of three-months’ duration, 0.42826% (42.826 basis
                                            points) for an Available Tenor of six-months’ duration, and 0.71513% (71.513 basis
                                            points) for an Available Tenor of twelve-months’ duration, or
	 	 	 



		(b)	the sum of: (i) Daily SOFR and (ii) 0.26161%
                                            (26.161 basis points);



 


provided that, if initially the LIBO Rate
is replaced with the rate contained in clause (b) above (Daily SOFR plus the applicable spread adjustment) and subsequent to such replacement,
the Administrative Agent determines that Term SOFR has become available and is administratively feasible for the Administrative Agent
in its sole discretion, and the Administrative Agent notifies the Borrower and each Lender of such availability, then from and after
the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing
no less than thirty (30) days after the date of such notice, the Benchmark Replacement shall be as set forth in clause (a) above; and


 


(2) for purposes
of Section 9.08(c)(ii), the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or negative value
or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement Benchmark giving due consideration
to any evolving or then-prevailing market convention, including any applicable recommendations made by a Relevant Governmental Body,
for Dollar-denominated syndicated credit facilities at such time;


 






    5


     


    

 


provided that, if the Benchmark Replacement
as determined pursuant to clause (1) or (2) above would be less than zero percent (0%), the Benchmark Replacement will be deemed to be
zero percent (0%) for the purposes of this Agreement and the other Loan Documents.


 


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


 


“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition
of “Interest Period,” the timing and frequency of determining rates and making payments of interest, the timing of borrowing
requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage
provisions, and other technical, administrative or operational matters) that the Administrative Agent 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 Agent decides is reasonably necessary
in connection with the administration of this Agreement and the other Loan Documents).


 


“Benchmark Transition
Event” means, with respect to any then-current Benchmark other than the LIBO Rate, the occurrence of a public statement or
publication of information by or on behalf of the administrator of the then-current Benchmark or a Governmental Authority with jurisdiction
over such administrator announcing or stating that all Available Tenors are or will no longer be representative, or made available, or
used for determining the interest rate of loans, or shall or will otherwise cease, provided that, at the time of such statement or publication,
there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide any representative
tenors of such Benchmark after such specific date.


 


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


 


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


 


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


 


“Board”
means the Board of Governors of the Federal Reserve System of the United States of America.


 


“Borrower” shall have the meaning set
forth in the preamble hereto.


 


“Borrower Communications” shall have
the meaning assigned to such term in Section 10.15.


 






    6


     


    

 


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


 


“Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section 2.03 and which shall be in a form approved by the Administrative
Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent),
appropriately completed and signed by a Responsible Officer of the Borrower.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are
in fact closed in the state where the Administrative Agent’s Office is located; provided that:


 


(a)                  
when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which
banks are not open for dealings in Dollar deposits in the London interbank market;


 


(b)                 
if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Euro, any fundings, disbursements,
settlements and payments in Euro in respect of any such Alternative Currency Loan, or any other dealings in Euro to be carried out pursuant
to this Agreement in respect of any such Alternative Currency Loan, means a Business Day that is also a TARGET Day;


 


(c)                  
if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in (i) Sterling, means a day
other than a day banks are closed for general business in London because such day is a Saturday, Sunday or a legal holiday under the
laws of the United Kingdom; and (ii) Yen, means a day other than when banks are closed for general business in Japan; and


 


(d)                 
if such day relates to any fundings, disbursements, settlements and payments in a currency other than Euro in respect of an Alternative
Currency Loan denominated in a currency other than Euro, or any other dealings in any currency other than Euro to be carried out pursuant
to this Agreement in respect of any such Alternative Currency Loan (other than any interest rate settings), means any such day on which
banks are open for foreign exchange business in the principal financial center of the country of such currency.


 


“Change in Law”
means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any
Lender (or, for purposes of Section 9.03(b), by any lending office of such Lender or by such Lender’s holding company, if any)
with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after
the date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all
requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall
in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.


 


“Closing Date” shall have the meaning
assigned to such term in the preamble to this Agreement.


 


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


 






    7


     


    

 


“Commitment”
means, with respect to each Lender at any time, the commitment of such Lender to make Loans hereunder, expressed as an amount representing
the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder at such time (if fully drawn), as such commitment
may be (a) reduced from time to time pursuant to Section 2.07, and (b) reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 10.04. The amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable.


 


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


 


“Compensation Period”
shall have the meaning assigned to such term in Section 2.05(b).


 


“Conforming Changes”
means, with respect to the use, administration of or any conventions associated with SONIA or any proposed Successor Rate for an Agreed
Currency, as applicable, any conforming changes to the definitions of “SONIA”, “Interest Period”, timing and
frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including,
for the avoidance of doubt, the definition of “Business Day”, timing of borrowing requests or prepayment, conversion or continuation
notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption
and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially
consistent with market practice for such Agreed Currency (or, if the Administrative Agent determines that adoption of any portion of
such market practice is not administratively feasible or that no market practice for the administration of such rate for such Agreed
Currency exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection
with the administration of this Agreement and any other Loan Document).


 


“Consenting Lender” shall have the meaning
assigned to such term in Section 2.14.


 


“Consolidated”
refers to the consolidation of accounts of the Parent Guarantor and its consolidated Subsidiaries in accordance with GAAP (or if the
Parent Guarantor has adopted IFRS for SEC reporting purposes, then in accordance with IFRS).


 


“Consolidated EBITDA”
means, for any fiscal period, Consolidated Net Income for such period plus the following, to the extent deducted in calculating such
Consolidated Net Income: (a) Consolidated Interest Expense, (b) income tax expense, (c) depreciation and amortization expense, (d) the
amount, if any, by which net periodic costs for defined benefit pension plans and post-retirement benefit plans exceeds minimum required
cash contributions, (e) any extraordinary expenses or losses, (f) losses on sales of assets outside of the ordinary course of business
and losses from discontinued operations, (g) any losses on the retirement of debt identified in the Consolidated statements of cash flows
and (h) any other nonrecurring or non-cash charges (including charges incurred with respect to the Transactions), and minus, to the extent
included in calculating such Consolidated Net Income for such period, the sum of (i) any extraordinary income or gains, (ii) gains on
the sales of assets outside of the ordinary course of business and gains from discontinued operations, (iii) any gains on the retirement
of debt identified in the Consolidated statements of cash flows and (iv) any other nonrecurring or non-cash income, all as determined
on a Consolidated basis. If during such period the Parent Guarantor or any Subsidiary shall have made an acquisition, Consolidated EBITDA
for such period shall be calculated after giving pro forma effect thereto as if such acquisition occurred on the first day of such period.


 






    8


     


    

 


“Consolidated Interest
Expense” means, for any fiscal period (without duplication), (a) the Consolidated interest expense of the Parent Guarantor
and its Consolidated Subsidiaries for such period plus (b) if a Permitted Securitization Transaction outstanding during such period
is accounted for as a sale of accounts receivable, chattel paper, general intangibles or the like under GAAP, the additional consolidated
interest expense that would have accrued during such period had such Permitted Securitization Transaction been accounted for as a borrowing
during such period, determined on a Consolidated basis.


 


“Consolidated Net
Income” means, for any fiscal period, the Consolidated net income of the Parent Guarantor for such period; provided that, losses
from the TSA shall be added back to Consolidated Net Income, and income from the TSA shall be deducted from Consolidated Net Income.


 


“Consolidated Subsidiary”
means any Subsidiary that is consolidated into the Parent Guarantor’s financial statements in accordance with GAAP.


 


“Consolidated Tangible
Assets” means, at any time, the ‘Total Assets’ less ‘Intangible assets, net’, appearing on the Consolidated
balance sheet of the Parent Guarantor as of the end of the most recently concluded fiscal quarter of the Parent Guarantor.


 


“Consolidated Total
Debt” means, as of any date of determination, the aggregate amount of Debt of the Parent Guarantor determined on a Consolidated
basis, as of such date; provided that Guarantees shall be valued at the amount thereof, if any, reflected on the consolidated
balance sheet of the Parent Guarantor; provided, further, that if a Permitted Securitization Transaction is outstanding
at such date and is accounted for as a sale of accounts receivable, chattel paper, general intangibles, or the like, under GAAP, or,
if adopted at such time, IFRS, Consolidated Total Debt determined as aforesaid shall be adjusted to include the additional Debt, determined
on a consolidated basis as of such date, which would have been outstanding at such date had such Permitted Securitization Transaction
been accounted for as a borrowing at such date; provided, further, that Consolidated Total Debt shall not include Debt
of a joint venture, partnership or similar entity which is Guaranteed by the Parent Guarantor or a Consolidated Subsidiary by virtue
of the joint venture, partnership or similar arrangement with respect to such entity or by operation of applicable law (and not otherwise)
except to the extent that the aggregate outstanding principal amount of such excluded Debt at such date exceeds $75,000,000.


 


“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.


 


“Covered Party” shall have the meaning
provided in Section 10.22(a).


 


“Daily SOFR”
with respect to any applicable determination date means the secured overnight financing rate (“SOFR”) published on
such date by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal
Reserve Bank of New York’s website (or any successor source).


 






    9


     


    

 


“Debt”
of any Person means, at any date, without duplication, (a) the principal of all obligations of such Person for borrowed money; (b) the
principal amount of all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations
of such Person in respect of the deferred purchase price of property or services recorded on the books of such Person (except for (i)
trade and similar accounts payable and accrued expenses, (ii) employee compensation, deferred compensation and pension obligations, and
other obligations arising from employee benefit programs and agreements or other similar employment arrangements, (iii) obligations in
respect of customer advances received and (iv) obligations in connection with earnout and holdback agreements, in each case in the ordinary
course of business); (d) any obligation of such Person to reimburse the issuer of any letter of credit, performance bond, performance
guaranty or bank guaranty issued for the account of such Person upon which, and only to the extent that, a drawing is outstanding (or
such reimbursement obligation is otherwise not contingent) and such non-contingent obligation is not reimbursed within five Business
Days of such drawing; (e) (x) the net capitalized amount of all obligations of such person as lessee which are capitalized on the books
of such Person in accordance with GAAP as in effect at the Closing Date or (y) upon the convergence of GAAP with IFRS or the replacement
by the Parent Guarantor of GAAP with the adoption of IFRS (in accordance with the terms hereof), (i) with respect to obligations in existence
at the time of such convergence or adoption (including any renewals or extensions thereof), the amounts which were capitalized immediately
prior to such convergence or adoption of IFRS and which remain capitalized on the books of such Person in accordance with IFRS and (ii)
with respect to all other obligations, the capitalized amount of all obligations of such person as lessee which are capitalized on the
books of such Person in accordance with IFRS, less up to $200,000,000 of any increase to such capitalized amounts from leases effected
after the date of such convergence or adoption of IFRS solely to the extent such amounts would not have been capitalized on the books
of such Person in accordance with GAAP as in effect at the Closing Date; (f) all Debt of others secured by any Lien on property of such
Person, whether or not the Debt secured thereby has been assumed, but only to the extent of the lesser of the face amount of the obligation
or the fair market value of the assets so subject to the Lien; and (g) all Guarantees by such Person of Debt of others (except the Parent
Guarantor or any Subsidiary); provided that the term “Debt” shall not include:


 


(A)           
Intercompany Debt (except that, for the purposes of Sections 5.10 and 5.11, Debt shall include Intercompany Debt); or


 


(B)           
obligations in respect of trade and performance letters of credit or bank guaranties supporting trade and normal course projects,
such as construction of fiber optic communications systems by the subsea communications business and similar accounts payable arising
in the ordinary course of business, or


 


(C)           
Nonrecourse Debt; or


 


(D)           
any amounts owing by a TSA Obligor under the TSA, unless:


 


(I)                
an involuntary proceeding shall have been commenced or an involuntary petition shall have been filed seeking (i) liquidation,
winding up, reorganization or other relief in respect of such TSA Obligor or its debts, or of a substantial part of its Consolidated
assets, under any bankruptcy, insolvency, receivership or similar law of any jurisdiction now or hereafter in effect, or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official has occurred for such TSA Obligor or for a substantial
part of its respective Consolidated assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days
or an order or decree approving or ordering any of the foregoing shall be entered; or


 


(II)              
such TSA Obligor shall have (i) voluntarily commenced any proceeding or filed any petition seeking liquidation, winding up, reorganization
or other relief under any bankruptcy, insolvency, receivership or similar law of any jurisdiction now or hereafter in effect, (ii) consented
to the institution of, or failed to contest in a timely and appropriate manner, any proceeding or petition described in clause (I) above,
(iii) applied for or consented to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for
such TSA Obligor or for a substantial part of its respective Consolidated assets, (iv) filed an answer admitting the material allegations
of a petition filed against it in any such proceeding, (v) made a general assignment for the benefit of creditors, or (vi) taken any
action for the purpose of effecting any of the foregoing; or


 


(III)              such
TSA Obligor shall have admitted in writing its inability or fail generally to pay its debts as they become due.


 






    10


     


    

 


“Declining Lender” shall have the meaning
assigned to such term in Section 2.14.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.


 


“Defaulting Lender”
means any Lender that (a) has failed to make available its portion of any Loan or Borrowing or fund any portion of the Loans required
to be funded by it hereunder, within two Business Days of the date such amounts were required to be funded hereunder, unless such Lender
notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition
precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has otherwise
failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business
Days of the date such amounts were required to be funded hereunder, (c) has been adjudicated as, or determined by any Governmental Authority
having regulatory authority over such Lender or its assets to be, insolvent or has become the subject of a bankruptcy or insolvency proceeding
or a takeover by a regulatory authority; 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 (i) result in or provide such Lender with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its assets, (ii) permit such Lender (or such Governmental
Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Lender or (iii) prohibit such Lender from
performing its obligations under this Agreement, (d) has notified the Administrative Agent and/or any Obligor or has made a public statement
to the effect (x) that it does not intend to comply with its obligations under Sections 2.01 or Section 2.05, as the case may be, in
circumstances where such non-compliance would constitute a breach of such Lender’s obligations under the respective Section (unless
such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition
precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied)
or (y) of the events described in preceding clause (c), (e) has failed, within three 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 (e) upon receipt
of such written confirmation by the Administrative Agent or the Borrower, as the case may be) or (f) has become the subject of a Bail-In
Action.


 


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


 


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


 






    11


     


    

 


 



 


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


 


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


 


“Dollar Equivalent”
means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount
is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase
of Dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative Agent) by the
applicable Reuters source (or such other publicly available source for displaying exchange rates) on the date that is two (2) Business
Days immediately preceding the date of determination (or if such service ceases to be available or ceases to provide such rate of exchange,
the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate
in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined
by the Administrative Agent using any method of determination it deems appropriate in its sole discretion. Any determination by the Administrative
Agent pursuant to clauses (b) or (c) above shall be conclusive absent manifest error.


 


“Early Opt-in Effective
Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in
Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth
(5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such
Early Opt-in Election from Lenders comprising the Required Lenders.


 


“Early Opt-in Election”
means the occurrence of:


 


(a)                a
determination by the Administrative Agent, or a notification by the Borrower to the Administrative Agent that the Borrower has made a
determination, that Dollar-denominated syndicated credit facilities currently being executed, or that include language similar to that
contained in Section 9.08(c), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to
replace LIBO Rate, and


 


(b)                the
joint election by the Administrative Agent and the Borrower to replace LIBO Rate with a Benchmark Replacement and the provision by the
Administrative Agent of written notice of such election to the Lenders.


 


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


 


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


 


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


 






    12


     


    

 





“Effective Date”
means the date on which the conditions specified in Section 4.01 are satisfied or waived.


 


“Electronic Copy”
shall have the meaning specified in Section 10.19.


 


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


 


“Eligible Currency”
means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars in the international
interbank market available to the Lenders in such market and as to which a Dollar Equivalent may be readily calculated. If, after the
designation by the Lenders of any currency as an Alternative Currency, any change in currency controls or exchange regulations or any
change in the national or international financial, political or economic conditions are imposed in the country in which such currency
is issued, results in, in the reasonable opinion of the Administrative Agent (in the case of any Loans to be denominated in an Alternative
Currency), (a) such currency no longer being readily available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent
is no longer readily calculable with respect to such currency, (c) providing such currency is impracticable for the Lenders or (d) no
longer a currency in which the Required Lenders are willing to make such Loans (each of clauses (a), (b), (c), and (d) a “Disqualifying
Event”), then the Administrative Agent shall promptly notify the Lenders and the Borrower, and such country’s currency
shall no longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer exist(s); provided that each Alternative
Currency shall be (and the Borrower shall be authorized to treat each Alternative Currency as) an Eligible Currency unless and until
the Borrower receives notice of a Disqualifying Event with respect to such Alternative Currency. Within five (5) Business Days after
receipt of such notice from the Administrative Agent, the Borrower shall repay all Loans in such currency to which the Disqualifying
Event applies or convert such Loans into the Dollar Equivalent of Loans in Dollars, subject to the other terms contained herein.


 


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


 


“Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way to the environment, health, safety or Hazardous Materials.


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Parent Guarantor or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


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


 


“ERISA Affiliate”
means any Person, trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under
Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(3) of ERISA.


 






    13


     


    

 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect
to a Plan; (b) the failure of a Plan to make the minimum required contributions (as defined in Section 412 of the Code); (c) the filing
pursuant to Section 412(c) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Parent Guarantor or any of its ERISA Affiliates of any liability under Title IV of ERISA
(other than payment of PBGC premiums) with respect to the termination of any Plan; (e) the receipt by the Parent Guarantor or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to the PBGC’s 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; (g) the receipt by the Parent Guarantor or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the Parent Guarantor or any ERISA Affiliate of any notice, concerning
the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning
of Title IV of ERISA; or (h) the failure to timely make any required contribution or premium payment in respect of any Plan or contribution
in respect of any Multiemployer Plan.


 


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


 


“Euro”
and “€” mean the single currency of the Participating Member States introduced in accordance with the EMU Legislation.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bear interest at a rate
per annum equal to the applicable LIBO Rate plus the Applicable Margin. Eurodollar Loans must be denominated in Dollars.


 


“EURIBOR”
shall have the meaning provided in the definition of “Alternative Currency Term Rate” in Section 1.01.


 


“Event of Default”
shall have the meaning assigned to such term in Article VI.


 


“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any
obligation of any Obligor hereunder, (a) income or franchise taxes imposed on (or measured by) its net income (other than Taxes withheld
at the source) by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which
its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits
taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located,
(c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.04(g)), any United
States withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 9.05(e)
(except to the extent such failure is attributable to a Change in Law), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from any Obligor
with respect to such withholding tax pursuant to Section 9.05(a), and (d) any United States federal withholding tax that would not have
been imposed but for a failure by such recipient (or any financial institution through which any payment is made to such recipient) to
comply with the applicable requirements of FATCA.


 






    14


     


    

 





“Executive Order”
shall have the meaning provided in Section 3.12(a).


 


“Existing Credit
Agreement” shall have the meaning provided in the introductory paragraph hereto.


 


“Existing Litigation”
shall have the meaning assigned to such term in Section 3.05(a).


 


“Existing Maturity Date”
shall have the meaning assigned to such term in Section 2.14.


 


“Facility Fee”
shall have the meaning assigned to such term in Section 2.10(a)(ii).


 


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


 


“Federal Funds Effective
Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal
funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on
its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the
federal funds effective rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero percent
(0%), such rate shall be deemed to be zero percent (0%) for purposes of this Agreement.


 


“First Amendment”
means that certain First Amendment to Credit Agreement among the Borrower, the Parent Guarantor, the Lenders party thereto and the Administrative
Agent, dated as of the First Amendment Effective Date.


 


“First Amendment Effective
Date” means June 1, 2021.


 


“Fitch” means Fitch
Ratings, Inc. and any successor to its business of rating debt securities.


 


“Fitch Rating” means,
at any time, the rating published by Fitch of the Borrower’s Index Debt.


 


“Foreign Lender”
means any Lender that is organized under the laws of a jurisdiction other than the United States of America, any State thereof or the
District of Columbia.


 


“Fund”
means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its activities.


 


“GAAP”
means generally accepted accounting principles as in effect from time to time in the United States of America.


 


“Governmental Authority”
means the government of the United States of America or any political subdivision thereof, any other nation or 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).


 






    15


     


    

 


“Granting Lender”
shall have the meaning assigned to such term in Section 10.04(h).


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Debt or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or to purchase (or to advance or supply
funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose
of assuring the owner of such Debt or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt or other
obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Debt or obligation;
provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.


 


“Guarantors” mean
the Parent Guarantor and any Subsidiary Guarantor.


 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical
wastes.


 


“IFRS”
means International Financial Reporting Standards in effect from time to time in the United States of America.


 


“Increase Effective Date”
shall have the meaning provided in Section 2.16(d).


 


“Indebted Subsidiary”
shall have the meaning provided in Section 5.10(ix).


 


“Indemnified Taxes”
means Taxes other than Excluded Taxes.


 


“Indemnitee” shall
have the meaning provided in Section 10.03(b).


 


“Index Debt”
means senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any Person other than the
Parent Guarantor or any Subsidiary Guarantor or subject to any other credit enhancement (it being understood that coupon step-ups in
the Borrower’s long-term indebtedness shall not be deemed credit enhancement).


 


“Index Debt Rating”
means the S&P Rating, the Moody’s Rating and the Fitch Rating.


 


“Index Debt Rating
Change” means a change in the S&P Rating, the Moody’s Rating or the Fitch Rating that results in a change from one
Index Debt Rating category to another on the Pricing Grid in accordance with the provisions of Schedule 1.01, each Index Debt Rating
Change to be deemed to take effect on the date on which the relevant change in rating is first publicly announced by S&P, Moody’s
or Fitch, as the case may be.


 


“Information” shall
have the meaning provided in Section 10.14.


 






    16


     


    

 


“Intangible Assets”
means, at any date, the amounts (if any) stated under the heading (i) Goodwill and (ii) Intangible assets, net, or under any other heading
relating to intangible assets separately listed, in each case, on the face of a balance sheet of the Parent Guarantor prepared on a Consolidated
basis as of such date.


 


“Intercompany Debt”
means (i) indebtedness of the Parent Guarantor owed to a Subsidiary and (ii) indebtedness of a Subsidiary owed to the Parent Guarantor
or another Subsidiary.


 


“Interest Election
Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.06, and which shall
be in a form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.


 


“Interest Payment
Date” means (a) with respect to any ABR Loan, Daily SOFR Loan or Alternative Currency Daily Rate Loan, the last Business Day
of each March, June, September and December and (b) with respect to any Eurodollar Loan or Alternative Currency Term Rate Loan, the last
day of the Interest Period applicable to the Borrowing of which such Loan is a part; provided that, if an Interest Period for
a Eurodollar Borrowing or Alternative Currency Term Rate Borrowing is of more than three months’ duration, each day within such
Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period shall also be an
Interest Payment Date.


 


“Interest Period”
means with respect to any Eurodollar Borrowing and Alternative Currency Term Rate Borrowing, the period commencing on the date of such
Borrowing and ending on the date that is one, three or six months, or, if approved by each Lender, twelve months, thereafter (in each
case, subject to availability for the interest rate applicable to the relevant currency), as the Borrower may elect, upon notice received
by the Administrative Agent not later than 11:00 a.m. (New York City time) on the third Business Day prior to the first day of such Interest
Period, or such other period as requested by the Borrower and agreed to by all the Lenders in accordance with Section 2.03(b); provided,
that


 


(i)              if
any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business
Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day;


 


(ii)             any
Interest Period of one or more whole months that commences on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period; and


 


(iii)            the
Borrower may not select any Interest Period that may end after the Maturity Date.


 


For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.


 


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


 






    17


     


    

 


“LIBO Rate”
means, (a) for any Interest Period with respect to any Borrowing denominated in Dollars, the rate per annum equal to the London Interbank
Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for
such currency for a period equal in length to such Interest Period) (“LIBOR”), as it is published on the applicable
Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London time on the Rate Determination Date, for deposits in the relevant currency
with a term equivalent to such Interest Period and (b) for any interest calculation with respect to an ABR Loan on any date, the rate
per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with
a term of one month commencing on that day. Notwithstanding the foregoing, if the LIBO Rate shall be less than zero percent (0%), such
rate shall be deemed zero percent (0%) for purposes of this Agreement.


 


“Lien”
means, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, including the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement.


 


“Loan Documents”
means this Agreement, the First Amendment, each Note (if any) and each Subsidiary Guaranty (if any).


 


“Loans”
means the loans made by the Lenders to the Borrower pursuant to this Agreement and may consist of ABR Loans, Alternative Currency Loans
or Eurodollar Loans.


 


“Material Adverse
Effect” means a material adverse effect on (a) the Consolidated financial condition, business or operations of the Parent Guarantor
and its Subsidiaries taken as a whole, (b) the ability of the Obligors to perform their obligations under the Loan Documents or (c) the
rights and remedies of the Administrative Agent and the Lenders under the Loan Documents.


 


“Material Debt”
means Debt (other than Loans or other Debt under this Agreement) of any one or more of the Parent Guarantor and its Subsidiaries in an
aggregate principal amount outstanding, on any date of determination, which exceeds $250,000,000.


 


“Maturity Date”
means June 1, 2026, or the applicable anniversary thereof as determined in accordance with Section 2.14.


 


“Maturity Extension Request”
shall have the meaning assigned to such term in Section 2.14.


 


“Maximum Rate”
shall have the meaning provided in Section 10.17.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor to its business of rating debt securities.


 


“Moody’s Rating”
means, at any time, the rating published by Moody’s of the Borrower’s Index Debt.


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“New Lenders”
shall have the meaning provided in Section 2.16(c).


 






    18


     


    

 


“Nonrecourse Debt”
means, at any time, all Debt of Subsidiaries (and all other Persons which are consolidated on the Parent Guarantor’s financial
statements in accordance with GAAP (such Subsidiaries or other Persons a “Consolidated Person”)) of the Parent Guarantor
outstanding at such time incurred on terms that recourse may be had to such Consolidated Person only by enforcing the lender’s
default remedies with respect to specific assets which constitute collateral security for such Debt and not by way of action against
such Consolidated Person (or against the Parent Guarantor or any other Consolidated Person of the Parent Guarantor) as a general obligor
in respect of such Debt (subject to, for the avoidance of doubt, customary exceptions contained in non-recourse financings to the non-recourse
nature of the obligations thereunder).


 


“Note”
means a promissory note substantially in the form of Exhibit A made by the Borrower in favor of a Lender evidencing Loans made by such
Lender, to the extent requested by such Lender pursuant to Section 2.08(e).


 


“Obligors” means
the Borrower and the Guarantors.


 


“OFAC” shall have
the meaning provided in Section 3.12(a).


 


“Other Currency”
shall have the meaning provided in Section 10.12.


 


“Other Rate Early
Opt-in” means the Administrative Agent and the Borrower have elected to replace the LIBO Rate with a Benchmark Replacement
other than a SOFR-based rate pursuant to (1) an Early Opt-in Election and (2) Section 9.08(c)(ii) and clause (2) of the definition of
“Benchmark Replacement”.


 


“Other Taxes”
means any and all present or future, stamp or documentary taxes or any other excise or property taxes, charges or similar levies (together
with any addition to tax, penalty, fine or interest thereon) arising from any payment made under any Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, any Loan Document.


 


“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Effective Rate and (ii)
an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (b)
with respect to any amount denominated in an Alternative Currency, an overnight rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.


 


“Participant”
shall have the meaning assigned to such term in Section 10.04(c).


 


“Participant Register”
shall have the meaning assigned to such term in Section 10.04(e).


 


“Participating Member
State” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance
with legislation of the European Union relating to Economic and Monetary Union.


 


“Payee” shall have
the meaning provided in Section 10.12.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Permitted Acquired
Debt” means Debt of a Person that exists at the time such Person becomes a Subsidiary or at the time the Parent Guarantor or
a Subsidiary acquires all or substantially all of the assets of such Person if such Debt is assumed by the Parent Guarantor or such Subsidiary
and was not created in contemplation of any such event (“Acquired Debt”) and any Refinancing thereof; provided
if such Acquired Debt is Refinanced, it shall constitute Permitted Acquired Debt only if the Borrower is the obligor thereunder.


 






    19


     


    

 


“Permitted Jurisdiction”
means each of Denmark, Finland, Germany, Ireland, Luxembourg, Netherlands, Sweden, Switzerland and the United Kingdom.


 


“Permitted Securitization
Transaction” means any sale or sales of any accounts receivable, general intangibles, chattel paper or other financial assets
and related rights and assets of the Parent Guarantor and/or any of its Subsidiaries, and financing secured by the assets so sold, pursuant
to which the Parent Guarantor and its Subsidiaries realize aggregate net proceeds from any such transaction or series of related transactions
of not more than $750,000,000 in the aggregate at any one time outstanding, including, without limitation, any revolving purchase(s)
of such assets where the maximum aggregate uncollected purchase price (exclusive of any deferred purchase price) therefor does not exceed
$750,000,000 in the aggregate at any one time outstanding.


 


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


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Platform” shall
have the meaning assigned to such term in Section 10.15.


 


“Preferred Stock”
means any preferred and/or redeemable capital stock of the Parent Guarantor or any Subsidiary, as the case may be, that, by its terms
(or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder, in whole or in part, on or prior to the Maturity Date.


 


“Pricing Grid”
means the Pricing Grid and the conventions for determining pricing as set forth on Schedule 1.01.


 


“Public Lender”
shall have the meaning provided in Section 10.15(c).


 


“QFC Credit Support”
shall have the meaning provided in Section 10.22.


 


“Qualified Acquisition”
shall mean any acquisition that (a) involves the payment of consideration (including Debt assumed in connection therewith, all obligations
in respect of deferred purchase price (including obligations under any purchase price adjustment but excluding earnout or similar payments)
and all other consideration payable in connection therewith (including payment obligations in respect of noncompetition agreements or
other arrangements representing acquisition consideration)) by the Parent Guarantor and its Consolidated Subsidiaries in excess of $750,000,000
and (b) is designated as a “Qualified Acquisition” by the Borrower in a written notice to the Administrative Agent.


 


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


 






    20


     


    

 


“Refinancing”
means, with respect to any financing, any instrument or agreement amending, restating, supplementing, extending, renewing, refunding,
refinancing, replacing or otherwise modifying, in whole or in part, the documents governing such financing (and “Refinance”
shall have a correlative meaning).


 


“Register” shall
have the meaning assigned to such term in Section 10.04.


 


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


 


“Relevant Governmental
Body” means (a) with respect to Loans denominated in Dollars, the Board or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Board or the Federal Reserve Bank of New York, or any successor thereto, (b) with respect to Loans
denominated in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case,
any successor thereto, (c) with respect to Loans denominated in Euros, the European Central Bank, or a committee officially endorsed
or convened by the European Central Bank or, in each case, any successor thereto, (d) with respect to Loans denominated in Yen, the Bank
of Japan, or a committee officially endorsed or convened by the Bank of Japan or, in each case, any successor thereto, and (e) with respect
to Loans denominated in any other Agreed Currency, (i) the central bank for the currency in which such Loan is denominated or any central
bank or other supervisor which is responsible for supervising either (x) such Successor Rate or (y) the administrator of such Successor
Rate or (ii) any working group or committee officially endorsed or convened by (w) the central bank for the currency in which such Successor
Rate is denominated, (x) any central bank or other supervisor that is responsible for supervising either (A) such Successor Rate or (B)
the administrator of such Successor Rate, (y) a group of those central banks or other supervisors or (z) the Financial Stability Board
or any part thereof.


 


“Relevant Rate”
means with respect to any Borrowing denominated in (a) Dollars, the LIBO Rate, (b) Sterling, SONIA, (c) Euros, EURIBOR and (d) Yen, TIBOR,
as applicable.


 


“Reportable Action”
means any action, suit or proceeding or investigation before any court, arbitrator or other governmental body against the Parent Guarantor
or any of its Subsidiaries or any ERISA Event, in each case in which there is a reasonable possibility of an adverse determination that
could reasonably be expected to have a Material Adverse Effect.


 


“Required Currency”
shall have the meaning provided in Section 10.12.


 


“Required Lenders”
means, at any time, Lenders (not including the Borrower or any of its Affiliates) having aggregate Applicable Percentages in excess of
50% at such time; provided that the Applicable Percentage of any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.


 


“Rescindable Amount”
shall have the meaning provided in Section 2.13(d).


 


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


 


“Responsible Officer”
means (a) with respect to the Parent Guarantor, the Chief Executive Officer, President, Executive Vice President and Chief Financial
Officer, Executive Vice President and General Counsel, Treasurer, any Senior Vice President, or Secretary of the Parent Guarantor, and
(b) with respect to the Borrower, a Director of the Borrower, and, solely for purposes of notices given pursuant to Article II, any other
officer of the Borrower so designated by the foregoing officer in a notice to the Administrative Agent or any other officer or employee
of the Borrower designated in or pursuant to an agreement between the Borrower and the Administrative Agent.


 






    21


     


    

 



 


“Revaluation Date”
means with respect to any Loan, each of the following: (i) each date of a Borrowing of an Alternative Currency Loan, (ii) each date of
a continuation of an Alternative Currency Loan pursuant to Section 2.06, and (iii) such additional dates as the Administrative
Agent shall determine or the Required Lenders shall require.


 


“Revolving Credit
Exposure” means, with respect to any Lender at any time the outstanding principal amount of such Lender’s Loans at such
time.


 


“S&P”
means S&P Global Ratings, a division of S&P Global, Inc. and any successor to its business of rating debt securities.


 


“S&P Rating”
means, at any time, the rating published by S&P of the Borrower’s Index Debt.


 


“Same Day Funds”
means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and
payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent to be customary in the
place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) OFAC or the U.S.
Department of State or (b) to the knowledge of the Parent Guarantor or the Borrower, the European Union, the Government of Canada or
Her Majesty’s Treasury of the United Kingdom, in each case required to be observed by the Borrower and its Subsidiaries.


 


“Sanctioned Country”
means, at any time, a country or territory which is the subject or target of any Sanctions (at the time of this Agreement, the Crimea
region of Ukraine, Cuba, Iran, North Korea and Syria).


 


“Sanctioned Person”
means, at any time, (a) any Person or vessel listed in any Sanctions-related list of designated or blocked Persons maintained by OFAC,
the U.S. Department of State, the European Union, the Government of Canada or Her Majesty’s Treasury of the United Kingdom, (b)
any Person organized or resident in a Sanctioned Country where doing business with such Person would be in violation of any applicable
Sanctions law required to be observed or (c) to the knowledge of the Borrower, any Person owned or controlled by, or acting on behalf
of, any such Person.


 


“Scheduled Unavailability
Date” shall have the meaning provided in Section 9.08(b).


 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Significant Subsidiary”
means, at any date, any Subsidiary which, including its subsidiaries, meets any of the following conditions:


 


(i)       the
proportionate share attributable to such Subsidiary of the total assets of the Parent Guarantor (after intercompany eliminations) exceeds
15% of the total assets of the Parent Guarantor, determined on a Consolidated basis as of the end of the most recently completed fiscal
year; or


 






    22


     


    

 


(ii)       the
Parent Guarantor’s and its Subsidiaries’ equity in the income of such Subsidiary from continuing operations before income
taxes, extraordinary items and cumulative effect of a change in accounting principles exceeds 15% of Consolidated income of the Parent
Guarantor from continuing operations before income taxes, any loss on the retirement of debt, extraordinary items, cumulative effect
of a change in accounting principles, and before any impairment charges, determined for the most recently completed fiscal year.


 


For the avoidance of doubt, the Borrower shall at all times be deemed
a “Significant Subsidiary”.


 


“SOFR Early Opt-in”
means the Administrative Agent and the Borrower have elected to replace LIBO Rate pursuant to (a) an Early Opt-in Election and (b) Section
9.08(c)(i) and clause (1) of the definition of “Benchmark Replacement”.


 


“Solvency Certificate”
means a certificate of the Chief Financial Officer of the Parent Guarantor in the form attached hereto as Exhibit E.


 


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


 


“SONIA Adjustment” means, with respect
to SONIA, 0.1193% (11.93 basis points) per annum.


 


“SPC” shall have the meaning assigned
to such term in Section 10.04(h).


 


“Special Notice
Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization
for Economic Cooperation and Development at such time located in North America or Europe.


 


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


 


“Stock”
means, with respect to any Person, any capital stock or equity securities of or other ownership interests in such Person.


 


“Stock Equivalents”
means, with respect to any Person, options, warrants, calls or other rights entered into or issued by such Person to acquire any Stock
of, or securities convertible into or exchangeable for Stock of, such Person.


 


“subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other entity of which more than 50% of the
shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than
securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the
management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.


 


“Subsidiary” means any subsidiary of
the Parent Guarantor.


 






    23


     


    

 


“Subsidiary Guarantor”
means each Subsidiary that has executed a Subsidiary Guaranty pursuant to Section 5.12.


 


“Subsidiary Guaranty”
means a guaranty entered into by a Subsidiary in substantially the form of Exhibit D, with any such modifications to such form as may
be necessary or advisable and customary under the local law of the jurisdiction of organization of the relevant Subsidiary, in the judgment
of the Obligors.


 


“Successor” shall have the meaning provided
in Section 5.08.


 


“Successor Rate” shall have the meaning
provided in Section 9.08(b).


 


“Supported QFC” shall have the meaning
provided in Section 10.22.


 


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


 


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


 


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


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed or asserted by any Governmental
Authority, together with any addition to tax, penalty, fine or interest thereon.


 


“Term SOFR”
means, for the applicable Corresponding Tenor (or if any Available Tenor of a Benchmark does not correspond to an Available Tenor for
the applicable Benchmark Replacement, the closest corresponding Available Tenor and if such Available Tenor corresponds equally to two
Available Tenors of the applicable Benchmark Replacement, the Corresponding Tenor of the shorter duration shall be applied), the forward-looking
term rate based on the secured overnight financing rate that has been selected or recommended by the Relevant Governmental Body.


 


“TIBOR”
shall have the meaning provided in the definition of “Alternative Currency Term Rate” in Section 1.01.


 


“Total Leverage Ratio Step Up” shall
have the meaning provided in Section 5.09.


 






    24


     


    

 


“Transactions”
means the execution, delivery and performance by the Obligors of this Agreement and the other Loan Documents, the borrowing of Loans
and the use of the proceeds thereof.


 


“TSA”
means the Tax Sharing Agreement, dated as of June 29, 2007, among TE Connectivity Ltd., Tyco International Ltd. and Covidien plc (formerly
known as Covidien Ltd.), as in effect on the date hereof.


 


“TSA Obligor”
means any obligor among TE Connectivity Ltd., Tyco International Ltd. and Covidien plc (including, in each case, any successor in interest
thereof) under the TSA.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to an Alternative Currency Daily Rate, an Alternative Currency Term Rate, the LIBO Rate or the
Alternate Base Rate.


 


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


 


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


 


“United States” and “U.S.”
mean the United States of America.


 


“Upfront Fee” shall have the meaning
assigned to such term in Section 2.10(a)(i).


 


“U.S. Special Resolution
Regimes” shall have the meaning provided in Section 10.22.


 


“Wholly-Owned Consolidated
Subsidiary” means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except
directors’ qualifying shares and investments by foreign nationals mandated by applicable law) are at the time beneficially owned,
directly or indirectly, by the Parent Guarantor.


 


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


 


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


 


“Yen” and “¥”
mean the lawful currency of Japan.


 






    25


     


    

 


Section 1.02     Classification
of Loans and Borrowings. For purposes of this Agreement and the other Loan Documents, Loans or Borrowings may be classified and referred
to by Type (e.g., a “Eurodollar Loan” or an “ABR Borrowing”).


 


Section 1.03      Terms
Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan
Document:


 


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


 


Section 1.04      Accounting
Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the
Borrower requests an amendment to any provision hereof to eliminate the effect of any change not otherwise addressed herein occurring
after the date hereof in GAAP (including the adoption of IFRS as described below) or in the application thereof on the operation of such
provision, regardless of whether any such notice is given before or after such change in GAAP (or such adoption of IFRS) or in the application
thereof, then (i) the Administrative Agent and the Borrower shall negotiate in good faith to amend such provision to preserve the original
intent thereof in light of such change in GAAP (or such adoption of IFRS) which will be subject to the approval of the Required Lenders
and (ii) such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. If the Borrower notifies
the Administrative Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP”,
as used herein, shall mean “IFRS”. Without limiting the foregoing, leases shall continue to be classified and accounted for
on a basis consistent with that reflected in the audited financial statements of the Parent Guarantor for the fiscal year ended September
28, 2018 for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter
into a mutually acceptable amendment addressing such changes, as provided for above.


 






    26


     


    

 


Section 1.05     Exchange Rates;
Currency Equivalents.


 


(a)             
The Administrative Agent shall determine the Dollar Equivalent amounts of Loans denominated in Alternative Currencies on and as
of each Revaluation Date. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent
of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Parent Guarantor
hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency
(other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative
Agent.


 


(b)            
Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an Alternative Currency Loan,
an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in an Alternative
Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such
Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent on the most recent Revaluation
Date.


 


Section 1.06     Additional
Alternative Currencies.


 


(a)             
The Borrower may from time to time request that Alternative Currency Loans be made in a currency other than those specifically
listed in the definition of “Alternative Currency;” provided that such requested currency is an Eligible Currency.
In the case of any such request with respect to the making of Alternative Currency Loans, such request shall be subject to the approval
of the Administrative Agent and the Lenders.


 


(b)            
Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the
desired Borrowing (or such other time or date as may be agreed by the Administrative Agent in its sole discretion). The Administrative
Agent shall promptly notify each Lender thereof. Each Lender shall notify the Administrative Agent, not later than 11:00 a.m., ten Business
Days after receipt of such request whether it consents, in its sole discretion, to the making of Alternative Currency Loans in such requested
currency.


 


(c)             
Any failure by a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed
to be a refusal by such Lender to permit Alternative Currency Loans to be made in such requested currency. If the Administrative Agent
and all the Lenders consent to making Alternative Currency Loans in such requested currency, and the Administrative Agent, such Lenders
and the Borrower reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative
Agent shall so notify the Borrower and (i) the Administrative Agent and such Lenders, with the consent of the Borrower (such consent
not to be unreasonably withheld, conditioned or delayed), may amend the definition of Alternative Currency Daily Rate or Alternative
Currency Term Rate to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate and
(ii) to the extent the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, has been amended
to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency
hereunder for purposes of any Borrowings of Alternative Currency Loans. If the Administrative Agent shall fail to obtain consent to any
request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.


 






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Section 1.07      Change
of Currency.


 


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


 


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


 


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


 


Section 1.08      Interest
Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability
with respect to the administration, submission or any other matter related to the rates in the definition of “Alternative Currency
Daily Rate”, “Alternative Currency Term Rate”, “LIBO Rate” or with respect to any rate (including, for
the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement
for or successor to any of such rate (including, without limitation, any Benchmark Replacement and any Successor Rate) or the effect
of any of the foregoing, or of any Benchmark Replacement Conforming Changes or Conforming Changes.


 


ARTICLE II


 


  THE
CREDITS


 


Section 2.01      Commitments.
Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower in Dollars or in one or more Alternative
Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s
Revolving Credit Exposure exceeding such Lender’s then applicable Commitment, (ii) the total Revolving Credit Exposures exceeding
the then applicable total Commitments or (iii) the aggregate amount of all Loans denominated in Alternative Currencies exceeding the
Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Loans.


 


Section 2.02      Loans and
Borrowings.


 


(a)       Each
Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their then applicable respective
Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations
hereunder.


 






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(b)               
Subject to Section 9.03, each Borrowing shall be comprised entirely of ABR Loans, Eurodollar Loans, Alternative Currency Daily
Rate Loans or Alternative Currency Term Rate Loans as the Borrower may request in accordance herewith. Each Lender at its option may
make any Eurodollar Loan or Alternative Currency Loans by causing any domestic or foreign branch or Affiliate of such Lender to make
such Loan; 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 or result in any obligations of the Borrower to pay additional amounts under Section 9.03 or 9.05.


 


(c)               
At the commencement of each Interest Period for any Eurodollar Borrowing or Alternative Currency Term Rate Borrowing, and at the
time each ABR Borrowing and Alternative Currency Daily Rate Borrowing is made, such Borrowing shall be in an aggregate amount that is
an integral multiple of the Dollar Equivalent of $1,000,000 and not less than the Dollar Equivalent of $10,000,000 (except that any such
Borrowing may be in the aggregate amount that is equal to the entire unused balance of the total Commitments). Borrowings of more than
one Type may be outstanding at the same time; provided that there shall not be more than a total of ten (10) Interest Periods
outstanding at the same time.


 


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


 


Section 2.03      Requests
for Borrowings.


 


(a)       To
request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or a Borrowing Request, (i) in the
case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing
(except as provided in Section 2.03(b)), (ii) in the case of an ABR Borrowing, not later than 12 noon, New York City time, on the date
of the proposed Borrowing and (iii) in the case of an Alternative Currency Loan Borrowing, not later than 11:00 a.m., New York City time,
three Business Days (or five Business Days in the case of a Special Notice Currency) before the date of the proposed Borrowing (except
as provided in Section 2.03(b)). Each Borrowing Request shall be irrevocable and if made telephonically, shall be confirmed promptly,
by hand delivery, facsimile or electronic mail of a written Borrowing Request. Each such telephonic and written Borrowing Request shall
specify the following information in compliance with Section 2.02:


 


(i)                
the aggregate amount of the requested Borrowing;


 


(ii)              
the date of such Borrowing, which shall be a Business Day;


 






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(iii)            
 whether such Borrowing is to be an ABR Borrowing, an Alternative Currency Daily Rate Borrowing, an Alternative Currency Term
Rate Borrowing or a Eurodollar Borrowing;


 


(iv)             
in the case of a Eurodollar Borrowing or an Alternative Currency Term Rate Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term “Interest Period”, subject to Section
2.03(b);


 


(v)               
the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.05; and


 


(vi)             
the currency of the requested Borrowing.


 


If
no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing if such Borrowing is for
a Loan denominated in Dollars. If no election as to the currency of such Borrowing is specified, then the requested Borrowing shall be
made in Dollars. If no Interest Period is specified with respect to any requested Eurodollar Borrowing or Alternative Currency Term Rate
Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt
of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and
of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


(b)       The
Borrower may request a Eurodollar Borrowing or Alternative Currency Term Rate Borrowing having an Interest Period other than one, three
or six months or, if available and approved by each Lender, twelve months, in duration as provided in the definition of “Interest
Period” by notifying the Administrative Agent not later than 11:00 a.m., New York City time, (x) five Business Days prior to
the requested date of such Borrowing denominated in Dollars and having such Interest Period and (y) five Business Days (or six Business
Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing denominated in an Alternative Currency and
having such Interest Period, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine
whether the requested Interest Period is acceptable to all of them. Not later than 8:00 a.m., New York City time, on the Business Day
after receiving such request from the Borrower, the Administrative Agent shall notify the Borrower whether or not the requested Interest
Period has been agreed to by all the Lenders. If such requested Interest Period is so approved by all of the Lenders, the Borrower may
thereafter from time to time elect to make Borrowing Requests under Section 2.03(a) and Interest Election Requests under Section 2.06(c)
designating such Interest Period, until the Administrative Agent notifies the Borrower that the Required Lenders have elected to revoke
such approval.


 


Section
2.04       [Intentionally Omitted]


 


Section
2.05       Funding of Borrowings.


 


(a)       Each
Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of Same Day Funds by 1:00 p.m.,
New York City time, in the case of (x) any Eurodollar Loan, (y) 2:00 p.m., New York City time, in the case of an ABR Loan, and (z) not
later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, to the account
of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Upon satisfaction of the applicable
conditions set forth in Section 4.02 (and, if such Borrowing is the initial Borrowing, Section 4.01), the Administrative Agent will make
all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the amounts
so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City or (ii) wire transfer
of such funds, in each case in accordance with instructions provided to the Administrative Agent in the applicable Borrowing Request.


 






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(b)       Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, or by 1:00 p.m. New York City time on the proposed
date of such Borrowing, in the case of ABR Borrowings, the Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower
a corresponding amount. If and to the extent that such Lender did not make available such Lender’s share of such Borrowing, then
such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon
for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered
by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Overnight Rate from time
to time in effect plus the Administrative Agent’s standard processing fee for interbank compensation. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing.
If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may
make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with the interest
thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing
herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative
Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.


 


Section 2.06     Interest Elections.


 


(a)             
Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing
or an Alternative Currency Term Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter,
the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing
or an Alternative Currency Term Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered
a separate Borrowing.


 


(b)            
To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone,
facsimile or electronic mail by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting
a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request
shall be irrevocable and, if made telephonically, shall be confirmed promptly in a signed notice by hand delivery, facsimile or electronic
mail to the Administrative Agent of a written Interest Election Request.


 






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(c)           Each
telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)                
the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant
to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)              
the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)            
whether the resulting Borrowing is to be an ABR Borrowing, an Alternative Currency Daily Rate Borrowing, an Alternative Currency
Term Rate Borrowing or a Eurodollar Borrowing;


 


(iv)             
if the resulting Borrowing is a Eurodollar Borrowing or an Alternative Currency Term Rate Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest
Period”, subject to Section 2.03(b); and


 


(v)               
the currency of the resulting Borrowing; provided that, no Loan may be converted into or continued as a Loan denominated in a
different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.


 


If any such Interest Election Request
requests a Eurodollar Borrowing or Alternative Currency Term Rate Borrowing but does not specify (i) an Interest Period, then the Borrower
shall be deemed to have selected an Interest Period of one month’s duration or (ii) a currency, then the Borrower shall be deemed
to have selected the currency of the original Borrowing.


 


(d)       Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such
Lender’s portion of each resulting Borrowing.


 


(e)       If
the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. If the Borrower fails to timely request a continuation of Loans denominated in an Alternative
Currency, such Loans shall be continued as Alternative Currency Loans in their original currency with, in the case of Alternative Currency
Term Rate Loans, an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default under clauses
(a), (b), (h), (i), (j), (n) and (o) of Article VI has occurred and is continuing and the Administrative Agent, at the request of the
Required Lenders, so notifies the Borrower, then, so long as such Event of Default is continuing (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing or an Alternative Currency Loan Borrowing and (ii) unless repaid, each Eurodollar
Borrowing or Alternative Currency Loan Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.


 






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(f)       Notwithstanding
anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection
with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless
settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.


 


		Section 2.07	Termination
                                            and Reduction of Commitments.



 


(a)             
Unless previously terminated, the Commitments shall terminate on the Maturity Date.


 


(b)            
The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction
of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower
shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section
2.09, the total Revolving Credit Exposures would exceed the Aggregate Commitments. The amount of any such Aggregate Commitment reduction
shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Borrower or if the Alternative Currency Sublimit
would exceed the Aggregate Commitments, in which case the Alternative Currency Sublimit will only be reduced to the extent such that
it would not exceed the Aggregate Commitments.


 


(c)             
The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (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, provided that a notice of termination of the Commitments delivered by the Borrower may state that
such notice is conditioned upon the effectiveness of other credit facilities, 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. Promptly following
receipt of any notice pursuant to this Section 2.07(c), the Administrative Agent shall advise the Lenders of the contents thereof. Any
termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders
in accordance with their respective Commitments.


 


		Section 2.08	Repayment
                                            of Loans; Evidence of Debt.



 


(a)             
The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan on the Maturity Date.


 


(b)            
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower
to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder.


 


(c)             
The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type
thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder, (iii) the currency of each Loan made hereunder and (iv) the amount of any sum received
by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 






    33


     


    

 


(d)               
 The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of
the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent
to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance
with the terms of this Agreement or the other Loan Documents.


 


(e)                
Any Lender may request that Loans made by it be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a Note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns). Thereafter,
the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented
by one or more Notes payable to the payee named therein (or to such payee and its registered assigns).


 


		Section 2.09	Prepayment
                                            of Loans.



 


(a)               
The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part subject to prior
notice in accordance with paragraph (b) of this Section.


 


(b)               
The Borrower shall notify the Administrative Agent by telephone (confirmed in a signed notice sent by facsimile or electronic
mail in a form acceptable to the Administrative Agent) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing,
not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an
ABR Borrowing, not later than 4:00 p.m., New York City time, one Business Day before the date of prepayment and (iii) in the case of
prepayment of a Borrowing of Alternative Currency Loans, not later than 11:00 a.m., New York City time, four Business Days (or five Business
Days, in the case of prepayment of Loans denominated in Special Notice Currencies), before the date of prepayment. Each such notice shall
specify the prepayment date and the principal amount and currency of each Borrowing or portion thereof to be prepaid provided
that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated
by Section 2.07(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section
2.07(c). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of
the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance
of a Borrowing of the same Type as provided in Section 2.02(c). Each prepayment of a Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11 and break
funding payments to the extent required by Section 9.04.


 


(c)               
If the Administrative Agent notifies the Borrower at any time that the total Revolving Credit Exposures at such time exceed an
amount equal to 105% of the Aggregate Commitments then in effect, then, within five Business Days after receipt of such notice, the Borrower
shall prepay Loans in an aggregate amount at least equal to such excess.


 


(d)               
If the Administrative Agent notifies the Borrower at any time that the total outstanding amount of all Loans denominated in Alternative
Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within five Business
Days after receipt of such notice, the Borrower shall prepay Loans denominated in Alternative Currencies in an aggregate amount sufficient
to reduce such outstanding Loans as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then
in effect.


 






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		Section 2.10	Fees.



 


(a)           The
Borrower agrees to pay to the Administrative Agent for the account of each Lender the following fees:


 


(i)                
on the First Amendment Effective Date, an upfront fee in an amount equal to the product of (x) such Lender’s Commitment
amount, multiplied by (y) the rate separately agreed with such Lender (the “Upfront Fee”); and


 


(ii)              
a facility fee, which shall accrue on the daily amount of the then applicable Commitment of such Lender (whether used or unused)
during the period from and including the earlier of the Closing Date and the date that is 45 days following the Closing Date to but excluding
the date on which such Commitment terminates, at the rate per annum set forth on the Pricing Grid opposite the reference to the applicable
Index Debt Rating under the heading “Facility Fee” (the “Facility Fee”); provided that, if such
Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such Facility Fee shall continue to accrue
on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to
but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Fees accrued through and including
the last Business Day of March, June, September and December of each year shall be payable on each such last day, commencing on the first
such date to occur after the date hereof; provided that all such fees shall be payable on the date on which the Commitments terminate
and any such fees accruing after the date on which the Commitments terminate shall be payable on demand.


 


(b)       All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution,
in the case of Upfront Fees and Facility Fees, to the Lenders. Fees paid shall not be refundable under any circumstances.


 


(c)       Notwithstanding
anything to the contrary contained in this Section 2.10, each Defaulting Lender shall be entitled to receive a Facility Fee for any period
during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Loans funded by it.


 


		Section 2.11	Interest.



 


(a)             
The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin.


 


(b)            
(i) Each Eurodollar Loan shall bear interest at the LIBO Rate for the Interest Period in effect for such Loan plus the Applicable
Margin, (ii) each Alternative Currency Daily Rate Loan shall bear interest at the Alternative Currency Daily Rate plus the Applicable
Margin and (iii) each Alternative Currency Term Rate Loan shall bear interest at the Alternative Currency Term Rate for the Interest
Period in effect for such Loan plus the Applicable Margin.


 






    35


     


    

 


(c)             
Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Obligor under
any Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest,
after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the
rate applicable to ABR Loans as provided in paragraph (a) of this Section.


 


(d)               Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments;
provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan or Alternative Currency Term Rate Loan prior
to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


 


		Section 2.12	Calculation
                                            of Interest and Fees.



 


(a)               
All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Base Rate and for Loans denominated in Alternative Currencies
shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number
of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Alternative Currency Daily
Rate, Alternative Currency Term Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.


 


(b)               
All fees hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).


 


		Section 2.13	Payments
                                            Generally; Pro Rata Treatment; Sharing of Set-offs.



 


(a)                Except
as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency,
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under
Section 9.03, 9.04 or 9.05, or otherwise) prior to 2:00 p.m., New York City time, on the date when due to the Administrative Agent, at
the Administrative Agent’s Office in Dollars and in Same Day Funds, without set off or counterclaim. Except as otherwise expressly
provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative
Currency shall be made to the Administrative Agent at the applicable Administrative Agent’s Office in such Alternative Currency
and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. If, for
any reason, any Borrower is prohibited by any law from making any required payment hereunder in an Alternative Currency, the Borrower
shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Any amounts received after such
time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business
Day for purposes of calculating interest thereon; provided that no amount shall be deemed to have been received on the next succeeding
Business Day if the Borrower provides the Administrative Agent with written confirmation of a Federal Reserve Bank reference number no
later than (x) 4:00 p.m., New York City time, on the date when due in the case of payments in Dollars or (y) after the Applicable Time
specified by the Administrative Agent in the case of payments in an Alternative Currency. All such payments shall be made to the Administrative
Agent at the applicable Administrative Agent’s Office, except that payments pursuant to Sections 9.03, 9.04, 9.05 and 10.03 shall
be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on
a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of such extension.


 






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(b)               
If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second,
towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal
then due to such parties.


 


(c)               
If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate
amount of its Loans and accrued interest thereon or such other obligations greater than its pro rata share thereof as provided herein,
then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash
at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments that shall
be equitable so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Loans and other amounts owing them; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed
to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained
by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other
than to any Obligor or any Affiliate or subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower and
the Parent Guarantor each consent to the foregoing and each agree, to the extent it may effectively do so under applicable law, that
any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower and the Parent Guarantor
rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower
or the Parent Guarantor in the amount of such participation.


 


(d)               
Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to
the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute
to the Lenders the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder
as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following
applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment;
(2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the
Administrative Agent has for any reason otherwise erroneously made such payment, then each of the Lenders severally agrees to repay to
the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender in Same Day Funds with interest thereon,
for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative
Agent, at the Overnight Rate.


 






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(e)               
If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(b) or 2.13(d), then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations
are fully paid.


 


(f)                
Notwithstanding anything to the contrary contained herein, the provisions of this Section 2.13 shall be subject to the express
provisions of this Agreement which require, or permit, differing payments to be made to Lenders that are not Defaulting Lenders as opposed
to Lenders that are Defaulting Lenders.


 


Section 2.14         Commitment
Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders)
given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the First Amendment Effective
Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional
one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the
20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise
the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting
Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”).
Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree
to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension
Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date
in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall
be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as
to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing
Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest
thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable
on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant
to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to,
Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then
applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding
the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to
the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity
Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement
Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant
to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Section
4.01(e)(y) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative
Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible
Officer of the Parent Guarantor, (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to
the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor
approving or consenting to such extension and (z) to the extent required to be paid on the effective date of such extension, the Borrower
shall have paid all fees required to be paid by it to the Administrative Agent and the Lenders and all legal fees and expenses of the
Administrative Agent to the extent invoiced and received by the Borrower.


 






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Section
2.15       Defaulting Lender Waterfall and Cure. 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)             
Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise) or received by the Administrative Agent from
a Defaulting Lender pursuant to Section 2.13(c) shall be applied at such 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 or Event of Default
exists), to the funding of 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 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 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of
a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a 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 pursuant to this Section 2.15(a) shall be deemed paid to and redirected
by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(b)            
If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set
forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or
take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders
in accordance with the Commitments hereunder, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting
Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change
hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that
Lender’s having been a Defaulting Lender.


 






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		Section 2.16	Increase
                                            in Commitments.



 


(a)             
Request for Increase. If no Event of Default exists at the time of such request, upon notice to the Administrative Agent
(which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments; provided
that (i) any such request for an increase shall be in a minimum amount of $25,000,000 and increments of $5,000,000 in excess thereof,
(ii) the aggregate amount of all such requests cannot exceed $500,000,000 and (iii) the Aggregate Commitments cannot exceed $2,000,000,000
at any one time. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time
period within which the applicable Lenders are requested to respond (which shall in no event be less than ten Business Days from the
date of delivery of such notice to such Lenders).


 


(b)            
Lender Elections to Increase. Each applicable Lender shall notify the Administrative Agent within such time period whether
or not it agrees to increase its Commitment. Any Lender not responding within such time period shall be deemed to have declined to increase
its Commitment.


 


(c)             
Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower of the Lenders’
responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional
Persons to become Lenders (“New Lenders”) pursuant to a joinder agreement in form and substance reasonably satisfactory
to the Administrative Agent, and subject to the approval of the Administrative Agent to the extent the Administrative Agent’s approval
would be required under Section 10.04(b)(i)(B) for an assignment to such Person.


 


(d)            
Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative
Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation
of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase
and the Increase Effective Date.


 


(e)             
Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the
Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor
(A) certifying and attaching the resolutions adopted by such Obligor, approving or consenting to such increase, and (B) certifying that,
before and after giving effect to such increase, (x) the representations and warranties contained in Article III and the other
Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in
which case they shall be true and correct in all respects), on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects
as of such earlier date, and (y) no Event of Default exists or would result therefrom, (ii) the Borrower shall deliver or cause to be
delivered any other customary documents as reasonably requested by the Administrative Agent in connection with any such increase in the
Aggregate Commitments, (iii) the Borrower shall pay any applicable fee (in an amount, and to the extent, mutually agreed upon at the
time of such election to increase) related to each such increase (including, without limitation, any applicable arrangement, upfront
and/or administrative fee) and (iv) (A) upon the reasonable request of any New Lender made at least five days prior to the Increase Effective
Date, the Borrower shall have provided to such New Lender, and such New Lender shall be reasonably satisfied with, the documentation
and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and
regulations, including, without limitation, the Act, in each case at least two days prior to the Increase Effective Date and (B) at least
five days prior to the Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, the Borrower shall have delivered, to each New Lender that so requests, a Beneficial Ownership Certification. The
Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section
9.04) to the extent necessary to keep the outstanding Loans ratable among the Lenders’ applicable percentages of the Aggregate
Commitments arising from any non-ratable increase in the Commitments under this Section. For avoidance of doubt, no such increase shall
modify the Alternative Currency Sublimit unless otherwise agreed in accordance with the terms of this Agreement.


 


(f)       Conflicting
Provisions. This Section shall supersede any provisions in Section 2.13 or 10.02 to the contrary.


 






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ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


Each Obligor represents and warrants to the Administrative
Agent and the Lenders that:


 


Section 3.01       Organization;
Powers. Each Obligor is a company duly organized or formed and validly existing under the laws of its jurisdiction of organization
or formation. Each Obligor has all corporate powers and all governmental licenses, authorizations, consents and approvals required to
carry on its business as now conducted, except to the extent that failure to have any such power or governmental license, authorization,
consent or approval could not, based upon the facts and circumstances in existence at the time this representation and warranty is made
or deemed made, reasonably be expected to have a Material Adverse Effect.


 


Section 3.02       Authorization;
Enforceability. The Transactions are within such Obligor’s corporate powers and have been duly authorized by all necessary
corporate and, if required, stockholder action. This Agreement and each other Loan Document to which such Obligor is a party has been
duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligation of such Obligor, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


Section 3.03       Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and (ii) those
consents, approvals, registrations or filings the failure to obtain would not reasonably be expected to result in a Material Adverse
Effect and (b) will not violate, contravene, or constitute a default under any provision of (i) any applicable law or regulation, (ii)
the charter, by-laws or other organizational documents of such Obligor, (iii) any order, judgment, decree or injunction of any Governmental
Authority or (iv) any agreement or instrument evidencing or governing Material Debt of such Obligor, except in the case of clauses (i)
or (iii) above for any such violations, contraventions or defaults that could not reasonably be expected to have a Material Adverse Effect.


 






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Section 3.04    Financial
Condition; No Material Adverse Effect.


 


(a)              The
Parent Guarantor has heretofore furnished to the Administrative Agent its Consolidated balance sheet and statements of income, shareholders
equity and cash flows, as and for the fiscal year ended September 25, 2020, reported on by Deloitte & Touche LLP, independent registered
public accounting firm. Such financial statements present fairly, in all material respects, the consolidated financial position and results
of operations and cash flows of the Parent Guarantor as of such date and for such period in accordance with GAAP.


 


(b)              Since
September 25, 2020, other than matters described in the Parent Guarantor’s filings of Forms 10-K, 10-Q or 8-K on or before the
First Amendment Effective Date, there has been no Material Adverse Effect.


 


Section 3.05    Litigation
and Environmental Matters


 


(a)             
There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against
or, to the knowledge of the Obligors, threatened against or affecting the Parent Guarantor or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination which could, based upon the facts and circumstances in existence at the
time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect, other than
the matters described in the Parent Guarantor’s filings of Forms 10-K, 10-Q or 8-K, in each case on or before the First Amendment
Effective Date (the “Existing Litigation”), and other than shareholders’ derivative litigation or shareholders’
class actions based on the same facts and circumstances as the Existing Litigation, or (ii) that could reasonably be expected to adversely
affect the validity or enforceability of any of the Loan Documents or the Transactions.


 


(b)             Except
with respect to any matters that could not, based upon the facts and circumstances in existence at the time this representation and warranty
is made or deemed made, reasonably be expected to result in a Material Adverse Effect and except for the matters described in the Parent
Guarantor’s filings of Forms 10-K, 10-Q or 8-K, in each case on or before the First Amendment Effective Date, neither the Parent
Guarantor nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law or (ii) has become subject to any Environmental Liability.


 


Section 3.06    Investment
Company Status. No Obligor is an “investment company” as defined in, or subject to regulation under, the Investment Company
Act of 1940.


 


Section 3.07    Taxes.
Each of the Parent Guarantor and its Significant Subsidiaries has timely filed or caused to be filed all Tax returns and reports required
to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested
in good faith by appropriate proceedings and for which the Parent Guarantor or such Significant Subsidiary, as applicable, has set aside
on its books adequate reserves or (b) to the extent that the failure to do so could not, based upon the facts and circumstances in existence
at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect.


 






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Section 3.08    ERISA.
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, could, based upon the facts and circumstances in existence at the time this representation and warranty
is made or deemed made, reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations
of all underfunded Plans (based on the assumptions used for purposes of Accounting Standards Certification Topic 715) did not, as of
the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded
Plans by an amount which could based upon the facts and circumstances existing at the time this representation and warranty is made or
deemed made, reasonably be expected to result in a Material Adverse Effect. The Borrower represents and warrants as of the First Amendment
Effective Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101,
as modified by Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans or the Commitments.


 


Section 3.09    Disclosure.
On and as of the First Amendment Effective Date, all information furnished by or on behalf of the Obligors to the Administrative Agent
or the Lenders in connection with this Agreement or the other Loan Documents, when taken as a whole, does not contain any untrue statement
of material fact or omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances
under which they were made, not misleading; provided that with respect to projections, estimates and other forward-looking information
and any other information of a general economic or industry nature, the Obligors represent and warrant only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the time made, it being understood that projections, estimates
and forward-looking information are as to future events and are not to be viewed as facts, that such projections, estimates and forward-looking
information are subject to significant uncertainties and contingencies, many of which are beyond the Obligors’ control, that no
assurance can be given that any particular projections, estimates or forward looking information will be realized and that actual results
during the period or periods covered by any such projections, estimates or forward looking information may differ significantly from
the projected results and such differences may be material. As of the First Amendment Effective Date, the information included in the
Beneficial Ownership Certification, if applicable, is true and correct in all material respects.


 


Section 3.10    Subsidiaries.
Each Subsidiary is duly organized or formed, validly existing and (to the extent such concept is applicable to it) in good standing under
the laws of its jurisdiction of organization or formation, except where the failure to be so organized, existing or in good standing
could not, based upon the facts and circumstances existing at the time this representation and warranty is made or deemed made, reasonably
be expected to have a Material Adverse Effect. Each Subsidiary has all legal powers and all governmental licenses, authorizations, consents
and approvals required to carry on its business as now conducted, except to the extent that failure to have any such power or governmental
license, authorization, consent or approval could not, based upon the facts and circumstances in existence at the time this representation
and warranty is made or deemed made, reasonably be expected to have a Material Adverse Effect.


 


Section 3.11    Margin
Regulations. No Obligor is engaged principally or as one of its important activities in the business of buying or carrying margin
stock within the meaning of Regulation U of the Board.


 


Section 3.12    Anti-Terrorism
Laws, etc.


 


(a)                Neither
the Borrower, the Parent Guarantor nor any of its Subsidiaries is in violation of the foreign assets control regulations of the U.S.
Treasury Department’s Office of Foreign Asset Control (“OFAC”) (31 CFR, Subtitle B, Chapter V, as amended),
Executive Order No. 13224 on Terrorist Financing effective September 24, 2001 (the “Executive Order”), the Act or,
to the knowledge of the Parent Guarantor and the Borrower, any sanctions or requirements imposed under similar laws or regulations enacted
or enforced by the European Union or Her Majesty’s Treasury of the United Kingdom required to be observed by the Parent Guarantor
and its Subsidiaries (collectively, the “Anti-Terrorism Laws”), in each case, which could reasonably be expected to
have a Material Adverse Effect or except as described in the Parent Guarantor’s filings of Forms 10-K, 10-Q or 8-K. Neither the
Borrower, the Parent Guarantor nor any of its Subsidiaries is any of the following:


 






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(i)              a
Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;


 


(ii)             a
Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order;


 


(iii)            a
Person that is named as a “specially designated national and blocked person” on the most current list published by the OFAC
at its official website or any replacement website or other replacement official publication of such list; or


 


(iv)            to
the knowledge of the Parent Guarantor and the Borrower, a Person that is subject to any economic or financial sanctions or trade embargoes
imposed, administered or enforced from time to time by the European Union or Her Majesty’s Treasury of the United Kingdom required
to be observed by the Parent Guarantor and its Subsidiaries.


 


(b)              Neither
the Borrower, the Parent Guarantor nor any of its Subsidiaries (i) conducts any business or engages in making or receiving any contribution
of funds, goods or services to or for the benefit of a Person described in Section 3.12(a), (ii) deals in, or otherwise engages in any
transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires
to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in any Anti-Terrorism Law; provided that to the extent the foregoing representation pertains to Anti-Terrorism Laws
of the European Union or Her Majesty’s Treasury of the United Kingdom, such representation is made only to the knowledge of the
Parent Guarantor and Borrower.


 


(c)              The
Borrower, the Parent Guarantor and their respective Subsidiaries and, to the knowledge of the Borrower, each of their directors, officers
and employees is in compliance with the United States Foreign Corrupt Practices Act of 1977, except to the extent that failure to comply
would not reasonably be expected to have a Material Adverse Effect.


 


Section 3.13    Affected
Financial Institutions. No Obligor is an Affected Financial Institution.


 






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ARTICLE
IV


 


CONDITIONS


 


Section 4.01   Effective
Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 10.02):


 


(a)               The
Administrative Agent (or its counsel) shall have received on or before the date of this Agreement from each party hereto either (i) a
counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which
may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.


 


(b)               The
Administrative Agent (or its counsel) shall have received a Note executed by the Borrower in favor of each Lender that requested a Note
prior to the Closing Date in accordance with Section 2.08(e).


 


(c)               The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated
the date of this Agreement) of (i)  the general
counsel of the Parent Guarantor in substantially the form attached as Exhibit C-1, (ii)  Allen
& Overy, société en commandite simple, special Luxembourg counsel of the Borrower in substantially the form attached
as Exhibit C-2, (iii) Bär & Karrer AG, special Switzerland counsel of the Parent Guarantor, in substantially the form attached
as Exhibit C-3 and (iv) Weil Gotshal & Manges, LLP, special New York counsel of the Obligors in substantially the form attached as
Exhibit C-4.


 


(d)               The
Administrative Agent shall have received on or before the date of this Agreement certified copies of the charter, by-laws and other constitutive
documents of each Obligor and of resolutions of the Board of Directors of each Obligor authorizing the Transactions, together with incumbency
certificates dated the date of this Agreement evidencing the identity, authority and capacity of each Person authorized to execute and
deliver this Agreement, the other Loan Documents and any other documents to be delivered by such Obligor pursuant hereto, all in form
and substance reasonably satisfactory to the Administrative Agent and its counsel.


 


(e)                The
Administrative Agent shall have received (x) a certificate, dated the date of this Agreement and signed by a Responsible Officer, confirming
that (i) the representations and warranties of each Obligor set forth in Article III of this Agreement are true and correct and (ii)
no Default or Event of Default has occurred and is continuing and (y) a Solvency Certificate, dated the date of this Agreement and signed
and certified by the Chief Financial Officer of the Parent Guarantor.


 


(f)                The
Administrative Agent shall have received evidence reasonably satisfactory to it of the consent of CT Corporation System in New York,
New York to the appointment and designation provided by Section 10.09(d).


 


(g)               The
Administrative Agent shall have received payment of Upfront Fees for the account of each Lender pursuant to Section 2.10(a)(i).


 


(h)               The
Borrower shall have paid all fees required to be paid by it to the Administrative Agent, the Arrangers and the Lenders and, unless waived
by the Administrative Agent and the Arrangers, the Borrower shall have paid, to the extent invoiced and received by the Borrower prior
to the Closing Date, all legal fees and expenses of the Administrative Agent and the Arrangers required to be paid pursuant to the terms
of this Agreement.


 






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(i)                (i)
Upon the reasonable request of any Lender made at least five days prior to the Closing Date, the Borrower shall have provided to such
Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable
“know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case
at least three days prior to the Closing Date and (ii) at least three days prior to the Closing Date, if the Borrower or the Parent Guarantor
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower or Parent Guarantor, as applicable,
shall have delivered, to each Lender that so requests at least five days prior to the Closing Date, a Beneficial Ownership Certification
in relation to such Borrower or Parent Guarantor, as applicable.


 


The Administrative Agent shall (i) notify the
Borrower and the Lenders of the satisfaction of the conditions described in clauses (a) through (j) above on the Closing Date and (ii)
notify the Borrower and the Lenders of the Effective Date. Each such notice shall be conclusive and binding.


 


Section 4.02    Each
Borrowing. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation
of any Loan) is subject to the satisfaction (or waiver in accordance with Section 10.02) of the following conditions:


 


(a)             The
representations and warranties of the Obligors set forth in Article III of this Agreement (other than Sections 3.04 and 3.05(a)(i)) or
any other Loan Document, or which are contained in any certificate or notice delivered at any time by any Obligor under or in connection
herewith or therewith, shall be true and correct in all material respects (unless already qualified by materiality or Material Adverse
Effect, in which case they shall be true and correct in all respects) on and as of the date of such Borrowing, before and after giving
effect to such Borrowing, or if any such representation or warranty was made as of a specific date, such representation and warranty
was true and correct in all material respects on and as of such date.


 


(b)             At
the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing.


 


(c)             The
Borrower shall have delivered a Borrowing Request in accordance with Section 2.03.


 


(d)             In
the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency.


 


Each Borrowing Request shall be deemed to constitute
a representation and warranty by the Obligors on the date of such Borrowing Request and the date of the Borrowing requested thereunder
as to the matters specified in paragraphs (a) and (b) of this Section.


 


ARTICLE
V


 


COVENANTS


 


From and after the Closing
Date, until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable under
the Loan Documents shall have been paid in full, the Parent Guarantor (and the Borrower and each other Obligor, where applicable) covenants
and agrees with the Lenders that:


 


Section 5.01    Financial
Statements and Other Information. The Parent Guarantor will furnish to the Administrative Agent (which, except as otherwise provided
below with respect to subsections (a), (b) or (e), the Administrative Agent shall promptly furnish to each Lender):


 






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(a)               within
120 days after the end of each fiscal year of the Parent Guarantor, its audited Consolidated balance sheet and related statements of
operations, shareholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of
internationally recognized standing in a manner complying with the applicable rules and regulations promulgated by the SEC;


 


(b)               within
60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor, its Consolidated balance
sheet and the related statement of operations and cash flows for the then elapsed portion of the fiscal year, setting forth in each case
in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified as to GAAP (subject
to the absence of footnotes, audit and normal year-end adjustments), or if adopted by the Parent Guarantor for SEC reporting purposes,
IFRS, on behalf of the Parent Guarantor by the Chief Financial Officer or the chief accounting officer of the Parent Guarantor or a Responsible
Officer;


 


(c)               concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate on behalf of the Parent Guarantor signed by the
Chief Financial Officer or the chief accounting officer of the Parent Guarantor or a Responsible Officer (i) certifying as to whether
a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any
action taken or proposed to be taken with respect thereto, and (ii) setting forth reasonably detailed calculations demonstrating whether
the Parent Guarantor was in compliance with Section 5.09;


 


(d)               within
five Business Days after any Responsible Officer obtains knowledge of any Default or Event of Default, if such Default or Event of Default
is then continuing, a certificate on behalf of the Parent Guarantor signed by a Responsible Officer setting forth, in reasonable detail,
the nature thereof and the action which the Parent Guarantor is taking or proposes to take with respect thereto;


 


(e)               promptly
upon the filing thereof, copies of all final registration statements (other than the exhibits thereto and any registration statements
on Form S-8 or its equivalent), final reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and proxy statements which the Parent
Guarantor or the Borrower shall have filed with the SEC;


 


(f)                promptly
upon any Responsible Officer obtaining knowledge of the commencement of any Reportable Action, a certificate on behalf of the Parent
Guarantor specifying the nature of such Reportable Action and what action the Parent Guarantor is taking or proposes to take with respect
thereto;


 


(g)               from
time to time, upon reasonable notice, such other information regarding the financial position or business of the Parent Guarantor and
its Subsidiaries, or compliance with the terms of this Agreement, as any Lender through the Administrative Agent may reasonably request;
and


 


(h)                if
the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, upon any request in writing
therefor, documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial
Ownership Regulation.


 






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Information required to be delivered pursuant
to subsections (a), (b) or (e) above may be delivered electronically and if so delivered, shall be deemed to have been delivered on the
date (i) on which the Parent Guarantor posts such documents, or provides a link thereto on the Parent Guarantor’s website on the
Internet at www.te.com (or such other website as the Parent Guarantor may designate in a
writing delivered to the Administrative Agent), or at www.sec.gov; or (ii) on which such
documents are posted on the Parent Guarantor’s behalf, or delivered to the Administrative Agent by the Parent Guarantor in accordance
with Section 10.15.


 


Section 5.02    Existence;
Conduct of Business. The Parent Guarantor will:


 


(a)               not
engage in any material business other than the holding of stock and other investments in its Subsidiaries and activities reasonably related
thereto; and


 


(b)               preserve,
renew and keep in full force and effect, and will cause each Significant Subsidiary to preserve, renew and keep in full force and effect
(i) their respective legal existence and (ii) their respective rights, privileges and franchises necessary or desirable in the normal
conduct of business, unless in the case of either (x) the failure of the Parent Guarantor to comply with subclause (b)(ii) of this Section
5.02 or (y) the failure of a Significant Subsidiary to comply with clause (b) of this Section 5.02, such failure could not, based upon
the facts and circumstances existing at the time, reasonably be expected to have a Material Adverse Effect;


 


provided
that nothing in this Section 5.02 shall prohibit (x) any transaction permitted by Section 5.08 and (y) the Parent Guarantor or the Borrower
from reincorporating in any Permitted Jurisdiction, any state of the United States or the District of Columbia.


 


Section 5.03    Maintenance
of Properties; Insurance. The Parent Guarantor will, and will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with
financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by
and commercially available to companies engaged in the same or similar businesses operating in the same or similar locations, except
in the case of each of clause (a) and (b) to the extent that the failure to do so could not, based upon the facts and circumstances existing
at the time, reasonably be expected to have a Material Adverse Effect.


 


Section 5.04    Books
and Records; Inspection Rights. The Parent Guarantor will keep, and will cause each Consolidated Subsidiary to keep, proper books
of record and account in which true and correct entries shall be made of its business transactions and activities so that financial statements
of the Parent Guarantor that fairly present its business transactions and activities can be properly prepared in accordance with GAAP,
or IFRS, if adopted by the Parent Guarantor for SEC reporting purposes or upon the convergence of GAAP to IFRS. The Parent Guarantor
will, and will cause each Significant Subsidiary to, permit any representatives designated by the Administrative Agent or by any Lender
through the Administrative Agent, upon reasonable prior notice, at all reasonable times and as and to the extent permitted by applicable
law and regulation, and at the Administrative Agent’s or such Lender’s expense, to visit and inspect its properties, to examine
and make extracts from its books and records, and to discuss its affairs, finances, accounts and condition with its officers, employees
(in the presence of its officers) and independent accountants (in the presence of its officers); provided
that (i) such designated representatives shall be reasonably acceptable to the Borrower, shall agree to any reasonable confidentiality
obligations proposed by the Borrower, and shall follow the guidelines and procedures generally imposed upon like visitors to Borrower’s
facilities and (ii) unless a Default or Event of Default shall have occurred and be continuing, such visits and inspections shall be
conducted solely through the Administrative Agent and shall occur not more than once in any fiscal year.


 






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Section 5.05    Compliance
with Laws. The Parent Guarantor will, and will cause each Significant Subsidiary to, comply with all laws, rules, regulations and
orders of any Governmental Authority applicable to it or its property, except where the failure to do so could not, based upon the facts
and circumstances existing at the time, reasonably be expected to result in a Material Adverse Effect.


 


Section 5.06    Use
of Proceeds. The proceeds of each Borrowing made under this Agreement will be used by the Borrower for working capital, capital expenditures,
general corporate purposes and other lawful corporate purposes of the Borrower, including to repay other Debt of the Parent Guarantor
and its Subsidiaries, to consummate acquisitions and to repurchase equity. No part of the proceeds of any Loan will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and
X. The Borrower will not request any Borrowing, and the Borrower shall not, directly or indirectly, use or otherwise make available,
and the Parent Guarantor and the Borrower shall procure that its Subsidiaries and, to the knowledge of the Borrower and the Parent Guarantor,
its or their respective directors, officers and employees shall not, directly or indirectly, use or otherwise make available, the proceeds
of any Borrowing for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned
Person, or in any Sanctioned Country, except, in each case where such activities, business or transaction does not violate any applicable
Sanctions law required to be observed, or in any manner that would result in the violation of any Sanctions required to be observed by
any party hereto.


 


Section 5.07    Liens.
The Parent Guarantor will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, except:


 


(a)             any
Lien existing on any asset on the Closing Date;


 


(b)             any
Lien on any asset securing the payment of all or part of the purchase price of such asset upon the acquisition thereof by the Parent
Guarantor or a Subsidiary or securing Debt (including any obligation as lessee incurred under a capital lease) incurred or assumed by
the Parent Guarantor or a Subsidiary prior to, at the time of or within one year after such acquisition (or in the case of real property,
the completion of construction (including any improvements on an existing property) or the commencement of full operation of such asset
or property, whichever is later), which Debt is incurred or assumed for the purpose of financing all or part of the cost of acquiring
such asset or, in the case of real property, construction or improvements thereon; provided, that in the case of any such acquisition,
construction or improvement, the Lien shall not apply to any asset theretofore owned by the Parent Guarantor or a Subsidiary, other than
assets so acquired, constructed or improved;


 


(c)             any
Lien existing on any asset or Stock of any Person at the time such Person is merged or consolidated with or into the Parent Guarantor
or a Subsidiary which Lien was not created in contemplation of such event;


 


(d)             any
Lien existing on any asset at the time of acquisition thereof by the Parent Guarantor or a Subsidiary, which Lien was not created in
contemplation of such acquisition;


 


(e)             any
Lien arising out of the Refinancing of any Debt secured by any Lien permitted by any of the subsections (a) through (d) of this Section
5.07, provided that the principal amount of Debt is not increased (except as grossed-up for the customary fees and expenses incurred
in connection with such Refinancing and except as a result of the capitalization or accretion of interest) and is not secured by any
additional assets, except as provided in the last sentence of this Section 5.07;


 






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(f)              any
Lien to secure Intercompany Debt;


 


(g)             sales
of accounts receivable or promissory notes to factors or other third-parties in the ordinary course of business for purposes of collection;


 


(h)             any
Lien in favor of any country or any political subdivision of any country (or any department, agency or instrumentality thereof) securing
obligations arising in connection with partial, progress, advance or other payments pursuant to any contract, statute, rule or regulation
or securing obligations incurred for the purpose of financing all or any part of the purchase price (including the cost of installation
thereof or, in the case of real property, the cost of construction or improvement or installation of personal property thereon) of the
asset subject to such Lien (including, but not limited to, any Lien incurred in connection with pollution control, industrial revenue
or similar financings);


 


(i)            
Liens arising in the ordinary course of its business which (i) do not secure Debt, and (ii) do not in the aggregate materially
detract from the value of its assets or materially impair the use thereof in the operation of its business;


 


(j)             
any Lien securing only Nonrecourse Debt;


 


(k)             Liens
incurred and pledges or deposits in the ordinary course of business in connection with workers’ compensation, old age pensions,
unemployment insurance or other social security legislation, other than any Lien imposed by ERISA;


 


(l)              Liens
created pursuant to Permitted Securitization Transactions;


 


(m)            Liens
for taxes, assessments and governmental charges or levies which are not yet due or are payable without penalty or of which the amount,
applicability or validity is being contested by the Parent Guarantor or a Subsidiary whose property is subject thereto in good faith
by appropriate proceedings as to which adequate reserves are being maintained;


 


(n)              Liens
securing judgments that have not resulted in the occurrence of an Event of Default under clause (k) of Article VI; and


 


(o)             Liens
not otherwise permitted by the foregoing clauses (a) through (n) of this Section 5.07 securing Debt or other obligations (without duplication)
in an aggregate principal amount at any time outstanding not to exceed an amount equal to the greater of (i) $750,000,000 or (ii) 7.5%
of Consolidated Tangible Assets at such time.


 


It is understood that any
Lien permitted to exist on any asset pursuant to the foregoing provisions of this Section 5.07 may attach to the proceeds of such asset
and, with respect to Liens permitted pursuant to subsections (a), (b), (d), (e) (but only with respect to the Refinancing of Debt secured
by a Lien permitted pursuant to subsections (a), (b), or (d)) or (f) of this Section 5.07, may attach to an asset acquired in the ordinary
course of business as a replacement of such former asset.


 






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Section 5.08    Fundamental
Changes. No Obligor will consolidate, amalgamate or merge with or into any other Person or sell, lease or otherwise transfer all
or substantially all of the Consolidated assets of the Parent Guarantor and its Subsidiaries to any other Person (including, in each
case, pursuant to a Delaware LLC Division), unless


 


(a)               in
connection with any consolidation, amalgamation or merger involving the Parent Guarantor or the Borrower, the Parent Guarantor or the
Borrower, as applicable, is the surviving Person, or the Person (if other than the Parent Guarantor or the Borrower, as applicable) formed
by such consolidation or amalgamation or into which the Parent Borrower or the Borrower, as applicable, is merged or amalgamated, or
the Person which acquires by sale or other transfer, or which leases, all or substantially all of the assets of the Parent Guarantor
or the Borrower, as applicable (any such Person, the “Successor”), shall be organized and existing under the laws
of any Permitted Jurisdiction, any state of the United States or the District of Columbia and shall expressly assume, in a writing executed
and delivered to the Administrative Agent for delivery to each of the Lenders, in form reasonably satisfactory to the Administrative
Agent, the obligations under this Agreement and the other Loan Documents to be performed or observed by the Parent Guarantor or the Borrower,
as applicable, including, as applicable, the due and punctual payment of the principal of and interest on the Loans and/or the guarantee
of the obligations under the Loan Documents, as fully as if such Successor were originally named as the Parent Guarantor or the Borrower,
as applicable, in this Agreement or such other Loan Document; and


 


(i)              immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and


 


(ii)             the
Successor shall have delivered to the Administrative Agent a certificate on behalf of such Successor signed by a Responsible Officer
and an opinion of counsel, each stating that all conditions provided in this Section 5.08 relating to such transaction have been satisfied.


 


(b)               in
connection with any consolidation, amalgamation or merger involving any Obligor (other than the Parent Guarantor or the Borrower), such
Obligor or another Obligor is the surviving Person, or the Person (if other than an Obligor) formed by such consolidation or amalgamation
or into which such Obligor is merged or amalgamated, or the Person which acquires by sale or other transfer, or which leases, all or
substantially all of the assets of such Obligor, shall, simultaneously with the consummation of such transaction become an Obligor hereunder
in accordance with Section 5.12.


 


Upon the satisfaction (or waiver) of
the conditions set forth in Section 5.08(a), a Successor to the Borrower or the Parent Guarantor shall succeed, and may exercise every
right and power of, the Borrower or the Parent Guarantor under this Agreement and the other Loan Documents with the same effect as if
such Successor had been originally named as the Borrower or the Parent Guarantor herein, and the Borrower or the Parent Guarantor, as
the case may be, shall be relieved of and released from its obligations under this Agreement and the other Loan Documents.


 






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Section 5.09       Financial
Covenant.


 


The Parent Guarantor will
not permit, as of the last day of each fiscal quarter, the ratio of (x) Consolidated Total Debt at such time to (y) Consolidated EBITDA
for the then most recently concluded period of four consecutive fiscal quarters of the Parent Guarantor to exceed 3.75 to 1.00; provided
that, such maximum ratio of Consolidated Total Debt to Consolidated EBITDA shall step up by .50 (to 4.25: 1.00) for the fiscal quarter
during which a Qualified Acquisition has occurred, and for the three fiscal quarters immediately thereafter (the “Total Leverage
Ratio Step Up”); provided that, subsequent to any Total Leverage Ratio Step Up, the Borrower may designate another acquisition
as a Qualified Acquisition only if the maximum ratio of Consolidated Total Debt to Consolidated EBITDA required to be maintained pursuant
to this Section 5.09 has been 3.75 to 1.00 for at least two fiscal quarters.


 


Section 5.10       [Intentionally
Omitted].


 


Section 5.11       Transactions
with Affiliates. The Parent Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, pay any funds to or
for the account of, make any investment (whether by acquisition of Stock or indebtedness, by loan, advance, transfer of property, guarantee
or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise
dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise
or other joint arrangement with, any Affiliate (collectively, “Affiliate Transactions”); provided, however,
that the foregoing provisions of this Section 5.11 shall not prohibit the Parent Guarantor or any of its Subsidiaries from:


 


(i)                
engaging in any Affiliate Transaction between or among (x) the Parent Guarantor and any Subsidiary or Subsidiaries or (y) two
or more Subsidiaries,


 


(ii)              
declaring or paying any dividends and distributions on any shares of the Parent Guarantor’s Stock, including any dividend
or distribution payable in shares of the Parent Guarantor’s Stock or Stock Equivalents,


 


(iii)            
making any payments on account of the purchase, redemption, retirement or acquisition of (x) any shares of the Parent Guarantor’s
Stock or (y) any option, warrant or other right to acquire shares of the Parent Guarantor’s Stock, including any payment payable
in shares of the Parent Guarantor’s Stock or Stock Equivalents,


 


(iv)             
declaring or paying any dividends or distributions on Stock of any Subsidiary held by the Parent Guarantor or another Subsidiary,


 


(v)               
making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making
payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course
of business and on terms and conditions at least as favorable to the Parent Guarantor or such Subsidiary as the terms and conditions
which the Parent Guarantor would reasonably expect to be obtained in a similar transaction with a Person which is not an Affiliate at
such time,


 


(vi)             
making payments of principal, interest and premium on any Debt of the Parent Guarantor or such Subsidiary held by an Affiliate
if the terms of such Debt are at least as favorable to the Parent Guarantor or such Subsidiary as the terms which the Parent Guarantor
would reasonably expect to have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate,


 


(vii)           
participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate
if the Parent Guarantor or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than
the basis on which such Affiliate participates,


 






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(viii)         
 paying or granting reasonable compensation, indemnities, reimbursements and benefits to any director, officer, employee or agent
of the Parent Guarantor or any Subsidiary, or


 


(ix)             
engaging in any Affiliate Transaction not otherwise addressed in subsections (i) through (viii) of this Section 5.11, the terms
of which are not less favorable to the Parent Guarantor or such Subsidiary than those that the Parent Guarantor or such Subsidiary would
reasonably expect to be obtained in a comparable transaction in the same location at such time with a Person which is not an Affiliate.


 


Section 5.12       Subsidiary
Guarantors. The Borrower will cause each Subsidiary of the Parent Guarantor (other than the Borrower) that now or hereafter Guarantees
any Debt of the Borrower or any other Obligor for or in respect of borrowed money in an aggregate principal amount of $50,000,000 or
more (other than Debt of the Borrower or such other Obligor to any other Obligor) to promptly thereafter (and in any event within 30
days of executing such Guarantee) cause such Subsidiary to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative
Agent a Subsidiary Guaranty, and (b) deliver to the Administrative Agent (i) certified copies of the charter, by-laws and other constitutive
documents of such Subsidiary Guarantor and of resolutions of the Board of Directors (or other equivalent governing body) of such Subsidiary
Guarantor authorizing the Subsidiary Guaranty and the transactions contemplated therein, (ii) an incumbency certificate evidencing the
identity, authority and capacity of each Person authorized to execute and deliver the Subsidiary Guaranty and any other documents required
to be executed and delivered by such Subsidiary Guarantor, and (iii) favorable opinions of counsel to such Subsidiary (which shall cover,
among other things, the legality, validity, binding effect and enforceability of the Subsidiary Guaranty of such Subsidiary), all in
form, content and scope reasonably satisfactory to the Administrative Agent.


 


Section 5.13       Subsidiary
Debt. The Parent Guarantor will not at any time permit the aggregate outstanding principal amount of Debt of the Consolidated Subsidiaries
to exceed an amount equal to $750,000,000, provided that for purposes of this Section 5.13, “Debt” shall not include
(i) Permitted Acquired Debt of any Consolidated Subsidiary, (ii) Debt of any Consolidated Subsidiary (other than the Borrower) outstanding
as of the Closing Date and any Refinancings thereof not in excess of the principal amount thereof (except as grossed up for the customary
fees and expenses incurred in connection with such financing and except as a result of the capitalization or accretion of interest),
(iii) Debt of the Borrower, (iv) Debt of any Subsidiary Guarantor or (v) obligations under any Permitted Securitization Transaction,
to the extent otherwise constituting Debt.


 


ARTICLE VI


 


EVENTS OF DEFAULT


 


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


 


(a)             
the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due
date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)            
the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article) payable under this Agreement or the other Loan Documents, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of five Business Days;


 






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(c)               
 any representation or warranty made or deemed made by or on behalf of the Parent Guarantor, the Borrower or any Subsidiary in
or in connection with this Agreement or the other Loan Documents or any amendment or modification hereof or thereof or waiver hereunder
or thereunder, or in any report, certificate or financial statement furnished pursuant to or in connection with this Agreement or any
other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect
in any material respect when made or deemed made;


 


(d)               
either the Borrower or the Parent Guarantor shall fail to observe or perform any covenant, condition or agreement contained in
(i) Section 5.06, 5.07, 5.08, 5.10, 5.11, 5.12 or 5.13 and such failure shall not be remedied within five Business Days after any Responsible
Officer obtains knowledge thereof or (ii) Section 5.09;


 


(e)               
any Obligor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or the other Loan
Documents (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period
of 30 days after notice thereof from the Administrative Agent to the Borrower or Parent Guarantor (which notice will be given at the
request of any Lender);


 


(f)                
the Parent Guarantor, the Borrower or any Subsidiary shall fail to make any payment in respect of any Material Debt, when and
as the same shall become due and payable, and such failure shall continue beyond any applicable grace period (but in any event, in the
case of interest, fees or other amounts other than principal, for a period of at least five Business Days);


 


(g)               
any event or condition occurs that results in any Material Debt becoming due prior to its scheduled maturity; provided
that this clause (g) shall not apply to (i) any Debt of the Borrower or a Subsidiary that is purchased in the open market or directly
from holders of such Debt in the normal course of managing the Consolidated capital structure of the Parent Guarantor and such Debt is
cancelled by the Borrower or such Subsidiary immediately upon the settlement of such purchase, (ii) secured Debt that becomes due as
a result of the voluntary sale or transfer of the property or assets securing such Debt, (iii) any conversion, purchase, repurchase or
redemption of any Material Debt scheduled by the terms thereof to occur on a particular date, or as a result of any customary required
offer by the Parent Guarantor or any Subsidiary to purchase such Debt, such as upon a change of control, (iv) any conversion of any Material
Debt initiated by a holder thereof pursuant to the terms thereof or any optional prepayment, repurchase or redemption of any Material
Debt, in each case not subject to any contingent event or condition related to the creditworthiness, financial performance or financial
condition of the Parent Guarantor or any Subsidiary, (v) any repurchase or redemption of any Material Debt pursuant to any put option
exercised by the holder of such Material Debt; provided that such put option is exercisable at times specified in the terms of
the Material Debt and not by its terms solely as a result of any contingent event or condition related to the creditworthiness, financial
performance or financial condition of the Parent Guarantor or the applicable Subsidiaries, or (vi) the cancellation and resulting payment
of any amounts outstanding under any credit or similar facility of an acquired Subsidiary, which was outstanding prior to such acquisition,
and not created in contemplation of such acquisition, other than as a result of a default under any such facility occurring after, and
not in connection with, such acquisition;


 






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(h)               
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, winding up, reorganization
or other relief in respect of the Parent Guarantor, the Borrower or any Significant Subsidiary or its debts, or of a substantial part
of its assets, under any bankruptcy, insolvency, receivership or similar law of any jurisdiction now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Parent Guarantor, the Borrower or
any Significant Subsidiary or for a substantial part of its respective assets, and, in any such case, such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;


 


(i)                
the Parent Guarantor, the Borrower or any Significant Subsidiary shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, winding up, reorganization or other relief under any bankruptcy, insolvency, receivership or similar law of any
jurisdiction now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Parent Guarantor, the Borrower or any Significant Subsidiary or for
a substantial part of its respective assets, (iv) file an answer admitting the material allegations of a petition filed against it in
any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting
any of the foregoing;


 


(j)                
the Parent Guarantor, the Borrower or any Significant Subsidiary shall admit in writing its inability or fail generally to pay
its debts as they become due;


 


(k)               
one or more judgments or orders for the payment of money in an aggregate amount in excess of $250,000,000 (after deducting amounts
covered by insurance, except to the extent that the insurer providing such insurance has declined such coverage or indemnification) shall
be rendered against the Parent Guarantor, the Borrower or any Subsidiary or any combination thereof and, within 60 days after entry thereof,
such judgment or order is not discharged or execution thereof stayed pending appeal, or within 60 days after the expiration of any such
stay, such judgment or order is not discharged;


 


(l)                
an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably
be expected to result in a Material Adverse Effect;


 


(m)             
(x) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended)
shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under said Act) of 40% or more of the
outstanding shares of common stock of the Parent Guarantor; or (y) on the last day of any period of twelve consecutive calendar months,
a majority of members of the board of directors of the Parent Guarantor shall no longer be composed of individuals (i) who were members
of said board of directors on the first day of such twelve consecutive calendar month period or (ii) whose election or nomination to
said board of directors was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination
at least a majority of said board of directors;


 


(n)               
any Loan Document shall cease to be valid and enforceable against any Obligor or Subsidiary Guarantor party thereto (except for
the termination of a Subsidiary Guaranty in accordance with its terms), or any Obligor or Subsidiary Guarantor shall so assert in writing;
or


 






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(o)       the
Borrower (or any permitted successor pursuant to Section 5.08(a)) shall cease to be a Wholly-Owned Consolidated Subsidiary of the Parent
Guarantor;


 


then, and in every such event (other than an
event described in clause (h) or (i) of this Article with respect to the Borrower or the Parent Guarantor), and at any time thereafter
during the continuance of such event, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments,
and thereupon the Commitments shall terminate immediately, and (ii) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately
due and payable, and thereupon the principal amount of all such outstanding Loans together with all such interest and other amounts so
declared to be due and payable, shall become due and payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Obligors; and in case of any event described in clause (h) or (i) of this Article
with respect to the Borrower or the Parent Guarantor, the Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued under any Loan Document,
shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived by the Obligors.


 


ARTICLE VII


 


THE ADMINISTRATIVE AGENT


 


Each of the Lenders hereby
irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf
and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as
are reasonably incidental thereto.


 


The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Parent Guarantor or any Subsidiary or other Affiliate thereof
as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.


 






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The Administrative Agent
shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a)
the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default
has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required
to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for in Section 10.02); provided that the Administrative Agent shall not be required to take any action that, in its opinion or
the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to this Agreement, the other Loan Documents
or applicable law, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to the Parent Guarantor or any of its Subsidiaries or any of their
respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates
in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent
shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.02) or (ii) in the absence of its own
gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default
unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender
and the Administrative 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 this Agreement or the other Loan Documents, (ii) the contents of any certificate, report
or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements
or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement or any other agreement, instrument or document or (v) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent.


 


The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its
terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to
such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.
The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.


 


The Administrative Agent
may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents appointed
by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights
and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent
and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.


 






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The Administrative Agent
may at any time give notice of its resignation to the Lenders and the Borrower, and, if the Person serving as the Administrative Agent
is a Defaulting Lender pursuant to clause (c) of the definition thereof, the Required Lenders may, to the extent permitted by applicable
law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent. Upon receipt of any such notice
of resignation, or upon the election to remove the Administrative Agent pursuant to the foregoing, the Required Lenders shall have the
right, subject to the consent of the Borrower unless an Event of Default has occurred and is continuing (which consent of the Borrower
shall not be unreasonably withheld, delayed or conditioned), to appoint a successor, which shall be a commercial bank with an office
in New York, New York, or an Affiliate of any such commercial bank with an office in New York, New York. If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative
Agent meeting the qualifications set forth above, provided that if the Administrative Agent shall notify the Borrower and the
Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the
other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative
Agent as provided for above in this paragraph. Any successor Administrative Agent shall be consented to by the Borrower at all times
other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, delayed or
conditioned). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor Administrative
Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative
Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder (if not already discharged
therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative
Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.03 shall continue
in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any
actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.


 


Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any
of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement or any related agreement or any document furnished
hereunder or thereunder.


 


The Lenders hereby irrevocably
authorize the Administrative Agent, at its option and in its discretion, to release (and to execute any documents and otherwise take
any action to evidence the release of) any Subsidiary Guarantor from its obligations under such Subsidiary Guarantor’s Subsidiary
Guaranty (i) if such Person ceases to exist or to be a Subsidiary (or substantially contemporaneously with such release will cease to
exist or to be a Subsidiary), in each case as a result of a transaction permitted hereunder, or (ii) otherwise in accordance with Section
4.06(b) of the relevant Subsidiary Guaranty.


 


Anything herein to the contrary
notwithstanding, none of the Co-Documentation Agents, Co-Syndication Agents, joint bookrunners or Arrangers listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement, except in its capacity, as applicable, as the Administrative
Agent or a Lender hereunder.


 






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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, and each other
Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any Guarantor,
that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of
Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans or the Commitments, (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’s entrance into, participation in, administration of and
performance of the Loans, the Commitments and this Agreement, (iii) (A) such Lender is an investment fund managed by a “Qualified
Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the
investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this
Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement
satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, 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 Commitments and this Agreement, or such other representation, warranty and covenant as may be agreed
in writing between the Administrative Agent, in its sole discretion, and such Lender.


 


In addition, unless either
(1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a 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 Agent, and each other
Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Guarantor,
that none of the Administrative Agent, or any other Arranger or any of their respective Affiliates is a fiduciary with respect to the
assets of such Lender involved in the Loans, the 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 to hereto or thereto).


 


Without limitation of any
other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender, whether
or not in respect of principal of the Loans then outstanding, accrued interest thereon and all fees and other obligations of the Borrower
accrued under any Loan Document due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such
event, each Lender receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand promptly,
but in no event later than one Business Day thereafter, the Rescindable Amount received by such Lender in Same Day Funds in the currency
so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding
the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation. Each Lender irrevocably waives any and all defenses, including
any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third
party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative
Agent shall inform each Lender promptly upon determining that any payment made to such Lender comprised, in whole or in part, a Rescindable
Amount.


 






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ARTICLE VIII




 


GUARANTEE


 


Section 8.01       The
Guarantee. The Parent Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment in cash when due
(whether at stated maturity, by mandatory prepayment, by acceleration or otherwise) of the principal of and interest on the Loans, the
Notes and all other amounts whatsoever at any time or from time to time payable or becoming payable under this Agreement or the other
Loan Documents. This is a continuing guarantee and a guarantee of payment and not merely of collection. Upon failure by the Borrower
to pay punctually any such amount when due as aforesaid, the Parent Guarantor shall forthwith on demand pay the amount not so paid at
the place and in the manner specified in this Agreement.


 


Section 8.02       Guarantee
Unconditional. The obligations of the Parent Guarantor hereunder shall be unconditional and absolute, and, without limiting the generality
of the foregoing, shall not be released, discharged or otherwise affected, at any time by:


 


(a)             
any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan
Document, by operation of law or otherwise;


 


(b)            
any modification or amendment of or supplement to any Loan Document;


 


(c)             
any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under
any Loan Document;


 


(d)            
any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or
other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of any other Guarantor
or the Borrower contained in any Loan Document;


 


(e)             
the existence of any claim, set-off or other rights which the Parent Guarantor may have at any time against the Borrower, the
Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that
nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;


 


(f)             
any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Document, or any provision of
applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place
specified herein, of any amount payable by it under any Loan Document; or


 


(g)            
any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person,
or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge
or defense of a guarantor or surety.


 


Section 8.03       Discharge
Only upon Payment in Full; Reimbursement in Certain Circumstances. The guarantee and other agreements in this Article VIII shall
remain in full force and effect until the Commitments shall have terminated and the principal of and interest on the Loans, the Notes
and all other amounts whatsoever payable by the Borrower under any Loan Document shall have been finally paid in full. If at any time
any payment of any such amount payable by the Borrower under any Loan Document is rescinded or must be otherwise restored or returned
upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Parent Guarantor’s obligations hereunder with
respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time.


 






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Section 8.04       Waiver
by the Guarantor. The Parent Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided
for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower or any other Person.


 


Section 8.05       Subrogation.
Upon making any payment hereunder with respect to the Borrower, the Parent Guarantor shall be subrogated to the rights of the payee against
the Borrower with respect to such payment; provided that the Parent Guarantor shall not enforce any payment by way of subrogation
until all amounts of principal of and interest on the Loans and all other amounts payable by the Borrower under any Loan Document has
been paid in full and the Commitments have been terminated.


 


Section 8.06       Stay
of Acceleration. In the event that acceleration of the time for payment of any amount payable by the Borrower under any Loan Document
is stayed upon insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration under the
terms of this Agreement shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Required Lenders.


 


Section 8.07       Payments.
All payments made by the Parent Guarantor pursuant to this Article VIII shall be made as provided under Section 2.13(a), and shall be
subject to the provisions of Section 9.05.


 


ARTICLE IX


 


YIELD PROTECTION, ILLEGALITY AND TAXES


 


Section 9.01       Alternate
Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing or a Borrowing of Alternative Currency
Term Rate Loans:


 


(a)               
the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable
means do not exist for ascertaining the Relevant Rate for such Interest Period with respect to a proposed Eurodollar Loan or Alternative
Currency Term Rate Loan; or


 


(b)               
the Administrative Agent is advised by the Required Lenders that the Relevant Rate for such Interest Period (together with any
amounts payable pursuant to Section 9.03 or 9.05) will not adequately and fairly reflect the cost to such Lenders of making or maintaining
their Loans included in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give notice
thereof to the Borrower and the Lenders by telephone or facsimile or electronic mail as promptly as practicable thereafter and, until
the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i)
any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing
or a Borrowing of Alternative Currency Term Rate Loans, as applicable, shall be ineffective, (ii) if any Borrowing Request requests a
Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing and (iii) any outstanding affected Alternative Currency Term Rate
Loans, at the Borrower’s election, shall either (1) be converted into an ABR Borrowing denominated in Dollars in the Dollar Equivalent
of the amount of such outstanding Alternative Currency Loan at the end of the applicable Interest Period or (2) be prepaid in full at
the end of the applicable Interest Period; provided that if no election is made by the Borrower by the last day of the current Interest
Period for the applicable Alternative Currency Term Rate Loan, the Borrower shall be deemed to have elected clause (1) above. In the
case of clause (b) above, during any such period of suspension each Lender shall, from time to time upon request from the Borrower, certify
its cost of funds for each Interest Period to the Borrower and the Administrative Agent as soon as practicable (but in any event not
later than 10 Business Days after any such request).


 






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Section 9.02    Illegality.
Notwithstanding any other provision of any Loan Document, if any Lender shall notify the Administrative Agent (and provide to the Borrower
an opinion of counsel to the effect) that the introduction of or any change in or in the interpretation of any law or regulation makes
it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Lender or its lending office for
Loans whose interest is determined by reference to a Relevant Rate to perform its obligations hereunder to make Eurodollar Loans or Alternative
Currency Loans or to fund or maintain Eurodollar Loans or Alternative Currency Loans hereunder, (i) each Eurodollar Loan of such Lender
will automatically, upon such demand, convert into an ABR Loan that bears interest at the rate set forth in Section 2.12(a), (ii) any
outstanding affected Alternative Currency Loans, at the Borrower’s election, shall either (1) be converted into an ABR Borrowing
denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case
of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term
Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable
Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Borrower (x) in the
case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Borrower of such notice
or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative
Currency Term Rate Loan, the Borrower shall be deemed to have elected clause (1) above and (iii) the obligation of such Lender to make
or continue, or to convert ABR Loans into, Eurodollar Loans or Alternative Currency Loans in the affected currency or currencies shall
be suspended until the Administrative Agent shall notify the Borrower and such Lender that the circumstances causing such suspension
no longer exist, and, with respect to Eurodollar Loans and Alternative Currency Loans, such Lender shall make the ABR Loans in the amount
(or Dollar Equivalent of the amount, if applicable) and on the dates that it would have been requested to make such Loans had no such
suspension been in effect.


 


Section 9.03    Increased Costs.


 


(a)       If any Change
in Law shall:


 


(i)                
impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for
the account of, or credit extended by, any Lender; or


 


(ii)              
impose on any Lender or the applicable interbank market any other condition affecting any Loan Document, Alternative Currency
Loans or Eurodollar Loans, in each case, made by such Lender;


 


and the result of any of the foregoing
has been to increase the cost to such Lender of making or maintaining any Eurodollar Loan or Alternative Currency Loan (or of maintaining
its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of
principal, interest or otherwise) (excluding any such increased costs or reduction in amount resulting from Taxes or Other Taxes, as
to which Section 9.05 shall govern), then from time to time within 30 days of written demand therefor (subject to Section 9.06) the Borrower
will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction
suffered.


 


(b)            
If any Lender determines that any Change in Law regarding capital requirements has the effect of reducing the rate of return on
such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of any Loan Document or
the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but
for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company
with respect to capital adequacy), then from time to time within 30 days of written demand therefor (subject to Section 9.06) the Borrower
will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any
such reduction suffered.


 


(c)             
At any time that any Lender is required to establish or maintain reserves in respect of its Eurodollar Loans under FRB Regulation
D, such Lender may require the Borrower to pay, contemporaneously with each payment of interest on a Eurodollar Loan made by such Lender,
additional interest on such Eurodollar Loan at a rate per annum determined by such Lender be sufficient to compensate it for the cost
to it of maintaining, or the reduction in its total return in respect of, such Eurodollar Loan, up to but not exceeding the excess of
(i) (A) the applicable LIBO Rate divided by (B) one minus the Eurodollar Reserve Percentage, minus (ii) the applicable LIBO Rate. Any
Lender wishing to require payment of such additional interest (x) shall so notify the Borrower and the Administrative Agent, in which
case such additional interest on the Eurodollar Loans of such Lender shall be payable to such Lender at the time and place indicated
at which interest otherwise is payable on such Eurodollar Loan, with respect to each Interest Period commencing at least three Business
Days after the giving of such notice and (y) shall notify the Borrower at least five Business Days prior to each date on which interest
is payable on the Eurodollar Loans of the amount then due it under this Section.


 






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(d)            
Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such
Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant
to this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender notifies the Borrower
of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor.


 


Section 9.04    Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan or Alternative Currency Term Rate Loan
other than on the last day of an Interest Period, relevant interest payment date or payment period, as applicable, applicable thereto
(including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan or Alternative Currency Term Rate Loan other
than on the last day of the Interest Period, relevant interest payment date or payment period, as applicable, applicable thereto, (c)
the failure to borrow, convert, continue or prepay any Eurodollar Loan or Alternative Currency Loan on the date specified in any oral
or written notice given pursuant hereto, (d) the failure by the Borrower to make payment of any Loan denominated in an Alternative Currency
on its scheduled due date or any payment thereof in a different currency or (e) the assignment of any Eurodollar Loan or Alternative
Currency Term Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 10.04(g), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable
to such event (including any loss or expense arising from the redeployment of funds obtained by it to maintain such Eurodollar Loan or
Alternative Currency Loan or from fees payable to terminate the deposits from which such funds were obtained, but excluding any loss
of anticipated profits) within 10 days of written demand therefor (subject to Section 9.06).


 


For purposes of calculating
amounts payable by the Borrower to the Lenders under this Section 9.04, (x) each Lender shall be deemed to have funded each Eurodollar
Loan made by such Lender at the LIBO Rate used in determining the LIBO Rate for such Loan by a matching deposit or other borrowing in
the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurodollar Loan
was in fact so funded and (y) each Lender shall be deemed to have funded each Alternative Currency Loan made by such Lender at the Alternative
Currency Term Rate or Alternative Currency Daily Rate, as applicable, for such Loan by a matching deposit or other borrowing in the offshore
interbank market for such currency for a comparable amount and for a comparable period, whether or not such Alternative Currency Loan
was in fact so funded.


 


Section 9.05    Taxes.


 


(a)            
Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made free and clear of
and without deduction for any Taxes; provided that if the Borrower shall be required to deduct any Taxes from such payments, then
(i) if such Taxes are Indemnified Taxes or Other Taxes the sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or applicable Lender
(as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with
applicable law.


 


(b)            
In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.


 


(c)            
The Borrower shall pay and indemnify, defend and hold harmless the Administrative Agent and each Lender within 30 days after written
demand therefor (subject to Section 9.06), for the full amount of any Indemnified Taxes or Other Taxes required to be paid by the Administrative
Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower under
any Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section)
and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes
or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. As soon as practicable after any
payment of any Taxes to a Governmental Authority by the Administrative Agent or such Lender pursuant to this Section 9.05, the Administrative
Agent or such Lender, as the case may be, shall deliver to the Borrower the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment or other evidence of such payment reasonably satisfactory to the Borrower.


 






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(d)            
Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that the Borrower or any Guarantor has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Borrower or any Guarantor to do so), (ii) any Taxes attributable
to such Lender’s failure to comply with the provisions of Section 10.04(e) relating to the maintenance of a Participant Register
and (iii) any Excluded Taxes attributable to such Lender, 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 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 any Loan Document or otherwise payable by the Administrative
Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).


 


(e)            
As soon as practicable after any payment of any Taxes by the Borrower to a Governmental Authority pursuant to this Section 9.05,
the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(f)             
Any Foreign Lender that is entitled to an exemption from or reduction of United States withholding tax with respect to payments
under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will
permit such payments to be made without withholding or at a reduced rate. Additionally, if a payment made to a Lender under any Loan
Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable
reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall
deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested
by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)
of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for
the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely
for purposes of this section (f), “FATCA” shall include any amendments made to FATCA after the Closing Date.


 


(g)            
If the Administrative Agent or a Lender determines, in its good faith judgment, that it has received a refund of any Taxes or
Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant
to this Section 9.05, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 9.05 with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent
or such Lender, agrees to repay the amount paid over to the Borrower (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 is required to
repay such refund to such Governmental Authority. This Section 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.


 


(h)       For
purposes of determining withholding Taxes imposed under FATCA, from and after the Closing Date, the Borrower and the Administrative Agent
shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a "grandfathered
obligation" within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 


Section 9.06    Matters
Applicable to all Requests for Compensation. If any Lender or the Administrative Agent is claiming compensation under Section 9.03,
9.04 or 9.05, it shall deliver to the Administrative Agent, who shall deliver to the Borrower contemporaneously with the demand for payment,
a certificate setting forth in reasonable detail the calculation of any additional amount or amounts to be paid to it hereunder and the
basis used to determine such amounts and such certificate shall be conclusive in the absence of manifest error. In determining such amount,
such Lender or the Administrative Agent may use any reasonable averaging and attribution methods. In any such certificate claiming compensation
under Section 9.03(b), such Lender shall certify that the claim for additional amounts referred to therein is generally consistent with
such Lender’s treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected
by the change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary
information therein. This Section 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.


 






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Section 9.07    Mitigation
Obligations. If any Lender requests compensation under Section 9.03 or submits notice pursuant to Section 9.02, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section
9.05, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender,
such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 9.03 or 9.05, as the case may be, in
the future, or permit such Lender to make Eurodollar Loans or Alternative Currency Loans, as applicable, and eliminate the need for any
notice to be submitted pursuant to Section 9.02, and (ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.


 


Section 9.08   Inability to Determine
Rates.


 


(a)       If
in connection with any request for a Eurodollar Loan or an Alternative Currency Loan or a conversion of ABR Loans to Eurodollar Loans
or a continuation of any of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive
absent manifest error) that (A) no Benchmark Replacement or Successor Rate, as applicable, for the Relevant Rate for the applicable Agreed
Currency has been determined in accordance with Section 9.08(b) or Section 9.08(c), as applicable, and the circumstances under clause
(i) of Section 9.08(b) or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable) or (B) adequate
and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any determination
date(s) or requested Interest Period, as applicable, with respect to a proposed Eurodollar Loan or an Alternative Currency Loan or in
connection with an existing or proposed ABR Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason
that the Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period or determination
date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly
so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Loans in the affected currencies,
as applicable, or to convert ABR Loans to Eurodollar Loans, shall be suspended in each case to the extent of the affected Alternative
Currency Loans or Interest Period or determination date(s), as applicable, and (y) in the event of a determination described in the preceding
sentence with respect to the LIBO Rate component of the Alternate Base Rate, the utilization of the LIBO Rate component in determining
the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required
Lenders described in clause (ii) of this Section 9.08(a), until the Administrative Agent upon instruction of the Required Lenders) revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, or conversion to Eurodollar
Loans, or Borrowing of, or a continuation of Alternative Currency Loans to the extent of the affected Alternative Currency Loans or Interest
Period or determination date(s), as applicable or, failing that, will be deemed to have converted such request into a request for a Borrowing
of ABR Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (B) any outstanding affected Alternative
Currency Loans, at the Borrower’s election, shall either (1) be converted into a Borrowing of ABR Loans denominated in Dollars
in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency
Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan, or (2) be prepaid
in full immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case
of an Alternative Currency Term Rate Loan; provided  that if no election is made by the Borrower (x) in the case of an Alternative
Currency Daily Rate Loan, by the date that is three (3) Business Days after receipt by the Borrower of such notice or (y) in the case
of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term
Rate Loan, the Borrower shall be deemed to have elected clause (1) above.


 


(b)       Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, (x) for purposes of this Section 9.08(b), the term “Agreed
Currency” shall not include Dollars and (y) if the Administrative Agent determines (which determination shall be conclusive absent
manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy
to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:


 


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


 


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


 


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


 






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or
if the events or circumstances of the type described in Section 9.08(b)(i), (ii) or (iii) have occurred with respect to any applicable
Successor Rate (as defined below) then in effect, then, the Administrative Agent and the Borrower may amend this Agreement solely for
the purpose of replacing the Relevant Rate for an Agreed Currency or any then current Successor Rate for an Agreed Currency in accordance
with this Section 9.08(b) with an alternative benchmark rate giving due consideration to any evolving or then existing convention for
similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such alternative benchmarks,
and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then
existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such
benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the
Administrative Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate, including
for the avoidance of doubt, any adjustment thereto, a “Successor Rate”), and any such amendment shall become effective
at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the
Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice
that such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Borrower
and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice;
provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor
Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein,
if at any time any Successor Rate as so determined would otherwise be less than zero percent (0%), the Successor Rate will be deemed
to be zero percent (0%) for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor
Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the
contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any
further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the
Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly
after such amendment becomes effective.


 


(c)       Notwithstanding
anything to the contrary in this Agreement or any other Loan Document, with respect to any Loans or Borrowings denominated in Dollars:


 


(i)       On
March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”),
announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month,
3-month, 6-month and 12-month Dollar LIBOR tenor settings. On the earliest of (A) the date that all Available Tenors of Dollar LIBOR
have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication
of information to be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in,
if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any
Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further
action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily SOFR, all interest
payments will be payable on a quarterly basis.


 


(ii)              
(x) Upon (A) the occurrence of a Benchmark Transition Event or (B) a determination by the Administrative Agent that neither of
the alternatives under clause (1) of the definition of Benchmark Replacement are available, the Benchmark Replacement will replace the
then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m.
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
(and any such objection shall be conclusive and binding absent manifest error); provided that solely in the event that the then-current
Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined
in accordance with clause (1) of the definition of Benchmark Replacement unless the Administrative Agent determines that neither of such
alternative rates is available.


 






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(y)       On the Early
Opt-in Effective Date in respect of an Other Rate Early Opt-in, the Benchmark Replacement will replace LIBOR for all purposes hereunder
and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment
to, or further action or consent of any other party to this Agreement or any other Loan Document.


 


(iii)            
At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark
or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement
or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended
to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or
continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s
receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower
will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During the period referenced
in the foregoing sentence, the component of Alternate Base Rate based upon the Benchmark will not be used in any determination of the
Alternate Base Rate.


 


(iv)             
In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right
to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other
Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action
or consent of any other party to this Agreement.


 


(v)          
 The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement
and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by
the Administrative Agent pursuant to this Section 9.08(c), 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, will
be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto,
except, in each case, as expressly required pursuant to this Section 9.08(c).


 


(vi)          
At any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is
a term rate (including Term SOFR or LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable
or non-representative for Benchmark (including Benchmark Replacement) settings and (B) the Administrative Agent may reinstate any such
previously removed tenor for Benchmark (including Benchmark Replacement) settings.


 






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ARTICLE X


 


MISCELLANEOUS


Section 10.01    Notices.


 


(a)       Except
in the case of notices and other communications expressly permitted to be given by telephone or by other means of communication (and
subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail, as follows:


 


	(i)           	if to the Borrower
	 
	 	Tyco Electronics Group S.A.
	 	46 Place Guillaume II
	 	L-1648 Luxembourg
	 	Attn: EMEA Regional Treasurer
	 	Tel: +352 46-43-40-358
	 	Fax: +352 46-43-51
	 	email: treasury-americas@te.com
	 
	 	with copies to:
	 
	 	TE Connectivity Corporation
	 	1050 Westlakes Drive
	 	Berwyn, PA 19312
	 	Attn: Senior Vice President and Treasurer
	 	Tel: 610-893-9440
	 	Fax: 610-893-9494
	 
	 	TE Connectivity Corporation
 1050 Westlakes Drive
	 	Berwyn, PA 19312
	 	Attn: Executive Vice President and General Counsel
	 	Tel: 610-893-9600
	 	Fax: 610-893-9695
	 
	(ii)         	if to the Parent Guarantor
	 
	 	TE Connectivity Ltd.
	 	Mühlenstrasse 26
	 	CH-8200 Schaffhausen, Switzerland
	 	Attention: Executive Vice President and General Counsel
	 	Tel: +352 46-43-40-358
	 	Fax: +352 46-43-51




 






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(iii)        
if to the Administrative Agent, to its applicable address set forth on Schedule 10.01; and


 


(iv)        
if to any other Lender, to it at its address (or facsimile number or electronic mail address or telephone number) set forth on
Schedule 10.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party to this Agreement or to such other address,
facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower and the
Administrative Agent.


 


(b)            
Notices and other communications to the Administrative Agent and the Lenders hereunder may be delivered or furnished by electronic
communications. In addition to provisions of this Agreement expressly specifying that notices and other commitments may be delivered
telephonically or electronically, each of the Administrative Agent or the Borrower may, in its discretion, agree to accept notices and
other communications to it hereunder by electronic communications; provided that approval of such procedures may be limited to
particular notices or communications.


 


(c)             
Any party hereto may change its address or facsimile number or electronic mail address for notices and other communications hereunder
by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.


 


(d)            
The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Requests
and Interest Election Requests) purportedly given by or on behalf of the Borrower.


 


Section 10.02     Waivers; Amendments.


 


(a)       No
failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a
right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Obligor therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent
or any Lender may have had notice or knowledge of such Default or Event of Default at the time.


 






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(b)       No
Loan Document or any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered
into by the Obligors party thereto and the Required Lenders or by the Obligors party thereto and the Administrative Agent with the consent
of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent
of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender directly affected thereby, (iii) postpone the scheduled date of payment of the principal amount
of any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone
the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change
Section 2.13(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of
each Lender, (v) increase the maximum duration of any Interest Period beyond six months without the consent of each Lender, (vi) release
the Parent Guarantor from its obligations under Article VIII or any Subsidiary Guarantor which is a Significant Subsidiary from its obligations
under its Subsidiary Guaranty other than as permitted pursuant to Article VII or Section 4.06(b) of the relevant Subsidiary Guaranty,
in each case without the written consent of each Lender, (vii) change any of the provisions of this Section or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (viii) amend
Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender; provided further
that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under any Loan Document
without the prior written consent of the Administrative Agent; provided further that the amendments contemplated by Section 9.08 may
be effected in the manner contemplated therein.


 


(c)       Notwithstanding
anything to the contrary herein (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting
Lender and (y) any amendment, waiver or consent hereunder that seeks to reduce the rate of interest on any Loans or reduce any fees payable
hereunder shall require the consent of each Defaulting Lender directly affected thereby, other than a Defaulting Lender under clause
(a) of the definition thereof and (ii) this Section 10.02(c) shall not be amended without the consent of each Lender (including each
Defaulting Lender).


 


Section 10.03      Expenses; Indemnity;
Damage Waiver.


 


(a)       The
Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent, the Arrangers and their Affiliates,
including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication
of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement
and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof and thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), and (ii) while a Default or Event of Default has occurred and is continuing, all
out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including reasonable fees, charges and disbursements of
counsel in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses
incurred during any workout, or restructuring negotiations in respect of such Loans.


 






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(b)       The
Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or prospective claim,
litigation, investigation or proceeding (whether based on contract, tort or any other theory and regardless of whether any Indemnitee
is a party thereto) relating to (A) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument
contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an
Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations
hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (B) any Loan or the use of the proceeds
therefrom or (C) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent
Guarantor or any of its Subsidiaries, or any Environmental Liability related in any way to the Parent Guarantor or any of its Subsidiaries;
provided that (x) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses have resulted from (1) the gross negligence or willful misconduct of such Indemnitee, (2) such Indemnitee’s
material breach of its obligations under this Agreement or any other Loan Document or (3) disputes solely among Lenders and/or other
Indemnitees not arising from or in connection with any act or omission by the Borrower or any of its Affiliates (other than any proceedings
against any Person in its capacity or in fulfilling its role as the Administrative Agent or an Arranger or other similar role under this
Agreement, in each case of clauses (1) and (2) above, as determined by a court of competent jurisdiction by final and nonappealable judgment
and (y) in the case of legal fees and expenses, such indemnity shall be limited to one counsel for all Indemnitees taken as a whole and,
solely in the case of a conflict of interest (as reasonably determined or perceived by the affected Indemnitees), one additional counsel
for all affected Indemnitees (or similarly situated affected Indemnitees), in either case taken as a whole (and, if determined by the
Administrative Agent to be reasonably necessary, of one local counsel in any relevant jurisdiction for all Indemnitees, taken as a whole,
and, solely in the case of a conflict of interest (as reasonably determined or perceived by the affected Indemnitees), one additional
local counsel for all affected Indemnitees (or similarly affected Indemnitees), in either case taken as a whole). If any claim, litigation,
investigation or proceeding is asserted against any Indemnitee, such Indemnitee shall, to the extent permitted by applicable law or regulation
in the opinion of its counsel, notify the Borrower as soon as reasonably practicable, but the failure to so promptly notify the Borrower
shall not affect the Borrower’s obligations under this Section. If requested by the Borrower in writing, such Indemnitee shall
make reasonable good faith efforts to contest the validity, applicability and amount of such claim, litigation, investigation or proceeding
and, except to the extent prohibited by applicable law or regulations or as would otherwise be unreasonable in the circumstances or contrary
to the internal policies of the Indemnitee as generally applied, shall permit the Borrower to participate in such contest. Any Indemnitee
that proposes to settle or compromise any claim, litigation, investigation or proceeding for which the Borrower may be liable for payment
of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance
of settling or compromising such claim or proceeding and shall obtain the Borrower’s prior written consent (not to be unreasonably
withheld, delayed or conditioned); for the avoidance of doubt, the Borrower shall not be required to indemnify any Indemnitee in connection
with an claim, litigation, investigation or proceeding settled without the Borrower’s prior written consent (not to be unreasonably
withheld, delayed or conditioned), but, if settled with the Borrower’s prior written consent or if there is a final judgment in
any such suit, litigation or proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee from and against any and
all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 10.03(b).
Without limiting the provisions of Section 9.05, this Section 10.03(b) shall not apply with respect to Taxes other than any Taxes that
represent losses, claims, damages, etc. arising from any non-Tax claim.


 






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(c)      
To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Related Party
thereof under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or such Related Party,
as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought and as if there were no Defaulting Lenders) of such unpaid amount; provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such, or against any Related Party acting for the Administrative Agent in connection with such
capacity.


 


(d)      
To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement or any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) 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 this Agreement or the other Loan Documents
or the Transactions, except to the extent arising from the gross negligence or willful misconduct of such Indemnitee or its Related Parties,
as determined by a court of competent jurisdiction by final and nonappealable judgment.


 


(e)       
All amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor.


 


(f)       
To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender may be unenforceable
because it is violative of any law or public policy, the Parent Guarantor and the Borrower shall make the maximum contribution to the
payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.


 






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Section 10.04
     Successors and Assigns.


 


(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 hereby, except that (i) other than as contemplated by Section 5.08, neither the Parent Guarantor nor the Borrower
may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent
and each Lender (and any attempted assignment or transfer by the Parent Guarantor or 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.
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent, and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.


 


(b)      
(i)       Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees (other than the Parent Guarantor, the Borrower, any of their respective Affiliates or subsidiaries, or a natural
Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans
at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) of:


 


(A)             
the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of
a Lender, an Approved Fund or, if an Event of Default under clause (a), (b), (h), (i) or (j) of Article VI has occurred and is continuing,
any other Person (other than a natural person); provided further that the Borrower shall be deemed to have consented to any assignment
unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice
thereof; and


 


(B)             
the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to a
Lender, an Affiliate of a Lender or for an assignment by a Lender to an Approved Fund with respect to such Lender.


 


(ii)       Assignments
shall be subject to the following additional conditions:


 


(A)              except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment, and
the amount of the Commitment or Loans of the assigning Lender remaining after each such assignment (in each case determined as of the
date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent), in each case shall not
be less than $10,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (each such consent not to be unreasonably
withheld or delayed), provided that no such consent of the Borrower shall be required if an Event of Default under clause (a),
(b), (h), (i) or (j) of Article VI has occurred and is continuing;


 






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(B)             
 each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement; and


 


(C)             
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic
settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall
pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion
of the Administrative Agent).


 


For the purposes
of this Section 10.04(b), the term “Approved Fund” has the following meaning:


 


“Approved
Fund” means any Person (other than the Parent Guarantor, the Borrower, any of their respective Affiliates or subsidiaries,
or a natural person) that is (or will be) 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; provided, that any such Person that is, or would
at the time of the relevant assignment constitute, a Defaulting Lender, shall not constitute an “Approved Fund” for purposes
of this definition.


 


(iii)     
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, 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 Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption 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 9.03, 9.04, 9.05 and 10.03).
Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender, and the Note theretofore held by
the assignor Lender shall be returned to the Borrower in exchange for a new Note, payable to the assignee Lender and reflecting its retained
interest (if any) hereunder. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section 10.04 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 Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent
and the Lenders may 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 Register shall be available for inspection by the Borrower and
any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 






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(v)       Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the processing and recordation
fee referred to in paragraph (b)(ii) of this Section and any written consent to such assignment required by paragraph (b)(i) of this
Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register.
No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.


 


(c)      
(i)      Any Lender may, without the consent of, or notice to, the Borrower or the Administrative Agent,
sell participations to any Person (other than a natural Person or the Parent Guarantor, the Borrower or any of their respective Affiliates
or subsidiaries) (each a “Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the 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 and (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. Any agreement or instrument pursuant
to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and
to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described
in the first proviso to Section 10.02(b) that affects such Participant. Subject to paragraph (d) of this Section, the Borrower agrees
that each Participant shall be entitled to the benefits of Sections 9.03, 9.04 and 9.05 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant agrees to be subject
to the provisions of Sections 2.13(c) and 9.07 as if it were an assignee under paragraph (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.13(c) as though it were a Lender.


 


(d)      
A Participant shall not be entitled to receive any greater payment under Sections 9.03 or 9.05 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender
shall not be entitled to the benefits of Section 9.05 unless the Borrower is notified of the participation sold to such Participant and
such Participant agrees, for the benefit of the Borrower, to comply with Section 9.05(e) as though it were a Lender.


 


(e)       
Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the applicable Borrower,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Commitment or Loans or other obligations under this Agreement (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any person except to
the extent that such disclosure is necessary to establish that such commitment, advance or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the 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 the contrary.


 






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(f)       
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including
under its Note, if any) to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations
to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.


 


(g)      
If (w) any Lender requests compensation under Section 9.03 in an amount in excess of a de minimis amount in excess of that being
requested by the other Lenders, (x) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority
for the account of any Lender pursuant to Section 9.05 in an amount in excess of a de minimis amount in excess of that being paid to,
or in respect of, the other Lenders, (y) if any Lender is a Defaulting Lender or (z) if any Lender refuses to consent to any amendment
or waiver under this Agreement which pursuant to the terms of Section 10.02 requires the consent of all Lenders or all affected Lenders
and with respect to which the Required Lenders shall have granted their consent, then the Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained above in Section 10.04), all its interests, rights and obligations under this Agreement
to an assignee (that is not a Defaulting Lender) that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) such assigning Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (ii) in the
case of any such assignment resulting from a claim for compensation under Section 9.03 or payments required to be made pursuant to Section
9.05, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.


 


(h)       
Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a
special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and
the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise
be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to
fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting
Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant
to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations
of the Borrower under this Agreement (including its obligations under Section 9.03), (ii) no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes,
including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record
hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall
survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such
SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State
thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the
Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive
payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating
to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement
to such SPC.


 






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(i)         Notwithstanding
anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the Loans
owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security
for such obligations or securities, provided that unless and until such trustee actually becomes a Lender in compliance with the
other provisions of this Section 10.04, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan
Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though
such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.


 


Section 10.05     Survival.
All covenants, agreements, representations and warranties made by the Obligors herein and in the other Loan Documents and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement or the other Loan Documents shall be considered to have
been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans,
regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit
is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement or the other Loan Documents is outstanding and unpaid and so long as the Commitments
have not expired or terminated. The provisions of Sections 9.03, 9.04, 9.05 and 10.03 and Article VII shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof.


 


Section 10.06      Integration;
Effectiveness. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject
matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof or thereof. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document,
the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the
Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document
was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any
party, but rather in accordance with the fair meaning thereof. Except as provided in Section 4.01, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.


 






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Section 10.07      Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity
and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 10.08     Right
of Setoff. If an Event of Default shall have occurred and be continuing, upon the making of the request, or the granting of the consent,
if required under Article VI to authorize the Administrative Agent to declare the Loans due and payable or, in the case of an Event of
Default under clauses (h) or (i) of Article VI upon the Loans becoming due and payable automatically, each Lender and each of its Affiliates
is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations
(in whatever currency) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or the Parent
Guarantor against any and all of the obligations of the Borrower or the Parent Guarantor now or hereafter existing under this Agreement
or the other Loan Documents to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement
or any other Loan Document and although such obligations of the Borrower or the Parent Guarantor may be contingent or unmatured or are
owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness.
The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights
of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly
after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff
and application.


 


Section 10.09      Governing Law;
Jurisdiction; Consent to Service of Process.


 


(a)       
This Agreement and the Notes shall be governed by, and construed in accordance with, the law of the State of New York.


 


(b)      
Each Obligor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of
New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other
Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any
action or proceeding relating to this Agreement or any other Loan Document against the Obligors or their respective properties in the
courts of any jurisdiction.


 






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(c)       
 Each Obligor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


(d)       
Each Obligor hereby irrevocably designates and appoints CT Corporation System, having an office on the date hereof at 28 Liberty
St., 42nd Floor, New York, New York 10005 as its authorized agent, to accept and acknowledge on its behalf, service of any
and all process which may be served in any suit, action or proceeding of the nature referred to in paragraph (b) hereof in any Federal
or New York State court sitting in New York City. Each Obligor represents and warrants that such agent has agreed in writing to accept
such appointment and that a true copy of such designation and acceptance has been delivered to the Administrative Agent. If such agent
shall cease so to act, each Obligor covenants and agrees to designate irrevocably and appoint without delay another such agent satisfactory
to the Administrative Agent and to deliver promptly to the Administrative Agent evidence in writing of such other agent’s acceptance
of such appointment.


 


(e)       
Each Lender and the Administrative Agent irrevocably consents to service of process in the manner provided for notices in Section
10.01.


 


(f)       
Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in
any other manner permitted by law.


 


Section
10.10   Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 


Section
10.11      Waiver of Immunities. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IF ANY OBLIGOR HAS OR HEREAFTER
MAY ACQUIRE ANY IMMUNITY (SOVEREIGN OR OTHERWISE) FROM ANY LEGAL ACTION, SUIT OR PROCEEDING, FROM JURISDICTION OF ANY COURT OR FROM SET-OFF
OR ANY LEGAL PROCESS (WHETHER SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF JUDGMENT, EXECUTION
OF JUDGMENT OR OTHERWISE) WITH RESPECT TO ITSELF OR ANY OF ITS PROPERTY, SUCH OBLIGOR HEREBY IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. EACH OBLIGOR AGREES THAT THE WAIVERS
SET FORTH ABOVE SHALL BE TO THE FULLEST EXTENT PERMITTED UNDER THE FOREIGN SOVEREIGN IMMUNITIES ACT OF 1976 OF THE UNITED STATES OF AMERICA
AND ARE INTENDED TO BE IRREVOCABLE AND NOT SUBJECT TO WITHDRAWAL FOR PURPOSES OF SUCH ACT.


 






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Section 10.12      
Judgment Currency. If, under any applicable law and whether pursuant to a judgment being made or registered against any Obligor or
for any other reason, any payment under or in connection with this Agreement or any other Loan Document, is made or satisfied in a currency
(the “Other Currency”) other than that in which the relevant payment is due (the “Required Currency”)
then, to the extent that the payment (when converted into the Required Currency at the rate of exchange on the date of payment or, if
it is not practicable for the party entitled thereto (the “Payee”) to purchase the Required Currency with the Other
Currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so) actually received by
the Payee falls short of the amount due under the terms of this Agreement or any other Loan Document, such Obligor shall, to the extent
permitted by law, as a separate and independent obligation, indemnify and hold harmless the Payee against the amount of such shortfall.
For the purpose of this Section, “rate of exchange” means the rate at which the Payee is able on the relevant date
to purchase the Required Currency with the Other Currency and shall take into account any premium and other costs of exchange.


 


Section 10.13     
Headings. Article and Section headings and the Table of Contents used herein and in the other Loan Documents are for convenience
of reference only, are not part of this Agreement or any other Loan Document and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement or any other Loan Document.


 


Section 10.14      Confidentiality.
Each of the Administrative Agent and the Lenders shall maintain the confidentiality of the Information (as defined below) and shall not
use the Information except for purposes relating directly to this Agreement, the other Loan Documents and the Transactions, except that
Information may be disclosed by the Administrative Agent and the Lenders (a) to their and their Affiliates’ directors, officers,
employees and agents whom they determine need to know such Information in connection with matters relating directly to this Agreement,
the other Loan Documents and the Transactions, including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential and the Administrative Agent or the applicable Lenders shall be responsible for breach of this Section by any such Person
to whom it disclosed such Information), (b) to the extent requested by any governmental authority or regulatory agency (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws
or regulations or upon order of any court or administrative agency of competent jurisdiction, to the extent required by such order and
not effectively stayed on appeal or otherwise, or as otherwise required by law; provided that in the case of any intended disclosure
under this clause (c), the recipient thereof shall (unless otherwise required by applicable law) give the Parent Guarantor not less than
five Business Days’ prior notice (or such shorter period as may, in the good faith discretion of the recipient, be reasonable under
the circumstances or may be required by any court or agency under the circumstances), specifying the Information involved and stating
such recipient’s intention to disclose such Information (including the manner and extent of such disclosure) in order to allow
the Parent Guarantor an opportunity to seek an appropriate protective order, (d) to any other party hereto, (e) in connection with the
exercise of any remedies under this Agreement, any other Loan Document or any action or proceeding relating to this Agreement or any
other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement in writing to be bound by the provisions
of this Section (and of which the Parent Guarantor shall be a third party beneficiary) or in the case of a repurchase arrangement (“repo
transaction”) subject to an arrangement to be bound by provisions at least as restrictive as this Section, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any
other Loan Document or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the written consent of the Borrower referencing this Section 10.14, (h) on a confidential
basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect
to the credit facilities hereunder, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach
of this Section, a breach of another confidentiality agreement to which the Administrative Agent or such Lender is a party or any other
legal or fiduciary obligation of the Administrative Agent or such Lender or (y) becomes available to the Administrative Agent or any
Lender on a nonconfidential basis from a source other than the Borrower or (j) to any credit insurance provider relating to the Borrower
and its obligations. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information
about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative
Agent, Arrangers and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.
For purposes of this Section, “Information” means all information received from or on behalf of any Obligor or Subsidiary
Guarantor relating to any Obligor or any Subsidiary Guarantor or any of their respective businesses, other than any such information
that the Administrative Agent or any Lender proves is available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by any Obligor or any Subsidiary Guarantor from a source which is not, to the knowledge of the recipient, prohibited
from disclosing such information by a confidentiality agreement or other legal or fiduciary obligation to the Obligors or Subsidiary
Guarantors. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have
complied with its obligation to do so if such Person has taken normal and reasonable precautions and exercised due care to maintain the
confidentiality of such Information. In addition to other remedies, the Obligors shall be entitled to specific performance and injunctive
and other equitable relief for breach of this Section 10.14.


 






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Section 10.15      Electronic
Communications


 


(a)             
Each Obligor hereby agrees that except to the extent provided in clause (i) of the final sentence of Section 5.01, it will provide
to the Administrative Agent all information, documents or other materials that it is obligated to furnish to the Administrative Agent
pursuant to this Agreement or any other Loan Document, including, without limitation, all notices, requests, financial statements, financial
and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for
a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest
period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement or any other Loan Document
prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default, (iv) is required to be delivered to satisfy
any condition precedent to the effectiveness of this Agreement and/or any Borrowing hereunder or (v) initiates or responds to legal process
(all such non-excluded information being referred to herein collectively as the “Borrower Communications”) by transmitting
the Borrower Communications in an electronic/soft medium (provided such Borrower Communications contain any required signatures)
in a format acceptable to the Administrative Agent to its applicable e-mail address set forth on Schedule 10.01 (or such other e-mail
address designated by the Administrative Agent from time to time).


 


(b)            
Each party hereto agrees that the Administrative Agent may make the Borrower Communications available to the Lenders by posting
the Borrower Communications on IntraLinks or another relevant website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) (the “Platform”).
Nothing in this Section 10.15 shall prejudice the right of the Administrative Agent to make the Borrower Communications available to
the Lenders in any other manner specified in this Agreement.


 






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(c)       Each
Obligor hereby acknowledges that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive
material non-public information with respect to Obligors or their securities) (each, a “Public Lender”). The Obligors
hereby agree that (i) Borrower Communications that are to be made available on the Platform to Public Lenders shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first
page thereof, (ii) by marking Borrower Communications “PUBLIC,” each Obligor shall be deemed to have authorized the Administrative
Agent and the Lenders to treat such Borrower Communications as either publicly available information or not material information (although
it may be sensitive and proprietary) with respect to the Obligors or their securities for purposes of United States Federal and state
securities laws, (iii) all Borrower Communications marked “PUBLIC” are permitted to be made available through a portion of
the Platform designated “Public Lender,” and (iv) the Administrative Agent shall be entitled to treat any Borrower Communications
that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public
Lender.”


 


(d)       Each
Lender agrees that e-mail notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in the
next paragraph) specifying that Borrower Communications have been posted to the Platform shall constitute effective delivery of such
Borrower Communications to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent in writing
(including by electronic communication) from time to time to ensure that the Administrative Agent has on record an effective e-mail address
for such Lender to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to
such e-mail address.


 


(e)       Each
party hereto agrees that any electronic communication referred to in this Section 10.15 shall be deemed delivered upon the posting of
a record of such communication (properly addressed to such party at the e-mail address provided to the Administrative Agent) as “sent”
in the e-mail system of the sending party or, in the case of any such communication to the Administrative Agent, upon the posting of
a record of such communication as “received” in the e-mail system of the Administrative Agent; provided that if such
communication is not so received by any party during the normal business hours of the Administrative Agent, such communication shall
be deemed delivered at the opening of business on the next Business Day for the Administrative Agent.


 


(f)       Each
party hereto acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such distribution, (ii) the Borrower Communications and the Platform are provided
“as is” and “as available,” (iii) none of the Administrative Agent, its affiliates nor any of their respective
officers, directors, employees, agents, advisors or representatives (collectively, the “Agent Parties”) warrants the
adequacy, accuracy or completeness of the Borrower Communications or the Platform , and each Agent Party expressly disclaims liability
for errors or omissions in any Borrower Communications or the Platform, and (iv) no warranty of any kind, express, implied or statutory,
including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights
or freedom from viruses or other code defects, is made by any Agent Party in connection with any Borrower Communications or the Platform.


 






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Section 10.16       USA
PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies the Obligors that pursuant to the requirements of the USA PATRIOT ACT (Title III of Pub.
Law 107-56 (signed into law October 26, 2001) (as amended from time to time, the “Act”), it is required to obtain,
verify and record information that identifies the Obligors, which information includes the name and address of the Obligors and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify the Obligors in accordance with the Act.


 


Section 10.17      
Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to
be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum
Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining
whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather
than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or
unequal parts the total amount of interest throughout the contemplated term of the obligations hereunder.


 


Section 10.18      No
Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph,
the “Lenders”), may have economic interests that conflict with those of the Obligors, their stockholders and/or their
affiliates. Each Obligor agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency
relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Obligor, its stockholders or its affiliates,
on the other. The Obligors acknowledge and agree 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 the Lenders, on the one hand,
and the Obligors, 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 any Obligor, 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 any Obligor, its stockholders or its Affiliates on other matters) or any other obligation
to any Obligor 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 any Obligor, its management, stockholders, creditors or any other Person. Each Obligor acknowledges
and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible
for making its own independent judgment with respect to such transactions and the process leading thereto. Each Obligor 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 such Obligor,
in connection with such transaction or the process leading thereto.


 






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Section 10.19     Electronic
Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications
required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Obligors
and each of the Administrative Agent and each Lender agrees that any Electronic Signature on or associated with any Communication shall
be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic
Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with
the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in
as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one
and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or
acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format),
or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative
Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic
Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business,
and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall
be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding
anything contained herein to the contrary, the Administrative Agent is not under any obligation to accept an Electronic Signature in
any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further,
without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative
Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Obligor
and/or any Lender without further verification and (b) upon the request of the Administrative Agent or any Lender through the Administrative
Agent, any Electronic Signature shall be promptly followed by such manually executed counterpart.


 


The Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection
with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic
means). The Administrative Agent shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or
any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website
posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed
by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth
in the Loan Documents for being the maker thereof).


 


Each of the Obligors and
each Lender hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement,
any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document, and (ii) waives
any claim against the Administrative Agent, each Lender and each Related Party for any liabilities arising solely from the Administrative
Agent’s and/or any Lender’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of
the failure of the Obligors to use any available security measures in connection with the execution, delivery or transmission of any
Electronic Signature.


 


Section 10.20     
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 Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may
be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


(a)       the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any Lender that is an Affected Financial Institution; and


 






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(b)       the
effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)             a
reduction in full or in part or cancellation of any such liability;


 


(ii)            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 or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Loan Document; or


 


(iii)           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.


 


Section 10.21       Amendment
and Restatement. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after
the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations
owing to the lenders or the administrative agent under the Existing Credit Agreement based on facts or events occurring or existing prior
to the execution and delivery of this Agreement. The parties hereto agree that, on the Closing Date, the following shall be deemed to
occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and
restated in its entirety pursuant to this Agreement; (b) the loans and any other obligations under the Existing Credit Agreement outstanding
on the Closing Date shall in all respects be continuing and be deemed to obligations outstanding hereunder; and (c) all references in
the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties
hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made in accordance
with Section 10.02 of the Existing Credit Agreement. All loans and other obligations of the Borrower and Guarantors outstanding
as of the Closing Date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding
facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers
of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Closing
Date, reflect the Commitments of the Lenders hereunder.


 


Section 10.22     
Acknowledgement Regarding Any Supported QFCs . To the extent that the Loan Documents provide support, through a guarantee or otherwise,
for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and
each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power
of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other
state of the United States):


 


(a)       In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that
might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event
affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 






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(b)       As
used in this Section 10.22, the following terms have the following meanings:


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such party.


 


“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 382.2(b).


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


[Signature pages omitted]


 






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