Exhibit 10.1


 


Execution Version


 


$1,250,000,000


  


CREDIT AGREEMENT


Dated as of November 9, 2022

among

EQT CORPORATION,

as the Borrower,


 


PNC
BANK, NATIONAL ASSOCIATION,

as Administrative Agent

and

The Other Lenders Party Hereto


 


RBC CAPITAL MARKETS, LLC1


and

MIZUHO BANK, LTD


as


Co-Syndication Agents


 


BANK OF AMERICA, N.A.,


BARCLAYS BANK PLC,


CITIBANK, N.A.,


JPMORGAN CHASE BANK, N.A.,


MUFG
BANK, LTD.

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as

Co-Documentation Agents


 


RBC CAPITAL MARKETS, LLC,

PNC CAPITAL MARKETS LLC,

MIZUHO BANK, LTD,


BANK OF AMERICA, N.A.,


BARCLAYS BANK PLC,


CITIBANK, N.A.,


JPMORGAN CHASE BANK, N.A.,


MUFG BANK, LTD.


and

WELLS FARGO SECURITIES, LLC

as

Joint Lead Arrangers


 


RBC CAPITAL MARKETS, LLC,

PNC CAPITAL MARKETS LLC


and

MIZUHO BANK, LTD,


as

Joint Book Runners


 





 






1 RBC Capital Markets is a brand name
for the capital markets business of Royal Bank of Canada and its affiliates.


 






    


     


    

 


TABLE
OF CONTENTS


 


	Article I DEFINITIONS AND ACCOUNTING TERMS	1






		1.01	Defined
                                            Terms	1





		1.02	Other
                                            Interpretive Provisions	26





		1.03	Accounting
                                            Terms	27





		1.04	Rounding	27





		1.05	References
                                            to Agreements and Laws	27





		1.06	Times
                                            of Day	27





		1.07	Reserved	27





		1.08	Benchmark
                                            Notification	27





		1.09	Divisions	27
	 	 	 	 





	Article II THE COMMITMENTS AND BORROWINGS	28






		2.01	Committed
                                            Loans	28





		2.02	Borrowings,
                                            Conversions and Continuations of Committed Loans	28





		2.03	Reserved	29





		2.04	Reserved	29





		2.05	Prepayments	29





		2.06	Termination
                                            or Reduction of Commitments	30





		2.07	Repayment
                                            of Loans	30





		2.08	Interest	30





		2.09	Fees	31





		2.10	Computation
                                            of Interest and Fees	31





		2.11	Evidence
                                            of Debt	32





		2.12	Payments
                                            Generally	32





		2.13	Sharing
                                            of Payments	33





		2.14	[Reserved]	33





		2.15	[Reserved]	33





		2.16	Defaulting
                                            Lenders	33
	 	 	 	 





	Article III TAXES, YIELD PROTECTION AND ILLEGALITY	34






		3.01	Taxes	34





		3.02	Illegality	38





		3.03	Inability
                                            to Determine Rates; Benchmark Replacement Setting	38





		3.04	Increased
                                            Cost and Reduced Return; Capital Adequacy	43





		3.05	Funding
                                            Losses	44





		3.06	Matters
                                            Applicable to all Requests for Compensation	45





		3.07	Survival	45
	 	 	 	 





	Article IV CONDITIONS PRECEDENT TO CLOSING DATE AND FUNDING DATE	45






		4.01	Conditions
                                            of Closing Date. The occurrence of the Closing Date is subject to satisfaction of the following
                                            conditions precedent:	45





		4.02	Conditions
                                            to the Funding Date	46
	 	 	 	 





	Article V REPRESENTATIONS AND WARRANTIES	47






		5.01	Corporate
                                            Existence and Power	47





		5.02	Corporate
                                            and Governmental Authorization; No Contravention	47



		5.03	Binding
                                            Effect	47





		5.04	Financial
                                            Information	47





		5.05	Litigation	48



 






    


     


    

 




		5.06	Compliance
                                            with ERISA	48





		5.07	Environmental
                                            Matters	48





		5.08	Taxes	48





		5.09	Subsidiaries	49





		5.10	Regulatory
                                            Restrictions on Borrowing; Margin Regulations	49





		5.11	Full
                                            Disclosure	49





		5.12	Anti-Money
                                            Laundering/International Trade Law Compliance	49





		5.13	Compliance
                                            with FCPA	50





		5.14	Affected
                                            Financial Institutions	50





		5.15	Certificate
                                            of Beneficial Ownership	50
	 	 	 	 





	Article VI AFFIRMATIVE COVENANTS	50






		6.01	Information.
                                            The Borrower will deliver to the Administrative Agent and each Lender:	50





		6.02	Payment
                                            of Taxes	53





		6.03	Maintenance
                                            of Property; Insurance	53





		6.04	Conduct
                                            of Business and Maintenance of Existence	53





		6.05	Compliance
                                            with Laws	54





		6.06	Inspection
                                            of Property, Books and Records	54





		6.07	Use
                                            of Proceeds	54





		6.08	Governmental
                                            Approvals and Filings	54





		6.09	Anti-Money
                                            Laundering/International Trade Law Compliance	54





		6.10	Certificate
                                            of Beneficial Ownership and Other Additional Information	55
	 	 	 	 





	Article VII NEGATIVE COVENANTS	55






		7.01	Liens	55





		7.02	Debt
                                            to Total Capital	57





		7.03	Transactions
                                            with Affiliates	57





		7.04	[Reserved]	57





		7.05	Mergers
                                            and Sales of Assets	57





		7.06	Change
                                            in Nature of Business	57





		7.07	Use
                                            of Proceeds	57





		7.08	Subsidiary
                                            Debt	58





		7.09	Unrestricted
                                            JV Entities	58
	 	 	 	 





	Article VIII EVENTS OF DEFAULT AND REMEDIES	59






		8.01	Events
                                            of Default	59





		8.02	Remedies
                                            Upon Event of Default	61





		8.03	Application
                                            of Funds	61
	 	 	 	 





	Article IX ADMINISTRATIVE AGENT	62






		9.01	Appointment
                                            and Authorization of Administrative Agent	62





		9.02	Rights
                                            as a Lender	62





		9.03	Exculpatory
                                            Provisions	62





		9.04	Reliance
                                            by Administrative Agent	63





		9.05	Indemnification
                                            of Administrative Agent	64





		9.06	Delegation
                                            of Duties	64





		9.07	Resignation
                                            of Administrative Agent	64





		9.08	Non-Reliance
                                            on Administrative Agent and Other Lenders	65





		9.09	No
                                            Other Duties, Etc.	65





		9.10	Administrative
                                            Agent May File Proofs of Claim	65





 






    


     


    

 


		9.11	No
                                            Reliance on Administrative Agent’s Customer Identification Program	66





		9.12	Recovery
                                            of Erroneous Payments	66





		9.13	Certain
                                            ERISA Matters	69
	 	 	 	 





	Article X MISCELLANEOUS	70






		10.01	Amendments,
                                            Etc.	70





		10.02	Notices;
                                            Effectiveness; Electronic Communication	71





		10.03	No
                                            Waiver; Cumulative Remedies	72





		10.04	Attorney
                                            Costs, Expenses and Taxes	73





		10.05	Indemnification;
                                            Damage Waiver	73





		10.06	Payments
                                            Set Aside	74





		10.07	Successors
                                            and Assigns	75





		10.08	Confidentiality	80





		10.09	Set-off	81





		10.10	Interest
                                            Rate Limitation	81





		10.11	Counterparts	81





		10.12	Integration	81





		10.13	Survival
                                            of Representations and Warranties	82





		10.14	Severability	82





		10.15	Acknowledgement
                                            and Consent to Bail-In of Affected Financial Institutions	82





		10.16	Mitigation
                                            Obligations; Replacement of Lenders	83





		10.17	Governing
                                            Law	84





		10.18	No
                                            Advisory or Fiduciary Responsibility	84





		10.19	Waiver
                                            of Right to Trial by Jury	85





		10.20	USA
                                            PATRIOT Act Notice	85





		10.21	Reserved	86





		10.22	Acknowledgement
                                            Regarding Any Supported QFCs	86





		10.23	ENTIRE
                                            AGREEMENT	86







 






    


     


    

 


SCHEDULES


 


		1.01A	Closing Date
                                            Excluded Subsidiaries





		1.01B	Closing Date
                                            Unrestricted JV Entities





		2.01	Commitments and
                                            Pro Rata Shares





		10.02	Administrative
                                            Agent’s Office, Certain Addresses for Notices



 


EXHIBITS


 


	 	Form of	 




 


		A	Committed Loan Notice



		B	Note



		C	Compliance Certificate



		D	Assignment and Assumption



		E-1:	Form of U.S. Tax Compliance
                                            Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)






		E-2:	Form of U.S. Tax Compliance
                                            Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax
                                            Purposes)






		E-3:	Form of U.S. Tax Compliance
                                            Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes)






		E-4:	Form of
                                            U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal
                                            Income Tax Purposes)






		F:	Solvency Certificate



 






    


     


    

 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT (“Agreement”)
is entered into as of November 9, 2022, among EQT CORPORATION, a Pennsylvania corporation (the “Borrower”), each
lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
PNC Bank, National Association, as Administrative Agent.


 


The Borrower has requested
that the Lenders make term loans to the Borrower in an aggregate amount of up to $1,250,000,000.


 


The Lenders have agreed to
make such term loans to the Borrower on the terms and conditions set forth herein.


 


In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


Article I


DEFINITIONS AND ACCOUNTING TERMS


 


1.01            Defined
Terms. As used in this Agreement, the following terms shall have the meanings set forth
below:


 


“Acquisition”
means the acquisition by EQT Production Company, a Pennsylvania corporation (the “Buyer”), or one or more of the Buyer’s
designated subsidiaries, of all of the issued and outstanding membership interests of THQ Appalachia I Midco, LLC, a Delaware limited
liability company (“THQ Midco”) and THQ-XcL Holdings I Midco, LLC, a Delaware limited liability company (“XcL
Midco”), pursuant to that certain Purchase Agreement dated as of September 6, 2022 by and among the Buyer, the Borrower,
as buyer parent, THQ Appalachia I, LLC, a Delaware limited liability company (“Upstream Seller”), THQ-XcL Holdings
I, LLC, a Delaware limited liability company (“Midstream Seller”, and together with Upstream Seller, the “Sellers”
and each, a “Seller”), THQ Midco, XcL Midco, TH Exploration, LLC, a Texas limited liability company, TH Exploration
II, LLC, a Texas limited liability company, TH Exploration III, LLC, a Texas limited liability company, TH Exploration IV, LLC, a Texas
limited liability company, THQ Marketing, LLC, a Texas limited liability company, High Road Minerals, LLC, a Delaware limited liability
company, High Road Operating, LLC, a Delaware limited liability company, High Road Midstream, LLC, a Delaware limited liability company,
XcL Midstream, LLC, a Delaware limited liability company, XcL Processing, LLC, a Delaware limited liability company, XcL Midstream Operating,
LLC, a Delaware limited liability company and XcL Processing Operating, LLC, a Delaware limited liability company (the “Acquisition
Agreement”).


 


“Acquisition Agreement”
has the meaning specified in the definition of Acquisition.


 


“Administrative
Agent” means PNC Bank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative
agent.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule
10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.


 






    


     


    

 


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


 


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


 


“Affiliate”
means, with respect to any 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.


 


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


 


“Agent-Related Persons”
means the Administrative Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of
such Persons and Affiliates.


 


“Aggregate Commitments”
means the Commitments of all the Lenders.


 


“Agreement”
means this Credit Agreement.


 


“Anti-Terrorism
Laws” shall mean any Laws applicable to the Borrower or its Subsidiaries relating to terrorism, trade sanctions programs and
embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced
pursuant to such Laws, all as amended, supplemented or replaced from time to time.


 


“Applicable Rate”
means, from time to time, the following percentages per annum (set forth in basis points), based upon the Public Debt Ratings as set
forth below:


 


	Pricing


    Level	Public
    Debt Ratings

 S&P/Moody’ s/F 

itch	Commitment

    Fee
	Term
    SOFR Rate/Daily

 Simple 

SOFR Loans	Base

    Rate

	1	A-/A3/A-
    or higher	10.0
    bps	100.0
    bps	0.0
    bps
	2	BBB+/Baal/BBB+	12.5
    bps	112.5
    bps	12.5
    bps
	3	BBB/Baa2/BBB	15.0
    bps	125.0
    bps	25.0
    bps
	4	BBB-/Baa3/BBB-	20.0
    bps	150.0
    bps	50.0
    bps
	5	BB+/Bal/BB+	25.0
    bps	175.0
    bps	75.0
    bps
	6	BB/Ba2/BB	30.0
    bps	200.0
    bps	100.0
    bps
	7	BB-/Ba3/BB-
    or lower	35.0
    bps	225.0
    bps	125.0
    bps


 


For purposes of this definition,
 “Public Debt Ratings” means a rating to be based on the Borrower’s long-term senior unsecured non-credit enhanced
debt ratings (“Senior Unsecured Ratings”) established by S&P, Moody’s, and Fitch. If at any time there is
a split in Senior Unsecured Ratings among S&P, Moody’s, and Fitch and (a) two Senior Unsecured Ratings are equal and higher
than the third Senior Unsecured Rating, the higher Senior Unsecured Ratings will apply, (b) two Senior Unsecured Ratings are equal
and lower than the third Senior Unsecured Rating, the lower Senior Unsecured Ratings will apply, or (c) no Senior Unsecured Ratings
are equal, the intermediate Senior Unsecured Rating will apply. In the event that the Borrower shall maintain Senior Unsecured Ratings
from only two of S&P, Moody’s, or Fitch, and there is a split in such Senior Unsecured Ratings, (i) in the event of a
single level split, the higher Senior Unsecured Rating (i.e. the lower pricing) will apply and (ii) in the event of a multiple level
split, the pricing will be based on the rating one level lower than the higher of the two. If only S&P, Moody’s, or Fitch issues
a rating then such rating shall apply. In the event that the Borrower’s senior unsecured long-term debt is not rated by any of
S&P, Moody’s or Fitch, then the Applicable Rate shall be calculated at Pricing Level 7.


 






    2


     


    

 


Each change in the Applicable
Rate resulting from a publicly announced change in the Public Debt Ratings shall be effective during the period commencing on the date
of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.


 


“Approved Fund”
has the meaning specified in Section 10.07(h).


 


“Arranger”
means each of RBC Capital Markets, LLC, PNC Capital Markets LLC, Mizuho Bank, Ltd, Bank of America, N.A., Barclays Bank PLC, Citibank,
N.A., JPMorgan Chase Bank, N.A., MUFG Bank, Ltd. and Wells Fargo Securities, LLC each in their capacity as joint lead arrangers.


 


“Assignee Group”
means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment
advisor.


 


“Assignment and
Assumption” means an Assignment and Assumption substantially in the form of Exhibit D.


 


“Attorney Costs”
means all reasonable and documented out-of-pocket fees, expenses and disbursements of any law firm or other external counsel.


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31,
2021 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year
of the Borrower and its Subsidiaries, including the notes thereto.


 


“Authorizations”
means all filings, recordings, and registrations with, and all validations or exemptions, approvals, orders, authorizations, consents,
franchises, licenses, certificates, and permits from, any Governmental Authority.


 


“Availability Period”
means the period from and including the Closing Date to the Commitment Termination Time.


 


“Available Tenor”
has the meaning given such term in Section 3.03(b).


 


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


 






    3


     


    

 


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


 


“Bankruptcy Event”
shall have the meaning given to such term in the definition of “Defaulting Lender”.


 


“Base Rate”
means, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the Overnight Bank Funding Rate, plus
0.5%, (b) the Prime Rate, and (c) Daily Simple SOFR, plus the SOFR Adjustment, plus 1.00%, so long as Daily Simple
SOFR is offered, ascertainable and not unlawful; provided, however, if the Base Rate as determined above would be less than 1.00%,
then such rate shall be deemed to be 1.00%. Any change in the Base Rate (or any component thereof) shall take effect at the opening of
business on the day such change occurs. Notwithstanding anything to the contrary contained herein, in the case of any event specified
in Section 3.02, Section 3.03(a) or Section 3.04, to the extent any such determination affects
the calculation of Base Rate, the definition hereof shall be calculated without reference to clause (c) until the circumstances
giving rise to such event no longer exist.


 


“Base
Rate Committed Loan” means a Committed Loan that bears interest based on the Base Rate.


 


“Base Rate Loan”
means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.


 


“Base Rate Option”
means the option of the Borrower to have Loans bear interest at the rate and under the terms specified in Section 2.02(a) as
a Base Rate Loan.


 


“Benchmark”
has the meaning given such term in Section 3.03(b).


 


“Benchmark Replacement”
has the meaning given such term in Section 3.03(b).


 


“Benchmark Replacement
Adjustment” has the meaning specified in Section 3.03(b).


 


“Benchmark Replacement
Date” has the meaning specified in Section 3.03(b).


 


“Benchmark Transition
Event” has the meaning specified in Section 3.03(b).


 


“Benchmark Unavailability
Period” has the meaning specified in Section 3.03(b).


 






    4


     


    

 


“Beneficial Owner”
means each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of the Borrower’s
equity; and (b) a single individual with significant responsibility to control, manage, or direct the Borrower.


  


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


 


“Benefit Arrangement”
means, at any time, an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer
Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.


 


“BHC Act Affiliate”
has the meaning specified in Section 10.22.


 


“Borrower”
has the meaning specified in the introductory paragraph hereto.


 


“Borrower Materials”
has the meaning specified in Section 6.01.


 


“Borrowing”
means a Committed Borrowing.


 


“Business Day”
means any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed, or
are in fact closed, for business in the state where the Administrative Agent’s Office is located; provided that, when used
in connection with an amount that bears interest at a rate based on SOFR or any direct or indirect calculation or determination of SOFR,
the term “Business Day” means any such day that is also a U.S. Government Securities Business Day.


 


“Certificate of
Beneficial Ownership” means a certificate in form and substance acceptable to the Administrative Agent (as amended or modified
by the Administrative Agent from time to time in its sole discretion), certifying, to the extent required under the Beneficial Ownership
Regulations, among other things, the Beneficial Owner of the Borrower.


 


“Change in Law”
means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes
a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by
any Governmental Authority; 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.


 


“Change of Control”
means, with respect to any Person, an event or series of events by which any “person” or “group” (as such terms
are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit
plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator
of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person
or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or
only after the passage of time), directly or indirectly, of 50% or more of the equity securities of such Person entitled to vote for
members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any option right).


 






    5


     


    

  


“CIP Regulations”
has the meaning specified in Section 9.11.


 


“Closing Date”
means November 9, 2022, which is the first date all the conditions precedent in Section 4.01 are satisfied or waived
in accordance with Section 4.01 (or, in the case of Section 4.01(b), waived by the Person entitled to receive
the applicable payment).


 


“Code”
means the Internal Revenue Code of 1986.


 


“Commitment”
means, as to each Lender, its obligation to make Committed Loans to the Borrower pursuant to Section 2.01, in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement.


 


“Commitment Termination
Time” means the earliest of (i) immediately following the funding of any Borrowing on the Funding Date, (ii) immediately
following the consummation of the Acquisition, regardless of whether the Funding Date has occurred and (iii) the termination of
the Acquisition Agreement on the Termination Date (as defined in the Acquisition Agreement as in effect on the Closing Date).


 


“Committed Borrowing”
means a Borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Term SOFR Rate Loans, having the same
Interest Period made by each of the Lenders pursuant to Section 2.01.


 


“Committed Loan”
has the meaning specified in Section 2.01.


 


“Committed Loan
Notice” means a notice of (a) a Borrowing of Committed Loans, (b) a conversion of Committed Loans from one Type to
the other, or (c) a continuation of Term SOFR Rate Loans, pursuant to Section 2.02(a), which shall be substantially
in the form of Exhibit A.


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit C.


 






    6


     


    

 



 


“Conforming Changes”
means, with respect to the Term SOFR Rate, Daily Simple SOFR or any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition
of “Interest Period,” the definition of “U.S. Government Securities Business Day,” timing and frequency of determining
rates and making payments of interest, 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 (in consultation with the Borrower) decides may be appropriate to reflect the adoption and implementation
of the Term SOFR Rate, Daily Simple SOFR or 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 (in consultation with the Borrower) decides
that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent (in consultation
with the Borrower) determines that no market practice for the administration of the Term SOFR Rate, Daily Simple SOFR or the Benchmark
Replacement exists, in such other manner of administration as the Administrative Agent (in consultation with the Borrower) decides is
reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).


 


“Consolidated Debt”
means, as of any date of determination, the Debt of the Borrower and its Subsidiaries on a consolidated basis other than (i) Non-Recourse
Debt and (ii) Designated Hybrid Equity Securities. For the avoidance of doubt, Consolidated Debt shall not include any Debt of an
Unrestricted JV Entity.


 


“Consolidated Net
Tangible Assets” means, at any date of determination, the aggregate amount of assets of the Borrower and its Consolidated Subsidiaries
(less applicable reserves) after deducting therefrom: (a) all current liabilities (excluding (i) current maturities of long-term
debt, (ii) current maturities of capitalized lease obligations, (iii) indebtedness for borrowed money having a maturity of less
than twelve (12) months from the date of the most recent audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries,
but which by its terms is extendable or renewable at the option of the obligor thereon beyond twelve (12) months from such date and (iv) deferred
income taxes which are classified as current liabilities); and (b) the value of all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangible assets, all as set forth on the Borrower’s consolidated balance sheet as of
a date no earlier than the date of the Borrower’s latest available annual or quarterly consolidated financial statements prepared
in accordance with GAAP.


 


“Consolidated Subsidiaries”
means, at any date, any Subsidiary or other entity (other than any Unrestricted JV Entity), the accounts of which would be consolidated
with those of the Borrower in its consolidated financial statements prepared in accordance with GAAP if such statements were prepared
as of such date.


 





“Control”
has the meaning specified in the definition of “Affiliate.”


 


“Covered Entity”
has the meaning specified in Section 10.22.


 


“Covered Party”
has the meaning specified in Section 10.22.


 


“Credit Party”
means any of the Administrative Agent and the Lenders.


 


“Daily
Simple SOFR” means, for any day (a “SOFR Rate Day”). SOFR for the day (the “SOFR Determination Date”)
that is two (2) Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business
Day immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, in each case, as such SOFR is published by the
Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal
Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source identified by the Federal Reserve Bank
of New York or its successor administrator for the secured overnight financing rate from time to time. If Daily Simple SOFR as determined
above would be less than the SOFR Floor, then Daily Simple SOFR shall be deemed to be the SOFR Floor. If SOFR for any SOFR Determination
Date has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the second Business
Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first Business
Day preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of “SOFR”; provided
that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than three (3) consecutive
SOFR Rate Days. If and when Daily Simple SOFR as determined above changes, any applicable rate of interest based on Daily Simple SOFR
will change automatically without notice to the Borrower, effective on the date of any such change.


 






    7


     


    

 


“Daily Simple SOFR
Loan” means a Loan that bears interest based on Daily Simple SOFR (excluding any Base Rate Loan bearing interest based on clause
(c) of the definition of “Base Rate”).


 


“Debt”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as Debt or liabilities
in accordance with GAAP:


 


(a)            all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)            all
non-contingent obligations (and, for purposes of Section 8.01(e) and the definitions of Material Debt and Material Financial
Obligations, all contingent obligations) of such Person arising under letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds and similar instruments;


 


(c)            all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business);


 


(d)            debt
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including debt arising under
conditional sales or other title retention agreements), whether or not such debt shall have been assumed by such Person or is limited
in recourse;


 


(e)            capital
leases (as determined in accordance with the final sentence of this definition);


 


(f)             to
the extent required to be included on the Borrower’s consolidated balance sheet as debt or liabilities in accordance with GAAP,
Synthetic Lease Obligations;


 


(g)            all
obligations of such Person for the payment of money under Production Payments; and


 


(h)            all
Guarantees of such Person in respect of any of the foregoing.


 






    8


     


    

 


For
all purposes hereof, the Debt of the Borrower shall include the Debt of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which the Borrower or any Subsidiary of the Borrower is a general
partner or a joint venturer (provided, however, for the avoidance of doubt, as used in this sentence “joint
venturer” shall not include a limited partner in a limited partnership), unless such Debt is expressly made non-recourse to
the Borrower or Subsidiary, as applicable. Notwithstanding the foregoing, Debt of the Borrower and its Subsidiaries will be deemed
not to include (i) indemnification, adjustment of purchase price, earnout or similar obligations, in each case, not past due,
(ii) any lease that is or would have been characterized as an operating lease on December 31, 2018 in accordance with GAAP
as in effect on such date, regardless of whether such lease was in effect on such date, and (iii) Debt subject to special
mandatory redemption provisions (or similar) in connection with permitted acquisitions or that is held in escrow or in a segregated
account pending the consummation of a specified permitted transaction.


 


“Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or
other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.


 


“Default Rate”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans
plus (c) 2% per annum; provided, however, that with respect to a Term SOFR Rate Loan, the Default Rate shall be an
interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in
each case to the fullest extent permitted by applicable Laws.


 


“Default Right”
has the meaning specified in Section 10.22.


 


“Defaulting Lender”
means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund
any portion of its Loans or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the
case of clause (i) above, 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 notified the Borrower or any Credit Party in writing, or has made a public statement to the effect,
that it does not intend or expect to comply with any of its funding obligations under this Agreement (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), (c) has failed, within
three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer
of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans under
this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit
Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become
the subject of a Bankruptcy Event or become the subject of a Bail- In Action.


 






    9


     


    

 


As
used in this definition, the term “Bankruptcy Event” means, with respect to any Person, such Person becomes
the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee
for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in
the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval
of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by
virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality
thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental
Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Designated Hybrid
Equity Securities” means at any time Hybrid Equity Securities in an outstanding principal amount equal to the lesser of (i) the
outstanding principal amount of Hybrid Equity Securities at such time, and (ii) 10% of Total Capital at such time.


 


“Dollar”
and “$” mean lawful money of the United States.


 


“Domestic”
means organized under the laws of any state of the United States.


 


“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.


 


“Eligible Assignee”
has the meaning specified in Section 10.07(h).


 


“Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment
or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges
to waste or public systems.


 






    10


     


    

 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Borrower or any of its Subsidiaries 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 Substances,
(c) exposure to any Hazardous Substances, (d) the release or threatened release of any Hazardous Substances 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, or any successor statute.


 


“ERISA
Group” means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control which, together with the Borrower or any Subsidiary, are treated as a single
employer under Section 414 of the Code.


 


“Erroneous Payment”
has the meaning assigned to it in Section 9.12(a).


 


“Erroneous Payment
Deficiency Assignment” has the meaning assigned to it in Section 9.12(d).


 


“Erroneous Payment
Return Deficiency” has the meaning assigned to it in Section 9.12(d).


 


“Erroneous Payment
Subrogation Rights” has the meaning assigned to it in Section 9.12(d).


 


“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.


 


“Event of Default”
means any of the events described in Section 8.01.


 


“Excluded Subsidiary”
means at any time a Subsidiary which is not a Material Subsidiary, and is organized solely for the purpose of holding, directly or indirectly,
an ownership interest in one entity or property (or related entities or properties), does not engage in any business unrelated to such
entity(ies) or property(ies) or the financing thereof and does not have any assets or indebtedness other than those related to its interest
in such entity(ies) or property(ies) or the financing thereof and which shall have been identified as an Excluded Subsidiary at or prior
to such time by notice from the Borrower to the Lenders. Schedule 1.01A lists Excluded Subsidiaries as of the Closing Date.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case
of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or
(ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment or otherwise under a Loan Document
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or becomes a party
hereunder (other than pursuant to an assignment request by the Borrower under Section 10.16) or (ii) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were
payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before
it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(g),
and (d) any U.S. federal withholding Taxes imposed under FATCA.


 






    11


     


    

 





“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 intergovernmental agreements that implement or modify
the foregoing (together with any law implementing such agreements).


 


“Fee Letters”
means (i) the amended and restated letter agreement, dated September 20, 2022 among the Borrower, PNC Capital Markets LLC, PNC
Bank, Mizuho Bank, Ltd., Royal Bank of Canada and the other Lenders party thereto and (ii) the letter agreement, dated September 20,
2022 among the Borrower, PNC Capital Markets LLC, PNC Bank, Mizuho Bank, Ltd. and Royal Bank of Canada.


 


“Fitch”
means Fitch Ratings Inc. and any successor thereto.


 


“Floor”
means the SOFR Floor and any other applicable Benchmark floor or, if no floor is specified with respect thereto, zero.


 


“Foreign Lender”
means a Lender that is not a U.S. Person.


 


“Forward Sale”
means an obligation to deliver oil, gas or other minerals to be acquired or produced in the future in consideration of advance payment
therefor.


 


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


 


“Fund”
has the meaning specified in Section 10.07(h).


 


“Funding Date”
means the Business Day during the Availability Period on which the conditions specified in Section 4.02 are satisfied (or
waived in accordance with the terms hereof).


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are
applicable to the circumstances as of the date of determination, consistently applied.


 


“Governmental Authority”
means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body,
court, administrative tribunal, 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).


 






    12


     


    

 


“Granting Lender”
has the meaning specified in Section 10.07(i).


 


“Guarantee”
means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Debt or other obligation payable or performable by another Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Debt or other obligation, (ii) to purchase or lease property, securities or
services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt
or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or
level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (iv) entered
into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance
thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person
securing any Debt or other obligation of any other Person, whether or not such Debt or other obligation is assumed by such Person. The
amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation,
or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding
meaning.


 


“Guarantor Subsidiary”
means, at any time, a Subsidiary which (a) is then guaranteeing the Obligations hereunder pursuant to a guarantee in a form and substance
acceptable to the Administrative Agent (acting reasonably) and (b) for which the Borrower has delivered documents similar to those
set forth in Sections 4.01(a)(iii), 4.01(a)(iv), 4.01(a)(v) and 4.01(a)(vii), in each case, as may be
reasonably requested by the Administrative Agent.


 





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


 


“Hybrid Equity Securities”
means, on any date (the “determination date”), any securities issued by the Borrower or a financing vehicle of the Borrower,
other than common stock, that meet the following criteria: (a) (i) the Borrower demonstrates that such securities are classified,
at the time they are issued, as possessing a minimum of “intermediate equity content” by S&P and “Basket B equity
credit” by Moody’s (or the equivalent classifications then in effect by such agencies) and (ii) on such determination
date such securities are classified as possessing a minimum of “intermediate equity content” by S&P or “Basket B
equity credit” by Moody’s (or the equivalent classifications then in effect by such agencies) and (b) such securities
require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to at least 91 days after the later
of the termination of the Commitments and the repayment in full of the Obligations. As used in this definition, “mandatory redemption”
shall not include conversion of a security into common stock.


 






    13


     


    

 


“Indemnified Liabilities”
has the meaning set forth in Section 10.05.


 


“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Indemnitees”
has the meaning set forth in Section 10.05.


 


“Information”
has the meaning set forth in Section 10.08.


 


“Interest Payment
Date” means, (a) as to any Term SOFR Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity
Date; provided, however, that if any Interest Period for a Term SOFR Rate Loan exceeds three months, the respective dates that
fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate
Loan, the last Business Day of each March, June, September and December and the Maturity Date.


 


“Interest Period”
means, with respect to any Term SOFR Rate Loan, the period commencing on the date such Term SOFR Rate Loan is disbursed or converted to
or continued as a Term SOFR Rate Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Committed
Loan Notice; provided that:


 


(a)            any
Interest Period applicable to any Term SOFR Rate Loan which would otherwise end on a day that is not a Business Day shall be extended
to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall
end on the immediately preceding Business Day;


 


(b)           any
Interest Period applicable to any Term SOFR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to the provisions of
clause (a) above, end on the last Business Day of the calendar month at the end of such Interest Period;


 


(c)            no
Interest Period shall extend beyond the Maturity Date; and


 


(d)            no
tenor that has been removed from this definition pursuant to Section 3.03(b)(iv) shall be available for specification
in any Committed Loan Notice.


 


“IRS” means
the United States Internal Revenue Service.


 


“ISP” has
the meaning set forth in Section 2.03(h).


 






    14


     


    

 


“Laws”
means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties,
requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having
the force of law.


 





“Lender”
has the meaning specified in the introductory paragraph hereto.


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or
such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other
title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).


 


“Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan.


 


“Loan Documents”
means this Agreement, each Note, and the Fee Letters.


 


“Master Agreement”
has the meaning set forth in the definition of Swap Contract.


 


“Material Adverse
Effect” means a material adverse effect on the business, assets, liabilities (actual or contingent), operations or financial
condition of the Borrower and its Subsidiaries, taken as a whole.


 


“Material Debt”
means Debt (other than (i) Non-Recourse Debt and (ii) the Loans) of the Borrower and one or more Subsidiaries, arising in one
or more related or unrelated transactions, in an aggregate principal or face amount exceeding $175,000,000.


 


“Material Financial
Obligations” means (i) a principal or face amount of Debt, (ii) payment or collateralization obligations in respect
of Swap Contracts, or (iii) payment obligations in respect of Forward Sales, in each case of the Borrower or any of its Subsidiaries,
arising in one or more related or unrelated transactions, exceeding in the aggregate $175,000,000.


 


“Material Plan”
means, at any time, a Plan or Plans having aggregate Unfunded Liabilities in excess of $175,000,000.


 


“Material Subsidiary”
means any Subsidiary of the Borrower for which (i) its assets and the assets of its consolidated Subsidiaries comprise more than
5% of the assets of the Borrower and its Consolidated Subsidiaries, or (ii) its revenue and the revenue of its consolidated Subsidiaries
comprise more than 5% of the revenue of the Borrower and its Consolidated Subsidiaries, in each case determined on a consolidated basis
in accordance with GAAP as of the end of the most recent fiscal year; provided that, with respect to any non-wholly-owned Subsidiary
of the Borrower, the assets and revenue of such Subsidiary and its consolidated Subsidiaries shall be determined by multiplying the value
of such assets and/or revenues by the percentage of the fully-diluted equity ownership interests of such Subsidiary that is owned by the
Borrower or a Subsidiary of the Borrower.


 






    15


     


    

 


“Maturity Date”
means the earlier of (a) the two year anniversary of the Funding Date and (b) the effective date of (x) if the Funding
Date has not occurred, any other termination or cancellation of the Aggregate Commitments and (y) if the Funding Date has occurred,
the acceleration in full of the Total Outstandings under this Agreement.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


“Multiemployer Plan”
means, at any time, an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of
the ERISA Group is then making or accruing an obligation to make contributions, or has within the preceding five plan years made contributions,
including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.


 


“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two
of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


“Non-Consenting Lender”
means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of each Lender or all affected
Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the Required Lenders.


 


“Non-Recourse
Debt” of any Person means Debt secured by a Lien on one or more assets of such Person, where the rights and remedies of
the holder of such Debt in respect of such Debt do not extend to any other assets of such Person and, if such Person is organized
under the laws of or doing business in the United States or any political subdivision thereof or therein, as to which such
holder has effectively waived (or subordinated in favor of the Lenders) such holder’s right to make the election provided
under 11 U.S.C. § 1111(b)(1)(A) (a “Recourse Waiver”); provided, however, that no Recourse
Waiver shall be required with respect to Production Payments. Debt of an Excluded Subsidiary which is without recourse to the
Borrower or any other Subsidiary shall be deemed Non-Recourse Debt of such Excluded Subsidiary secured by all assets of such
Excluded Subsidiary (whether or not such Debt is in fact so secured) and no Recourse Waiver shall be required in respect
thereof.


 


“Note”
means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or otherwise
with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become
due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any the Borrower
or any Affiliate of the Borrower of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless
of whether such interest and fees are allowed claims in such proceeding.


 






    16


     


    

 


“Official Body”
means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the
European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or
standards (including the financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking
Supervision or any successor or similar authority to any of the foregoing).


 


“Organization Documents”
means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate
or articles of formation or organization and operating agreement (or equivalent); and (c) with respect to any partnership, joint
venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization
and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable
Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation
or organization of such entity.


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient
and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction
pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 10.16).


 


“Overnight Bank Funding
Rate” means for any day, the rate comprised of both overnight federal funds and overnight eurocurrency borrowings by U.S.-managed
banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York, as set
forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate
by the Federal Reserve Bank of New York (or by such other recognized electronic source (such as Bloomberg) selected by the Administrative
Agent for the purpose of displaying such rate); provided that if such day is not a Business Day, the Overnight Bank Funding Rate
for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time,
for any reason, no longer exist, a comparable replacement rate determined by the Administrative Agent at such time (which determination
shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such
rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight
Bank Funding Rate without notice to the Borrower.


 






    17


     


    

 


“Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Participant”
has the meaning specified in Section 10.07(d).





 


“Participant Register”
has the meaning specified in Section 10.07(d).


 


“Payment Recipient”
has the meaning assigned to it in Section 9.12(a).


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.


 


“Pension Act”
means the Pension Protection Act of 2006.


 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412
of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432
and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed
to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under
Section 412 of the Code.


 


“Permitted Encumbrances”
means:


 


(a)            Liens
(other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not past due or delinquent for more than
60 days or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained
on the books of the applicable Person in accordance with GAAP;


 


(b)            Liens
(i) in connection with workers’ compensation, unemployment insurance or other social security, retirement benefits, old age
pension, public liability obligations or similar legislation, and deposits securing liabilities to insurance carriers under insurance
arrangements in respect of such obligations, in each case, in the ordinary course of business, or (ii) to secure (or secure the Lien
securing) liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank
guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary,
in each case, which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves
have been maintained in accordance with GAAP;


 






    18


     


    

 


(c)            Liens
imposed by operation of law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s, operators’,
and mechanics’ liens and other similar liens, in each case, arising in the ordinary course of business or incident to the exploration,
development, operation and maintenance of oil and gas properties which secure payment of obligations which are not delinquent or which
are being contested in good faith by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of
the applicable Person in accordance with GAAP;


 


(d)            contractual
Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements,
oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization
and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, gathering agreements, marketing
agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection,
repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and
other agreements, in each case, which are usual and customary in the oil and gas business and are for claims which are not delinquent
or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with
GAAP;


 


(e)            Liens
arising solely by virtue of any statutory or common law or contractual provision relating to banker’s liens, rights of set-off or
similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution;


 


(f)             judgment
and attachment Liens not giving rise to an Event of Default;


 


(g)            purported
Liens evidenced by the filing of Uniform Commercial Code financing statements solely as a precautionary measure in connection with operating
leases;


 


(h)            Liens
on cash earnest money deposited pursuant to the terms of an agreement to acquire assets used in, or Persons engaged in, the oil and gas
business, as permitted by this Agreement;


 





(i)             any
interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s
or sublicensor’s interest under any lease, sublease, license or sublicense permitted by this Agreement;


 


(j)             licenses
of intellectual property, none of which, in the aggregate, materially impair the operation of the business of the Borrower or any Subsidiary;
and


 


(k)            Liens
solely on any cash earnest money deposits or escrow arrangements made by the Borrower or any of its Subsidiaries in connection with any
letter of intent or purchase agreement relating to any acquisition of property permitted hereunder.


 


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


 






    19


     


    

 


“Plan”
means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject
to the minimum funding standards under Section 412 of the Internal Revenue code and either (i) is maintained, or contributed
to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding
five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person
which was at such time a member of the ERISA Group.


 


“Platform”
has the meaning set forth in Section 6.01.


 


“PNC Bank”
means PNC Bank, National Association and its successors.


 


“Prime Rate”
means the interest rate per annum announced from time to time by the Administrative Agent at its Principal Office as its then prime rate,
which rate may not be the lowest or most favorable rate then being charged to commercial borrowers or others by the Administrative Agent
and may not be tied to any external rate of interest or index. Any change in the Prime Rate shall take effect at the opening of business
on the day such change is announced.


 


“Principal Office”
means the main banking office of the Administrative Agent in Pittsburgh, Pennsylvania (or in such other city as may be designated by the
Administrative Agent).


 


“Pro Rata Share”
means, at any time, (A) with respect to each Lender’s Commitment, a fraction (expressed as a percentage, carried out to the
ninth decimal place), the numerator of which is such Lender’s outstanding Commitment at such time and the denominator of which is
the Aggregate Commitments at such time and (B) with respect to each Lender’s Committed Loans, a fraction (expressed as a percentage,
carried out to the ninth decimal place), the numerator of which is such Lender’s aggregate outstanding Committed Loans at such time,
and the denominator of which is the Total Outstandings at such time. The initial Pro Rata Share with respect to each Lender’s Commitment
is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable.


 


“Production Payment”
means an assignment of an interest in a fixed quantity (measured by proceeds or by volume) of oil and gas or other hydrocarbons when produced
from a specified oil and gas property or properties, in consideration for a payment in advance of production.


 


“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


“QFC” has
the meaning specified in Section 10.22.


 


“QFC Credit Support”
has the meaning specified in Section 10.22.


 


“Recipient”
means (a) the Administrative Agent and (b) any Lender, as applicable.


 


“Register”
has the meaning set forth in Section 10.07(c).


 






    20


     


    

 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Relevant Governmental
Body” has the meaning specified in Section 3.03(b).


 





“Reportable Compliance
Event” means that the Borrower, any of its Subsidiaries, or any Senior Officer or director of the Borrower or any of its Subsidiaries
becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially
detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances
to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism
Law.


 


“Request for Credit
Extension” means with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice.


 


“Required Lenders”
means, as of any date of determination, Lenders having greater than 50% of the Aggregate Commitments or, from and after the Funding Date
or if the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02, Lenders holding in the aggregate
greater than 50% of the Total Outstandings; provided that the Commitment of, and the portion of the Total Outstandings held or
deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.


 


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


 


“Responsible Officer”
means the chief executive officer, president, executive vice president, senior vice president, chief financial officer, secretary, treasurer
or assistant treasurer of the Borrower. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall
be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower
and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.


 


“Revolving Credit
Agreement” means that certain Third Amended and Restated Credit Agreement, dated as of June 28, 2022, among the Borrower,
each lender from time to time party thereto, PNC Bank, National Association, as Administrative Agent, Swing Line Lender, and an L/C Issuer,
and the other L/C Issuers named therein.


 


“S&P”
means S&P Global Inc., a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.


 


“Sanctioned Country”
means a country, region or territory subject to a sanctions program maintained under any Anti-Terrorism Law.


 


“Sanctioned Person”
means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned
or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking
of property or rejection of transactions), under any Anti-Terrorism Law.


 






    21


     


    

 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of
State, or (b) the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom.


 


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


 


“Seller”
has the meaning specified in the definition of Acquisition.


 


“Seller Financial
Statements” means (i) the audited consolidated balance sheets of each Seller and the related audited consolidated statements
of income, members’ equity and cash flows of each Seller as of and for the year ended December 31, 2021 and (ii) the unaudited
consolidated balance sheet of each Seller and the related unaudited consolidated statements of income or operations, members’ capital
and cash flows of each Seller as of and for the six months ended June 30, 2022.


 


“Senior Officer”
means the chief executive officer, president, executive vice president, senior vice president, chief financial officer or treasurer of
the Borrower.


 


“Shareholders’
Equity” means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries
as of that date determined in accordance with GAAP (which, for avoidance of doubt, shall represent total common stockholders’ equity
of the Borrower before noncontrolling interests in consolidated subsidiaries in accordance with GAAP).


 





“Similar Business”
means any business, the majority of whose revenues are derived from (a) business or activities conducted by the Borrower and its
Subsidiaries on the Closing Date; (b) any business that is a natural outgrowth or reasonable extension, development or expansion
of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing; or (c) any
business that in the Borrower’s good faith business judgment constitutes a reasonable diversification of businesses conducted by
the Borrower and the Subsidiaries.


 


“SOFR”
means, for any day, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a
successor administrator of the secured overnight financing rate).


 


“SOFR Adjustment”
means 10 basis points (0.10%).


 


“SOFR Floor”
means a rate of interest per annum equal to zero basis points (0.00%).


 


“Specified Representations”
means the representations and warranties in Sections 5.01, 5.02(a), 5.02(b) (solely with respect to non-contravention
of certificate of incorporation or by-laws of the Borrower and debt instruments with an aggregate outstanding principal amount exceeding
$175,000,000), 5.03 and 5.10 and the representation and warranty that the proceeds of the Loans will not be used, directly
or indirectly, by the Borrower or its Subsidiaries (a) to fund any operations in, finance any investments or activities in, or, make
any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law or (b) in any manner that would
result in a violation of any Anti-Terrorism Law applicable to any party hereto.


 






    22


     


    

 


“SPC” has
the meaning specified in Section 10.07(i).


 


“Subsidiary”
of a Person means a corporation, partnership joint venture, limited liability company or other business entity of which a majority 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.
Unless otherwise specified, all references herein or in any other Loan Document to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Borrower; provided that in no event shall the terms “Subsidiary”,
 “Subsidiaries” or “subsidiary” contained in this Agreement or any other Loan Document include any Unrestricted
JV Entity unless expressly specified otherwise.


 


“Supported QFC”
has the meaning specified 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, futures contracts traded on or subject to the rules of a designated contract market, 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, any North American Energy Standard
Board 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.


 


“Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention
lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of
such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without
regard to accounting treatment).


 


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


 






    23


     


    

 


“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative
Agent in its reasonable discretion).


 


“Term SOFR Rate”
shall mean, with respect to any amount to which the Term SOFR Rate Option applies, for any Interest Period, the Term SOFR Reference Rate
for a tenor comparable to such Interest Period, as such rate is published by the Term SOFR Administrator on the day (the “Term
SOFR Determination Date”) that is two (2) Business Days prior to the first day of such Interest Period. If the Term SOFR
Reference Rate for the applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (New York City,
New York time) on the Term SOFR Determination Date, then the Term SOFR Reference Rate, for purposes of clause (a) in the preceding
sentence, shall be the Term SOFR Reference Rate for such tenor on the first Business Day preceding such Term SOFR Determination Date for
which such Term SOFR Reference Rate for such tenor was published in accordance herewith, so long as such first preceding Business Day
is not more than three (3) Business Days prior to such Term SOFR Determination Date. If the Term SOFR Rate, determined as provided
above, would be less than the SOFR Floor, then the Term SOFR Rate shall be deemed to be the SOFR Floor. The Term SOFR Rate shall be adjusted
automatically without notice to the Borrower on and as of the first day of each Interest Period.


 


“Term SOFR Rate Loan”
means a Loan that bears interest based on Term SOFR Rate.


 


“Term SOFR Rate Option”
means the option of the Borrower to have Loans bear interest at the rate and under the terms specified in Section 2.02(a) as
a Term SOFR Rate Loan.


 


“Term SOFR Reference
Rate” shall mean the forward-looking term rate based on SOFR.


 


“Total
Capital” means, at any date, the total of (a) Consolidated Debt plus (b) Shareholders’ Equity plus (c) Designated
Hybrid Equity Securities less (d) to the extent reflected in Shareholders’ Equity, any excess of the net book value of assets
subject to Liens securing Non-Recourse Debt (including the total assets of Excluded Subsidiaries) over the amount of the related Non-Recourse
Debt, (e) either (i) less the absolute value of accumulated other comprehensive income as determined in accordance with GAAP,
or


 


(ii)            plus
the absolute value of accumulated other comprehensive loss as determined in accordance with GAAP plus (f) non-cash write-downs, impairments,
and related charges occurring after the Closing Date as determined in accordance with GAAP, in each case determined at such date.


 


“Total Outstandings”
means, on any date, the aggregate outstanding principal amount of Committed Loans, after giving effect to any borrowings and prepayments
or repayments of Committed Loans occurring on such date.


 


“Type”
means, with respect to a Committed Loan, its character as a Base Rate Loan or a Term SOFR Rate Loan.


 


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


 






    24


     


    

 


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


 


“Unadjusted Benchmark
Replacement” has the meaning given such term in Section 3.03(b).


 


“Unfunded
Liabilities” means, with respect to any Plan at any time, the amount (if any) by which


 


(a)            the
value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC
for purposes of Section 4044 of ERISA, exceeds (b) the fair market value of all Plan assets allocable to such liabilities under
Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the
then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of
the ERISA Group to the PBGC or any other Person under Title IV of ERISA.


 


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


 


“Unreimbursed Amount”
has the meaning set forth in Section 2.03(c)(1).


 


“Unrestricted
JV Entity” means any Person (who would be a non-wholly owned Subsidiary of the Borrower if it were not an Unrestricted JV
Entity) (i) whose total assets are equal to $250,000,000 or less and whose total revenues are equal to $250,000,000 or less (in
each case, determined on an aggregate basis for all such Persons by adding the products of (x) the amount of total assets or
total revenues, as applicable, of each such Person and (y) the percentage of the fully-diluted equity ownership interests of
such Person that is owned by the Borrower or a Subsidiary of the Borrower), and (ii) that is designated as an
 “Unrestricted JV Entity” on Schedule 1.01B as of the Closing Date or in a writing delivered to the Administrative
Agent after the Closing Date, so long as no Event of Default shall exist prior to or immediately after giving effect to such
designation; provided, however, that at any time that any such Person is wholly owned directly or indirectly by the Borrower
or a Subsidiary of the Borrower, such Person shall not be an Unrestricted JV Entity. The Borrower shall be permitted to redesignate
any Unrestricted JV Entity as a Subsidiary upon notice to the Administrative Agent so long as no Event of Default would occur due to
such redesignation.


 


“U.S.
Government Securities Business Day” means any day except for (a) a Saturday or Sunday or (b) a
day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members
be closed for the entire day for purposes of trading in United States government securities.


 


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


 






    25


     


    

 


“U.S. Special Resolution
Regimes” has the meaning specified in Section 10.22.


 


“U.S. Tax Compliance
Certificate” has the meaning assigned to such term in Section 3.01(g).


 


“Withholding Agent”
means the Borrower and the Administrative Agent.


 


“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.


 


1.02         Other
Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:


 


(a)            The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b)            (i) The
words “herein,” “hereto,” “hereof” and “hereunder” and words
of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.


 


(ii)            Article,
Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.


 


(iii)            The
term “including” is by way of example and not limitation.


 


(iv)            The
term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form.


 


(c)            In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”; and
the word “through” means “to and including.”


 


(d)            Section headings
herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.


 






    26


     


    

 



  


1.03          Accounting
Terms.


 


(a)            All
accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed herein.


 


(b)            If
at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and
either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate
in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to
the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and
the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth
a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.


 


1.04            Rounding.
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall
be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there
is no nearest number).


 


1.05            References
to Agreements and Laws. Unless otherwise expressly provided herein, (a) references
to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all
subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments,
restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any
Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.


 


1.06            Times
of Day. Unless otherwise specified, all references herein to times of day shall be references
to Eastern time (daylight or standard, as applicable).


 


1.07            Reserved.


 


1.08            Benchmark
Notification. Section 3.03(b) of this Agreement provides a mechanism for
determining an alternative rate of interest in the event that any then-applicable Benchmark is no longer available or in certain other
circumstances. The Administrative Agent does not warrant or accept any responsibility for and shall not have any liability with respect
to, the administration, submission or any other matter related to the Term SOFR Rate, Daily Simple SOFR or with respect to any alternative
or successor rate thereto, or replacement rate therefor.


 


1.09            Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division
under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or
liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been
transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall
be deemed to have been organized and acquired on the first date of its existence by the holders of its equity interests at such time.


 






    27


     


    

 


Article II


THE COMMITMENTS AND BORROWINGS


 


2.01            Committed
Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees
to make term loans (each such term loan, a “Committed Loan”) to the Borrower on the Funding Date in an aggregate amount
not to exceed at any time outstanding the amount of such Lender’s Commitment. If, at 5:00 p.m. on the last day of the Availability
Period, no Committed Loans have been made hereunder, this Agreement and the other Loan Documents shall be terminated and shall be of
no further force and effect, except for those provisions hereof and thereof which by their express terms survive such termination. Amounts
borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. The Committed Loans may be Base Rate Loans or Term
SOFR Rate Loans, as further provided herein.


 


2.02            Borrowings,
Conversions and Continuations of Committed Loans.


 


(a)            Each
Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Term SOFR Rate Loans shall be made
upon the Borrower’s delivery to the Administrative Agent of an irrevocable written Committed Loan Notice, appropriately completed
and signed by a Responsible Officer of the Borrower, which may be delivered via electronic mail. Each such notice must be received by
the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of,
conversion to or continuation of Term SOFR Rate Loans or of any conversion of Term SOFR Rate Loans to Base Rate Committed Loans, and
(ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion or continuation of Committed
Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice shall
specify (i) whether the Borrower is requesting a Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation
of Term SOFR Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be
a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed
Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest
Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower
fails to give a timely notice requesting a conversion or continuation of a Term SOFR Rate Loan, then the applicable Committed Loans shall
be continued as Term SOFR Rate Loans with a one month Interest Period. Any such automatic continuation shall be effective as of the last
day of the Interest Period then in effect with respect to the applicable Term SOFR Rate Loans. If the Borrower requests a Borrowing of,
conversion to, or continuation of Term SOFR Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it
will be deemed to have specified an Interest Period of one month.


 






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(b)            Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of
the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative
Agent shall notify each Lender of the details of any automatic continuation of a Term SOFR Rate Loan described in the preceding subsection.
Each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds on the Funding
Date. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds
so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account
of the Borrower on the books of PNC Bank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance
with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.


 


(c)            Except
as otherwise provided herein, a Term SOFR Rate Loan may be continued or converted only on the last day of an Interest Period for such
Term SOFR Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term SOFR Rate Loans
without the consent of the Required Lenders.


 


(d)            The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Term
SOFR Rate Loans upon determination of such interest rate. The determination of the Term SOFR Rate by the Administrative Agent shall be
conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify
the Borrower and the Lenders of any change in PNC Bank’s prime rate used in determining the Base Rate promptly following the public
announcement of such change.


 


(e)            After
giving effect to all Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans
as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans.


 


2.03            [Reserved.]


 


2.04            [Reserved.]


 


2.05            Prepayments.


 


(a)            Optional
Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed
Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative
Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Term SOFR Rate Loans and (B) on
the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Rate Loans shall be in a principal amount
of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (iii) any prepayment of Base Rate Committed Loans shall be
in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount
thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans
to be prepaid; provided that, a notice of prepayment of all or any part of the outstanding Committed Loans may state that such
notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence
of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to
the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will
promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment.
If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein. Any prepayment of Term SOFR Rate Loans shall be accompanied by all accrued interest
thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to
the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares.


 






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(b)            Mandatory
Prepayments. If the Acquisition is not consummated within five (5) Business Days after the Funding Date, the Borrower shall
immediately prepay the Total Outstandings on such date.


 


2.06            Termination
or Reduction of Commitments.


 


Unless previously terminated,
the Aggregate Commitments shall terminate at the Commitment Termination Time.


 


The
Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or from time to time permanently reduce the
Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. one
Business Day prior to the date of termination or reduction; provided that, such a notice may state that such notice is conditioned upon
the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction,
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 and (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any
whole multiple of $1,000,000 in excess thereof. The Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment
of each Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate
Commitments shall be paid on the effective date of such termination.


 


2.07            Repayment
of Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal
amount of Committed Loans outstanding on such date.


 


2.08            Interest.


 


(a)            Subject
to the provisions of subsection (b) below, (i) each Term SOFR Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Term SOFR Rate for such Interest Period plus the SOFR Adjustment
plus the Applicable Rate and (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.


 






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(b)            If
any amount payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether
at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Furthermore, while any Event of Default exists,
the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be due and payable upon demand.


 


(c)            Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified
herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.


 


2.09            Fees.


 


(a)            Commitment
Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a commitment
fee equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments, subject to adjustment as provided
in Section 2.16. The commitment fee shall accrue at all times prior to, and be due and payable on the earlier of, the date
of the Commitment Termination Time or the Funding Date. If there is any change in the Applicable Rate prior to the Funding Date, the
actual daily amount shall be computed and multiplied by the Applicable Rate separately (but not invoiced separately) for each period
during such quarter that such Applicable Rate was in effect.


 


(b)            Other
Fees.


 


(i)            The
Borrower shall pay to each Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times
specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


(ii)            The
Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.
Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


2.10            Computation
of Interest and Fees. All computations of interest for Base Rate Loans shall be made on
the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall
be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than
if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid
on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.


 






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2.11            Evidence
of Debt. The Borrowings made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained
by the Administrative Agent and each Lender shall be prima facie evidence of the amount of the Borrowings made by the Lenders to the
Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such
matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent)
a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its
Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.


 


2.12            Payments
Generally.


 


(a)            All
payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for
the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately
available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each
Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to
such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on
the next succeeding Business Day and any applicable interest or fee shall continue to accrue.


 


(b)            (i) If
any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided however that
this subsection (b)(i) shall not be applicable to payments required to be made by the Borrower on the Maturity Date; and (ii) if
the Maturity Date is not a Business Day, then any payment to be made by the Borrower on the Maturity Date shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be, unless such Business Day
falls in another calendar month, in which case such payment shall be due on the immediately preceding Business Day.


 


(c)            Unless
the Borrower has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative
Agent hereunder, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made
such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled
thereto.


 


(d)            Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Term SOFR Rate
Loans (or, in the case of any Borrowing of Base Rate Committed Loans, prior to 12:00 noon on the date of such Borrowing) that such
Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may
assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a
Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02)
and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not
in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available
funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding
the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the
Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation plus any administrative, processing or similar fees customarily charged by the Administrative Agent in
connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to
Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping
period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such
period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Lender’s Committed Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to
any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 






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


 


(e)            If
any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions
of this Article II and such funds are not made available to the Borrower by the Administrative Agent because the conditions
to the Funding Date set forth in Section 4.02 are not satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.


 


(f)            The
obligations of the Lenders hereunder to make Committed Loans are several and not joint. The failure of any Lender to make any Committed
Loan or to make any payment under Sections 10.04 or 10.05 on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make
its Committed Loan or make its payment under Sections 10.04 or 10.05.


 


(g)            Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation
by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.


 


2.13            Sharing
of Payments.


 


(a)            If,
other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the
other Lenders such participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender to share
the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances
described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion),
such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor,
together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such
paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other
amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower
agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off, but subject to Section 10.09) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records
(which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will
in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this
Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications
under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.


  


(b)            If
any Lender shall fail to make any payment required to be made by it pursuant to Section 9.05, then the Administrative Agent
may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative
Agent for the account of such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations to any of
them under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated
account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case
of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion. For the avoidance
of doubt, notwithstanding the application or holding pursuant to this subsection of all or a part of a payment made by the Borrower for
the account of a Lender, as between the Borrower and such Lender the Borrower shall be discharged from the obligation with respect to
which such payment was made as if and to the extent such application or holding had not occurred.


 


2.14            [Reserved]


 


2.15            [Reserved]


 


2.16            Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender
becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)            fees
shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.09(a); and


 






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(b)            the
Commitment and Total Outstandings (if applicable) of such Defaulting Lender shall not be included in determining whether the Required
Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to
Section 10.01); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an
amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby.


 


Article III


TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01        Taxes.


 


(a)            Defined
Terms. For purposes of this Section 3.01, the term “applicable law” includes FATCA.


 


(b)            Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without
deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith
discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding
Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax,
then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including
such deductions and withholdings applicable to additional sums payable under this Section 3.01(b)) the applicable Recipient
receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Tax been made.


 


(c)            Payment
of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable
law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)            Indemnification
by the Borrower. The Borrower shall indemnify each Recipient, within 20 days after receipt by the Borrower of demand therefor, for
the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under
this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority; provided that the Borrower shall not be required to indemnify a Recipient pursuant to
this Section 3.01(d) for any Indemnified Taxes unless such Recipient notifies the Borrower of the indemnification claim
for such Indemnified Taxes no later than 365 days after the earlier of (i) the date on which the relevant Governmental Authority
makes written demand upon the Recipient for payment of such Indemnified Taxes and (ii) the date on which such Recipient has made
payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender
(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, accompanied by
the calculations by which such determination was made by such Lender, shall be conclusive absent manifest error.


 






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(e)            Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 10.07(d) 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 subsection (e).


 


(f)            Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 3.01,
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, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(g)            Status
of Lenders, (i) Any Lender (which solely for purposes of this Section 3.01(g) shall include the Administrative
Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by
the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested
by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding
two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(g)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal
or commercial position of such Lender.


 






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(ii) Without limiting
the generality of the foregoing,


 


(A)            any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), properly completed and executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding
tax;


 


(B)            any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following
is applicable:


 


(1)            in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, properly completed and executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article
of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, properly completed and executed
copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;


 


(2)            properly
completed and executed copies of IRS Form W-8ECI;


 


(3)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit E-l to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) properly completed and executed copies of IRS Form W-8BEN
or IRS Form W-8BEN-E, as applicable;


 


(iii)            properly
completed and executed copies of IRS Form W-8EXP claiming an exemption from withholding Tax; or


 


(iv)            to
the extent a Foreign Lender is not the beneficial owner, properly completed and executed copies of IRS Form W-8IMY, accompanied
by IRS Form W- 8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially
in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other certification documents from each beneficial
owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such
Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially
in the form of Exhibit E-4 on behalf of each such direct and indirect partner;


 






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(A)            any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other
form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent
to determine the withholding or deduction required to be made; and


 


(B)            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 147l(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
to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made
to FATCA after the date of this Agreement.


 


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


 






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(h)            Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes (including any application thereof to another amount owed to the refunding Governmental Authority) as to which it has been indemnified
pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01),
it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.01
with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party
and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying
party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 3.01(h) (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is
required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.01(h),
in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (h) the
payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been
in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the
indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to
require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential)
to the indemnifying party or any other Person.


 


(i)            Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


3.02            Illegality.
If any Lender determines that any Law has made it unlawful, or that any Governmental Authority
has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Term SOFR Rate Loans, or
to determine or charge interest rates based upon the Term SOFR Rate, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, any obligation of such Lender to make or continue Term SOFR Rate Loans or to convert Base Rate Loans to Term SOFR
Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise
to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to
the Administrative Agent), prepay or, if applicable, convert all Term SOFR Rate Loans of such Lender to Base Rate Loans, either on the
last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such Term SOFR Rate Loans. Upon any such prepayment or conversion,
the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending
Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be
materially disadvantageous to such Lender.


 


3.03            Inability
to Determine Rates; Benchmark Replacement Setting.


 


(a)            Inability
to Determine Rates. If, on or prior to the first day of an Interest Period or other interest rate setting:


 


(i)            the
Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that the Term
SOFR Rate or Daily Simple SOFR cannot be determined pursuant to the definition thereof, or


 






    38


     


    

 


(ii)            the
Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Term SOFR Rate for any
requested Interest Period with respect to a proposed Term SOFR Rate Loan, or the Term SOFR Rate for any requested Interest Period with
respect to a proposed Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan,


 


then,
in each case of clauses (i) and (ii), the Administrative Agent will promptly so notify the Borrower and each Lender and, thereafter,
the obligation of the Lenders to make or maintain Term SOFR Rate Loans or Daily Simple SOFR Loans shall be suspended until the Administrative
Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of Term SOFR Rate Loans or Daily Simple SOFR Loans or, failing that, will be
deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.


 


(b)            Benchmark
Replacement Setting.


 


(i)            Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its
related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (A) if a Benchmark Replacement
is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement
Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such
Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this
Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (2)     of
the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such
Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New
York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without
any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so 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.


 


(ii)            Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
the Administrative Agent (in consultation with the Borrower) 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.


 






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(iii)            Notices;
Standards for Decisions and Determinations. The Administrative Agent (in consultation with the Borrower) will promptly notify the
Borrower and the Lenders of (A) the implementation of any Benchmark Replacement, and (B) the effectiveness of any Conforming
Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will
notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (y) the
commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative
Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03(b), including any determination with
respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take
or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their
sole discretion and without consent from any other party to this Agreement or any other Loan Document except, in each case, as expressly
required pursuant to this Section 3.03(b).


 


(iv)            Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection
with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate and either (I) any tenor
for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by
the Administrative Agent in its reasonable discretion or (II) the regulatory supervisor for the administrator of such Benchmark
has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative,
then the Administrative Agent (in consultation with the Borrower) may modify the definition of “Interest Period” (or any
similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or nonrepresentative tenor;
and (B) if a tenor that was removed pursuant to clause (A) above either (I) is subsequently displayed on a screen or information
service for a Benchmark (including a Benchmark Replacement) or (II) is not, or is no longer, subject to an announcement that it
is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may (in consultation
with the Borrower) modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark
settings at or after such time to reinstate such previously removed tenor.


 


(v)            Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the
Borrower may revoke any request for a Loan bearing interest based on the Term SOFR Rate, conversion to or continuation of Loans bearing
interest based on the Term SOFR Rate to be made, converted or continued during any Benchmark Unavailability Period and, failing that,
the Borrower will be deemed to have converted any such request into a request for a Loan of or conversion to Loans bearing interest under
the Base Rate Option. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an
Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of the Base Rate.


 


(vi)            Certain
Defined Terms. As used in this Section 3.03(b):


 


“Available
Tenor” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, (x) if such
Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining
the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference
to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated
with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt,
any tenor of such Benchmark that is then-removed from the definition of “Interest Period” pursuant to paragraph (iv) of
this Section 3.03(b).


 






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“Benchmark”
means, initially, the Term SOFR Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR
Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to this Section 3.03(b).


 


“Benchmark
Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that
can be determined by the Administrative Agent (in consultation with the Borrower) for the applicable Benchmark Replacement Date:


 


		(1)	the sum of: (a) Daily Simple SOFR and
                                            (b) the SOFR Adjustment; or



 


		(2)	the sum of: (a) the alternate benchmark
                                            rate that has been selected by the Administrative Agent and the Borrower giving due consideration
                                            to (i) any selection or recommendation of a replacement benchmark rate or the mechanism
                                            for determining such a rate by the Relevant Governmental Body or (ii) any evolving or
                                            then-prevailing market convention for determining a benchmark rate as a replacement for the
                                            then- current Benchmark for U.S. dollar-denominated syndicated credit facilities at such
                                            time and (b) the related Benchmark Replacement Adjustment;



 


provided
that, if the Benchmark Replacement as determined pursuant to clause (2) above would be less than the Floor, the Benchmark
Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents; and provided further, that
any Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its sole discretion.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement,
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or
zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (1) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (2) any evolving or then-prevailing market convention
for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities.


 






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“Benchmark
Replacement Date” means a date and time determined by the Administrative Agent, which date shall be no later than the earlier
to occur of the following events with respect to the then-current Benchmark: 


 


		(1)	in the case of clause (1) or (2) of
                                            the definition of “Benchmark Transition Event,” the later of (a) the date
                                            of the public statement or publication of information referenced therein and (b) the
                                            date on which the administrator of such Benchmark (or the published component used in the
                                            calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of
                                            such Benchmark (or such component thereof); or



 


		(2)	in the case of clause (3) of the definition
                                            of “Benchmark Transition Event,” the date determined by the Administrative Agent
                                            (in consultation with the Borrower), which date shall promptly follow the date of the public
                                            statement or publication of information referenced therein.



 


For the avoidance of doubt, the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


		(1)	a
                                            public statement or publication of information by or on behalf of the administrator of such
                                            Benchmark (or the published component used in the calculation thereof) announcing that such
                                            administrator has ceased or will cease to provide all Available Tenors of such Benchmark
                                            (or such component thereof), permanently or indefinitely, provided that, at the time
                                            of such statement or publication, there is no successor administrator that will continue
                                            to provide any Available Tenor of such Benchmark (or such component thereof);



 


		(2)	a
                                            public statement or publication of information by an Official Body having jurisdiction over
                                            the Administrative Agent, the regulatory supervisor for the administrator of such Benchmark
                                            (or the published component used in the calculation thereof), the Federal Reserve Board,
                                            the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator
                                            for such Benchmark (or such component), a resolution authority with jurisdiction over the
                                            administrator for such Benchmark (or such component) or a court or an entity with similar
                                            insolvency or resolution authority over the administrator for such Benchmark (or such component),
                                            which states that the administrator of such Benchmark (or such component) has ceased
                                            or will cease to provide all Available Tenors of such Benchmark (or such component thereof)
                                            permanently or indefinitely, provided that, at the time of such statement or publication,
                                            there is no successor administrator that will continue to provide any Available Tenor of
                                            such Benchmark (or such component thereof); or



 






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		(3)	a
                                            public statement or publication of information by the regulatory supervisor for the administrator
                                            of such Benchmark (or the published component used in the calculation thereof) or an Official
                                            Body having jurisdiction over the Administrative Agent announcing that all Available Tenors
                                            of such Benchmark (or such component thereof) are not, or as of a specified future date will
                                            not be, representative.



 


For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in
the calculation thereof).


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred
if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document
in accordance with this Section 3.03(b) and (y) ending at the time that a Benchmark Replacement has replaced the
then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 3.03(b).


 


“Relevant
Governmental Body” means the FRB or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by
the FRB or the Federal Reserve Bank of New York, or any successor thereto.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


3.04            Increased
Cost and Reduced Return; Capital Adequacy.


 


(a)            Increased
Costs Generally. If any Change in Law shall:


 


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


 


(ii)            subject
any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters
of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)            impose
on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Term SOFR Rate Loans made by such Lender;


 


and
the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing
or maintaining any 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 or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such
Lender or other Recipient, the Borrower will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts
as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.


 






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(b)            Capital
Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such
Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have 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 this Agreement,
the Commitments of such Lender 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 or liquidity), then from time to time the Borrower will pay to such Lender,
as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such
reduction suffered.


 


(c)            Certificates
for Reimbursement. A certificate of a Lender setting forth the Change in Law giving rise to a claim for compensation under subsection
(a) or (b) of this Section, the amount or amounts necessary to compensate such Lender or its holding company, as the case may
be, as specified in subsection (a) or (b) of this Section (including, if requested by the Borrower, an explanation in
reasonable detail of the manner in which such amount or amounts were determined) and delivered to the Borrower, shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


 


(d)            Delay
in Requests. 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 incurred or reductions suffered more than 180 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 (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive,
then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof).


 


3.05            Funding
Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to
time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by
it as a result of:


 


(a)            any
continuation, conversion, payment or prepayment of any Loan to which a Term SOFR Rate Option applies on a day other than the last day
of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(b)            any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or


 


(c)            any
assignment of a Term SOFR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 10.16(a); including any loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain such Loan (excluding loss of anticipated profits) or from fees payable to terminate the deposits
from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection
with the foregoing.


 






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3.06            Matters
Applicable to all Requests for Compensation. A certificate of the Administrative Agent or
any Lender claiming compensation under Section 3.05 and setting forth the additional amount or amounts to be paid to it hereunder
shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any
reasonable averaging and attribution methods.


 


3.07            Survival.
All of the Borrower’s obligations under this Article III shall survive termination
of the Aggregate Commitments and repayment of all other Obligations hereunder.


 


Article IV


CONDITIONS PRECEDENT TO CLOSING DATE AND FUNDING DATE


 


4.01            Conditions
of Closing Date. The occurrence of the Closing Date is subject to satisfaction of the
following conditions precedent:


 


(a)            The
Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (.pdf or similar) unless
otherwise specified or agreed by the Administrative Agent, each properly executed by a Responsible Officer of the Borrower, each dated
the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent:


 


(i)            executed
counterparts of this Agreement, sufficient in number for distribution as reasonably requested by the Administrative Agent;


 


(ii)            a
Note executed by the Borrower in favor of each Lender requesting a Note;


 


(iii)            such
certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the Borrower
as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized
to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;


 


(iv)            a
certificate of the Pennsylvania Secretary of State evidencing that the Borrower is duly organized or formed, and is validly existing,
in good standing under the laws of the State of Pennsylvania;


 


(v)            a
favorable opinion addressing customary issues of Kirkland & Ellis LLP, special New York counsel to the Borrower, addressed to
the Administrative Agent and each Lender, and a favorable opinion addressing customary issues of Morgan, Lewis & Bockius LLP,
Pennsylvania counsel to the Borrower, addressed to the Administrative Agent and each Lender;


 


(vi)            a
certificate signed by a Responsible Officer of the Borrower certifying (A) that the Specified Representations are true and correct
in all material respects on and as of the date hereof (or if qualified by materiality or Material Adverse Effect, true and correct in
all respects, except to the extent that any such Specified Representation relates to an earlier date or period, in which case such Specified
Representation shall have been true and correct in all material respects on and as of such earlier date or period) and (B) on the
Closing Date, there exists no Event of Default under Section 8.01(a) or (f); and


 






    45


     


    

 



 


(b)               The
Borrower shall have paid all fees and expenses required to be paid on or before the Closing Date (including, to the extent invoiced at
least three (3) Business Days prior to the Closing Date, all Attorney Costs).


 


(c)               The
Borrower shall have provided to the Administrative Agent and the Lenders at least three (3) Business Days prior to the Closing Date,
to the extent requested at least ten (10) Business Days prior to the Closing Date, (i) an executed Certificate of Beneficial
Ownership (to the extent required under the Beneficial Ownership Regulation) and such other documentation and other information requested
by the Administrative Agent and any Lender in order to comply with the requirements of the USA PATRIOT Act, (ii) the documentation
and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements
and (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent.


 


(d)                The
Borrower shall have provided to the Administrative Agent and the Lenders the Seller Financial Statements.


 


(e)               The
Commitment Termination Time shall not have occurred.


 


4.02            Conditions
to the Funding Date. The obligation of each Lender to make its Committed Loan on the Funding
Date is subject to the occurrence of the Closing Date and the satisfaction of the following conditions precedent:


 


(a)               Each
of the Specified Representations shall be true and correct in all material respects (except Specified Representations that are qualified
by materiality or Material Adverse Effect, which shall be true and correct in all respects), in each case on the Funding Date (except
to the extent that any such Specified Representation relates to an earlier date or period, in which case such Specified Representation
shall have been true and correct in all material respects on and as of such earlier date or period).


 


(b)               No
Event of Default pursuant to Section 8.01(f) shall exist or would result from such proposed Borrowing and giving pro
forma effect to the Acquisition.


 


(c)               The
Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.


 


(d)               The
Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the Borrower reasonably
expects the Acquisition to be consummated within five (5) Business Days after the date of the Borrowing.


 






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(e)               The
Borrower shall have provided to the Administrative Agent a solvency certificate substantially in the form of Exhibit F.


 


The Request for the Borrowing
on the Funding Date submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections
4.02(a) and (b) have been satisfied on and as of the Funding Date.


 


Article V


REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and
warrants, as of the Closing Date and Funding Date, that:


 


5.01            Corporate
Existence and Power. The Borrower is a corporation duly incorporated, validly existing and
in good standing under the laws of the jurisdiction of its incorporation, and has all corporate powers and all material Authorizations
required to carry on its business as now conducted.


 


5.02            Corporate
and Governmental Authorization; No Contravention. The Borrower’s incurrence of Debt
hereunder, and the execution, delivery and performance by the Borrower of this Agreement and the Notes, (a) are within the corporate
powers of the Borrower, have been duly authorized by all necessary corporate action, and (b) require no action by or in respect
of, or filing with, any Governmental Authority (except such as has been obtained), do not contravene, or constitute a default under,
any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries, or result in the creation
or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.


 


5.03            Binding
Effect. This Agreement constitutes a valid and binding agreement of the Borrower, and each
Note, when executed and delivered in accordance with this Agreement, will constitute a valid and binding obligation of the Borrower,
in each case enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar
laws of general application relating to the enforcement of creditors’ rights.


 


5.04            Financial
Information.


 


(a)               The
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2021, and the related consolidated
statements of income, cash flows and changes in stockholders’ equity for the fiscal year then ended, reported on by Ernst &
Young LLP, independent certified public accountants for the Borrower, and set forth in the Borrower’s 2021 Form 10-K, a copy
of which has been delivered to each of the Lenders, (i) fairly present, in conformity with GAAP, the consolidated financial position
of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such
fiscal year, and (ii) show, to the extent required by GAAP, all material indebtedness and other liabilities, direct or contingent,
of the Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt.


 


(b)               The
unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 2022, and the related unaudited
consolidated statements of income and cash flows for the three (3) months then ended, set forth in the Borrower’s Form 10-Q
for the quarter ended June 30, 2022, a copy of which has been delivered to each of the Lenders, fairly present, in conformity with
GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated
financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and
cash flows for such three (3) month period (subject to normal year-end adjustments).


 






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(c)               Since
December 31, 2021 there has been no material adverse change in the business, assets, liabilities (actual or contingent), operations,
or financial condition of the Borrower and its Consolidated Subsidiaries taken as a whole.


 


5.05            Litigation.
There is no action, suit, proceeding or investigation pending against, or, to the knowledge
of the Borrower, threatened against or affecting, the Borrower or any of its Subsidiaries before any Governmental Authority in which
there is a reasonable possibility of an adverse decision which would reasonably be expected to have a Material Adverse Effect, or which
in any manner draws into question the validity or enforceability of this Agreement or the Notes.


 


5.06            Compliance
with ERISA. Except as would not reasonably be expected to have a Material Adverse
Effect, each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all material respects with the presently applicable
provisions of ERISA and the Internal Revenue Code with respect to each Plan. Except as would not reasonably be expected to have a
Material Adverse Effect, no member of the ERISA Group has (i) sought a waiver of the minimum funding standards under the
Pension Funding Rules, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition
of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code, or (iii) incurred any liability
under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.


 


5.07            Environmental
Matters. In the ordinary course of its business, the Borrower conducts an ongoing review
of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Subsidiaries, in the course of
which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures
required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve
or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any
related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of
or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous
Substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the
basis of this review, the Borrower has concluded that such associated liabilities and costs, including the costs of compliance with Environmental
Laws, are unlikely to have a Material Adverse Effect.


 


5.08            Taxes.
Except as would not reasonably be expected to have a Material Adverse Effect, the Borrower and
its Subsidiaries have filed all United States Federal income tax returns and all other tax returns which are required to be filed by
them, and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any Subsidiary (other
than those not yet delinquent and payable without premium or penalty, and except for those being diligently contested in good faith by
appropriate proceedings, and in each case, for which adequate reserves and provisions for taxes have been made on the books of the Borrower
and each Subsidiary). The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of taxes or other
governmental charges are, in the opinion of the Borrower, adequate.


 






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5.09            Subsidiaries.
Each of the Borrower’s corporate Subsidiaries is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all material governmental
authorizations required to carry on its business as now conducted, except where the absence of any of the foregoing could not reasonably
be expected to have a Material Adverse Effect.


 


5.10            Regulatory
Restrictions on Borrowing; Margin Regulations.


 


(a)               Neither
the Borrower nor any Subsidiary is an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 


(b)               The
Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulations U, T or X issued by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock. Neither the making of any Borrowing nor the use of any proceeds thereof (either by the Borrower or the Borrower and its
Subsidiaries on a consolidated basis) will violate the provisions of Regulations U, T or X issued by the FRB.


 


5.11            Full
Disclosure. No written statement, information, report, representation, or warranty made
by the Borrower in any Loan Document or furnished to the Administrative Agent or any Lender by or on behalf of the Borrower in connection
with any Loan Document, taken as a whole and together with disclosures made by the Borrower in filings with the SEC that are available
to the Lenders, contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that, with respect
to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time made, it being understood that (a) such estimates, projections, forecasts and other forward-looking
information, as to future events, are not to be viewed as facts and that the actual results may differ significantly and (b) no
representation or warranty is made with respect to information of a general economic or general industry nature.


 


5.12            Anti-Money
Laundering/International Trade Law Compliance. The Borrower represents and warrants
that (a) none of the Borrower, any of its Subsidiaries, or any Senior Officer or director of the Borrower or any of its
Subsidiaries, is a Sanctioned Person, (b) to the knowledge of the Borrower, no employee of the Borrower or any of its
Subsidiaries, or any agent of the Borrower or any of its Subsidiaries that will act in any capacity in connection with or
benefit from the credit facility established hereby, is a Sanctioned Person, (c) none of the Borrower or any of its
Subsidiaries, either in its own right or, to the knowledge of the Borrower or such Subsidiary, through any third party, (i) has
any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any
Anti-Terrorism Law; or (ii) does business in or with, or derives any of its income from investments in or transactions with,
any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (d) the
Borrower has implemented and maintains in effect policies and procedures intended to ensure compliance by the Borrower, its
Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or
employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, and (e) each of the
Borrower and its Subsidiaries, and to the knowledge of the Borrower, their respective directors, officers, employees and agents, are
in compliance with Anti-Terrorism Laws and applicable Sanctions in all material respects.


 






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5.13            Compliance
with FCPA. The Borrower and each of its Subsidiaries is in compliance with the Foreign Corrupt
Practices Act, 15 U.S.C. §§ 78dd-l, et seq., and any foreign counterpart thereto. Neither the Borrower nor any of its Subsidiaries
has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist
in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official
or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate
for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business
wrongfully to the Borrower or such Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§
78dd-l, et seq.


 


5.14            Affected
Financial Institutions. None of the Borrower or any of its Subsidiaries is an Affected Financial
Institution.


 


5.15            Certificate
of Beneficial Ownership. The Certificate of Beneficial Ownership executed and delivered
to the Administrative Agent and Lenders for the Borrower pursuant to this Agreement, if any, as updated from time to time in accordance
with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered.


 


Article VI


AFFIRMATIVE COVENANTS


 


The Borrower agrees that,
so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied:


 


6.01            Information.
The Borrower will deliver to the Administrative Agent and each Lender:


 


(a)            as
soon as available, and in any event within 90 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of
the Borrower and its Consolidated Subsidiaries (and, for purposes of this Section 6.01(a), “Consolidated Subsidiaries”
shall include any Unrestricted JV Entity to the extent required to be consolidated by GAAP) as of the end of such fiscal year and the
related consolidated statements of income, cash flows and changes in stockholders’ equity for such fiscal year, setting forth in
each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP,
audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing selected
by the Borrower, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be
subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such
audit;


 






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(b)            as
soon as available, and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Borrower,
a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries (and, for purposes of this Section 6.01(b).
 “Consolidated Subsidiaries” shall include any Unrestricted JV Entity to the extent required to be consolidated by GAAP) as
of the end of such quarter and the related consolidated statements of income and cash flows for such quarter and for the portion of the
Borrower’s fiscal year ended at the end of such quarter, setting forth in the case of such statements of income and cash flows,
in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower’s previous fiscal year,
all certified (subject to normal year-end adjustments and the absence of footnotes) as to fairness of presentation, conformity to GAAP
and consistency by the chief financial officer or the chief accounting officer of the Borrower;


 


(c)            simultaneously
with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a
certificate of a Responsible Officer of the Borrower substantially in the form of the Compliance Certificate attached hereto,
reflecting such financial information for the Unrestricted JV Entities as the Lenders shall reasonably request to enable the
Lenders to verify what adjustments were made by the Borrower to Consolidated Debt, Shareholders’ Equity and other consolidated
amounts in order to exclude such Unrestricted JV Entities in calculating compliance with Section 7.02;


 


(d)            within
five days after any officer of the Borrower obtains actual knowledge of any Default, if such Default is then continuing, a certificate
of a Responsible Officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to
take with respect thereto;


 


(e)            promptly
upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements
so mailed;


 


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


 


(g)            if
and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any “reportable event”
(as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under
Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event,
a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated,
a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice;
(iv) applies for a waiver of the minimum funding standard under the Pension Funding Rules, a copy of such application; (v) gives
notice of intent to terminate any Plan under Section 4041 (c) of ERISA, a copy of such notice and other information filed with
the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; (vii) fails
to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment
to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting of a bond or other security,
a certificate of the chief financial officer or the chief accounting officer of the Borrower setting forth details as to such occurrence
and action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take; or (viii) determines
that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431
and 432 of the Code or Sections 303, 304 and 305 of ERISA, a certification of funding status from the enrolled actuary for the Pension
Plan;


 






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(h)            notice
that S&P or Moody’s has changed the equity treatment for any securities if such change would be relevant to the determination
of whether such securities are Hybrid Equity Securities, such notice to be given by the Borrower promptly upon receiving notice from
S&P or Moody’s, or promptly upon otherwise acquiring actual knowledge of the foregoing; and


 


(i)            from
time to time, such additional information regarding the financial position or business of the Borrower and its Subsidiaries as the Administrative
Agent, at the request of any Lender, may reasonably request.


 


Documents
required to be delivered pursuant to Section (a), (b), (e) or (f) (to the extent any such
documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) (A) on which the Borrower posts such documents, or provides a link thereto
on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (B) on which such
documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency 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), and (ii) on which the Borrower notifies (which may be by electronic mail) the Administrative Agent and
each Lender of the posting of any such documents; provided that the Borrower shall deliver paper copies or soft copies (by
electronic mail) of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies
or soft copies. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery
or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance
by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or
maintaining its copies of such documents.


 


The Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or
information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting
the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) 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 the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees
that (w) all Borrower Materials that are to be made available 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; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public
information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided,
however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08);
(y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not
designated “Public Investor.”


 






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6.02           Payment
of Taxes. Except as would not reasonably be expected to have a Material Adverse Effect,
the Borrower will pay and discharge, and will cause each Subsidiary to pay and discharge, before delinquency, all their respective tax
liabilities, except where the same may be contested in good faith by appropriate proceedings, and will maintain, and will cause each
Subsidiary to maintain, in accordance with generally accepted accounting principles, appropriate reserves for the accrual of any of the
same.


 


6.03            Maintenance
of Property; Insurance.


 


(a)              The
Borrower will keep, and will cause each Subsidiary to keep, all material property useful and necessary in its business in good working
order and condition, ordinary wear and tear excepted.


 


(b)               The
Borrower will, and will cause each of its Subsidiaries to, maintain (either in the name of the Borrower or in such Subsidiary’s
own name) with financially sound and responsible insurance companies (or, in the good faith business judgment of the Borrower, through
self-insurance), insurance with respect to their respective properties and business in at least such amounts, against at least such risks
and with such risk retention as are customarily maintained, insured against or retained, as the case may be, by companies of established
repute engaged in the same or a similar business, to the extent available at the time in question on commercially reasonable terms; and
will furnish to the Lenders, upon request from the Administrative Agent, information presented in reasonable detail as to the insurance
so carried.


 


6.04            Conduct
of Business and Maintenance of Existence. The Borrower will preserve, renew and keep in
full force and effect, and will cause each Subsidiary (to the extent failure to do so would reasonably be expected to cause a Material
Adverse Effect) to preserve, renew and keep in full force and effect their respective legal existence and good standing under the Laws
of the jurisdiction of its organization and their respective rights, privileges and franchises necessary or desirable in the normal conduct
of business; provided that nothing in this Section 6.04 shall prohibit (i) the merger of a Subsidiary into the Borrower
or the merger or consolidation of a Subsidiary with or into another Person if (A) in the case of a Domestic Subsidiary, the Person
surviving such consolidation or merger is a Domestic Subsidiary and (B) in the case of a foreign Subsidiary, the Person surviving
such consolidation or merger is a Subsidiary, if, in each case covered by this clause (i), after giving effect thereto, no Default shall
have occurred and be continuing, or (ii) the termination of the corporate existence of any Subsidiary if the Borrower in good faith
determines that such termination is in the best interest of the Borrower and is not materially disadvantageous to the Lenders.


 






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6.05            Compliance
with Laws. Except as would not reasonably be expected to have a Material Adverse Effect,
the Borrower will comply, and cause each Subsidiary to comply with all applicable laws, ordinances, rules, regulations, and requirements
of governmental authorities (including, without limitation, Environmental Laws and ERISA and the rules and regulations thereunder)
except where the necessity of compliance therewith is contested in good faith by appropriate proceedings.


 


6.06            Inspection
of Property, Books and Records. The Borrower will keep, and will cause each Subsidiary to
keep, proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation
to its business and activities; and, once per year unless an Event of Default exists, will permit, and will cause each Subsidiary to
permit, representatives of any Lender at such Lender’s expense to visit and inspect any of their respective properties, to examine
and make abstracts from any of their respective books and records, and to discuss their respective affairs, finances and accounts with
their respective officers, employees and independent public accountants, all at such reasonable times and as often as may reasonably
be desired.


 


6.07           Use
of Proceeds. The proceeds of the Loans made under this Agreement may be used by the Borrower
to fund, in part, the cash consideration for the Acquisition and the payment of fees and expenses in connection with the Acquisition.


 


6.08            Governmental
Approvals and Filings. The Borrower will, and will cause each Subsidiary to, keep and maintain
in full force and effect all action by or in respect of, or filing with, any Governmental Authority necessary in connection with (a) the
execution and delivery of this Agreement, or any Note issued hereunder by the Borrower, (b) the consummation by the Borrower of
the transactions herein or therein contemplated, (c) the performance of or compliance with the terms and conditions hereof or thereof
by the Borrower, or (d) any other actions required to ensure the legality, validity, binding effect, enforceability or admissibility
in evidence hereof or thereof.


 


6.09            Anti-Money
Laundering/International Trade Law Compliance. The Borrower covenants and agrees that (a) none
of the Borrower or any of its Subsidiaries will become a Sanctioned Person, (b) none of the Borrower or any of its Subsidiaries,
either in its own right or, to the knowledge of the Borrower or such Subsidiary, through any third party, will (i) have any of its
assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law,
or (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or
Sanctioned Person in violation of any Anti-Terrorism Law, (c) it shall maintain in effect policies and procedures intended to ensure
compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity
as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions,
(d) the Borrower will comply, and will cause its Subsidiaries, and to the knowledge of the Borrower, its and their respective directors,
officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and
agents to comply, with Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the funds used to repay the Obligations
will not be derived from any unlawful activity of the Borrower or its Subsidiaries, and (f) the Borrower shall promptly notify the
Administrative Agent in writing upon the occurrence of a Reportable Compliance Event.


 






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6.10            Certificate
of Beneficial Ownership and Other Additional Information. The Borrower will provide to the
Administrative Agent and the Lenders: (a) to the extent required under the Beneficial Ownership Regulation, confirmation of the
accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Administrative Agent and
Lenders; (b) to the extent required under the Beneficial Ownership Regulation, a new Certificate of Beneficial Ownership, in form
and substance acceptable to the Administrative Agent and each Lenders, when the individual(s) to be identified as a Beneficial Owner
have changed; and (c) such other information and documentation as may reasonably be requested by the Administrative Agent or any
Lender from time to time for purposes of compliance by the Administrative Agent or such Lender with applicable Laws (including without
limitation the USA PATRIOT Act and other “know your customer” and anti-money laundering rules and regulations), and
any policy or procedure implemented by the Administrative Agent or such Lender to comply therewith.


 


Article VII


NEGATIVE COVENANTS


 


So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied:


 


7.01            Liens.
Neither the Borrower nor any Subsidiary shall, directly or indirectly, create, incur, assume
or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:


 


(a)           any
Lien existing on any asset of any Person at the time such Person becomes a Subsidiary, provided such Lien is not created in contemplation
of such event;


 


(b)           any
Lien on any asset (plus improvements thereon, related contracts, intangibles and other assets that are included thereto or arise therefrom,
and the products and proceeds thereof) securing Debt incurred or assumed for the purpose of financing all or any part of the cost of
acquiring, improving, constructing or repairing such asset, provided that such Lien attaches to such asset concurrently with or
within 180 days after completion of the acquisition, improvement, construction or repair thereof;


 


(c)            any
Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary,
provided such Lien is not created in contemplation of such event;


 


(d)           any
Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary, provided such Lien is not created
in contemplation of such acquisition;


 






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(e)            any
Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the other clauses
of this Section; provided that such Debt is not increased (other than amounts incurred to pay costs, including accrued and unpaid
interest, fees, premiums and expenses related thereto, of renewal and replacement) and is not secured by any additional assets (other
than accessions, improvements and replacements of such assets);


 


(f)            Liens
on cash and cash equivalents to secure obligations arising under Swap Contracts which Liens (i) are granted pursuant to a Master
Agreement or pursuant to the rules of a designated contract market and (ii) secure Swap Contracts which are entered into with
respect to the Borrower’s operations in the ordinary course of its business;


 


(g)            Liens
in favor of the Borrower or any Subsidiary (other than Liens on assets of the Borrower);


 


(h)            Liens
granted pursuant to any Loan Documents;


 


(i)            Permitted
Encumbrances;


 


(j)            Liens
on any amounts held by a trustee under any indenture issued in escrow pursuant to customary escrow arrangements pending the release thereof,
or under any indenture pursuant to customary discharge, redemption (including a special mandatory redemption in connection with an acquisition)
or defeasance provisions;


 


(k)          Liens
on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return
of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred
in the ordinary course of business; provided that no Liens under this clause (k) shall secure debt for borrowed money;


 


(l)            Liens
on insurance policies and the proceeds thereof securing the financing of the related premiums;


 


(m)            Liens
on the capital stock or other equity interest of an Unrestricted JV Entity permitted under Section 7.09(a);


 


(n)            Liens
on any cash or cash equivalent collateral used to Cash Collateralize (as defined in the Revolving Credit Agreement), any Letter of Credit
(as defined in the Revolving Credit Agreement) under the Revolving Credit Agreement; and


 


(o)            Liens
not otherwise permitted by the foregoing clauses of this Section; provided that the aggregate outstanding principal amount of
all Debt and other obligations secured thereby and outstanding at the time such Debt is incurred or such Lien is granted, shall not,
at such time, exceed fifteen percent (15.0%) of Consolidated Net Tangible Assets (as of the date of determination).


 


The expansion of obligations secured by Liens
by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Debt,
amortization of original issue discount and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange
rate of currencies will not be deemed to be an incurrence of Liens for purposes of this Section 7.01.


 






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7.02            Debt
to Total Capital. The Borrower will not permit, as of the last day of each fiscal quarter
commencing with the first fiscal quarter ending after the Closing Date, Consolidated Debt to exceed sixty-five percent (65%) of Total
Capital as of such date.


 


7.03            Transactions
with Affiliates. The Borrower 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 capital stock or other equity interests
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 with, any Affiliate, except on an arms-length basis on terms at least as favorable to the Borrower or such
Subsidiary as could have been obtained from a third party who was not an Affiliate; provided that the foregoing restrictions shall not
apply to (i) transactions between or among the Borrower and any of its Subsidiaries (without giving effect to the proviso in the
definition of “Subsidiary”, and whether or not wholly-owned) or (ii) immaterial transactions, and provided further that
the foregoing provisions of this Section shall not prohibit any such Person from declaring or paying any lawful dividend or other
payment ratably in respect of all of its capital stock of the relevant class so long as, after giving effect thereto, no Default shall
have occurred and be continuing.


 


7.04            [Reserved].


 


7.05          Mergers
and Sales of Assets. The Borrower will not (a) consolidate or merge with or into any
other Person or (b) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Borrower
and its Subsidiaries, taken as a whole, to any other Person; provided that (i) the Borrower may merge with any another Person if
(x) the Borrower is the corporation surviving such merger and (y) after giving effect to such merger, no Default shall have
occurred and be continuing and (ii) any Subsidiary may sell, lease or otherwise transfer all or substantially all of its assets
to a wholly-owned Subsidiary.


 


7.06          Change
in Nature of Business. The Borrower shall not, nor shall it permit any Subsidiary to, directly
or indirectly, engage in any material line of business substantially different from those lines of business conducted by the Borrower
and its Subsidiaries on the date hereof or any business substantially related or incidental thereto, provided that the Borrower or any
Subsidiary may engage in any Similar Business.


 


7.07            Use
of Proceeds. The Borrower shall not use the proceeds of the Borrowing, whether directly
or indirectly, for a purpose that entails a violation of Regulations U, T or X of the FRB. The proceeds of the Loans shall not be used,
directly or indirectly, by the Borrower or its Subsidiaries (a) to fund any operations in, finance any investments or activities
in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law or (b) in any manner
that would result in a violation of any Anti-Terrorism Law applicable to any party hereto.


 






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7.08          Subsidiary
Debt. The Borrower will not permit the aggregate outstanding principal amount of Debt for
borrowed money of all Subsidiaries (other than Guarantor Subsidiaries) to exceed 15.0% of Consolidated Net Tangible Assets (as of the
date of determination), except:


 


(a)               any
Debt existing at the time such Person becomes a Subsidiary not incurred in contemplation of such event;


 


(b)               any
Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring, improving, constructing or repairing
any asset; provided that such debt is incurred concurrently with or within 180 days after completion of the acquisition, improvement,
construction or repair thereof;


 


(c)               any
Debt of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary not created in
contemplation of such event;


 


(d)               Debt
owed to the Borrower or a Subsidiary;


 


(e)               Debt
incurred to finance insurance premiums in the ordinary course of business in an aggregate principal amount not to exceed the amount of
such insurance premiums;


 


(f)                guarantees
of other Debt permitted by this Agreement; and


 


(g)               any
Debt arising out of the refinancing, extension, renewal or refunding of any Debt permitted under clause (a), (b) or (c) of
this Section; provided that such Debt is not increased (other than amounts incurred to pay costs, including accrued and unpaid interest,
fees, premiums and expenses related thereto, at renewal and replacement).


 


7.09            Unrestricted
JV Entities.


 


(a)               Except
as otherwise provided under this Section 7.09, the Borrower shall not, and shall not permit any Subsidiary to, (i) provide
any Guarantee of any Debt of any Unrestricted JV Entity, (ii) permit any Debt of any Unrestricted JV Entity to be recourse to the
Borrower, any Subsidiary or any of their respective assets, or (iii) permit any Lien on the property of the Borrower or any Subsidiary
to secure any Debt of any Unrestricted JV Entity, in each case, other than a Lien (and corresponding limited guarantee) on the capital
stock or other equity interests of such Unrestricted JV Entity to secure Debt of such Unrestricted JV Entity.


 


(b)               Except
as otherwise provided under this Section 7.09, the Borrower shall not permit any Unrestricted JV Entity to (i) own any
capital stock of or other equity interests in the Borrower or any Subsidiary, (ii) hold any Debt of the Borrower, except in the
ordinary course of business but in no event Debt for borrowed money, or (iii) hold any Lien on property of the Borrower or any Subsidiary,
except in connection with the ordinary course of business but in no event to secure Debt for borrowed money.


 


(c)               Notwithstanding
anything to the contrary set forth in clauses (a) and (b) above, so long as no Event of Default then exists
or will result therefrom, (i) the Borrower or any Subsidiary may sell or otherwise transfer any asset (excluding capital stock
of or other equity interests in any Subsidiary) to any Unrestricted JV Entity, and any Unrestricted JV Entity may own such
assets, (ii) the Borrower or any Subsidiary may sell or otherwise transfer capital stock of or other equity interests in any
Subsidiary to any Unrestricted JV Entity, and any Unrestricted JV Entity may own such capital stock or other equity interests, so
long as such Subsidiary is not a “Subsidiary” of the Borrower under this Agreement after giving effect to such sale or
transfer and (iii) the Borrower and any Subsidiary of the Borrower may provide credit support (including issuing and
maintaining letters of credit, guaranties (other than guaranties of Debt for borrowed money) and surety and performance bonds on
behalf of any Unrestricted JV Entity) to any Unrestricted JV Entity pursuant to agreements between the Borrower, any Subsidiary and
any Unrestricted JV Entity entered into in the ordinary course of business.


 






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(d)            The
Borrower shall not permit any Unrestricted JV Entity to engage in any material line of business substantially different from those lines
of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto,
provided that any Unrestricted JV Entity may engage in any Similar Business.


 


Article VIII


EVENTS OF DEFAULT AND REMEDIES


 


8.01            Events
of Default. Any of the following shall constitute an Event of Default:


 


(a)            Non-Payment.
The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within five
days after the same becomes due, any interest on any Loan, or any facility or other fee due hereunder, or any other amount payable hereunder
or under any other Loan Document; or


 


(b)            Specific
Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.01(d), 6.04
(with respect to the Borrower’s existence), 6.07, 6.08, or 6.09(a) or Article VII;
or


 


(c)            Other
Defaults. The Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a) or
(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days;
or


 


(d)            Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower,
in this Agreement or in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect
or misleading in any material respect (except to the extent qualified by materiality, in which case they shall be true and correct in
all respects and except that the representation and warranty made in Section 5.12(a) shall be true and correct in all
respects) when made or deemed made; provided that (except in the case of any representation, warranty or certification made with
respect to any financial statement of the Borrower or made pursuant to Section 5.12(a)) if such lack of correctness is capable
of being remedied or cured within a 30-day period, Borrower shall have a period of 30 days after the earlier of (i) written notice
thereof has been given to the Borrower by Administrative Agent (acting on the request of one or more Lenders) or (ii) a Responsible
Officer of the Borrower has obtained knowledge thereof, within which to remedy or cure such lack of correctness; or


 






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(e)            Cross-Payment
Default; Cross-Acceleration. The Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) in respect of any Material Financial Obligations, or (B) fails to observe
or perform any other agreement or condition relating to any Material Debt or contained in any instrument or agreement evidencing, securing
or relating thereto, the effect of which default or other event is to cause the maturity of such Material Debt to be accelerated or to
cause such Material Debt to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem such Debt to be made, prior to its stated maturity; or


 


(f)            Insolvency
Proceedings. Etc. The Borrower or any Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such
Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating
to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed
or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or


 


(g)            Inability
to Pay Debts; Attachment. The Borrower or any Material Subsidiary (i) admits in writing its inability or fails generally to
pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after
its issue or levy; or


 


(h)            Judgments.
There is entered against the Borrower or any Subsidiary final judgments or orders for the payment of money in an aggregate amount exceeding
$175,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), and
(A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive
days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 


(i)            ERISA.
Any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $175,000,000 which it shall have
become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA
by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings
under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or
to cause a trustee to be appointed to administer, any Material Plan; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal
from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans, which
could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $175,000,000 in the aggregate;
or


 






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(j)                Invalidity
of Loan Documents. Any Loan Document (other than the Fee Letters), at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or
the Borrower or any other Person contests in any manner the validity or enforceability of any Loan Document; or the Borrower denies that
it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document;
or


 


(k)               Change
of Control. There occurs any Change of Control with respect to the Borrower.


 


8.02            Remedies
Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative
Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:


 


(a)             declare
the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;


 


(b)               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, without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by the Borrower;


 


(c)               [reserved];
and


 


(d)             exercise
on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law;


 


provided,
however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the
Bankruptcy Code of the United States, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further
act of the Administrative Agent or any Lender.


 


8.03            Application
of Funds. After the exercise of remedies provided for in Section 8.02 (or after
the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall be applied by the Administrative Agent in the following order:


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney
Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders (including Attorney Costs and amounts payable under Article III), ratably among them in proportion
to the amounts described in this clause Second payable to them;


 






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Third,
to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion
to the respective amounts described in this clause Third held by them; and


 


Last,
the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required
by Law.


 


Article IX


ADMINISTRATIVE AGENT


 


9.01            Appointment
and Authorization of Administrative Agent.


 


Each of the Lenders hereby
irrevocably appoints PNC Bank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are
solely for the benefit of the Administrative Agent, the Lenders and the Borrower shall not have rights as a third party beneficiary of
any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents
(or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable law; provided that the meaning of such term in Section 10.07(c) is
intended to be consistent with the meaning of such term as used in Section 5f.103-1(c) of the United States Treasury Regulations.
Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between
contracting parties.


 


9.02            Rights
as a Lender. 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 Borrower 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.


 


9.03            Exculpatory
Provisions. The Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting
the generality of the foregoing, the Administrative Agent:


 


(a)               shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(b)               shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents 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 herein or in the other Loan Documents),
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 any Loan Document or applicable law, including for the avoidance
of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may affect a forfeiture, modification
or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and


 






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(c)            shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its 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 Sections 10.01 and 8.02) or (ii) in the absence of its
own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.
The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is
given to the Administrative Agent by the Borrower or a Lender.


 


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 any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument
or document or (v) the satisfaction of any 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.


 


9.04            Reliance
by 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 shall be entitled to rely on 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.


 






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9.05            Indemnification
of Administrative Agent. Whether or not the transactions contemplated hereby are consummated,
the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without
limiting the obligation of the Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it, provided that such unreimbursed Indemnified Liabilities were incurred by or asserted against
the Administrative Agent in its capacity as such or against any Agent-Related Persons acting for the Administrative Agent in connection
with such capacity; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such
Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person’s own gross negligence or willful misconduct; and provided, further, that no action taken in accordance
with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this
Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share
of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise)
of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated
by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower.
The obligations of the Lenders in this Section are subject to the provisions of Section 2.12(e) and shall survive
termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.


 


9.06            Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative
Agent. The Administrative Agent 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. The Administrative Agent
shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction
determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the
selection of such sub-agents.


 


9.07            Resignation
of Administrative Agent. The Administrative Agent may at any time give notice of its
resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the
right, in consultation with the Borrower (so long as no Event of Default exists), to appoint a successor, which shall be a bank with
an office in the United States, or an Affiliate of any such bank with an office in the United States. 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 Section.
Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in this Section). 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 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub
agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent.


 






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9.08            Non-Reliance
on Administrative Agent and Other Lenders. 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, any other Loan Document or any related agreement or any document furnished hereunder
or thereunder.


 


9.09            No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers,
Co-Syndication Agents or Co-Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender
hereunder.


 


9.10            Administrative
Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower,
the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered,
by intervention in such proceeding or otherwise:


 


(a)                to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders
and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders
and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 2.03(i) and (j), 2.09, 10.04 and 10.05) allowed in such judicial proceeding; and


 






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(b)           to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders to pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Sections 2.09, 10.04 and 10.05.


 


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


 


9.11        No
Reliance on Administrative Agent’s Customer Identification Program. Each Lender acknowledges
and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry
out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations
required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31
CFR 1020.220 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs
involving any of the following items relating to or in connection with Borrower, its Affiliates or its agents, the Loan Documents or
the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons
with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such other Anti-Terrorism
Law.


 


9.12        Recovery
of Erroneous Payments.


 


(a)            If
the Administrative Agent notifies any Credit Party, or any Person who has received funds on behalf of a Credit Party (any such Credit
Party or other recipient (excluding, for the avoidance of doubt, the Borrower and its Subsidiaries and their Affiliates), a “Payment
Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice
under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any
of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether
or not known to such Payment Recipient) (any such funds, whether received as a payment, prepayment or repayment of principal, interest,
fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of
such Erroneous Payment (or a portion thereof) (provided that, without limiting any other rights or remedies (whether at law or
in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment
unless such demand is made within 10 Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient),
such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be held in trust for the benefit
of the Administrative Agent, and such Credit Party shall (or, with respect to any Payment Recipient who received such funds on its behalf,
shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter, return to the Administrative
Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency
so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof)
was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater
of the Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause
(a) shall be conclusive, absent manifest error.


 






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(b)           Without
limiting immediately preceding clause (a), each Payment Recipient hereby further agrees that if it receives a payment, prepayment
or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the
Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified
in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment,
prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative
Agent (or any of its Affiliates), or (z) that such Payment Recipient otherwise becomes aware was transmitted, or received, in error
or by mistake (in whole or in part) in each case:


 


(i)            (A) in
the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written
confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding
clause (z)), in each case, with respect to such payment, prepayment or repayment; and


 


(ii)           such
Payment Recipient shall promptly (and, in all events, within one (1) Business Day of its knowledge of such error) notify the Administrative
Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying
the Administrative Agent pursuant to this Section 9.12(b).


 


(c)            Each
Credit Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Credit
Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Credit Party from any source,
against any amount due to the Administrative Agent under immediately preceding clause (a).


 






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(d)            In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (a), from any Credit Party that has received such
Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on
its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative
Agent’s notice to such Credit Party at any time, (i) such Credit Party shall be deemed to have assigned its Loans (but not
its Commitments) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may
specify) (such assignment of the Loans (but not Commitments), the “Erroneous Payment Deficiency Assignment”) at par
plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby
(together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency
Assignment, and such Credit Party shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the
Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such
deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment
Deficiency Assignment and the assigning Credit Party shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency
Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable
Commitments which shall survive as to such assigning Credit Party and (iv) the Administrative Agent may reflect in the Register
its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion,
sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous
Payment Return Deficiency owing by the applicable Credit Party shall be reduced by the net proceeds of the sale of such Loan (or portion
thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Credit Party (and/or against any
recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will
reduce the Commitments of any Credit Party and such Commitments shall remain available in accordance with the terms of this Agreement.
In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired
pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated,
the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Credit Party under the Loan
Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).


 


(e)            The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the
Borrower, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment
that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment.


 


(f)            To
the extent permitted by applicable Laws, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based
on “discharge for value” or any similar doctrine.


 






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(g)            Each
party’s obligations, agreements and waivers under this Section 9.12 shall survive the resignation or replacement of
the Administrative Agent, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any
portion thereof) under any Loan Document.


 


9.13        Certain
ERISA Matters.


 


(a)            Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, 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
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments
or this Agreement,


 


(ii)           the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), 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 subsections (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


 


(iv)         such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)            In
addition, unless either (1) subclause (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 subclause
(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 not, for the avoidance of
doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender
involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and
this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,
any Loan Document or any documents related hereto or thereto).


 






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Article X


MISCELLANEOUS


 


10.01      Amendments,
Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document,
and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the
Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:


 


(a)            extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written
consent of such Lender;


 


(b)            postpone
any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the
Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;


 


(c)            reduce
the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii) of the second proviso to this
Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of
each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to
amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;


 


(d)            change
Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without
the written consent of each Lender; or


 


(e)            change
any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number
or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender;


 


and, provided
further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition
to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;
(ii) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender
all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (iii) the
Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.


 






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10.02      Notices;
Effectiveness; Electronic Communication.


 


(a)            Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided
in subsection (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 telecopier as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(i)            if
to the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified
for such Person on Schedule 10.02; and


 


(ii)           if
to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.


 


Notices
sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered
through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in
such subsection (b).


 


(b)           Electronic
Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that
the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.


 


Unless
the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening
of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor.


 






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(c)            The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender
or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising
out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Agent Party; provided,
however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect,
special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 


(d)           Change
of Address. Etc. Each of the Borrower and the Administrative Agent may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative
Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent
has on record (i) an effective address, contact name, telephone number, telecopier number
and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such
Lender.


 


(e)            Reliance
by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices
purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each
of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given
by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded
by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


10.03      No
Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise,
and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative
and not exclusive of any rights, remedies, powers and privileges provided by law.


 






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10.04      Attorney
Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the
Administrative Agent for all reasonable and documented out-of-pocket costs and expenses, including Attorney Costs (which shall be
limited to those of one firm of outside counsel and, if necessary, a single local counsel in each appropriate jurisdiction and such
other counsel retained with the Borrower’s prior written consent), incurred in connection with the development, preparation,
negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of
the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and thereby, and (b) to pay or reimburse the
Administrative Agent and each Lender for all reasonable out-of- pocket costs and expenses, including Attorney Costs, incurred in
connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other
Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the
Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law). The foregoing costs and expenses
shall include all search, filing, recording, title insurance and appraisal charges and fees and Other Taxes related thereto, and
other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside
experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable
promptly after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and
repayment of all other Obligations.


 


10.05      Indemnification;
Damage Waiver.


 


(a)            Indemnification
by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless
each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact
(collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements (including the Attorney Costs of one firm of counsel for
all Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate material jurisdiction
for all such Indemnitees, taken as a whole (and, in the case of an actual conflict of interest where the Indemnitee affected by such
conflict notifies the Borrower of the existence of such conflict and thereafter, retains its own counsel, of another firm of counsel
for such affected Indemnitee)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against
any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance
or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated
thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or the use or proposed use of the
proceeds therefrom, (c) any actual or alleged presence or release of Hazardous Substances on or from any property currently or formerly
owned or operated by the Borrower or any Subsidiary of the Borrower, or any Environmental Liability related in any way to the Borrower
or any Subsidiary of the Borrower, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any
of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of
any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto
and regardless of whether brought by the Borrower or any third party (all the foregoing, collectively, the “Indemnified Liabilities”),
in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from (x) the breach of this Agreement in bad faith by such Indemnitee, (y) gross
negligence or willful misconduct of such Indemnitee or (z) any dispute solely between or among Indemnitees (not arising as a result
of any act or omission by the Borrower), other than claims against a Lender in its capacity as Administrative Agent. No Indemnitee shall
be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement. All amounts due under this Section 10.05 shall be payable
within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative
Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all
the other Obligations. Without limiting the provisions of Section 3.01(d), this Section shall not apply with respect
to Taxes other than any Taxes that represent liabilities, obligations, losses, etc. arising from any non-Tax claim.


 






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(b)           Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each such party
hereby waives, any claim against any other party, 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, any other Loan Document
or any agreement or instrument entered into or delivered pursuant hereto, the transactions contemplated hereby or thereby, any Loan or
the use of the proceeds thereof. No Indemnitee referred to in subsection (a) above shall be liable for any damages arising
from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee
through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the bad faith, gross
negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.


 


10.06      Payments
Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the
Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the
proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and
effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to the
Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest
thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Overnight Bank Funding Rate from
time to time in effect.


 






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10.07      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 the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights
or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d) of this Section, (iii) by way
of pledge or assignment of a security interest subject to the restrictions of subsection (f) or (j) of this Section,
or (iv) to an SPC in accordance with the provisions of subsection (i) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). 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 subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)            Any
Lender may at any time assign to one or more assignees 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); provided that any such assignment shall be subject
to the following conditions:


 


(i)            Minimum
Amounts.


 


(A)            in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing
to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund (as defined in subsection
(h) of this Section), no minimum amount need be assigned, and


 


(B)            in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of
the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000 unless each of the Administrative Agent, and, so long as no Default or Event of Default has occurred
and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however,
that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single
assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether
such minimum amount has been met.


 






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(ii)           Proportionate
Amounts. 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 with respect to the Loans or the Commitment assigned.


 


(iii)          Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of
this Section and, in addition:


 


(A)            the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or
an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto
by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; and


 


(B)            the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is
to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.


 


(iv)         Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may,
in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not
a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)           No
Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause B, or (C) to a natural Person.


 


(vi)          Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay
and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and
interest accrued thereon) and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans. Notwithstanding the foregoing,
in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable
Law without compliance with the provisions of this subsection, then the assignee of such interest shall be deemed to be a Defaulting
Lender for all purposes of this Agreement until such compliance occurs.


 






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Subject
to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) 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 3.01, 3.04, 3.05, 10.04 and 10.05 with
respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent
otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any
claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its
expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection 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 subsection (d) of this Section.


 


(c)            The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent
thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amounts (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 absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement. 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.


 


(d)            Any
Lender may at any time, 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 Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) 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. For the avoidance of doubt, each Lender shall be responsible for the
indemnity under Section 9.05 with respect to any payments made by such Lender to its Participant(s).


 






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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, waiver or other modification described in the first proviso to Section 10.01 that directly affects such
Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to
the benefits of Sections 3.01, 3.04 and 3.05, subject to the requirements and limitations in such Sections,
including the requirements under Section 3.01(g) (it being understood that the documentation required under Section 3.01(g) shall
be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section; provided that such Participant agrees to be subject to the
provisions of Section 10.16 as if it were an assignee under subsection (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and
address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or
other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall
have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any
information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan,
letter of credit or other obligation is in registered form under Section 5f.103-l(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. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative
Agent) shall have no responsibility for maintaining a Participant Register.


 


(e)            A
Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such
entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable
participation or unless the sale of the participation to such Participant is made with the Borrower’s prior written
consent. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to
cooperate with the Borrower to effectuate the provisions of Section 10.16 with respect to any Participant.


 


(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 any pledge or assignment to secure obligations to a Federal Reserve
Bank or other central bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.


 






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(g)           Electronic
Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import
in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


 


(h)            As
used herein, the following terms have the following meanings:


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 10.07(b)(iii) and (b)(v) (subject
to such consents, if any, as may be required under Section 10.07(b)(iii)).


 


“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 business.


 


“Approved
Fund” means any Fund 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.


 


(i)            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 Committed 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 Committed Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Committed Loan, the Granting
Lender shall be obligated to make such Committed 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 3.04), (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 Committed Loan by an SPC hereunder shall utilize the Commitment
of the Granting Lender to the same extent, and as if, such Committed 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 payment of a processing
fee of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its
right to receive payment with respect to any Committed Loan to the Granting Lender and (ii) disclose on a confidential basis any
non-public information relating to its funding of Committed 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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(j)            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 10.07, (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.


 


10.08      Confidentiality.
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, 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); (b) to
the extent requested by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena
or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any
prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s
professional advisor) to any swap or derivative transaction relating to obligations of the Borrower; (g) with the consent of the
Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower;
(i) to the National Association of Insurance Commissioners or any other similar organization; 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 and the Lenders in connection with the administration and management of this Agreement,
the other Loan Documents, the Commitments, and the Borrowing. For purposes of this Section, “Information” means all
information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses,
other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure
by the Borrower or any Subsidiary. 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 exercised the same degree of care to maintain the confidentiality
of such Information as such Person would accord to its own confidential information.


 


Each
of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning
the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and
state securities Laws.


 






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10.09      Set-off.
In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and
during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to
the Borrower, any such notice being waived by the Borrower to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender
to or for the credit or the account of the Borrower against any and all Obligations owing to such Lender hereunder or under any other
Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand
under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency
different from that of the applicable deposit or indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative
Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect
the validity of such set-off and application.


 


10.10      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.


 


10.11      Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by
telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.


 


10.12      Integration.
This Agreement, together with the other Loan Documents, comprises the complete and integrated
agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject
matter. 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.


 






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10.13      Survival
of Representations and Warranties. All representations and warranties made hereunder and
in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive
the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative
Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of the Borrowing, and shall continue
in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.


 


10.14      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.


 


10.15      Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the
contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to 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 party hereto
                                            that is an Affected Financial Institution; and



 


		(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.



 






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10.16      Mitigation
Obligations; Replacement of Lenders.


 


(a)            Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to
pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, then such Lender shall (at the request of the Borrower) 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 3.04 or 3.01, as the case may be, in the future, and (ii) would not subject such Lender to
any unreimbursed cost or expense and would not otherwise be materially 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.


 


(b)            Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any
Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01
or if any Lender is a Defaulting Lender, a Declining Lender or a Non-Consenting Lender or if any other circumstance exists hereunder
that gives the Borrower the right to replace a Lender as a party hereto, 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 in, and consents required by, Section 10.07), all of its interests, rights
(other than its existing rights to payments pursuant to Section 3.04 or Section 3.01) and obligations under
this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment), provided that:


 


(i)            the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.07(b);


 


(ii)           such
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 and under the other Loan Documents (including any amounts under Section 3.05)
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);


 


(iii)          in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(iv)         such
assignment does not conflict with applicable Laws; and


 


(v)          in
the case of any assignment resulting from a Lender becoming a Non- Consenting Lender, the applicable assignee shall have consented to
the applicable amendment, waiver or consent.


 






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A
Lender shall not be required to make any such assignment or 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. Each party hereto agrees that an assignment
required pursuant to this Section 10.16(b) may be effected pursuant to an Assignment and Assumption executed by the
Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption
by reference pursuant to the Platform), and (b) the Lender required to make such assignment need not be a party thereto in order
for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof.


 


10.17     Governing
Law.


 


(a)           THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT THE ADMINISTRATIVE
AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


(b)           ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF
NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.


 


10.18      No
Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby, the Borrower acknowledges and agrees that: (i) the credit facility provided for hereunder and
any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document) are an arm’s- length commercial transaction between the Borrower and
its Affiliates, on the one hand, and the Administrative Agent, the Lenders and the Arrangers, on the other hand, and the Borrower is
capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated
hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in
connection with the process leading to such transaction, the Administrative Agent, the Lenders and the Arrangers, each is and has
been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates,
stockholders, creditors or employees or any other Person; (iii) none of the Administrative Agent, any Lender or any Arranger
has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the
transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other
modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any Lender or Arranger has
advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Administrative Agent, any
Lender or any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Administrative Agent, the
Lenders, the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Lender or any Arranger has any
obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the
Administrative Agent, the Lenders and the Arranger(s) have not provided and will not provide any legal, accounting, regulatory
or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification
hereof or of any other Loan Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the
extent it has deemed appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that
it may have against the Administrative Agent, the Lenders and the Arrangers with respect to any breach or alleged breach of agency
or fiduciary duty.


 






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10.19      Waiver
of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT
TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED
OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY
TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


10.20      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 Borrower that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “USA PATRIOT Act”), it
is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of
each Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Borrower
in accordance with the Act. To help the government fight the funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verify and record information that identifies each Borrower that opens an account. What this means:
when the Borrower opens an account, the Lender will ask for the business name, business address, taxpayer identifying number and other
information that will allow the Lender to identify the Borrower, such as organizational documents. For some businesses and organizations,
the Lender may also need to ask for identifying information and documentation relating to certain individuals associated with the business
or organization.


 






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10.21      Reserved.


 


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.


 


(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: (a) a “covered entity” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. §252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. §47.3(b); or (c) 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).


 


10.23      ENTIRE
AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 






    86


     


    

 


	 	EQT CORPORATION, a Pennsylvania corporation  
	 	 
	 	By:	/s/ David M. Khani
	 	Name:	David M. Khani
	 	Title:	Chief Financial Officer



 


[Signature
Page — Credit Agreement (Eqt Corporation)]


 






     


     


    

 





	 	PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender  
	 	 
	 	By:	/s/ Kyle T. Helfrich
	 	Name:	Kyle T. Helfrich
	 	Title:	Senior Vice President



 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	Royal Bank of Canada, as a Lender  
	 	 
	 	By:	/s/ Don J. McKinnerney
	 	Name:	Don J. McKinnerney
	 	Title:	Authorized Signatory






 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	Mizuho Bank, Ltd., as a Lender  
	 	 
	 	By:	/s/ Edward Sacks
	 	Name:	Edward Sacks
	 	Title:	Authorized Signatory



 


Signature Page to 

Credit Agreement


 









     


     


    

 


	 	BANK OF AMERICA, N.A., as a Lender  
	 	 
	 	By:	/s/ Salman Samar
	 	Name:	Salman Samar
	 	Title:	Director



 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	BARCLAYS BANK PLC, as a Lender  
	 	 
	 	By:	/s/ Sydney G. Dennis
	 	Name:	Sydney G. Dennis
	 	Title:	Director



 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	Citibank, N.A., as a Lender  
	 	 
	 	By:	/s/ Jeff Ard
	 	Name:	Jeff Ard
	 	Title:	Vice President



 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as a Lender  
	 	 
	 	By:	/s/ Sofia Barrera Jaime
	 	Name:	Sofia Barrera Jaime
	 	Title:	Vice President



 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	MUFG Bank Limited, as a Lender  
	 	 
	 	By:	/s/ Christopher Facenda
	 	Name:	Christopher Facenda
	 	Title:	Authorized Signatory



 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender  
	 	 
	 	By:	/s/ Michael Real
	 	Name:	Michael Real
	 	Title:	Managing Director



 


Signature Page to 

Credit Agreement


 






     


     


    

 


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



 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	Sumitomo Mitsui Banking Corporation, as a Lender  
	 	 
	 	By:	/s/ Jeffrey Cobb
	 	Name:	Jeffrey Cobb
	 	Title:	Director



 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender  
	 	 
	 	By:	/s/ Marc Graham
	 	Name:	Marc Graham
	 	Title:	Managing Director



 


Signature Page to 

Credit Agreement


 






     


     


    

 


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



 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	TRUIST BANK, as a Lender  
	 	 
	 	By:	/s/ James Giordano
	 	Name:	James Giordano
	 	Title:	Managing Director



 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	U.S. Bank National Association, as a Lender  
	 	 
	 	By:	/s/ Paul V. Farrell
	 	Name:	Paul V. Farrell
	 	Title:	Vice President



 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	First National Bank of PA, as a Lender  
	 	 
	 	By:	/s/ Paul Wargo
	 	Name:	Paul Wargo
	 	Title:	Corporate Relationship Manager



 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	CITIZENS BANK, N.A., as a Lender  
	 	 
	 	By:	/s/ Carl S. Tabacjar, Jr.
	 	Name:	Carl S. Tabacjar, Jr.
	 	Title:	Senior Vice President



 


Signature Page to 

Credit Agreement


 






     


     


    

 


	 	M&T Bank, as a Lender  
	 	 
	 	By:	/s/ Stephen Hoffman
	 	Name:	Stephen Hoffman
	 	Title:	Senior Vice President



 


Signature Page to 

Credit Agreement


 






     


     


    
















 





SCHEDULE 2.01


 


COMMITMENTS AND PRO RATA SHARES


 


	Lender	 	Commitment	 	 	Percentage	 
	Royal Bank of Canada	 	$	149,999,999.99	 	 	 	11.999999999	%
	PNC Bank, National Association	 	$	149,999,999.99	 	 	 	11.999999999	%
	Mizuho Bank, Ltd.	 	$	149,999,999.99	 	 	 	11.999999999	%
	Bank of America, N.A.	 	$	68,750,000.00	 	 	 	5.500000000	%
	Barclays Bank PLC	 	$	68,750,000.00	 	 	 	5.500000000	%
	Citibank, N.A.	 	$	68,750,000.00	 	 	 	5.500000000	%
	JPMorgan Chase Bank, N.A.	 	$	68,750,000.00	 	 	 	5.500000000	%
	MUFG Bank, Ltd.	 	$	68,750,000.00	 	 	 	5.500000000	%
	Wells Fargo Bank, National Association	 	$	68,750,000.00	 	 	 	5.500000000	%
	Credit Suisse AG, New York Branch	 	$	56,250,000.00	 	 	 	4.500000000	%
	Sumitomo Mitsui Banking Corporation	 	$	56,250,000.00	 	 	 	4.500000000	%
	The Bank of Nova Scotia, Houston Branch	 	$	56,250,000.00	 	 	 	4.500000000	%
	The Toronto-Dominion Bank, New York Branch	 	$	56,250,000.00	 	 	 	4.500000000	%
	Truist Bank	 	$	56,250,000.00	 	 	 	4.500000000	%
	U.S. Bank National Association	 	$	56,250,000.00	 	 	 	4.500000000	%
	First National Bank of Pennsylvania	 	$	16,666,666.68	 	 	 	1.333333334	%
	Citizens Bank, N.A.	 	$	16,666,666.67	 	 	 	1.333333334	%
	M&T Bank, successor by merger to People’s United Bank, N.A.	 	$	16,666,666.68	 	 	 	1.333333334	%
	Total Commitments	 	$	1,250,000,000.00	 	 	 	100.000000000	%



 


Schedule
2.01


 






     


     


    

 


EXHIBIT A


 


FORM OF COMMITTED LOAN NOTICE


 


Date: ___________, _____


 


		To:	PNC Bank, National Association, as Administrative Agent



 


Ladies and Gentlemen:


 


Reference is made to that certain Credit Agreement,
dated as of November 9, 2022 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing
from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among EQT Corporation,
a Pennsylvania corporation (the “Borrower”), the Lenders from time to time party thereto and PNC Bank, National Association,
as Administrative Agent.


 


The undersigned hereby requests (select one):


 


A.            ̈
A Borrowing of Committed Loans comprised of (select one):


 


		 ̈	Base Rate Loans
		 ̈	Term SOFR Rate Loans



 


B.           
 ̈ A conversion of Base Rate Loans to Term SOFR Rate Loans


 


C.           
 ̈ A conversion of Term SOFR Rate Loans, with a current Interest Period ending
on _____________, _______, to Base Rate Loans


 


D.            ̈
A continuation of Term SOFR Rate Loans, with a current Interest Period ending on_____________, _______


 





1.            On
________________________________________ (a Business Day) (the “Credit Extension Date”).1


 


2.            In
the amount of $______________________________.2


 


and, if applicable:


 


3.            For
Term SOFR Rate Loans: with an Interest Period of [1, 3 or 6 month[s]].


 





 



1 If requesting (i) a new Term SOFR Rate Loan, (ii) converting
a Base Rate Loan to a Term SOFR Rate Loan or (iii) continuing a Term SOFR Rate Loan, must be at least 3 Business Days after the date
of this Loan Notice. If requesting a new Base Rate Loan, may be same day as date of this Loan Notice.


2 Each borrowing/conversion/continuation must be at least
$5,000,000 (or in integral multiples of $1,000,000 in excess thereof).


 






    Exhibit A – Page 1
Form of Committed Loan Notice


     


    

 


	 	EQT
    CORPORATION
	 	 
	 	By: 	                      
	 	Name: 	 
	 	Title:	 




 






    Exhibit A – Page 2
Form of Committed Loan Notice


     


    

 


EXHIBIT B


 


FORM OF NOTE


 


	 	[Date]




 


FOR VALUE RECEIVED, the undersigned (the “Borrower”),
hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions
of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under
that certain Credit Agreement, dated as of November 9, 2022 (as amended, restated, amended and restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein
defined), among the Borrower, the Lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent.


 


The Borrower promises to pay interest on the unpaid
principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such
times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of
the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when
due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment
(and before as well as after judgment) computed at the per annum rate set forth in the Agreement.


 


This Note is one of the Notes referred to in the
Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.
Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid
on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender
shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may
also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.


 


This Note is a Loan Document and is subject to
Section 10.10 of the Agreement, which is incorporated herein by reference the same as if set forth herein verbatim.


 


The Borrower, for itself, its successors and assigns,
hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.


 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE
PAGE FOLLOWS]


 






    Exhibit B - Page 1
Form of Note


     


    

 


	 	EQT
    CORPORATION
	 	 
	 	By: 	                     
	 	Name: 	 
	 	Title:	 




 






    Exhibit B - Page 2
Form of Note


     


    

 


LOANS AND PAYMENTS WITH RESPECT THERETO


 


	Date	 	Type of Loan

Made	 	Amount of 

Loan Made	 	End of

Interest

Period	 	Amount of

 Principal or

 Interest Paid

This Date	 	Outstanding

 Principal

Balance This

Date	 	Notation

Made By
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 



 






    Exhibit B - Page 3
Form of Note


     


    




 


EXHIBIT C


 


FORM OF COMPLIANCE CERTIFICATE


 


Financial Statement Date: _______________, _____


 


		To:	PNC Bank, National Association, as Administrative Agent



 


Ladies and Gentlemen:


 


Reference is made to that certain Credit Agreement,
dated as of November 9, 2022 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing
from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among EQT Corporation,
a Pennsylvania corporation (the “Borrower”), the Lenders from time to time party thereto and PNC Bank, National Association,
as Administrative Agent.


 


The undersigned Responsible Officer hereby certifies
as of the date hereof that he/she is the                               of
the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on
the behalf of the Borrower, and that:


 


[Use following paragraph 1 for fiscal year-end
financial statements]


 


1.            Attached
hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement
for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public
accountant required by such section. Such financial statements fairly present the financial condition, results of operations and cash
flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period.


 


[select one]


 


[are attached hereto as Schedule 1]


 


--or--


 


[are available in electronic format and have been
delivered pursuant to Section 6.01 of the Agreement].


 


[Use following paragraph 1 for fiscal quarter-end
financial statements]


 


1.             Attached
hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the
fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of
operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only
to normal year-end audit adjustments and the absence of footnotes.


 


[select one]


 





[are attached hereto as Schedule 1]


 


--or--


 


[are available in electronic format and have been
delivered pursuant to Section 6.01 of the Agreement].


 


2.             The
undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision,
a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the
attached financial statements.


 






    Exhibit C - Page 1
 Form of Compliance Certificate


     


    

 


3.             A
review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view
to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and


 


[select one:]


 


[to the best knowledge of the undersigned during
such fiscal period, (a) the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and
(b) no Default exists.]


 


--or--


 


[the following covenants or conditions have not
been performed or observed [or: the following Default exists] and the following is a list of each such Default and its nature and status:]


 


4.            The
representations and warranties of the Borrower contained in Article V of the Agreement (except with respect to the representations
and warranties in Sections 5.04(c) and 5.05 of the Agreement, to the extent disclosed herein), or which are contained
in any document furnished at any time under or in connection with the Loan Documents, are true and correct in all material respects (provided
that (i) if a representation and warranty is qualified by materiality, it shall be true and correct in all respects and (ii) the
representation and warranty made in Section 5.12(a) of the Agreement shall be true and correct in all respects) on and
as of the date hereof, 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 (provided that if a representation and warranty is qualified by materiality,
it shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Compliance Certificate, the
representations and warranties contained in subsections (a) and (b) of Section 5.04 of the Agreement shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the
Agreement, including the statements in connection with which this Compliance Certificate is delivered.


 


[The following is a description of the nature
and status of each event or circumstance which causes the representations and warranties in Section[s] [5.04(c)] and [5.05],
to be untrue on the date hereof:]


 


5.            The
financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date
of this Compliance Certificate.


 


IN
WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as
of               ,          .


	 	 
	 	EQT
    CORPORATION
	 	 
	 	By: 	                       
	 	Name: 	 
	 	Title:	 




 






    Exhibit C - Page 2
 Form of Compliance Certificate


     


    

 


SCHEDULE 1


 


Financial Statements


 






    Exhibit C - Page 3
 Form of Compliance Certificate


     


    

 


For the Quarter/Year ended


 


___________________(“Statement Date”)


 


SCHEDULE
2

to the Compliance Certificate

($ in 000’s)


 


Section 7.02 – Debt to
Total Capital.





 


		I.	Consolidated Debt at Statement Date



 


	 	A.	Debt of the Borrower and its Subsidiaries on the Statement Date:	$	 




 


	 	B.	Non-Recourse Debt of the Borrower and its Subsidiaries on the Statement Date:	$	 


 


	 	C.	Designated Hybrid Equity Securities on the Statement Date:	$	 


 


	 	D.	Consolidated Debt at Statement Date (Lines I.A. - I.B. - I.C.):	$	 


 


		II.	Total Capital at Statement Date:


 


	 	A.	Consolidated Debt at Statement Date (Line I.D. above):	$	 


 


	 	B.	Shareholders’ Equity on the Balance Sheet:	$	 


 


	 	C.	Designated Hybrid Equity Securities on the Statement Date:	$	 


 


	 	D.	Any excess of the net book value of assets subject to Liens securing Non-Recourse Debt (including the total assets of Excluded Subsidiaries)
over the amount of the related Non-Recourse Debt that is reflected in Shareholders’ Equity:	$	 


 






    Exhibit C - Page 4
 Form of Compliance Certificate


     


    

 


	 	E.1.	Either: Less the absolute value of accumulated other comprehensive income as determined in accordance with GAAP:	$	 


 





	 	 	Or	 	 
	 	 	 	 	 
	 	E.2.	Plus the absolute value of accumulated other comprehensive loss as determined in accordance with GAAP:	$	 


 





	 	F.	Non-cash write-downs, impairments, and related charges occurring after the Closing Date:	$	 


 





	 	G.	Total Capital at Statement Date (Lines II.A. + II.B. + II.C. – II.D. and either – II.E1. (in the case of accumulated other
comprehensive income) or + II.E2. (in the case of accumulated other comprehensive loss) + II.F.:	$	 





 





		III.	Consolidated Debt to Total Capital at Statement Date: (Line I.D. ÷ Line II.G.) (cannot exceed 0.65 as
                                                          of the last day of any fiscal quarter)


 






    Exhibit C - Page 5
 Form of Compliance Certificate


     


    

 


 



 


EXHIBIT D


 


FORM OF ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption (this
 “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between
[the] [each]3 Assignor identified in item 1 below ([the][each, an] “Assignor”) and
[the][each]4 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed
that the rights and obligations of [the Assignors][the Assignees]5 hereunder
are several and not joint.]6 Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the
 “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration, [the][each] Assignor
hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the][each] Assignee hereby irrevocably purchases
and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the
Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor's]
[the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under
the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the revolving
credit facility established pursuant to the Credit Agreement and (ii) to the extent permitted to be assigned under applicable law,
all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in
their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based
on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the
rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above
being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without
recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty
by [the][any]Assignor.


 


	1.	Assignor[s]: ______________________________
	 	 	 
	 	[Assignor [is][is not] a Defaulting
    Lender.]	 
	 	 	 
	2.	Assignee[s]: ______________________________
       [for each Assignee, indicate [Affiliate] [Approved Fund] of [identify Lender]]




 


 






3       For
bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the
first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.


4       For
bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the
first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.


5       Select
as appropriate.


6       Include
bracketed language if there are either multiple Assignors or multiple Assignees.



 






    Exhibit D - Page 1 
 Form of Assignment and Assumption


     


    

 


	3.	Borrower:	EQT Corporation



 


	4.	Administrative Agent:	PNC Bank, National Association, as the administrative agent under the Credit Agreement



 


	5.	Credit Agreement:	The Credit Agreement, dated as of November 9, 2022, among EQT Corporation, the Lenders parties thereto and PNC Bank, National Association,
as Administrative Agent.



 


	6.	Assigned Interest:



 


	Assignor[s]7	 	 	 	Assignee[s]8	 	 	 	Aggregate
                                            
Amount of 
Commitment/Loans 
for all Lenders	 	 	 	Amount
                                            of

 Commitment/Loans

 Assigned9	 	 	 	Percentage


                                            Assigned of

 Commitment/ 

Loans10	 
	 	 	 	 	 	 	 	$	 	 	 	$	 	 	 	 		%





 


	[7.	Trade Date:     __________________]11



 


Effective Date: __________________, 20__ [TO
BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The terms set forth in this Assignment and Assumption are hereby agreed
to:


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	 
	 	 	Title:
	 	 
	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	 	Title:




 


 






	7	List each Assignor, as appropriate.
	8 	List each Assignee, as appropriate.
	9	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective
Date.
	10	Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders thereunder.
	11	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.


 






    Exhibit D - Page 2 
 Form of Assignment and Assumption


     


    

 


	[Consented to and] Accepted:	 
	 	 
	[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent	 
	 	 
	By:	                         	 
	Title:	 
	 	 
	[Consented to:]12	 
	 	 
	[NAME OF RELEVANT PARTY]	 
	 	 
	By:	 	 
	Title:	 




 


 






	12	To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement.



 






    Exhibit D - Page 3 
 Form of Assignment and Assumption


     


    

 


ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


1.      Representations
and Warranties.


 


1.1.   Assignor[s].
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned
Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has
full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate
the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any
other Person of any of their respective obligations under any Loan Document.


 


1.2.  Assignee[s].
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.07(b)(iii),(v) and (vi) of
the Credit Agreement (subject to such consents, if any, as may be required under Section 10.07(b)(iii) of the Credit Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and,
to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated
with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it
has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems
appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned
Interest, (vi) it has independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase [the][such] Assigned Interest, and (vii) attached hereto is any documentation required to be delivered by it pursuant
to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will,
independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under
the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender.


 


2.      Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including
payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding
the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.


 


3.      General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and
Assumption shall be governed by, and construed in accordance with, the law of the State of New York.


 






    Exhibit D - Page 4 
 Form of Assignment and Assumption


     


    

 


EXHIBIT E-1


 


FORM OF
U.S. TAX COMPLIANCE CERTIFICATE


(For Non-U.S. Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to that certain Credit Agreement dated as of November 9, 2022 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among EQT Corporation, a Pennsylvania
corporation (the “Borrower”), each lender from time to time party thereto and PNC Bank, National Association, as Administrative
Agent.


 


Pursuant to the provisions
of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on a duly executed
IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent,
and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME
    OF LENDER]	 
	 	 
	By:	 	 
	 	Name:  	 
	 	Title:  	 


 


Date: _____________ __, 20[   ]


 






    Exhibit E-1 - Page 1
Form of U.S. Tax Compliance Certificate


     


    

 


EXHIBIT E-2


 


FORM OF
U.S. TAX COMPLIANCE CERTIFICATE


(For Non-U.S. Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to that certain Credit Agreement dated as of November 9, 2022 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among EQT Corporation, a Pennsylvania
corporation (the “Borrower”), each lender from time to time party thereto and PNC Bank, National Association, as Administrative
Agent.


 


Pursuant to the provisions
of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the
Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The
undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on a duly executed IRS Form W-8BEN
or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have
at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME
    OF PARTICIPANT]	 
	 	 
	By:	 	 
	 	Name:  	 
	 	Title:  	 


 


Date: _____________ __, 2022



 






    Exhibit E-2 - Page 1
Form of U.S. Tax Compliance Certificate


     


    

 


EXHIBIT E-3


 


FORM OF
U.S. TAX COMPLIANCE CERTIFICATE


(For Non-U.S. Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to that certain Credit Agreement dated as of November 9, 2022 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among EQT Corporation, a Pennsylvania
corporation (the “Borrower”), each lender from time to time party thereto and PNC Bank, National Association, as Administrative
Agent.


 


Pursuant to the provisions
of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial
owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect
partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business
within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten
percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct
or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has furnished
its participating Lender with a duly executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners
that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at
all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME
    OF PARTICIPANT]	 
	 	 
	By:	 	 
	 	Name:  	 
	 	Title:  	 


 


Date: _____________ __, 2022



 






    Exhibit E-3 - Page 1
Form of U.S. Tax Compliance Certificate


     


    

 


EXHIBIT E-4


 


FORM OF
U.S. TAX COMPLIANCE CERTIFICATE


(For Non-U.S. Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to that certain Credit Agreement dated as of November 9, 2022 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among EQT Corporation, a Pennsylvania
corporation (the “Borrower”), each lender from time to time party thereto and PNC Bank, National Association, as Administrative
Agent.


 


Pursuant to the provisions
of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its
direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such
Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the
undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in
the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its
direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of
the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as
described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with a duly executed IRS Form W-8IMY accompanied by one of the following forms from each
of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable,
or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent,
and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME
    OF LENDER]	 
	 	 
	By:	 	 
	 	Name:  	 
	 	Title:  	 


 


Date: _____________ __, 2022



  






    Exhibit E-4 - Page 1
Form of U.S. Tax Compliance Certificate


     


    

 


 


EXHIBIT F


 


FORM OF SOLVENCY CERTIFICATE


 


[            ],
202[   ]


 


This
Solvency Certificate is delivered pursuant to Section 4.02(e) of the Credit Agreement dated as of November 9, 2022,
among EQT Corporation, a Pennsylvania corporation (the “Borrower”), each lender from time to time party thereto and
PNC Bank, National Association, as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The undersigned hereby certifies,
solely in his capacity as an officer of the Borrower and not in his individual capacity, as follows:


 


1.      I
am the Chief Financial Officer of the Borrower. I am familiar with the Acquisition and the term loan facility provided under the Credit
Agreement, and have reviewed the Credit Agreement, financial statements referred to in Section 6.01 of the Credit Agreement and
other documents and have made such investigation as I have deemed relevant for the purposes of this Solvency Certificate.


 


2.      As
of the date hereof, immediately after giving effect to the Borrowing under the Credit Agreement, on and as of such date (i) the
fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, exceeds the debts and liabilities,
direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair
saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis is greater than the amount that will be required
to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct,
subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its
Subsidiaries on a consolidated basis are able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis do not have
unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are currently conducted.


 


For purposes of this Solvency
Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to
become an actual and matured liability. This Solvency Certificate is being delivered by the undersigned officer only in his capacity
as Chief Financial Officer of the Borrower and not individually and the undersigned shall have no personal liability to the Administrative
Agent or the Lenders with respect thereto.


 


[Remainder of Page Intentionally Left
Blank]


 






    Exhibit F - Page 1
Form of Solvency Certificate



     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this Solvency Certificate on the date first written above.


 


	 	EQT CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: Chief Financial Officer




 






    Exhibit F - Page 2
Form of Solvency Certificate