Exhibit 10.2


 


EXECUTION VERSION


 


AMENDMENT NO. 1 TO CREDIT AGREEMENT


 


THIS AMENDMENT NO.
1 TO CREDIT AGREEMENT dated as of June 8, 2020 (this “Amendment”) is entered into among Macy’s Retail Holdings,
LLC, a Delaware limited liability company (f/k/a Macy’s Retail Holdings, Inc.) (“Borrower”), Macy’s, Inc.,
a Delaware corporation (“Parent”), the Lenders party hereto, and Bank of America,
N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings
given to such terms in the Credit Agreement (as defined below).


 


RECITALS


 


WHEREAS, Borrower,
Parent, the Lenders, the Administrative Agent, and the other persons party thereto entered into that certain Credit Agreement
dated as of May 9, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time
prior to the Amendment No. 1 Effective Date, the “Existing Credit Agreement”; the Existing Credit Agreement,
as amended pursuant to this Amendment, the “Credit Agreement”); and


 


WHEREAS, Borrower
has requested that the Lenders party hereto (which constitute the Required Lenders) and Administrative Agent amend the Existing
Credit Agreement as set forth below;


 


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


 


		1.	Amendments. Effective as of the
                                         Amendment No. 1 Effective Date (as defined below) and subject to the satisfaction
                                         of the conditions precedent set forth in Section 2 below, the Credit Agreement is
                                         hereby amended by incorporating the changes shown on the marked copy of the Credit Agreement
                                         attached hereto as Exhibit A (it being understood that language which appears
                                         “struck out” has been deleted and language which appears as “double-underlined”
                                         has been added).



 


		2.	Conditions Precedent. This Amendment
                                         shall become effective only upon satisfaction or waiver of the following conditions precedent
                                         (the date such conditions precedent are satisfied, the “Amendment No. 1
                                         Effective Date”):



 


(a)            Receipt
by the Administrative Agent of executed counterparts of this Amendment, executed and delivered by Borrower, Parent, Administrative
Agent and the Required Lenders (provided that the requirements of this clause (i) may be satisfied by customary written evidence
reasonably satisfactory to Administrative Agent (which may include electronic transmission of a signed signature page) that such
party has signed a counterpart to this Amendment); and


 


(b)            All
Loans outstanding under the Existing Credit Agreement prior to the Amendment No. 1 Effective Date shall have been repaid
in full in cash along with all accrued interest and all other fees, costs and other expenses due and owing under the Existing
Credit Agreement on or immediately prior to the Amendment No. 1 Effective Date.


 


(c)            Receipt
by the Administrative Agent of a customary opinion of Kirkland & Ellis LLP, counsel to the Loan Parties, addressed to
the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and this Amendment as the Administrative
Agent may reasonably request.


 






     


     


    




 


3.            Miscellaneous.


 


(a)            The
Existing Credit Agreement (as amended hereby), and the obligations of the Loan Parties thereunder and under the other Loan Documents,
are hereby ratified and confirmed and shall remain in full force and effect according to their terms. Except as expressly set
forth herein, this Amendment shall not be deemed to be an amendment or modification of any other provisions of the Existing Credit
Agreement or any other Loan Document or any right, power or remedy of the Lenders, nor constitute a waiver of any provision of
the Existing Credit Agreement, any other Loan Document, or any other document, instrument and/or agreement executed or delivered
in connection therewith or of any Default or Event of Default under any of the foregoing, in each case, whether arising before
or after the date hereof or as a result of performance hereunder or thereunder. On and after the Amendment No. 1 Effective
Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or
words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this
Amendment.


 


(b)            Parent
(a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations
under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate
to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.


 


(c)            After
giving effect to this Amendment, the Borrower reaffirms and restates the representations and warranties set forth in the Existing
Credit Agreement (as amended hereby) and all such representations and warranties shall be true and correct on the date hereof
in all respects with the same force and effect as if made on such date, except where such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties shall have been true and correct in all respects
as of such earlier date. Each Loan Party represents and warrants to the Administrative Agent and the Lenders that, on and as of
the Amendment No. 1 Effective Date:


 


(i)            Each
Loan Party has taken all necessary corporate or limited liability company action, as applicable, to authorize the execution, delivery
and performance of this Amendment.


 


(ii)            This
Amendment has been duly executed and delivered by each of the Loan Parties and constitutes each of the Loan Parties’ legal,
valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by debtor
relief laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law).


 


(iii)            No
consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority is required
in connection with the execution, delivery or performance by any Loan Party of this Amendment other than those that have already
been obtained and are in full force and effect or the failure of which to have obtained would not reasonably be expected to have
a Material Adverse Effect.


 


(iv)            No
Default or Event of Default has occurred and is continuing.


 



    2


     


    




 


(d)            This
Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but
all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy shall
be effective as an original and shall constitute a representation that an executed original shall be delivered. This Amendment
may be executed using electronic signatures (including, without limitation, facsimile and .pdf) and shall be considered an original,
and shall have the same legal effect, validity and enforceability as a paper record.  For the avoidance of doubt, the authorization
under this paragraph may include, without limitation, use or acceptance by any party hereto of a manually signed paper signature
which has been converted into electronic form (such as scanned into PDF format), or an electronically signed signature converted
into another format, for transmission, delivery and/or retention.





 


(e)            THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER
IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTIONS 9.09(b)-(d) AND 9.10 OF THE CREDIT AGREEMENT
ARE INCORPORATED BY REFERENCE HEREIN AS IF SUCH SECTIONS APPEARED HEREIN, MUTATIS MUTANDIS.


 


(f)            This
Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.


 


(g)            Section 9.07
of the Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis.


 


[remainder of page intentionally
left blank]


 






    3


     


    

 


Each of the parties hereto
has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.


 


	 	MACY’S, INC.,
	 	a
    Delaware corporation
	 	 
	 	 
	 	By:	/s/ Elisa D. Garcia
	 	Name:	Elisa D. Garcia
	 	Title:	Executive Vice President
	 	 
	 	 
	 	MACY’S RETAIL HOLDINGS,
    LLC,
	 	a
    Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Elisa D. Garcia
	 	Name:	Elisa D. Garcia
	 	Title:	President




 


[Signature Page to
Amendment No. 1 to Credit Agreement]


 




    


     


    

 


	 	BANK OF AMERICA, N.A.,

    as an Administrative Agent
	 	 
	 	 
	 	By:	/s/ Teresa Weirath
	 	 	Name: Teresa Weirath
	 	 	Title:  Vice President



 


[Signature Page to Amendment No. 1 to Credit Agreement]


 





    


     


    




 


	 	BANK OF AMERICA, N.A.,

    as a Lender
	 	 
	 	 
	 	By:	/s/ Brian Lindblom
	 	 	Name: Brian Lindblom
	 	 	Title: Senior Vice President


 


[Signature Page to
Amendment No. 1 to Credit Agreement]


 




    


     


    

 


	 	CIT BANK, N.A.,

    as a Lender
	 	 
	 	 
	 	By:	/s/ Anthony Masci
	 	 	Name: Anthony Masci
	 	 	Title: Director


 


[Signature Page to Amendment No. 1
to Credit Agreement]


 






    


     


    

 


	 	CITIBANK, N.A.,

    as a Lender
	 	 
	 	 
	 	By:	/s/ Alvaro De Velasco
	 	 	Name: Alvaro De Velasco
	 	 	Title: Vice-President


 


[Signature Page to Amendment No. 1
to Credit Agreement]


 






    


     


    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	 	 
	 	 
	 	By:	/s/ Lingzi Huang
	 	Name:	Lingzi Huang
	 	Title:	Authorized Signatory
	 	 
	 	 
	 	By:	/s/ Brady Bingham
	 	Name:	Brady Bingham
	 	Title:	Authorized Signatory


 


[Signature Page to Amendment No. 1
to Credit Agreement]


 



    


     


    

 


	 	FIFTH THIRD BANK, NATIONAL ASSOCIATION,

    as a Lender
	 	 
	 	 
	 	By:	/s/ Miranda C. Stokes
	 	 	Name: Miranda C. Stokes
	 	 	Title: Managing Director


 


[Signature Page to Amendment No. 1
to Credit Agreement]


 






    


     


    

 


	 	GOLDMAN SACHS BANK USA,

    as a Lender
	 	 
	 	 
	 	By:	/s/ Jamie Minieri
	 	 	Name: Jamie Minieri
	 	 	Title: Authorized Signatory


 


[Signature Page to Amendment No. 1
to Credit Agreement]


 







    


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,

    as a Lender
	 	 
	 	 
	 	By:	/s/ Tony Yung
	 	 	Name: Tony Yung
	 	 	Title: Executive Director


 


[Signature Page to Amendment No. 1
to Credit Agreement]


 







    


     


    

 


	 	MUFG Union Bank, N.A.,

    as a Lender
	 	 
	 	 
	 	By:	/s/ Megan R. Webster
	 	 	Name: Megan R. Webster
	 	 	Title: Director


 


[Signature Page to Amendment No. 1
to Credit Agreement]


 







    


     


    

 


	 	PNC Bank, National Association,

    as a Lender
	 	 
	 	 
	 	By:	/s/ Cary M. Sierzputowski
	 	 	Name: Cary M. Sierzputowski
	 	 	Title: Senior Vice President


 


[Signature Page to Amendment No. 1
to Credit Agreement]


 







    


     


    

 


	 	U.S. Bank National Association,

    as a Lender
	 	 
	 	 
	 	By:	/s/ Christopher W. Rupp
	 	 	Name: Christopher W. Rupp
	 	 	Title: Senior Vice President


 


[Signature Page to Amendment No. 1
to Credit Agreement]


 







    


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

    as a Lender
	 	 
	 	 
	 	By:	/s/ Reginald Dawson
	 	 	Name: Reginald Dawson
	 	 	Title: Managing Director


 


[Signature Page to Amendment No. 1
to Credit Agreement]


 







    


     


    

 


EXHIBIT A


(Attached)


 






    


     


    

 





 


Conformed
through Amendment No. 1 to Credit Agreement, dated June 8, 2020


 


EXECUTION
COPY


 





CUSIP Numbers:


Deal: 55616TAJ5


Facility: 55616TAK2


 


CREDIT AGREEMENT


 


dated as of


 


May 9, 2019,


 


among


 


MACY’S, INC.,


 


MACY’S RETAIL HOLDINGS, INC.


 


The Lenders Party Hereto


 


BANK OF AMERICA, N.A.,

as Administrative Agent


 





 



 


CREDIT SUISSE LOAN FUNDING LLC, FIFTH THIRD
BANK, U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents


 


MERRILL LYNCH, PIERCE, FENNER &
SMITH, INCORPORATED, CREDIT SUISSE LOAN FUNDING LLC, FIFTH THIRD BANK, U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO SECURITIES,
LLC, as Joint Bookrunners and Lead Arrangers


 


 


S&S Reference No. 3232/80


 






    	 		 



     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	 	Article I	 
	 	 	 
	 	Definitions	 
	 	 	 
	Section 1.01	Defined Terms	1
	Section 1.02	Classification of Loans and Borrowings	1921
	Section 1.03	Terms Generally	1921
	Section 1.04	Accounting Terms; GAAP	2022
	Section 1.05	Letter of Credit Amounts	2022
	 	 	 
	 	Article II	 
	 	 	 
	 	The Credits	 
	 	 	 
	Section 2.01	Commitments	2123
	Section 2.02	Loans and Borrowings	2123
	Section 2.03	Requests for Revolving Borrowings	2124
	Section 2.04	Competitive Bid Procedure	2224
	Section 2.05	Letters of Credit	2426
	Section 2.06	Funding of Borrowings	3032
	Section 2.07	Interest Elections	3133
	Section 2.08	Termination and Reduction of Commitments	3234
	Section 2.09	Repayment of Loans; Evidence of Debt	3234
	Section 2.10	Prepayment of Loans	3335
	Section 2.11	Fees	3436
	Section 2.12	Interest	3437
	Section 2.13	Alternate Rate of Interest	3537
	Section 2.14	Increased Costs	3739
	Section 2.15	Break Funding Payments	3941
	Section 2.16	Withholding of Taxes; Gross-Up	3941
	Section 2.17	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	4345
	Section 2.18	Mitigation Obligations; Replacement of Lenders	4446
	Section 2.19	Increase in Commitments	4547
	Section 2.20	[Reserved]	4649
	Section 2.21	Extension of Maturity Date	4649
	Section 2.22	Defaulting Lenders	4750
	 	 	 
	 	Article III	 
	 	 	 
	 	Representations and Warranties	 
	 	 	 
	Section 3.01	Organization	4952
	Section 3.02	Powers; Authorization; No Conflicts; Enforceability	4952



 






    	 	i	 



     


    

 


	Section 3.03	Approvals	4952
	Section 3.04	Financial Condition; No Material Adverse Change	4952
	Section 3.05	Litigation	5052
	Section 3.06	Investment Company Status	5052
	Section 3.07	ERISA	5053
	Section 3.08	Compliance with Laws	5053
	Section 3.09	Anti-Corruption Laws and Sanctions	5053
	Section 3.10	Federal Reserve Regulations	5153
	 	 	 
	 	Article IV	 
	 	 	 
	 	Conditions	 
	 	 	 
	Section 4.01	Effective Date	5153
	Section 4.02	Each Credit Event	5255
	 	 	 
	 	Article V	 
	 	 	 
	 	Affirmative Covenants	 
	 	 	 
	Section 5.01	Financial Statements; Ratings Change and Other Information	5356
	Section 5.02	Existence	5557
	Section 5.03	Payment of Obligations	5557
	Section 5.04	Maintenance of Properties; Insurance	5557
	Section 5.05	Books and Records; Inspection Rights	5557
	Section 5.06	Compliance with Laws	5658
	Section 5.07	Use of Proceeds and Letters of Credit	5658
	 	 	 
	 	Article VI	 
	 	 	 
	 	Negative Covenants	 
	 	 	 
	Section 6.01	Subsidiary Indebtedness [Reserved]	5658
	Section 6.02	Liens [Reserved]	5758
	Section 6.03	Fundamental Changes; Conduct of Business	58
	Section 6.04	Sale and Leaseback Transactions[Reserved]	59
	Section 6.05	Leverage Ratio[Reserved]	59
	Section 6.06	Interest Coverage Ratio[Reserved]	59
	 	 	 
	 	Article VII	 
	 	 	 
	 	Events of Default	 
	 	 	 
	 	Article VIII	 
	 	 	 
	 	The Agents	 
	 	 	 
	Section 8.01	Appointment and Authority	6261





 






    	 	ii	 



     


    

 


	Section 8.02	Rights as a Lender	62
	Section 8.03	Exculpatory Provisions	62
	Section 8.04	Reliance by Administrative Agent	63
	Section 8.05	Delegation of Duties	6463
	Section 8.06	Resignation of Administrative Agent	64
	Section 8.07	Non-Reliance on Administrative Agent and Other Lenders	65
	Section 8.08	No Other Duties, Etc	6665
	Section 8.09	Certain ERISA Matters	6665
	 	 	 
	 	Article IX	 
	 	 	 
	 	Miscellaneous	 
	 	 	 
	Section 9.01	Notices	67
	Section 9.02	Waivers; Amendments	6968
	Section 9.03	Expenses; Indemnity; Damage Waiver	70
	Section 9.04	Successors and Assigns	71
	Section 9.05	Survival	75
	Section 9.06	Counterparts; Integration; Effectiveness	75
	Section 9.07	Severability	7675
	Section 9.08	Right of Setoff	76
	Section 9.09	Governing Law; Jurisdiction; Consent to Service of Process	76
	Section 9.10	WAIVER OF JURY TRIAL	77
	Section 9.11	Headings	77
	Section 9.12	Confidentiality	77
	Section 9.13	Interest Rate Limitation	78
	Section 9.14	Patriot Act	78
	Section 9.15	Conversion of Currencies	78
	Section 9.16	No Fiduciary Duty	79
	Section 9.17	Non-Public Information	79
	Section 9.18	Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions	80
	Section 9.19	Waiver of Notice of Termination Under Existing Credit Agreement	80
	Section 9.20	Conflict with Loan Documents	80
	Section 9.21	Electronic Execution of Assignments and Certain Other Documents	81
	Section 9.22	Acknowledgement Regarding Supported QFCs	81


 


	SCHEDULES:	 
	Schedule 2.01 -- Commitments and LC Commitments	 
	Schedule 6.01 -- Existing Indebtedness	 
	Schedule 6.02 -- Existing Liens	 
	Schedule 9.01 -- Administrative Agent’s
    Office; Certain Addresses for Notices	 
	 	 
	EXHIBITS:	 
	 	 
	Exhibit A -- Form of Borrowing Request	 
	Exhibit B -- Form of Assignment and
    Assumption	 
	Exhibit C -- Form of Guarantee Agreement	 
	Exhibit D -- Form of U.S. Tax Certificate
	 



 






    	 	iii	 



     


    

 






 


CREDIT AGREEMENT dated as of May 9,
2019, among MACY’S, INC.; MACY’S RETAIL HOLDINGS, INC.; the LENDERS party hereto; and BANK OF AMERICA, N.A.
as Administrative Agent.


 


The parties hereto agree as follows:


 


Article I


 


Definitions


 


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


 


“ABL
Credit Agreement” means the Credit Agreement, dated as of the Amendment No. 1 Effective Date, by and among the ABL
Loan Parties, the lenders party thereto from time to time and the ABL Agent.


 


“ABL
Loan Parties” means Macy’s Inventory Holdings LLC, a Delaware limited liability company, and Macy’s Inventory
Funding LLC, a Delaware limited liability company.


 


“ABR”, when used in reference
to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate
determined by reference to the Alternate Base Rate.


 


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


 


“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 a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal
Funds Rate on such day plus 1/2 of 1.0% per annum and (c) the Eurodollar Rate for a one month Interest Period on such day
(or if such day is not a Business Day, the immediately preceding Business Day) plus 1.0% per annum; provided that, for
the avoidance of doubt, for purposes of calculating the Alternate Base Rate, the Eurodollar Rate for any day shall be based on
the Eurodollar Rate determined at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate
due to a change in the Prime Rate, the Federal Funds Rate or the Eurodollar Rate shall be effective from and including the effective
date of such change in the Prime Rate, the Federal Funds Rate or the Eurodollar Rate, respectively. If the Alternate Base Rate
is being used as an alternate rate of interest pursuant to Section 2.13(b) hereof, then the Alternate Base Rate shall
be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.


 






    	 	1	 



     


    

 


“Amendment
No. 1 Effective Date” means June 8, 2020.


 


“Anti-Corruption Laws”
means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to
time concerning or relating to bribery, money laundering or corruption.


 


“Applicable Percentage”
means, with respect to any Lender, the percentage (carried out to the ninth decimal place) of the Total Commitments represented
by such Lender’s Commitment; provided that if any Defaulting Lender exists at such time, the Applicable Percentages
shall be calculated disregarding such Defaulting Lender’s Commitment. If the Commitments have terminated or expired, the
Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments
and to any Lender’s status as a Defaulting Lender at the time of determination.


 


“Applicable Rate” means,
for any day, with respect to any Eurodollar Revolving Loan or ABR Loan, or with respect to the facility fees payable hereunder,
as the case may be, the applicable rate per annum set forth below under the caption “Eurodollar Spread”, “ABR
Spread” or “Facility Fee Rate”, as the case may be, based upon either the Public Debt Ratings or the Leverage
Ratio in effect on such date, with the Applicable Rate being determined by reference to the Level more favorable to the Borrower;
provided that the Applicable Rate may never be based upon a Level that is more favorable to the Borrower than the Level
that is one Levels above that of the Public Debt Ratings:


 


	Level	Public
    Debt 

    Rating

    S&P/Moody’s	Leverage
    

    Ratio	Eurodollar

    Spread	ABR
    Spread	Facility
    Fee 

    Rate
	1	A-/A3	≤1.0
    to 1.0	0.910%	0.00%	0.090%
	2	BBB+/Baa1	≤
    1.5 to 1.0	1.015%	0.015%	0.110%
	3	BBB/Baa2	≤
    2.0 to 1.0	1.100%	0.100%	0.150%
	4	BBB-/Baa3	≤
    2.5 to 1.0	1.200%	0.200%	0.175%
	5	Lower	>
    2.5 to 1.0	1.400%	0.400%	0.225%


 






    	 	2	 



     


    

 


Initially, the Applicable Rate shall be determined
based upon Level 3. Thereafter, for purposes of the foregoing, (i) the Leverage Ratio shall be determined as of the end of
the fiscal quarter for the Parent for which consolidated financial statements have theretofore been most recently delivered pursuant
to Section 5.01(a) or 5.01(b) (or, prior to any such delivery, Section 5.01(a) or 5.01(b) of the
Existing Credit Agreement), (ii) if the Parent and the Borrower fail to deliver the consolidated financial statements required
to be delivered pursuant to Section 5.01(a) or 5.01(b) within the time period specified herein for such delivery
then, during the period commencing on and including the date such financial statements were required to have been delivered and
until the delivery thereof, the Applicable Rate shall be determined by reference to the Public Debt Ratings, (iii) if either
Moody’s or S&P shall not have in effect a Public Debt Rating (other than by reason of the circumstances referred to
in the last sentence of this definition), then the Level established based on the Public Debt Rating shall be determined by reference
to the remaining Public Debt Rating and the rating assigned to the Parent’s senior unsecured debt obligations by Fitch if
Fitch is then rating the Parent’s senior unsecured debt obligations, and if neither Moody’s nor S&P has in effect
a Public Debt Rating (other than by reason of the circumstances referred to in the last sentence of this definition), then the
Applicable Rate shall be determined by reference to the Leverage Ratio and/or the rating assigned to the Parent’s senior
unsecured debt obligations by Fitch if Fitch is then rating the Parent’s senior unsecured debt obligations; (iv) if
the Public Debt Ratings established or deemed to have been established by Moody’s and S&P shall fall within different
Levels, then the Level established based on the Public Debt Rating shall be based on the higher of the two Public Debt Ratings
unless one of the two Public Debt Ratings is two or more Levels lower than the other, in which case the Level established based
on the Public Debt Rating shall be determined by reference to the Level next below that of the higher of the two Public Debt Ratings;
and (v) if the Public Debt Ratings established or deemed to have been established by Moody’s, S&P and Fitch shall
be changed (other than as a result of a change in the ratings system of Moody’s, S&P or Fitch), such change shall be
effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change
shall have been furnished pursuant to Section 5.01 or otherwise. Each change in the Applicable Rate (a) resulting from
a change in the Leverage Ratio shall apply during the period commencing on and including the Business Day following the date of
delivery pursuant to Section 5.01(a) or 5.01(b) of the consolidated financial statements indicating such change
and (b) resulting from a change in the Public Debt Ratings shall apply during the period commencing on the effective date
of such change and, in each case, ending on the date immediately preceding the effective date of the next such change. If the
rating system of Moody’s, S&P or Fitch shall change, or if any such rating agency shall cease to be in the business
of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect
such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such
amendment (unless two of such rating agencies are unaffected by the foregoing), the Applicable Rate shall be determined by reference
to the Leverage Ratio.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required
by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit B or any other form approved by the
Administrative Agent.


 


“Augmenting Lender” has
the meaning set forth in Section 2.19(a).


 


“Auto-Extension Letter of Credit”
has the meaning set forth in Section 2.05(o).


 


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


 






    	 	3	 



     


    

 


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


 


“Bail-In Legislation”
means, (a) with
respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council
of the European Union, the implementing law 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).


 


“Bank
of America Commitment” means the commitment of Bank of America, N.A. to make Revolving Loans in the amount of $1,000,000,
as such commitment may be reduced from time to time pursuant to Section 2.08; provided that, for the avoidance of doubt,
Bank of America, N.A. shall not be required to provide Letters of Credit hereunder or acquire participations
in Letters of Credit hereunder.


 


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


 


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


 


“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.


 


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


 


“Borrower” means Macy’s
Retail Holdings, Inc., a New York corporation.


 


“Borrowing” means (a) Revolving
Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single
Interest Period is in effect or (b) a Competitive Loan or group of Competitive Loans of the same Type made on the same date
and as to which a single Interest Period is in effect.


 


“Borrowing Request” means
a notice of a Borrowing, which shall be substantially in the form of Exhibit A or such other form as may be approved by the
Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the
Administrative Agent), appropriately completed and signed by a Responsible Officer or Financial Officer of the Borrower.


 


“Business”
means, at any time, a collective reference to the businesses engaged in by the Parent and the Borrower and the Subsidiaries on
the Amendment No. 1 Effective Date (after giving effect to the transactions on the Amendment No. 1 Effective Date) and
similar, corollary, ancillary, incidental, complementary or related businesses.


 






    	 	4	 



     


    

 


“Business Day” means any
day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to
remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day”
shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.


 


“Change in Control” means
an
(a) event
or series of events by which any “change in control” or similar event as defined in any document governing Material
Indebtedness would be triggered or (b) the acquisition of ownership, directly or indirectly, beneficially or of
record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder
as in effect on the Amendment
No. 1 Effective dDate
hereof), of Equity Interests representing more than 50% of the aggregate ordinary
voting power represented by the issued and outstanding Equity Interests of the Parent; (b) occupation
of a majority of the seats (other than vacant seats) on the board of directors of the Parent by Persons who were not (i) nominated
by the board of directors of the Parent (ii) appointed by directors so nominated or (iii) approved by the board of directors
of the Parent as director candidates prior to their election; or (c) after the Effective Date the Borrower ceases to be a
direct, wholly owned subsidiary of the Parent..


 


“Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a) the adoption of any rule, regulation, treaty
or other law, (b) any change in any rule, regulation, treaty or other law 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) of any Governmental Authority; provided that, notwithstanding anything herein
to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (ii) 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 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, promulgated or issued.


 


“Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or
Competitive Loans.


 


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


 


“Commitment” means, with
respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit
hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed
its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is $1,500,000,000.


 






    	 	5	 



     


    

 


“Commitment Increase”
has the meaning set forth in Section 2.19(b).


 


“Competitive Bid” means
an offer by a Lender to make a Competitive Loan in accordance with Section 2.04.


 


“Competitive Bid Rate”
means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making such Competitive
Bid.


 


“Competitive Bid Request”
means a request by the Borrower for Competitive Bids in accordance with Section 2.04.


 


“Competitive Loan” means
a Loan made pursuant to Section 2.04.


 


“Consenting Lenders” has
the meaning set forth in Section 2.21(b).


 


“Consolidated EBITDA”
means, for any period, (a) the sum of (without duplication and in the case of clauses (ii) through (viii) to the
extent deducted in calculating Consolidated Net Income) (i) Consolidated Net Income (or net loss), (ii) interest expense,
(iii) income tax expense, (iv) depreciation expense, (v) amortization expense (including amortization of (A) excess
of cost over net assets acquired, (B) reorganization value in excess of amounts allocable to identifiable assets and (C) unearned
restricted stock), (vi) non-cash charges for such period (including non-cash charges arising from impairment of goodwill,
impairment of intangibles, impairments/write downs of real estate or other long-term assets and post-retirement settlement charges),
(vii) extraordinary losses and (viii) non-recurring cash charges in an aggregate amount for all periods commencing on
or after the Effective Date, not to exceed $200,000,000 (and not more than 20% of which shall be inventory valuation adjustments
pursuant to clause (D) below), in respect of (A) store, corporate office and support function closings, eliminations,
relocations and divisional realignments, (B) employee severance costs, (C) fees, costs and expenses resulting from,
or incurred in connection with, any of the foregoing and (D) inventory valuation adjustments resulting from, or incurred
in connection with, any of the foregoing, less (b) the sum of (i) non-recurring or extraordinary gains, (ii) interest
income and (iii) any payments made during such period that were added as a non-cash charge in a previous period pursuant
to clause (a)(vi) above, in each case in clauses (a) and (b) of the Parent and the Subsidiaries, determined on
a consolidated basis in accordance with GAAP.


 


“Consolidated Net Income”
means, for any period, the net income or loss of the Parent and the Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP.


 


“Consolidated Net Interest Expense”
means, for any period, the amount (if any) by which (a) interest payable on all Indebtedness (including the interest component
of Finance Lease Obligations, but excluding tender and open market repurchase premiums) and amortization of deferred financing
fees and debt discount in respect of all Indebtedness exceeds (b) interest income, in each case in clauses (a) and (b),
of the Parent and the Subsidiaries, determined on a consolidated basis in accordance with GAAP.


 






    	 	6	 



     


    

 


“Consolidated Net Tangible Assets”
means, at any date of determination, (a) the aggregate amount of assets (less applicable reserves and other properly deductible
items), minus (b) all current liabilities, minus (c) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, in each case in clauses (a), (b) and (c) of the Parent and the Subsidiaries,
determined on a consolidated basis in accordance with GAAP.


 


“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.


 


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


 


“Covered
Party” has the meaning set forth in Section 9.22.


 


“Declining Lender” has
the meaning set forth in Section 2.21(b).


 


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


 


“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.


 






    	 	7	 



     


    

 


“Defaulting Lender” means
any Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations
in Letters of Credit within three Business Days of the date required to be funded by it hereunder unless such Lender notifies
the Administrative Agent, the Parent and the Borrower in writing that such failure is the result of such Lender’s determination
that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall
be specifically identified in such writing) has not been satisfied, (b) notified the Parent, the Borrower, the Administrative
Agent, an Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this
Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this
Agreement or under other agreements in which it commits to extend credit (unless such writing or public statement relates to such
Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination
that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically
identified in such writing or public statement) cannot be satisfied), (c) failed, within three Business Days after request
by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund
prospective Loans and participations in then outstanding Letters of Credit; provided that confirmation received by the
Administrative Agent beyond three Business Days shall remedy the default under this clause (c), (d) otherwise failed to pay
over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business
Days of the date when due, unless the subject of a good faith dispute, (e)(i) been adjudicated as, or determined by any Governmental
Authority having regulatory authority over such Person or its assets to be, insolvent or has a parent company that has been adjudicated
as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or
(ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any
such proceeding or appointment or has a direct or indirect parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment (the events described in this
clause (e) each, a “Bankruptcy Event”); 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;
provided, however, that such ownership interest does not result in or provide such Person with immunity from the
jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its
assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any agreements made by
such Person, or (f) become the subject of a Bail-In Action, or has a direct or indirect parent company that has, become the
subject of a Bail-In Action.


 


“Documentary LC” means
any letter of credit (other than a Letter of Credit) that is issued by a Person that is not an Affiliate of the Parent for the
benefit of a supplier of inventory to the Parent or any Subsidiary to effect payment for such inventory.


 


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


 


“Economic Development Transaction”
means a conveyance of real property (which may include improvements thereon and related assets) made by the Parent or a Subsidiary
to a Governmental Authority (or related industrial development agency) in order to obtain tax exemptions or other inducements
or accommodations in connection with economic development activity; provided that (a) the Parent or applicable Subsidiary
retains possession and control of the applicable property pursuant to a lease or similar arrangement, (b) payments due by
the Parent or applicable Subsidiary in connection therewith are made in order to obtain reduced obligations the Parent or such
Subsidiary would otherwise incur or other economic benefits, or offset by corresponding payments owed by the transferee and (c) title
to the applicable property reverts to the Parent or applicable Subsidiary upon termination of such lease or similar arrangement.


 






    	 	8	 



     


    

 


“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 clause (a) or (b) of this definition and is subject to consolidated supervision with
its parent.


 


“EEA Member Country” means
any member state 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.


 


“Effective Date” means
May 9, 2019.


 


“Equity Interests” means
shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any such equity interest.


 


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


 


“ERISA Affiliate” means
any trade or business (whether or not incorporated) that, together with the Parent, is treated as a single employer under Section 414(b) or
(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.


 


“ERISA Event” means:
(a) any “a
rReportable
eEvent
”, as defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Pension
Plan (other than an event for which the 30-day notice period is waived);
(b) any
failure by any Pension
Plan to meetsatisfy
the minimum funding standards (as
defined inwithin
the meaning of Section 412 of the Code or Section 3023
of ERISA) applicable to such Plan, in each case, whether or not waived;
(c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for
a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by
the Parent or any of its ERISA Affiliates ofPension
Plan, the failure of a Loan Party to make by its due date a required installment under Section 430(j) of the Code with
respect to any Pension Plan or the failure of a Loan Party to make any required contribution to a Multiemployer Plan; (d) a
withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year
in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that
is treated as such a withdrawal under Section 4062(e) of ERISA; (e) a complete or partial withdrawal by any Loan
Party or any ERISA Affiliate from a Multiemployer Plan; (f) the filing of a notice of intent to terminate, the treatment
of a plan amendment as a termination of a Pension Plan or a Multiemployer Plan under Sections 4041 or 4041A of ERISA, or the commencement
of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (g) an event or condition which constitutes
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan
or Multiemployer Plan; (h) the imposition of any liability under Title IV of ERISA with
respect to the termination of any Plan; (e) the receipt by the Parent,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate
any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Parent or any of its ERISA Affiliates
of any liability with respect to the withdrawal or partial withdrawal from any Plan or;
(i) the determination that any Pension Plan is considered to be an “at-risk” plan, or that any Multiemployer
Plan; or (g) the receipt by the is
considered to be in “endangered” or “critical” status within the meaning of Sections 430, 431 and 432
of the Code or Sections 303, 304 or 305 of ERISA; (j) the engagement by any Loan Parenty
or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from
the Parent or any ERISA Affiliate of any notice, concerningin
a transaction that would reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA; or (k) the
imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected
to be, insolvent or in reorganization, within the meaning of Title IV a
Lien upon any Loan Party pursuant to Section 403(k) of the Code or Section 303(k) of ERISA.


 






    	 	9	 



     


    

 


“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.


 


“Eurodollar”, when used
in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Eurodollar Rate.


 


“Eurodollar Rate” means:


 


(a) for any Interest
Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate as administered by
ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars for a period
equal in length to such Interest Period (“LIBOR”) as published on the applicable Bloomberg screen page (or
such other commercially available source providing such quotations as may be designated by the Administrative Agent from time
to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar
deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and


 


(b)           for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m.,
London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that
day; and


 


(c) if the Eurodollar
Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“Event of Default” has
the meaning assigned to such term in Article VII.


 






    	 	10	 



     


    

 






“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Excluded Taxes” means,
with respect to any payment made by any Loan Party under any Loan Document, any of the following Taxes imposed on or with respect
to a Recipient: (a) income or franchise Taxes imposed on (or measured by) its net income (i) that are imposed by the
United States of America, or by the jurisdiction under the laws of which such Recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable lending office is located, or (ii) that are Other
Connection Taxes, (b) any branch profits Taxes imposed by the United States of America or any similar Taxes imposed by any
other jurisdiction in which the Borrower is located, (c) in the case of a Lender (other than an assignee pursuant to a request
by the Borrower under Section 2.18(b)), any U.S. Federal withholding Taxes resulting from any law in effect on the date such
Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the
Borrower with respect to such withholding Taxes pursuant to Section 2.16(a), (d) Taxes attributable to such Recipient’s
failure to comply with Section 2.16(f) and (e) any withholding Taxes imposed under FATCA.


 


“Existing Credit Agreement”
means the Credit Agreement dated as of May 6, 2016, among the Parent, the Borrower, the lenders party thereto, JPMorgan Chase
Bank, N.A. and Bank of America, N.A., as administrative agents and JPMorgan Chase Bank, N.A., as paying agent.


 


“Existing Indebtedness”
has the meaning assigned to such term in Section 6.01(b).


 


“Existing Letter of Credit”
means any letter of credit issued for the account of the Parent or the Borrower and outstanding on the Effective Date under the
Existing Credit Agreement; provided that the issuer of such letter of credit is a Lender and such Lender becomes an Issuing
Bank under this Agreement pursuant to Section 2.05.


 


“Existing Maturity Date”
has the meaning set forth in Section 2.21(c).


 


“Extension Date” has the
meaning set forth in Section 2.21(b).


 


“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) of the Code and any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such
Sections of the Code.


 


“Federal Funds Rate” means,
for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members
of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate
is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward,
if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by
the Administrative Agent; provided that if the Federal Funds Rate, determined as provided above, would be less than zero, the
Federal Funds Rate shall for all purposes of this Agreement be zero.


 






    	 	11	 



     


    

 


“Finance Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying
the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted
for as finance leases on a balance sheet of such Person under GAAP, the amount of such obligations shall be the capitalized amount
thereof, to be determined in accordance with GAAP.


 


“Financial Officer” means
the chief financial officer, principal accounting officer, treasurer or controller of the Parent or the Borrower, as applicable.


 


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


 


“Fixed Rate” means, with
respect to any Competitive Loan (other than a Eurodollar Competitive Loan), the fixed rate of interest per annum specified by
the Lender making such Competitive Loan in its related Competitive Bid.


 


“Fixed Rate Loan” means
a Competitive Loan bearing interest at a Fixed Rate.


 


“GAAP” means generally
accepted accounting principles in the United States of America.


 


“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central Bank).


 


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


 






    	 	12	 



     


    

 


“Guarantee Agreement”
means the Guarantee Agreement among the Parent, the Borrower and the Administrative Agent substantially in the form of Exhibit C.


 


“Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments (other than performance, surety and appeals bonds arising
in the ordinary course of business), (c) all obligations of such Person upon which interest charges are customarily paid,
(d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired
by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (other
than obligations for property (excluding real property, capital stock and property subject to capital leases) and services purchased,
and expense accruals and deferred compensation items arising in the ordinary course of business), (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all
Guarantees by such Person of Indebtedness of others, (h) all Finance Lease Obligations of such Person, (i) all obligations,
contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all
obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor under applicable law as a result of such Person’s ownership interest in or other relationship
with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.


 


“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
any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“Initial Loans” has the
meaning set forth in Section 2.19(b).


 


“Interest Coverage Ratio”
means, at any date of determination, the ratio of (a) Consolidated EBITDA for the Measurement Period then most recently ended
to (b) Consolidated Net Interest Expense for such Measurement Period.


 


“Interest Election Request”
means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.07.


 


“Interest Payment Date”
means (a) with respect to any ABR Loan, the last day of each March, June, September and December, (b) with respect
to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the
case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day
of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and
(c) with respect to any Fixed Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan
is a part and, in the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise
specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals
of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable
Competitive Bid Request as Interest Payment Dates with respect to such Borrowing.


 






    	 	13	 



     


    

 


“Interest Period” means
(a) with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is seven days or one, two, three or six months thereafter, as the Borrower may elect
and (b) with respect to any Fixed Rate Borrowing, the period (which shall not be less than seven days or more than 180 days)
commencing on the date of such Borrowing and ending on the date specified in the applicable Competitive Bid Request; provided,
that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless, if such Interest Period is measured in months and in the case of a Eurodollar Borrowing only,
such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (ii) any Interest Period measured in months pertaining to a Eurodollar Borrowing that commences
on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes
hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing,
thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.


 


“IRS” means the United
States Internal Revenue Service.


 


“ISP 98” means, with respect
to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking
Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).


 


“Issuing Bank” means,
as the context may require, (a) Bank of America, N.A., (b) Fifth Third Bank, (c) U.S. Bank National Association,
(d) Wells Fargo Bank, National Association, (e) solely in respect of any Existing Letter of Credit, the Person that
is the issuer thereof and (f) any other Lender that becomes an Issuing Bank pursuant to Section 2.05(k), in each case,
in its capacity as an issuer of Letters of Credit hereunder, and each such Person’s successors in such capacity as provided
in Section 2.05(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate.


 






    	 	14	 



     


    

 


“Issuing Bank Agreement”
means an agreement referred to in Section 2.05(k) under which a Lender becomes an Issuing Bank.


 


“LC Commitment” means,
as to any Issuing Bank, the maximum permitted amount of the LC Exposure that may be attributable to Letters of Credit issued by
such Issuing Bank. The initial amount of each Issuing Bank’s LC Commitment is set forth in Schedule 2.01 or in the agreement
referred to in such Issuing Bank’s Issuing Bank Agreement. The LC Commitment of any Issuing Bank may be increased or decreased
by an agreement between the Borrower and such Issuing Bank.


 


“LC Disbursement” means
a payment made by an Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure” means, at
any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC
Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.


 


“Lender Parent” means,
with respect to any Lender, any Person in respect of which such Lender is a Subsidiary.


 


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


 


“Letter of Credit” means
each Existing Letter of Credit and any letter of credit issued pursuant to this Agreement.


 


“Letter of Credit Expiration Date”
has the meaning set forth in Section 2.05(c).


 


“Leverage Ratio” means,
at any date of determination, the ratio of (a) Total Indebtedness as of such date to (b) Consolidated EBITDA for the
Measurement Period (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter of the
Parent most recently ended prior to such date).


 


“LIBOR” has the meaning
specified in the definition of Eurodollar Rate.


 


“LIBOR Screen Rate” means
the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially
available source providing such quotations as may be designated by the Administrative Agent from time to time).


 


“Lien” means, with respect
to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to
such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to
such securities.


 






    	 	15	 



     


    

 


“Loan Documents” means
this Agreement, the Guarantee Agreement and any promissory notes delivered pursuant to Section 2.09(e).


 


“Loan Parties” means the
Parent and the Borrower.


 


“Loans” means the loans
made by the Lenders to the Borrower pursuant to this Agreement.


 


“Margin” means, with respect
to any Competitive Loan bearing interest at a rate based on the Eurodollar Rate, the marginal rate of interest, if any, to be
added to or subtracted from the Eurodollar Rate to determine the rate of interest applicable to such Loan, as specified by the
Lender making such Loan in its related Competitive Bid.


 


“Material Adverse Effect”
means an effect that causes or results in or has a reasonable likelihood of causing or resulting
in any(a) a
material adverse change in (a) the business, condition (financial or otherwise),
operations, performance or properties of the Parent and the Subsidiaries,
or a material adverse effect upon, the operations, business or financial condition of the Loan Parties taken as a whole; (b) a
material impairment of the ability of the Loan Parties, taken as a whole, (b)to
perform their payment obligations under the Loan Documents; or (c) a material impairment of the rights and remedies
of the Administrative Agent or any Lender under any Loan Document, (c) the ability of the
Loan Parties, taken as a whole, to perform their obligations under any Loan Document or (d) or
a material adverse effect upon the legality, validity,
binding effect or enforceability of any Loan Document.against
any Loan Party of the Loan Documents to which it is a party. Notwithstanding anything in paragraph (a) to the contrary, any
change in or effect upon the operations, business or financial condition of any Loan Party substantially and directly relating
to the impacts of COVID-19 shall not be considered to be a Material Adverse Effect during the period from and including the Amendment
No. 1 Effective Date through and including July 31, 2021.


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit), or oObligations
in respect of one or more Swap Agreements, of any one or more of the Parent and its Subsidiaries)
of the Loan Parties in an aggregate principal amount exceeding $12750,000,000.
For purposes of determining the
amount of Material Indebtedness, at
any time, (i) the “principal amount”
of the obligations of the Parent or any Subsidiary in respect
of any Swap Agreement at anysuch
time shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Parent or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.calculated
at the Swap Termination Value thereof, and (ii) undrawn committed or available amounts shall be included.


 


“Material Subsidiary”
means, as of any date of determination, (a) the Borrower and (b) any other Subsidiary having (i) assets with a
value of not less than 5.0% of the total value of the assets of the Parent and its consolidated subsidiaries, taken as a whole,
or (ii) Consolidated EBITDA of not less than 5.0% of the Consolidated EBITDA of the Parent and its consolidated subsidiaries,
taken as a whole, in each case as of the end of or for the most recently completed fiscal year of the Parent.


 






    	 	16	 



     


    

 


“Maturity Date” means
the date that is five years after the Effective Date, as such date may be extended pursuant to Section 2.21; provided
that, if such date is not a Business Day, then the Maturity Date shall be the next succeeding Business Day.


 


“Maturity Date Extension Request”
has the meaning set forth in Section 2.21(a).


 


“Measurement Period” means,
as of any date of determination, the period of four fiscal quarters of the Parent most recently ended on or prior to such date
of determination.


 


“Minor Subsidiary” means
any Subsidiary that is not a Material Subsidiary.


 


“MNPI” means material
information concerning the Parent, the Borrower and the Subsidiaries and their securities that has not been disseminated in a
manner making it available to investors generally, within the meaning of Regulation FD under the Securities Act of 1933 and the
Securities Exchange Act of 1934.


 


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


 


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


 


“Non-Defaulting Lender”
means, at any time, any Lender that is not a Defaulting Lender at such time.


 


“Non-Extension Notice Date”
has the meaning set forth in Section 2.05(o).


 


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


 


“Obligations” has the
meaning assigned to such term in the Guarantee Agreement.


 


“OFAC” means the United
States Treasury Department Office of Foreign Assets Control.


 


“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 Taxes (other than a connection 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, or 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 any
and all present or future stamp or documentary taxes or any other excise or property Taxes arising from any payment made under
any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, except any
such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 2.18(b)).


 






    	 	17	 



     


    

 


“Parent” means Macy’s, Inc.,
a Delaware corporation.


 


“Parent Materials” has
the meaning set forth in Section 9.17(a).


 


“Participant” has the
meaning set forth in Section 9.04.


 


“Participant Register”
has the meaning set forth in Section 9.04(c).


 


“Patriot Act” means the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title
III of Pub. L. No. 107-56 (signed into law October 26, 2001)).


 


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


 


 “Pension
Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
 other than a Multiemployer Plan, that is subject to Title
IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate
contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of
ERISA, has made contributions at any time during the immediately preceding five (5) plan years if any Loan Party would have
liability thereto.


 


“Permitted Encumbrances”
means:


 


(a)            Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.03;


 


(b)            carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in
the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in good
faith by proper proceedings;


 


(c)            Liens
(if any) arising by operation of law and pledges and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance, old-age pensions and other social security laws or regulations;


 


(d)            deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature, in each case in the ordinary course of business;


 


(e)            judgment
liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and


 


(f)             easements,
zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course
of business that do not materially detract from the value of the affected property to the Parent or any Subsidiary or interfere
with the ordinary conduct of business of the Parent or any Subsidiary;


 






    	 	18	 



     


    

 


provided
that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.


 


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


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject
to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, sponsored, maintained or
contributed to by the Borrower or any ERISA Affiliate.


 


“Platform” has the meaning
set forth in Section 9.17(b).


 


“Prime Rate” means the
rate of interest per annum publicly announced from time to time by Bank of America, N.A., as its prime rate in effect at its principal
office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly
announced as being effective. The “prime rate” is a rate set by Bank of America based upon various factors including
Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced rate.


 


“Private Side Lender Representatives”
means, with respect to any Lender, representatives of such Lender that are not Public Side Lender Representatives.


 


“Public Debt Ratings”
means, as of any date of determination, (a) the Parent’s “Senior Unsecured Rating” most recently announced
by Moody’s and (b) the Parent’s “Corporate Credit Rating” most recently announced by S&P. If
Moody’s or S&P shall change the basis on which such ratings are established, then the foregoing references shall be
to the then equivalent rating by Moody’s or S&P, as the case may be, as determined by the Administrative Agent.


 


“Public Side Lender Representatives”
means, with respect to any Lender, representatives of such Lender that do not wish to receive MNPI.


 


“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).


 


“QFC
Credit Support” has the meaning set forth in Section 9.22.


 


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


 


“Register” has the meaning
set forth in Section 9.04.


 






    	 	19	 



     


    

 


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


 


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


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30)
day notice period has been waived.


 


“Required Lenders” means,
at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total
Revolving Credit Exposures and unused Commitments at such time; provided that, for purposes of declaring the Loans to be
due and payable pursuant to Article VII, and for all purposes after the Loans become due and payable pursuant to Article VII
and the Commitments expire or terminate, the outstanding Competitive Loans of the Lenders shall be included in their respective
Revolving Credit Exposures in determining the Required Lenders.


 


“Responsible Officer”
means any executive officer of the Parent or any Subsidiary or any other officer of the Parent or any Subsidiary responsible for
overseeing or reviewing compliance with this Agreement or any other Loan Document.


 


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


 


“Revolving Loan” means
a Loan made pursuant to Section 2.03.


 


“S&P” means S&P
Global Ratings or any successor thereto.


 


“Sanctions” means all
economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council, the European
Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.


 


“Sanctioned Country” means,
at any time, a country, region or territory which is itself the subject or target of any Sanctions.


 


“Sanctioned Person” means,
at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department
of State, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury
of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned
Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or
(b).


 



    	 	20	 



     


    





 


“subsidiary” means, with
respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity of which securities or other ownership interests representing more than 50% of the equity or more
than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent.


 


“Subsidiary” means any
subsidiary of the Parent,
other than the ABL Loan Parties.


 


“Supported
QFC” has the meaning set forth in Section 9.22.


 


“Swap Agreement” means
any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial
or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of
these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided
by current or former directors, officers, employees or consultants of the Parent or the Subsidiaries shall be a Swap Agreement.


 


“Swap
Termination Value” means , in respect of any one or more Swap Agreements, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements
have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for
any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such
Swap Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Agreements (which may include a Lender or any Affiliate of a Lender).


 


“Syndication Agents” means
each of Credit Suisse Loan Funding LLC, Fifth Third Bank, U.S. Bank National Association and Wells Fargo Bank, National Association,
each in its capacity as syndication agent hereunder.


 


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


 


“Total Commitments” means,
at any time, the aggregate amount of the Lenders’ Commitments at such time.


 


“Total Indebtedness” means,
as of any date, the aggregate principal amount of Indebtedness of the Parent and the Subsidiaries outstanding as of such date,
in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP.


 






    	 	21	 



     


    

 


“Trade Letter
of Credit” means any Letter of Credit that is issued for the benefit of a supplier of inventory to the Parent or any
Subsidiary to effect payment for such inventory, the conditions to drawing under which include the presentation to the applicable
Issuing Bank of negotiable bills of lading, invoices and related documents sufficient, in the judgment of such Issuing Bank, to
create a valid and perfected lien on or security interest in such inventory, bills of lading, invoices and related documents in
favor of such Issuing Bank.


 


“Transactions” means the
execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans,
the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Type”, when used in reference
to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined
by reference to the Eurodollar Rate, the Alternate Base Rate or, in the case of a Competitive Loan or Borrowing, the Eurodollar
Rate or a Fixed Rate.


 


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


 


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


 


“U.S. Person” means a
 “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S.
Special Resolution Regimes” has the meaning set forth in Section 9.22.


 


“U.S. Tax Certificate”
has the meaning assigned to such term in Section 2.16(f)(ii)(D)(2).


 


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


 


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


 






    	 	22	 



     


    

 


Section 1.02     Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g.,
a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g.,
a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving
Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar
Revolving Borrowing”).


 


Section 1.03     Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
 “include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”.
Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any
reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
 “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
 “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 


Any reference herein to a merger, transfer, consolidation,
amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited
liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division
or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar
term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate
Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term
shall also constitute such a Person or entity).


 


Section 1.04     Accounting
Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided that (a) if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring
after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall
be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until
such notice shall have been withdrawn or such provision amended in accordance herewith and (b) notwithstanding any other
provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards
Board Accounting Standards Codification Topic 825, or any successor thereto, to value any Indebtedness of the Parent or any Subsidiary
at “fair value”, as defined therein.


 






    	 	23	 



     


    

 


Section 1.05     Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed
to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to
any Letter of Credit that, by its terms or the terms of any Issuing Bank Agreement related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of
such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such
time.


 


Article II


 


The Credits


 


Section 2.01     Commitments.
Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower in dollars from
time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s
Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures
plus the aggregate principal amount of outstanding Competitive Loans exceeding the Total Commitments. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.


 


Section 2.02     Loans
and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made
by the Lenders ratably in accordance with their respective Commitments. Each Competitive Loan shall be made in accordance with
the procedures set forth in Section 2.04. The failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders
are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.


 


(b)            Subject
to Section 2.13, (i) each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower
may request in accordance herewith, and (ii) each Competitive Borrowing shall be comprised entirely of Eurodollar Loans or
Fixed Rate Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.


 






    	 	24	 



     


    

 


(c)            At
the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $5,000,000 and not less than $5,000,000. At the time that each ABR Revolving Borrowing is made,
such Borrowing shall be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $5,000,000; provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Total Commitments
or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Each request for
a Competitive Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000.
Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any
time be more than a total of 10 Eurodollar Revolving Borrowings outstanding.


 


(d)            Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.


 


Section 2.03     Requests
for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent, which
notice may be given by (A) telephone or (B) a Borrowing Request; provided that any telephonic notice must be
confirmed immediately by delivery to the Administrative Agent of a Borrowing Request. Each such Borrowing Request must be received
by the Administrative Agent (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon,
New York City time on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to
finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00
a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall specify the following information
in compliance with Section 2.02:


 


(i)            the
aggregate amount of the requested Borrowing;


 


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


 


(iii)          whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;


 


(iv)          in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period”; and


 


(v)           the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.06.


 






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


 


Section 2.04     Competitive
Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability
Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow
Competitive Loans; provided that the sum of the total Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans at any time shall not exceed the Total Commitments. To request Competitive Bids, the Borrower shall
notify the Administrative Agent of such request by telephone, in the case of a Eurodollar Borrowing, not later than 11:00 a.m.,
New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not
later than 10:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that the
Borrower may submit up to (but not more than) three Competitive Bid Requests on the same day, but a Competitive Bid Request shall
not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous
Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic
Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive
Bid Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Competitive
Bid Request shall specify the following information in compliance with Section 2.02:


 


(i)            the
aggregate amount of the requested Borrowing;


 


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


 


(iii)          whether
such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing;


 


(iv)          the
Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest
Period”; and


 


(v)           the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.06.


 


Promptly following receipt of a Competitive Bid Request in
accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the
Lenders to submit Competitive Bids.


 






    	 	26	 



     


    

 


(b)            Each
Lender may (but shall not have any obligation to) make one or more irrevocable Competitive Bids to the Borrower in response to
a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be
received by the Administrative Agent by telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m.,
New York City time, three Business Days before the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate
Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Borrowing. Competitive Bids
that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent,
and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify
(i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal
the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the
Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans
(expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest
Period applicable to each such Loan and the last day thereof.


 


(c)            The
Administrative Agent shall notify the Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the Lender that shall have made such Competitive Bid, in the case of a Eurodollar Competitive
Borrowing, not later than 10:00 a.m., New York City time, three Business Days before the proposed date of such Competitive Borrowing,
and in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, on the proposed date of such Competitive
Borrowing.


 


(d)            Subject
only to the provisions of this paragraph, the Borrower may accept or reject any Competitive Bid. The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent
it has decided to accept or reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not later than 1:00
p.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing, and in the case of a Fixed
Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the Competitive Borrowing; provided
that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the
Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the Borrower rejects a Competitive Bid
made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not
exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) to
the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive
Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata
in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive
Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an
integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000
because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral
multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular
Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner
determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable.


 






    	 	27	 



     


    

 


(e)            The
Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted
(and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject
to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted.


 


(f)            If
the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive
Bid directly to the Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to
submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.


 


Section 2.05     Letters
of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request
the issuance of Letters of Credit for its own account, in a form reasonably acceptable to the Administrative Agent and the applicable
Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control. On the Effective Date, each Existing Letter of Credit shall be deemed to be a
Letter of Credit for all purposes hereof and shall be deemed to have been issued hereunder on the Effective Date. All Letters
of Credit shall provide for drawings thereunder to be denominated in dollars. An Issuing Bank shall not be under any obligation
to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its
terms purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing
Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over
such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally
or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction,
reserve or capital requirement (for which such Issuing Bank is not compensated hereunder) not in effect on the Effective Date,
or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and
which such Issuing Bank in good faith deems material to it or (ii) the issuance of the Letter of Credit would violate one
or more policies of such Issuing Bank applicable to letters of credit generally. No Issuing Bank shall be under any obligation
to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit
in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment
to the Letter of Credit.


 






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(b)            Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver (or transmit by electronic communication,
if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative
Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such
Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment,
as the case may be, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended,
extended, reinstated or renewed, and specifying the date of issuance, amendment, extension, reinstatement or renewal (which shall
be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section),
the amount of such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of the requested
Letter of Credit and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit, and
such Issuing Bank shall promptly deliver a copy of such notice by telecopy to the Administrative Agent. If requested by the applicable
Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $400,000,000, (ii) the
portion of the LC Exposure attributable to Letters of Credit issued by any Issuing Bank shall not exceed the LC Commitment of
such Issuing Bank; and (iii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans shall not exceed the Total Commitments.


 


(c)            Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year
after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such
renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date (the “Letter of Credit
Expiration Date”).


 


(d)            Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the applicable Issuing Bank or the Lenders, the Issuing Bank in respect of such Letter of Credit hereby
grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal
to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration
and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent,
for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such
Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement
payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected
by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit, the occurrence and continuance
of a Default, the reduction or termination of the Commitments or any force majeure or other event that under any rule of
law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication
of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof
or of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
On the Effective Date and without any further action by any party hereto, each Issuing Bank that has issued an Existing Letter
of Credit shall be deemed to have granted to each Lender, and each Lender shall be deemed to have acquired from such Issuing Bank,
a participation in each such Existing Letter of Credit in accordance with the foregoing provisions of this paragraph (d).


 






    	 	29	 



     


    

 


(e)            Reimbursement.
If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on
the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00
a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date,
then not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such
notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following
the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided
that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03
that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s
obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails
to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment
then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt
of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower,
in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable
Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment
from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing
Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such
Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse
an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute
a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.


 






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(f)            Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under
any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit
or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect,
(iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not
comply with the terms of such Letter of Credit, (iv) any force majeure or other event that under any rule of
law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication
of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof
or of the Commitments or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing,
that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders or any Issuing Bank, or any
of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer
of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred
to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice
or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank;
provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrower to the extent
of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise
care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. Unless
otherwise separately agreed in writing between the Borrower and the applicable Issuing Bank, (A) the parties hereto expressly
agree that, in the absence of gross negligence or willful misconduct on the part of such Issuing Bank (as finally determined by
a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination, and (B) in
furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a Letter of Credit, such Issuing Bank may, in its
sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless
of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.


 


(g)            Disbursement
Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and
the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation
to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.


 


(h)            Interim
Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate
per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement
when due pursuant to paragraph (e) of this Section, then Section 2.12(d) shall apply. Interest accrued pursuant
to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date
of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the applicable Issuing Bank shall be
for the account of such Lender to the extent of such payment.


 






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(i)            Replacement
of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. An Issuing Bank’s obligations to issue additional Letters
of Credit hereunder may be terminated at any time by written agreement among the Borrower, the Administrative Agent and such Issuing
Bank; provided that after giving effect thereto there is at least one remaining Issuing Bank obligated to issue Letters
of Credit. The Administrative Agent shall notify the Lenders of any such replacement or termination of an Issuing Bank. At the
time any such replacement or termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account
of the replaced or terminated Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any such replacement,
the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect
to Letters of Credit to be issued thereafter. After the replacement or termination of an Issuing Bank hereunder, the replaced
or terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing
Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or termination, but shall not
be required to issue additional Letters of Credit.


 


(j)            Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC
Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph,
the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit
of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided
that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to either
Loan Party described in clause (h) or (i) of Article VII. The Borrower shall also deposit cash collateral in accordance
with this paragraph as and to the extent required by Section 2.22. Each such deposit shall be held by the Administrative
Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative
Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse
any Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for
the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the
Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total
LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide
an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied
as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.


 






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(k)           Additional
Issuing Banks. Any Lender may at any time become an Issuing Bank hereunder by written agreement between the Borrower and such
Lender subject to notice to the Administrative Agent. From and after the effective date of any such Lender becoming an Issuing
Bank, such Lender shall have the rights and obligations of an Issuing Bank under this Agreement. Any Lender that becomes an Issuing
Bank shall not cease to be an Issuing Bank hereunder if it later ceases to be a Lender hereunder.


 


(l)            Certain
Notices by Issuing Banks. Each Issuing Bank that is not the same Person as the Person serving as the Administrative Agent
shall notify the Administrative Agent of (i) the amount and expiration date of each Letter of Credit issued by such Issuing
Bank at or prior to the time of issuance thereof (or in the case of an Existing Letter of Credit, such notice shall be provided
on the Effective Date), (ii) any amendment or modification to, or LC Disbursement under, any such Letter of Credit at or
prior to the time of such amendment, modification or LC Disbursement and (iii) any termination, surrender, cancellation or
expiry of any such Letter of Credit at or prior to the time of such termination, surrender, cancellation or expiration.


 


(m)          [Reserved].


 


(n)           Auto-Extension
Letters of Credit. If the Borrower so requests in relation to the issuance of a Letter of Credit, the Issuing Bank may, in
its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension
Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent
any such extension at least once in each twelve- month period (commencing with the date of issuance of such Letter of Credit)
by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in
each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the
Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an
Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing
Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration
Date; provided, however, that the Issuing Bank shall not permit any such extension if it has received notice (which
may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (i) from
the Administrative Agent that the Required Lenders have elected not to permit such extension or (ii) from the Administrative
Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then
satisfied, and in each such case directing the Issuing Bank not to permit such extension.


 






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(o)           Applicability
of ISP and UCP. Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued (including
any such agreement applicable to an Existing Letter of Credit), (i) the rules of ISP98 shall apply to each standby Letter
of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published
by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.


 


Section 2.06      Funding
of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by
wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to
the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative
Agent in New York City and designated by the Borrower in the applicable Borrowing Request or Competitive Bid Request; provided
that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall
be remitted by the Administrative Agent to the applicable Issuing Bank.


 


(b)          Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may
assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and
may, in reliance upon such assumption, make available to the Borrower a corresponding amount. 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 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 (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest
rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such Borrowing.


 


Section 2.07      Interest
Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case
of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered
a separate Borrowing. This Section shall not apply to Competitive Borrowings, which may not be converted or continued.


 






    	 	34	 



     


    

 


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


 


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


 


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


 


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


 


(iii)         whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)         if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests a Eurodollar
Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.


 


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


 


(e)           If
the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Revolving Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower,
then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued
as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing
at the end of the Interest Period applicable thereto.


 






    	 	35	 



     


    

 


Section 2.08      Termination
and Reduction of Commitments. (a) Unless previously terminated, the Commitments,
including the Bank of America Commitment, shall terminate on the Maturity Date. Notwithstanding
anything to the contrary contained herein, this Agreement and the Total Commitments shall not terminate in full without the prior
written acknowledgement of such termination by the Administrative
Agent and the Borrower (other than on the Maturity Date).


 


(b)          The
Borrower may at any time terminate, or from time to time reduce, the Commitments on
a pro-rata basis or non-pro rata basis among the Lenders at the sole option of the Borrower;
provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000
and not less than $251,000,000
(or
such other amount as agreed by the Administrative Agent in its sole discretion), and
(ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans would exceed the Total Commitments.


 


(c)          The
Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of
this Section at least three Business Days prior to the effective date of such termination or reduction (or
such shorter period as agreed by the Administrative Agent in its sole discretion),
specifying such election and the effective date thereof and
providing a revised Schedule 2.01 setting forth the revised Commitments, in form and substance reasonably acceptable to the Administrative
Agent. Promptly following receipt of any notice, the Administrative Agent shall
advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction
of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.


 


Section 2.09      Repayment
of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to
the Administrative Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan on the last
day of the Interest Period applicable to such Loan.


 


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


 


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


 






    	 	36	 



     


    

 


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


 


(e)           Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute
and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form approved by the Administrative
Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment
pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein
and its registered assigns.


 


Section 2.10      Prepayment
of Loans. (a) The
Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with paragraph (b) of this Section; provided that the Borrower shall not have the right to prepay
any Competitive Loan without the prior consent of the Lender thereof.


 


(b)          The
Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the
case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before
the date of prepayment (or
such shorter period as agreed by the Administrative Agent in its sole discretion) or
(ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business
Day before the date of prepayment (or
such shorter period as agreed by the Administrative Agent in its sole discretion).
Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion
thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination
of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination
is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Revolving Borrowing,
the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing
shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided
in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12.


 






    	 	37	 



     


    

 


Section 2.11      Fees.
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue
at the Applicable Rate on the greater of (i) the amount of the Commitment (used or unused) of such Lender during the period
from and including the Effective Date to but excluding the date on which such Commitment terminates and (ii) the amount of
such Lender’s Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Commitments terminate, commencing on the first such
date to occur after the date hereof. All facility fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day).


 


(b)          The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to
its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable
to Eurodollar Revolving Loans (or in the case of a Trade Letter of Credit, 50% of such Applicable Rate) on the average daily amount
of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates
and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee separately
agreed upon between the Borrower and such Issuing Bank. In addition, the Borrower shall pay directly to the applicable Issuing
Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and
charges, of such Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs
and charges are due and payable on demand and are nonrefundable. Participation fees accrued through and including the last day
of March, June, September and December of each year shall be payable on the fifth Business Day following such last day,
commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the
date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be
payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after
demand. All participation fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number
of days elapsed.


 


(c)          The
Borrower agrees to pay to the Administrative Agent, for its own account or for the account of the Lenders, as applicable, fees
payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.


 


(d)           All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the
applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees, participation fees
and other fees separately agreed upon to be payable to the Lenders, to the Lenders. Fees paid shall not be refundable under any
circumstances, except to the extent that the Borrower demonstrates that any amounts paid represent overpayments.


 


Section 2.12      Interest.
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)          The
Loans comprising each Eurodollar Borrowing shall bear interest (i) in the case of a Eurodollar Revolving Loan, at the Eurodollar
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate, or (ii) in the case of a Eurodollar Competitive
Loan, at the Eurodollar Rate for the Interest Period in effect for such Borrowing plus (or minus, as applicable) the Margin applicable
to such Loan.


 






    	 	38	 



     


    

 


(c)           Each
Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such Loan.


 


(d)          Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well
as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.0% per annum plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of
any other amount, 2.0% per annum plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.


 


(e)           Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall
be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable
on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Revolving Loan prior
to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such
conversion.


 


(f)            All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate
Base Rate (including the Alternate Base Rate determined by reference to the Eurodollar Rate) shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate or Eurodollar Rate shall be determined by the Administrative
Agent, and such determination shall be conclusive absent manifest error.


 


Section 2.13      Alternate
Rate of Interest. (a)  If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(i)           the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Eurodollar Rate for such Interest Period; or


 


(ii)          the
Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is
required to make such Loan) that the Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost
to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;


 






    	 	39	 



     


    

 


then the Administrative Agent shall give notice thereof to
the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a
Eurodollar Borrowing shall be ineffective, (y) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing
shall be made as an ABR Borrowing and (iii) any request by the Borrower for a Eurodollar Competitive Borrowing shall be ineffective;
provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by
the Borrower for Eurodollar Competitive Borrowings may be made to Lenders that are not affected thereby and (B) if the circumstances
giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.


 


(b)           Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination
shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the
case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:


 


(i)            adequate
and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because
the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or


 


(ii)           the
administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made
a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or
used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”),
or


 


(iii)         syndicated
loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended
(as applicable) to incorporate or adopt a new benchmark interest rate to replace the Eurodollar Rate,


 


then,
reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice,
as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Rate with an
alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any
such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes
(as defined below) and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative
Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising
the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment.
Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such
market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a
manner as otherwise reasonably determined by the Administrative Agent.


 






    	 	40	 



     


    

 


If
no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability
Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender.
  Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the
extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer
be utilized in determining the Alternate Base Rate.  Upon receipt of such notice, the Borrower may revoke any pending request
for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans
or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans
(subject to the foregoing clause (y)) in the amount specified therein.


 


Notwithstanding anything else herein, any
definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes
of this Agreement.


 


For
purposes hereof, “LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR
Successor Rate, any conforming changes to the definition of Alternate Base Rate, Interest Period, timing and frequency of
determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of
the Administrative Agent in consultation with the Borrower, to reflect the adoption of such LIBOR Successor Rate and to permit
the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative
Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice
for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent
determines is reasonably necessary in connection with the administration of this Agreement).


 


Section 2.14      Increased
Costs. (a) If any Change in Law shall:


 


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


 


(ii)           impose
on any Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans
or Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii)         subject
any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits,
reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes, (B) Excluded Taxes (other
than Taxes described in clause (a) or (b) of the definition of Excluded Taxes) and (C) Other Connection Taxes imposed
on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes);


 






    	 	41	 



     


    

 


and the result of any of the foregoing shall be to increase
the cost to such Lender or such other Recipient of making or maintaining any Loan (or of maintaining its obligation to make any
such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining
any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount
of any sum received or receivable by such Lender, Issuing Bank or such other Recipient hereunder (whether of principal, interest
or otherwise), then, from time to time upon request of such Lender, Issuing Bank or other Recipient, the Borrower will pay
to such Lender, Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate
such Lender, Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.


 


(b)          If
any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has had or would have
the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s
or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in
Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such
Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change
in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s
or Issuing Bank’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower will
pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing
Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.


 


(c)           A
certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be
delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as
the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.


 


(d)          Failure
or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall
not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to
claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.


 






    	 	42	 



     


    

 






(e)            Notwithstanding
the foregoing provisions of this Section, a Lender shall not be entitled to compensation pursuant to this Section in respect
of any Competitive Loan if the Change in Law that would otherwise entitle it to such compensation shall have been publicly announced
prior to submission of the Competitive Bid pursuant to which such Loan was made.


 


Section 2.15     Break
Funding Payments.   In the event of (a) the payment of any principal of any Eurodollar Loan or Fixed
Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default),
(b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the
failure to borrow, convert, continue or prepay any Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(b) and is revoked in accordance
therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the
assignment of any Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each
Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense
to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount
of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurodollar Rate
that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt
thereof.





 


Section 2.16     Withholding
of Taxes; Gross-Up.   (a) Each payment by or on account of any obligation of the Borrower under any
Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any withholding
agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such withholding
agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance
with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary
so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the
applicable Recipient receives the amount it would have received had no such withholding been made.


 


(b)       Payment
of Other Taxes by the Borrower. The Borrower shall timely pay any Other Taxes 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.


 






    	 	43	 



     


    

 


(c)       Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this
Section 2.16, such Loan Party 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.


 


(d)       Indemnification
by the Borrower. The Borrower shall indemnify each Recipient for any Indemnified Taxes that are paid or payable by or required
to be withheld or deducted from a payment to such Recipient in connection with any Loan Document (including amounts paid or payable
under this Section 2.16(d)) 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. The indemnity under this Section 2.16(d) shall
be paid within 10 days after the Recipient delivers to the Borrower a certificate stating the amount of any Indemnified Taxes
so paid or payable by such Recipient and describing the basis for the indemnification claim. Such certificate shall be conclusive
of the amount so paid or payable absent manifest error. Such Recipient shall deliver a copy of such certificate to the Administrative
Agent.





 


(e)       Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified
Taxes, 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) attributable to such Lender (including Excluded Taxes and any taxes
attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance
of a Participant Register) that are paid or payable 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. The indemnity under this Section 2.16(e) shall be paid within 10 days after the
applicable Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative
Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.


 


(f)        Status
of Lenders.   (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding
Tax with respect to any payments under this Agreement shall deliver to the Borrower and the Administrative Agent, at the time
or times reasonably requested by the Borrower or the Administrative Agent and at the time or times prescribed by applicable law,
such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit
such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrower
or the Administrative Agent, shall deliver such other documentation prescribed by 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 any withholding (including 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 Sections 2.16(f)(ii)(A) through (E) and 2.16(f)(iii) 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. Upon the reasonable request of such Borrower or
the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.16(f).
If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any
respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence
or inaccuracy) notify such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and
shall update the form or certification if it is legally eligible to do so or, if not legally eligible to do so, shall notify the
Borrower and the Administrative Agent of such legal inability.


 






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(ii)           Without
limiting the generality of the foregoing, if the Borrower is a U.S. Person, any Lender with respect to such Borrower shall, if
it is legally eligible to do so, deliver to such Borrower and the Administrative Agent (in such number of copies reasonably requested
by such Borrower and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed
and executed originals of whichever of the following is applicable:


 





(A)            in
the case of a Lender that is a U.S. Person, an executed original of IRS Form W-9 certifying that such Lender is exempt from
U.S. Federal backup withholding tax;


 


(B)            in
the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with
respect to payments of interest under this Agreement, executed originals 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 (2) with respect to any other applicable payments under this Agreement, 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;


 


(C)            in
the case of a Non-U.S. Lender for whom payments under this Agreement constitute income that is effectively connected with such
Lender’s conduct of a trade or business in the United States, an executed original of IRS Form W-8ECI;


 


(D)            in
the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of
the Code both (1) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, and (2) a certificate
substantially in the form of Exhibit D (a “U.S. Tax Certificate”) to the effect that such Lender is not
(a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (c) a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United States with
which the relevant interest payments are effectively connected;


 






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(E)            in
the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including a partnership
or a participating Lender) (1) an executed original of IRS Form W-8IMY on behalf of itself and (2) the relevant
forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each
such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however,
that (x) if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest
under Section 881(c) of the Code, such Lender may provide a U.S. Tax Certificate on behalf of such partners substantially
in the form of Exhibit D-2 and (y) a Participant may provide a U.S. Tax Certificate substantially in the form of Exhibit D-3
or D-4; or


 


(F)            any
other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together
with such supplementary documentation necessary to enable the Borrower or the Administrative Agent to determine the amount of
Tax (if any) required by law to be withheld.


 





(iii)            If
a payment made to a Lender under any Loan Document would be subject to withholding Tax imposed by FATCA if such Lender were to
fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time
or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent
to comply with their obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations
under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(f)(iii),
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(g)       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 as to which it has been indemnified pursuant to this Section 2.16 (including additional amounts paid
pursuant to this Section 2.16), 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 with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including any 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 to such indemnifying party pursuant to the previous sentence (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund
to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.16(g), in no event will any indemnified
party be required to pay any amount to any indemnifying party pursuant to this Section 2.16(g) if such payment would
place such indemnified party in a less favorable position (on a net after-Tax basis) than such indemnified party would have been
in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 2.16(g) 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.


 






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(h)       Survival.
Each party’s obligations under this Section 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 or
the Bank of America Commitment and the repayment, satisfaction or discharge of
all obligations under this Agreement.


 


(i)        Defined
Terms. For purposes of this Section, the term “Lender” includes any Issuing Bank and the term “applicable
law” includes FATCA.


 


Section 2.17     Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.    (a) The Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Section 2.14, 2.15 or 2.16, or otherwise) prior to 1:00 p.m., New York City time, on the date when due, in
immediately available funds, without set-off, defense, recoupment or counterclaim. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park
Avenue, New York, New York, except payments to be made directly to an Issuing Bank as expressly provided herein and except that
payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative
Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall
be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be
payable for the period of such extension. All payments hereunder shall be made in dollars.


 


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


 






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(c)         If
any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Revolving Loans or participations in LC Disbursements resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and accrued interest
thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Revolving Loans and participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements; provided
that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance
with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of
a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.


 


(d)         Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or any Issuing Bank hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the applicable Issuing Bank, as the case may be, severally agrees to repay
to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon,
for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.


 


(e)         If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(d) or (e), 2.06(b), 2.16(e) or
2.17(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully paid.


 


Section 2.18     Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14, or if the
Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14
or 2.16, 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 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.


 






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(b)          If
(i) any Lender requests compensation under Section 2.14, (ii) the Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, (iii) any Lender
is a Declining Lender or a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver or
modification that under Section 9.02 requires the consent of all the Lenders (or each affected Lender) and with respect to
which the Required Lenders shall have granted their consent, then the Borrower may, at its sole expense and effort, upon notice
to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement
(other than its existing rights to payments pursuant to Section 2.14 or 2.16 and any outstanding Competitive Loans held by
it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent
shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans (other than Competitive Loans) and participations in LC Disbursements, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim
for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result
in a reduction in such compensation or payments, (D) in the case of any assignment resulting from a Lender being a Declining
Lender, the assignee shall have agreed to the applicable Maturity Date Extension Request and (E) in the case of any such
assignment resulting from the failure to provide a consent, the assignee shall have given such consent. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an
assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed
by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation
need not be a party thereto.


 


Section 2.19     Increase
in Commitments. (a) At any time after the Effective Date and no more than two times during any calendar year,
the Borrower may, by written notice to the Administrative Agent, request at any time or from time to time that the Total Commitments
be increased; provided that the aggregate amount of each such increase pursuant to this Section 2.19 shall not be
less than $20,000,000 and the aggregate amount of all such increases pursuant to this Section 2.19 shall not cause the aggregate
amount of Total Commitments to exceed $1,750,000,000;
and provided further that if the Bank of America Commitment is effective, any increase in Commitments pursuant to this Section 2.19
shall be agreed and consented to by Bank of America, N.A. (unless, for the avoidance of doubt, the Bank of America Commitment
is being terminated in connection with such increase). Any such notice shall set forth the amount of the requested
increase in the Total Commitments and the date on which such increase is requested to become effective. The Borrower may arrange
for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting
Lender”), which may include any Lenders, to extend Commitments or increase their existing Commitments in an aggregate
amount equal to the requested amount of the increase in the Total Commitments; provided that each Augmenting Lender, if not already
a Lender hereunder, shall be subject to the approval of the Administrative Agent (not to be unreasonably withheld). Increases
of Commitments and new Commitments created pursuant to this paragraph (a) shall become effective upon the execution and delivery
by the Parent, the Borrower, the Administrative Agent and any Lenders (including any Augmenting Lenders) agreeing to increase
their existing Commitments or extend new Commitments, as the case may be, of an agreement providing for such increased or additional
Commitments, subject to the satisfaction of any conditions set forth in such agreement. Notwithstanding the foregoing, no increase
in the Total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph (a) unless, on
the date of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Sections 4.02 shall be satisfied
(as though a Borrowing were being made on such date); provided that for purposes of this Section, the representations and
warranties contained in Section 3.04(a) shall be deemed to refer to the most recent audited financial statements available
on the date of such increase and (ii) the Administrative Agent shall have received a certificate to that effect dated such
date and executed by a Responsible Officer or a Financial Officer of the Parent and the Borrower. The Borrower is not required
to offer any Lender an opportunity to participate in any increase pursuant to this Section 2.19 and, if offered an opportunity
to participate, a Lender shall not have any obligation to participate.


 






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(b)          At
the time that any increase in the Total Commitments pursuant to paragraph (a) of this Section 2.19 (a “Commitment
Increase”) becomes effective, if any Revolving Loans are outstanding, the Borrower shall prepay the aggregate principal
amount outstanding in respect of such Revolving Loans in accordance with Section 2.10 (the “Initial Loans”);
provided that (i) nothing in this Section 2.19 shall prevent the Borrower from funding the prepayment of Initial
Loans with concurrent Revolving Loans hereunder in accordance with the provisions of this Agreement, giving effect to the Commitment
Increase, and (ii) no such prepayment shall be required if, after giving effect to the Commitment Increase, each Lender has
the same Applicable Percentage as immediately prior to such Commitment Increase.


 


(c)          If
at any time after the Closing Date, upon the earlier of (i) the Borrower providing notice to permanently reduce all of the
outstanding Commitments (other than the Bank of America Commitment) or (ii) the Borrower determining in its reasonable discretion
that all remaining Commitments under the facility (other than the Bank of America Commitment) may otherwise be terminated, the
Borrower may deem the Bank of America Commitment to be immediately available and effective. The Borrower shall provide Bank of
America, N.A. with prompt notice upon the effectiveness of such Bank of America Commitment and shall promptly deposit, in a blocked
account as directed (or previously notified for this purpose) by Bank of America, N.A., an amount in cash equal to $1,000,000,
and concurrently with such deposit, the Borrower and Bank of America, N.A. agree to use commercially reasonable efforts to replace
such cash collateral with a letter of credit on terms reasonably satisfactory to Bank of America, N.A.


 






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Section 2.20     [Reserved].


 


Section 2.21     Extension
of Maturity Date. (a) The Borrower may, by delivery of a written request (a “Maturity Date Extension
Request”) to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30
days and not more than 90 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date
for an additional period of one year; provided that there shall be no more than two extensions of the Maturity Date pursuant to
this Section.


 


(b)          Each
Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative
Agent’s receipt of the Borrower’s Maturity Date Extension Request (or such other date as the Borrower and the Administrative
Agent may agree; such date, the “Extension Date”), advise the Borrower whether or not it agrees to the requested
extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender
declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so
advised the Borrower and the Administrative Agent by such Extension Date shall be deemed to have declined to agree to such extension
and shall be a Declining Lender.


 


(c)          If
Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request by the Extension Date, then the
Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect.
The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender.
The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension
(such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans
made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for
the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity
Date the Borrower shall also make such other prepayments of Loans as shall be required in order that, after giving effect to the
termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the total Revolving
Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would not exceed the Total Commitments.


 


(d)          Notwithstanding
the foregoing provisions of this Section 2.21, the Borrower shall have the right, pursuant to Section 2.18(b), at any
time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will
agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting
Lender.


 






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(e)          Notwithstanding
the foregoing provisions of this Section 2.21, no extension of the Maturity Date pursuant to this Section 2.21 shall
become effective unless, on or promptly following the Extension Date, (i) the conditions set forth in Section 4.02 shall
be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension and without
giving effect to the parenthetical in Section 4.02(a)); provided that for purposes of this Section, the representations
and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent audited financial statements
available on the Extension Date and (ii) the Administrative Agent shall have received a certificate to that effect dated
the Extension Date and executed by a Responsible Officer or a Financial Officer of each of the Parent and the Borrower.


 


Section 2.22     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)          facility
fees shall cease to accrue on the unused amount of the Commitment of such Defaulting Lender pursuant to Section 2.11(a);


 


(b)          the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders
or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent
to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other
modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02,
require the consent of such Defaulting Lender in accordance with the terms hereof;


 


(c)          if
any LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)       so
long as no Default or Event of Default has occurred and is continuing, the LC Exposure of such Defaulting Lender shall be reallocated
among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that the sum
of all Non-Defaulting Lenders’ Revolving Exposures plus such Defaulting Lender’s LC Exposure does not exceed the sum
of all Non-Defaulting Lenders’ Commitments;


 


(ii)      if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one
Business Day following notice by the Administrative Agent, cash collateralize for the benefit of the Issuing Banks the portion
of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.05(j) for
so long as such LC Exposure is outstanding;


 


(iii)     if
the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above,
the Borrower shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.11(b) with
respect to such portion of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure
is cash collateralized;


 






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(iv)     if
any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above, then the fees payable
to the Lenders pursuant to Sections 2.11(a) and 2.11(b) shall be adjusted to give effect to such reallocation; and


 


(v)      if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause
(i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder,
all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such
Defaulting Lender’s Commitment utilized by such LC Exposure) and participation fees payable under Section 2.11(b) with
respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks (and allocated among them ratably
based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank)
until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 


(d)          so
long as such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend, renew or extend any Letter of Credit,
unless in each case it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will
be fully covered by the Commitments of the Non-Defaulting Lenders and/or cash collateral provided by the Borrower in accordance
with Section 2.22(c), and participating interests in any such issued, amended, reviewed or extended Letter of Credit will
be allocated among the Non-Defaulting Lenders in a manner consistent with Section 2.22(c)(i) (and such Defaulting Lender
shall not participate therein).


 


In the event that (x) a Bankruptcy Event
with respect to a Lender Parent shall have occurred following the date hereof and for so long as such Bankruptcy Event shall continue
or (y) any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or
more other agreements in which such Lender commits to extend credit, no Issuing Bank shall be required to issue, amend, renew
or extend any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Lender
satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder.


 


In the event that the Administrative Agent,
the Borrower and each Issuing Bank each agree (provided that the Borrower’s agreement shall not be required if an Event
of Default has occurred and is continuing) that a Defaulting Lender has adequately remedied all matters that caused such Lender
to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s
Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent
shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.


 






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Article III


 


Representations and Warranties


 


Each of the Parent and the Borrower represents
and warrants to the Lenders that:


 


Section 3.01     Organization.
Each of the Parent and the Borrower is a corporation duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation.


 


Section 3.02     Powers;
Authorization; No Conflicts; Enforceability. The Transactions are within each Loan Party’s corporate powers,
have been duly authorized by all necessary corporate action, and do not contravene (a) any Loan Party’s charter or
by-laws or (b) law or any contractual restriction binding on or affecting any Loan Party. This Agreement has been, and each
of the other Loan Documents to which any Loan Party is to be a party when delivered hereunder will have been, duly executed and
delivered by each Loan Party that is a party hereto or thereto, as applicable. This Agreement is, and each of the other Loan Documents
to which any Loan Party is to be a party when delivered will be, the legal, valid and binding obligation of each Loan Party that
is a party hereto or thereto, as applicable, enforceable against each such Loan Party in accordance with its terms.


 


Section 3.03     Approvals.
No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third
party is required for the due execution, delivery and performance by any Loan Party of any Loan Document to which it is to be
a party, the borrowing of the Loans, the use of the proceeds thereof or the issuance of Letters of Credit hereunder.


 





 


Section 3.04     Financial
Condition; No Material Adverse Change. (a) The consolidated balance sheet of the Parent and its subsidiaries as
at February 2, 2019, and the related consolidated statements of income and cash flows of the Parent and its subsidiaries
for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, copies of which have been
furnished to the Lenders, fairly present the consolidated financial condition of the Parent and its subsidiaries as at such date
and the consolidated results of the operations of the Parent and its subsidiaries for the fiscal year ended on such date, all
in accordance with GAAP consistently applied.


 


(b)          Since
February 2, 2019, there has been no material adverse change in the business, condition (financial or otherwise), operations,
performance, properties or prospects of the Parent and its Subsidiaries, taken as a whole[Reserved].


 


Section 3.05     Litigation.
There is no pending or threatened action, suit, investigation, litigation or proceeding affecting the Parent or any Subsidiary
pending or threatened before any Governmental Authority or arbitrator that (a) would be reasonably likely to have a Material
Adverse Effect or (b) purports to affect the legality, validity or enforceability of any Loan Document or the consummation
of the transactions contemplated hereby.


 






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Section 3.06     Investment
Company Status. None of the Loan Parties is an “investment company”, within the meaning of the Investment
Company Act of 1940.


 


Section 3.07     ERISA.
(a) No ERISA Event has occurred or is reasonably expected to occur with respect to any Pension
Plan that has resulted in or is reasonably expected to have a Material Adverse Effect.


 


(b)          Neither
the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer
Plan that could be reasonably expected to have a Material Adverse Effect.


 


(c)          Each
Pension
Plan satisfies the funding requirements under Section 302 of ERISA and there
has been no change in the funding status of any such Pension
Plan since the last annual actuarial valuation date that would reasonably be expected
to have a Material Adverse Effect.


 


Section 3.08     Compliance
with Laws. Each of the Borrower and its Subsidiaries is in compliance with all laws applicable to it, except where
the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


Section 3.09     Anti-Corruption
Laws and Sanctions. The Parent and the Borrower have implemented and maintain in effect policies and procedures designed
to ensure compliance by the Parent, the Borrower, their Subsidiaries and their respective directors, officers, employees and agents
with Anti-Corruption Laws and applicable Sanctions, and the Parent, the Borrower, their Subsidiaries and their respective officers
and directors and to the knowledge of the Parent and the Borrower their employees and agents, are in compliance with Anti-Corruption
Laws and applicable Sanctions in all material respects. None of (a) the Parent, the Borrower, any Subsidiary or to the knowledge
of the Parent or the Borrower or such Subsidiary any of their respective directors, officers or employees, or (b) to the
knowledge of the Parent or the Borrower, any agent of the Parent or the Borrower or any Subsidiary that will act in any capacity
in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit,
use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.


 


Section 3.10     Federal
Reserve Regulations. None of the Parent, the Borrower or any Subsidiary is engaged or will engage, principally or as
one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U of
the Board), or extending credit for the purpose of purchasing or carrying margin stock. No part of the proceeds of the Loans will
be used, directly or indirectly, for any purpose that entails a violation (including on the part of any Lender) of any of the
regulations of the Board, including Regulations U and X.


 






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Article IV


 


Conditions


 


Section 4.01     Effective
Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall
not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):


 


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


 


(b)          The
Administrative Agent (or its counsel) shall have received from the Parent and the Borrower either (i) a counterpart of the
Guarantee Agreement (in the form attached hereto as Exhibit C) signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of
the Guarantee Agreement) that such party has signed a counterpart of the Guarantee Agreement.


 


(c)          The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and
dated as of the Effective Date) of (i) Jones Day, counsel to the Loan Parties and (ii) Elisa D. Garcia, the Chief Legal
Officer of the Parent, in each case covering such matters relating to the Loan Parties, the Transactions or the Loan Documents
as the Required Lenders or the Administrative Agent shall reasonably request. The Parent and the Borrower hereby request such
counsel to deliver such opinions.


 


(d)          The
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the Loan Parties and the authorization of the Transactions
and any other legal matters relating to the Loan Parties, the Transactions or the Loan Documents, all in form and substance satisfactory
to the Administrative Agent and its counsel, including all documentation and other information required by bank regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot
Act.


 


(e)          The
representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects
as of the Effective Date, no Default shall have occurred and be continuing as of the Effective Date and the Administrative Agent
shall have received a certificate, dated the Effective Date and signed by a Responsible Officer or a Financial Officer of the
Parent and the Borrower, confirming the foregoing.


 






    	 	56	 



     


    

 


(f)          The
Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including,
to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower
under the Loan Documents.


 


(g)          Prior
to or substantially contemporaneously with the satisfaction of the conditions set forth herein on the Effective Date, the principal
of all loans or advances, and all interest, fees and other amounts accrued or otherwise owing, under the Existing Credit Agreement
shall have been or shall be paid in full and the commitments thereunder shall have been or shall be terminated, and the Administrative
Agent shall have received reasonably satisfactory evidence thereof.


 


The Administrative Agent shall notify the Borrower and the
Lenders of the effectiveness of the obligations of the Lenders and the Issuing Banks, and such notice shall be conclusive and
binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of any Issuing Bank to issue any Letter
of Credit and the incorporation of the Existing Letters of Credit as Letters of Credit hereunder shall not become effective unless
each of the foregoing conditions is satisfied or waived prior to 5:00 p.m., New York City time, on June 15, 2019 (and, in
the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).


 


Without limiting the generality of the provisions of the last
paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01,
each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender
unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.


 


Section 4.02     Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank
to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)          The
representations and warranties of the Loan Parties set forth in this Agreement (other than those in Section 3.04(b) and
clause (a) of Section 3.05, at such times when the Public Debt Ratings are Baa3 and BBB- or better)
shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of
such Letter of Credit, as applicable.


 


(b)          At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default shall have occurred and be continuing.


 


Each Borrowing and each issuance, amendment, renewal or extension
of a Letter of Credit shall be deemed to constitute a representation and warranty by the Loan Parties on the date thereof as to
the matters specified in paragraphs (a) and (b) of this Section.


 






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Article V


 


Affirmative Covenants


 


Until the Commitments or
the Bank of America Commitment have expired or been terminated and the principal of and interest on each Loan and all
fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements
shall have been reimbursed, each of the Parent and the Borrower covenants and agrees with the Lenders that:


 


Section 5.01     Financial
Statements; Ratings Change and Other Information. The Parent or the Borrower will furnish to the Administrative Agent
and each Lender:


 


(a)          as
soon as available and in any event withinon
or prior to the date that is the later of (x) 90 days after the end of each
fiscal year of the Parent and
(y) to the extent the Parent is required to file a Form 10-K under the Exchange Act, the date on which the Parent files
or is required to file its Form 10-K under the Exchange Act (after
giving effect to any extension pursuant to Rule 12b-25 under the Exchange Act (or any successor rule)) for each fiscal year
of the Parent, a copy of the annual audit report for such year for the Parent and its
consolidated subsidiaries, containing a consolidated balance sheet of the Parent and its consolidated subsidiaries as of the end
of such fiscal year and consolidated statements of income and cash flows of the Parent and its consolidated subsidiaries for such
fiscal year, in each case accompanied by an opinion by KPMG LLP or other independent public accountants of recognized national
standing (without a “going concern” or like qualification or exception and without any qualification or exception
as to the scope of such audit) and certificates of a Financial Officer of the Parent (i) as
to compliance with the terms of this Agreement, (ii) setting forth in reasonable detail the then applicable Public Debt Ratings
and the Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal year and the calculations necessary to demonstrate
compliance with Sections 6.05 and 6.06 as of the end of such fiscal year and (iii) stating whether any change in GAAP or
in the application thereof has occurred since the date of the last consolidated financial statements of the Parent and its consolidated
subsidiaries referred to in Section 3.04(a) that materially affects the financial statements accompanying such certificate
and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;
(other
than any “emphasis of matter” paragraphs or any going concern or similar qualification or exception related to (A) the
maturity or refinancing of Indebtedness or (B) prospective or actual compliance with the financial maintenance covenants
in Section 7.15 of the ABL Credit
Agreement or any other Indebtedness));


 


(b)          as
soon as available and in any event withinon
or prior to the date that is the later of (x) 45 days after the end of each
of the first three fiscal quarters of each fiscal year of the Parent and
(y) to the extent the Parent is required to file a Form 10-Q (including, for the avoidance of doubt, a Form 10-QT)
under the Exchange Act, the date on which the Parent files or is required to file its Form 10-Q or Form 10-QT, as applicable,
under the Exchange Act (after giving
effect to any extension pursuant to Rule 12b-25 under the Exchange Act (or any successor rule)) for each of the first three
fiscal quarters of each fiscal year of the Parent, a consolidated balance sheet of the
Parent and its consolidated subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of
the Parent and its consolidated subsidiaries for the period commencing at the end of the previous fiscal year of the Parent and
ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by a Financial Officer of the Parent
as having been prepared in accordance with GAAP, and certificates of a Financial Officer of the
Parent (i) as to compliance with the terms of this Agreement, (ii) setting forth in reasonable detail the then applicable
Public Debt Ratings and the Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal quarter and the calculations
necessary to demonstrate compliance with Sections 6.05 and 6.06 as of the end of such fiscal quarter and (iii) stating whether
any change in GAAP or in the application thereof has occurred since the date of the last consolidated financial statements of
the Parent and its consolidated subsidiaries referred to in Section 3.04(a) that materially affects the financial statements
accompanying such certificate and, if any such change has occurred, specifying the effect of such change on the financial statements
accompanying such certificate;;
and


 






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(c) as
soon as possible and in any event within five days after any Responsible Officer becomes aware of the occurrence of a Default
or an event, development or circumstance that has had or could reasonably be
expected to have a Material Adverse Effect, in each case continuing on the date of such statement,
a statement of a Financial Officer of the Parent or the Borrower setting forth details of such Default, event, development or
other circumstance (including the anticipated effect thereof) and the action that the Parent or the Borrower has taken and proposes
to take with respect thereto;


 


(d) promptly after
the sending thereof, copies of all reports that the Parent or the Borrower sends to any of the holders of any class of its outstanding
securities;


 


(e) promptly after
the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any Governmental Authority
or arbitrator affecting the Parent or any Subsidiary of the type described in Section 3.05;


 


(c)            (f) as
soon as possible and in any event within fivetwo
Business Days after any change in either Public
Debt Rating, a certificate of a FinancialResponsible
Officer of the Parent setting forth such Public
Debt Rating; andor
any Subsidiary obtains knowledge thereof, notice of the occurrence of any Default or Event of Default.


 





 


(g) such other information
respecting the business, condition (financial or otherwise), operations, performance, properties or prospects of the Parent or
any Subsidiary as any Lender through the Administrative Agent may from time to time reasonably request.


 


The Borrower and the
Parent also agree that promptly after any report or registration statement, other than a registration statement on Form S-8
or any successor form thereto, is filed by the Parent or any Subsidiary with the Securities and Exchange Commission or any national
securities exchange a copy thereof will be made available on the Parent’s website.


 






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Documents
required to be delivered pursuant to Section 5.01(a) or (b) or Section 6.02(d) (to
the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on
which the Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website
address listed on Schedule 9.01; or (ii) on which such documents are posted on the Parent’s
behalf on an Internet or intranet 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); provided that the
Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents..


 


 


Section 5.02     Existence.
The Parent will, and will cause each of the Subsidiaries to, preserve and maintain, its corporate existence, rights (charter and
statutory), permits, licenses, approvals, privileges and franchises, except, with respect to such rights, permits, licenses, approvals,
privileges and franchises, where the failure to do so could not be reasonably expected to have a Material Adverse Effect; provided
that the Parent and the Subsidiaries may consummate any merger or consolidation permitted under Section 6.03 and, provided,
further, that, unless required in order to comply with Section 6.03, neither the Parent nor any Subsidiary shall be
required to preserve or maintain (i) the corporate existence of any Minor Subsidiary if the Board of Directors of the parent
of such Minor Subsidiary, or an executive officer of such parent to whom such Board of Directors has delegated the requisite authority,
shall determine that the preservation and maintenance thereof is no longer desirable in the conduct of the business of such parent
and that the loss thereof is not disadvantageous in any material respect to the Parent, the Borrower, such parent, the Administrative
Agent, the Issuing Banks or the Lenders or (ii) any right, permit, license, approval, privilege or franchise if the Board
of Directors of the Parent or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any
material respect to the Parent, such Subsidiary, the Administrative Agent, the Issuing Banks or the Lenders.


 


Section 5.03     Payment
of Obligations. The Parent will, and will cause each of the Subsidiaries to, pay and discharge,
before as
the same shall become delinquent, (a) all Taxes imposeddue
and payable, all Tax liabilities, assessments and governmental charges or levies upon it or upon
its propertyies
and (b) all lawful claims that, if unpaid, might by law become a Lien upon its
property; provided that neither the Parent nor any Subsidiary shall be required to pay
or discharge any such Tax or claim (i) thator
assets, except, in each case, where (a) the validity or amount thereof is being contested in good faith and
by properby
appropriate proceedings and as to which appropriate reserves are being maintained,
unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors or
(ii) if such non-payments, either individually or in the aggregate, could not be reasonably,
(b) such Loan Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) the
failure to pay pending such contest would not reasonably be expected to haveresult
in a Material Adverse Effect.


 






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Section 5.04     Maintenance
of Properties; Insurance. (a) Except where the failure to do so, either individually or in the aggregate, could
not be reasonably expected to have a Material Adverse Effect, the Parent will, and will cause each of the Subsidiaries to, maintain
and preserve all of its properties that are used or useful in the conduct of its business in good working order and condition,
ordinary wear and tear excepted.


 


(b)            The
Parent will, and will cause each of the Subsidiaries to, maintain insurance with responsible and reputable insurance companies
or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning
similar properties in the same general areas in which the Parent or such Subsidiary operates, except where failure to maintain
such insurance could not be reasonably expected to have a Material Adverse Effect.


 


Section 5.05     Books
and Records; Inspection Rights(a) .
(a) The Parent will, and will cause each of the Subsidiaries to, keep proper
books of record and account in such detail as is necessary to allow the delivery of the reports required by Section 5.01,
in which full and correct entries shall be made of all financial transactions and the assets and business of the Parent and its
consolidated subsidiaries in accordance with GAAP.


 


(b) The
Parent will, and will cause each of the Subsidiaries to, at any reasonable time and from time to time, upon reasonable notice,
permit the Administrative Agent or any of the Lenders or any agents or representatives thereof, to examine the records and books
of account of, and visit the properties of, the Parent or any Subsidiary and
to discuss the affairs, finances and accounts of the Parent or any Subsidiary with any of their financial officers.


 


Section 5.06     Compliance
with Laws. (a) The Parent will, and will cause each of the Subsidiaries to comply, in all material respects, with
all applicable laws, rules, regulations and orders (including ERISA and environmental laws), except, in any case, where the failure
so to comply, either individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect.


 


(b) (b)     The
Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries
and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


Section 5.07     Use
of Proceeds and Letters of Credit. (a) The proceeds of the Loans will be used only for working capital and general
corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only for
general corporate purposes.


 


(b) (b)     The
Borrower shall not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries
and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of
Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating
any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities,
business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (iii) in
any manner that would result in the violation of any Sanctions applicable to any party hereto.


 






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Article VI


 


Negative Covenants


 


Until the Commitments or
the Bank of America Commitment have expired or terminated and the principal of and interest on each Loan and all fees
payable hereunder have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have
been reimbursed, each of the Parent and the Borrower covenants and agrees with the Lenders that:


 


Section 6.01     [Reserved].


 


Section 6.02     [Reserved].


 


SECTION 6.01
Subsidiary Indebtedness. The Parent will not permit any Subsidiary (other than
the Borrower) to create, assume or suffer to exist, any Indebtedness, other than:


 


(a) Indebtedness
owed to the Parent or to a wholly owned Subsidiary;


 


(b) Indebtedness
existing on the Effective Date (whether such Indebtedness is Indebtedness of a subsidiary of the Parent or a subsidiary of the
Borrower) and described on Schedule 6.01 (the “Existing Indebtedness”), and
any Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Indebtedness; provided
that the principal amount of such Existing Indebtedness shall not be increased above the principal amount
thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor
shall not be changed as a result of, or in connection with, such extension, refunding or refinancing;


 


(c) endorsement
of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;


 


(d) Indebtedness
of any Person that becomes a Subsidiary after the date hereof that is existing at the time such Person becomes a Subsidiary (other
than Indebtedness incurred solely in contemplation of such Person becoming a Subsidiary) and any Indebtedness extending the maturity
of, or refunding or refinancing, such Indebtedness, in whole or in part; provided that
the principal amount of such Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior
to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed as a result
of, or in connection with, such extension, refunding or refinancing; and


 






    	 	62	 



     


    

 


(e) other
Indebtedness in an aggregate principal amount at any time outstanding not to exceed $500,000,000.


 


SECTION 6.02
Liens. The Parent will not, and will not permit any Subsidiary to, create, incur,
assume or suffer to exist any Lien on or with respect to any of its assets of any character (including accounts) whether now owned
or hereafter acquired, or assign any accounts or other right to receive income, except:


 


(a) Liens
created or existing under the Loan Documents;


 


(b) Permitted
Encumbrances;


 


(c) the
Liens existing on the Effective Date and described on Schedule 6.02 (whether such Liens are on the assets of the Parent or any
of its subsidiaries);


 


(d) purchase
money Liens upon or in real property or equipment acquired or held in the ordinary course of business to secure the purchase price
of such property or equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction
or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment
at the time of acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance
the acquisition of such property or equipment), or extensions, renewals or replacements of any of the foregoing for the same or
a lesser amount; provided that no such Lien shall extend to or cover any properties of
any character other than the real property or equipment being acquired, constructed or improved (except that Liens incurred in
connection with the construction or improvement of real property may extend to additional real property immediately contiguous
to such property being constructed or improved) and no such extension, renewal or replacement shall extend to or cover any such
properties not theretofore subject to the Lien being extended, renewed or replaced;


 


(e) Liens
arising in connection with Finance Lease Obligations; provided that no such Lien shall
extend to or cover any assets other than the assets subject to the applicable capital leases;


 


(f) Liens
on property of a Person existing at the time such Person is merged into or consolidated with the Parent or any Subsidiary or becomes
a Subsidiary; provided that such Liens (other than replacement Liens permitted under clause
(j) below) were not created in contemplation of such merger, consolidation or investment and do not extend to any assets
other than those of the Person merged into or consolidated with the Parent or such Subsidiary or acquired by the Parent or such
Subsidiary;


 


(g) Liens
securing Documentary LCs or Trade Letters of Credit; provided that no such Lien shall
extend to or cover any assets of the Parent or any Subsidiary other than the inventory (and bills of lading and other documents
related thereto) being financed by any such Documentary LCs or Trade Letter of Credit, as the case may be;


 






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(h) Liens
in respect of goods consigned to the Parent or any of its Subsidiaries in the ordinary course of business; provided
that such Liens are limited to the goods so consigned;


 


(i) Liens
(other than on inventory) securing Indebtedness incurred by the Parent or the Subsidiaries; provided
that the sum of the aggregate amount of such Indebtedness at any time outstanding shall not exceed $500,000,000; and


 


(j) the
replacement, extension or renewal of any Lien permitted by clause (c) or (f) above upon or in the same property theretofore
subject thereto or, in the case of Liens on real property and related personal property of the Parent or any of the Subsidiaries,
upon or in substitute property of like kind of the Parent or such Subsidiary, as the case may be, determined in good faith by
the Board of Directors of the Parent or such Subsidiary to be of the same or lesser value than the property theretofore subject
thereto, or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor)
of the Indebtedness secured thereby.


 


Section 6.03     Fundamental
Changes; Conduct of Business. (a) The Parent will not, and will not permit the Borrower or
any other Material Subsidiary to, merge or consolidate with or into any Person except that (i) any Subsidiary
may merge or consolidate with or into any other Subsidiary (provided that, if the Borrower is a party to any such merger or consolidation,
the Borrower shall be the surviving entity and shall remain a direct, wholly owned subsidiary of the Parent), (ii) any Subsidiary
may merge into the Parent and the Parent may merge with any other Person, so long as in either case the Parent is the surviving
corporation and (iii) in connection with any acquisition, any Subsidiary may merge into or consolidate with any other Person
or permit any other Person to merge into or consolidate with it, so long as the Person surviving such merger shall be a Subsidiary
(provided that, if the Borrower is a party to any such merger or consolidation, the Borrower shall be the surviving entity and
shall remain a direct, wholly owned subsidiary of the Parent); provided that in each case, no Event of Default shall have
occurred and be continuing at the time of such proposed transaction or would result therefrom.


 


(b)            The
Parent and the Borrower will not liquidate or dissolve, the Borrower will not reorganize in any jurisdiction located outside of
the United States of America, and the Parent will not, and will not permit any Subsidiary to sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Parent and the Subsidiaries,
taken as a whole (whether now owned or hereafter acquired).


 


(c)            The
Parent and
the Borrower will not, and will not permit any Subsidiary to, engage to
any material extent in any line
of business other than businesses of the typesubstantially
different from the Business conducted by the Parent
and itsMacy’s
Parties and their Restricted sSubsidiaries
on the Closing
dDate
of execution of this(after
giving effect to the transactions contemplated by the ABL Credit Agreement and
the
Servicing Agreements (as defined in the ABL Credit Agreement)) or any businesses
reasonablysubstantially
related,
complementary, ancillary or incidental thereto.


 






    	 	64	 



     


    

 


Section 6.04     [Reserved].


 


Section 6.05     [Reserved].


 


Section 6.06     [Reserved].


 


SECTION 6.04
Sale and Leaseback Transactions. The Parent will not, and will not permit any
Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for
(a) any such sale of any fixed or capital assets that is made for cash consideration in an amount not less than the cost
of such fixed or capital asset and is consummated within 90 days after the Parent or such Subsidiary acquires or completes the
construction of such fixed or capital asset and (b) pursuant to Economic Development Transactions and (c) any such sale
of any fixed or capital assets for fair market value; provided that the fair market value
of all such assets sold in reliance upon this clause (c) plus the aggregate amount of Indebtedness at any time outstanding
secured by Liens in reliance on Section 6.02(i) shall not exceed 12.5% of Consolidated Net Tangible Assets, determined
as of the date of any such sale.


 


SECTION 6.05
Leverage Ratio. The Parent will not permit the Leverage Ratio as of the last day
of any Measurement Period to exceed 3.75 to 1.00.


 


SECTION 6.06
Interest Coverage Ratio. The Parent will not permit the Interest Coverage Ratio
as of the last day of any Measurement Period to be less than 3.25 to 1.00.


 


Article VII


 


Events of Default


 


IfThe
occurrence and continuance of any of the following events (shall
constitute an “Events of Default”)
shall occur for
all purposes under this Agreement:


 


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


 


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


 






    	 	65	 



     


    

 


(c)            any
representation or warranty made or deemed made by or on behalf of any Loan Party in or in connection with any Loan Document shall
prove to have been incorrect in any material respect when made or deemed made;


 


(d)            either
the Parent or the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.01(c) or
(e), 5.02 (with respect to the Parent’s or the Borrower’s existence) or
5.07 or in Article VI;


 


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


 


(f)            the
Parent, the Borrower or any other Subsidiary shall fail to make any payment (whether of principal or interest and regardless of
amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (after
giving effect to any applicable grace periods);[Reserved];


 


(g)            any
event or condition occurs that results in any Material Indebtedness becoming due prior to its
scheduled maturity or that enables or permits (after giving effect to any applicable
grace periods) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any
Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior
to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result
of the voluntary sale or transfer of the property or assets securing such Indebtedness;


 


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


 


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


 






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


 


(k)            (i) one
or more final
judgments or
orders for the payment of money in an aggregate amount in excess of $15300,000,000
shall be rendered against the Parent, the Borrower, any other Subsidiary or any combination thereof
and the same shall remain or
any Subsidiary and such judgment(s) or order(s) shall continue unsatisfied, unvacated, undischarged
or
unstayed for a period of 30 consecutive days during
which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy
upon any assets of the Parent, the Borrower or any other Subsidiary to enforce any such judgment; provided
that any such judgments shall only result in an Event of Default under this clause (k) if and(to
the extent that the aggregate amount of such judgments not covered by a
valid and binding policy of insurance between the defendant and the insurer covering the payment thereof exceeds $150,000,000
so long as such insurer, which shall be rated at least “A” by A.M. Best Company,third
party insurance as to which the applicable insurer has been notified of,
the
claim and has not disputed the claim made for
payment of, the amount of such judgments;coverage),
or (ii) any one or more non-monetary judgments shall be rendered against the
Parent or any Subsidiary and such judgment(s) have,
or would reasonably be expected to have
a Material Adverse Effect and, in either
case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) such judgment or
order, by reason of a pending appeal or otherwise, shall not have been satisfied, vacated, discharged, stayed or bonded for a
period of 30 consecutive days;


 


(l)            an
ERISA Event shall have occurred that, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in liability of the Parent, the Borrower or any other Subsidiary in an aggregate
amount exceeding $150,000,000;occurs
which would be reasonably likely to result in a Material Adverse Effect;


 


(m)            the
Parent’s Guarantee of the Obligations purported to be created under the Guarantee Agreement shall cease to be, or shall
be asserted by any Loan Party not to be, in full force and effect (other than in accordance with the express terms of any Loan
Document); or


 






    	 	67	 



     


    

 


(n)            a
Change in Control shall occur;


 


then, and in every such event (other than
an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during
the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the
Parent or the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments
(including
the Bank of America Commitment), and thereupon the Commitments (including
the Bank of America Commitment) shall terminate immediately, and (ii) declare the Loans then outstanding to be
due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared
to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Loan Parties accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments (including
the Bank of America Commitment) shall automatically terminate and the principal of the Loans then outstanding, together
with accrued interest thereon and all fees and other obligations of the Loan Parties accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan
Parties.


 


Article VIII


 


The Agents


 


Section 8.01     Appointment
and Authority. Each of the Lenders and the Issuing Banks hereby irrevocably appoints Bank of America 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 Issuing Banks, and neither the Parent nor the Borrower shall 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. 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.


 


Section 8.02     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, own securities of, 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.


 






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      Section 8.03         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 effect a forfeiture, modification or termination of property of a Defaulting Lender in violation
of any debtor relief law; and


 


(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 9.02 and Article VII) 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 in writing
to the Administrative Agent by the Borrower, a Lender or an Issuing Bank.


 


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.


 


      Section 8.04         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, or
the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of
a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing
Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to
the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 






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      Section 8.05         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 non appealable judgment that the Administrative Agent acted with gross
negligence or willful misconduct in the selection of such sub-agents.


 


      Section 8.06         Resignation
of Administrative Agent.


 


(a)         The
Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Parent. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, with the consent (so long as no Event of Default
is continuing) of the Parent (which consent shall not be unreasonably withheld or delayed), 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 appointmentor
an independent third-party nationally-recognized agent, selected by the Borrower in consultation with the Administrative Agent
within 310 days
after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required
LendersBorrower)
(the “Resignation Effective Date”), then the retiring Administrative Agent
may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent meeting
the qualifications set forth above, provided that in no event shall any such successor Administrative Agent
be a Defaulting Lender;
provided, further, that in no event shall the Administrative Agent give notice of resignation prior to the date that is 20 days
after the Amendment No. 1 Effective Date. Whether or not a successor has
been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.


 


(b)        If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (e) of the definition thereof, the Required
Lenders may, to the extent permitted by applicable law, by notice in writing to the Parent and such Person remove such Person
as Administrative Agent and, with the consent (so long as no Event of Default is continuing) of the Parent (which consent shall
not be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders)
(the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such
notice on the Removal Effective Date.


 


(c)         With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for
any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, 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 and
each Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided
for above. 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 removed) Administrative Agent (other
than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation
Effective Date or the Removal Effective Date, as applicable), and the retiring or removed 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 Parent or the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between such Loan Party and such successor. After the retiring or removed
Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring or removed 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 (i) while the retiring
or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long
as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions
taken in connection with transferring the agency to any successor Administrative Agent.


 


(d)        Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as
an Issuing Bank. If Bank of America resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties
of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as
Issuing Bank and all LC Exposure with respect thereto, including the right to require the Lenders to make ABR Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.05(d). Upon the appointment by the Borrower of a successor Issuing
Bank hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the
retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents,
and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations
of Bank of America with respect to such Letters of Credit.


 






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       Section 8.07         Non-Reliance
on Administrative Agent and Other Lenders. Each Lender and each Issuing Bank 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 and each Issuing Bank 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.


 


       Section 8.08         No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners,
Arrangers or Syndication 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, a Lender or
an Issuing Bank hereunder.


 


       Section 8.09        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 its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Parent or 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
Benefit Plans in connection with the Loans, the Letters of Credit,
the Bank of America Commitment or the Commitments,


 


(ii)            the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Bank
of America Commitment, the Commitments and this Agreement,


 






    	 	71	 



     


    

 


(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 Letters of Credit, the Bank
of America Commitment, the Commitments and this Agreement, (C) the entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Bank
of America Commitment, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Bank
of America Commitment, 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) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender
or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the
immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender
party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent and is Affiliates, and not, for the avoidance of doubt,
to or for the benefit of the Parent or the Borrower, that neither the Administrative Agent nor any of its Affiliates is a fiduciary
with respect to the assets of such Lender involved in the Loans, the Letters of Credit, the Bank
of America Commitment, the Commitments and this Agreement (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents
related to hereto or thereto).


 


As used in this Section:


 


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


 


“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.


 






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Article IX


 


Miscellaneous


 


Section 9.01         Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph
(b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:


 


(i)               if
to the Parent, the Borrower or Bank of America, N.A., as Administrative Agent, to the address, facsimile number, electronic mail
address or telephone number specified for such Person on Schedule 9.01; and


 


(ii)              if
to any other Lender or Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


(a)           Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail,
FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent
and the applicable Lender. The Administrative Agent, the Parent 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.


 


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


 


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), 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; provided that, for both clauses (i) and (ii), if such notice, email or other communication
is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been
sent at the opening of business on the next business day for the recipient.


 






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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 PARENT MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE PARENT 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 PARENT 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 Parent, the Borrower, any Lender, any Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses
of any kind (whether in tort, contract or otherwise) arising out of the Parent’s, the Borrower’s or the Administrative
Agent’s transmission of Parent Materials or notices through the Platform, any other electronic platform or electronic messaging
service, or through the Internet.


 


(d)           Change
of Address, Etc. Each of the Parent, the Borrower, the Administrative Agent and each Issuing Bank may change its address,
facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Parent,
the Borrower, the Administrative Agent and each Issuing Bank.


 


(e)           Reliance
by Administrative Agent, Issuing Bank and Lenders. The Administrative Agent, the Issuing Bank and the Lenders shall be
entitled to rely and act upon any notices (including telephonic notices, Borrowing Requests and requests for Letters of Credit)
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; provided that the Administrative Agent, the Issuing Bank and the
Lenders must act reasonably in determining the validity of any purported notices given by or on behalf of the Borrower. The Loan
Parties shall indemnify the Administrative Agent, each Issuing Bank, 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.


 


       Section 9.02         Waivers;
Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising
any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude
any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative
Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of
any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure
by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without
limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver
of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge
of such Default at the time.


 






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(b)            Neither
this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Parent, the Borrower and the Required
Lenders or by the Parent, the Borrower and the Administrative Agent with the consent of the Required Lenders or, in the case of
any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan
Party or Loan Parties that are parties thereto with the consent of the Required Lenders; provided that no such agreement
shall (i) increase the Commitment (including
the Bank of America Commitment) of any Lender without the written consent of such
Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce
any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date
of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment (including
the Bank of America Commitment), without the written consent of each Lender affected
thereby, (iv) change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the
definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without
the written consent of each Lender or (vi) release the Parent from its Guarantee under the Guarantee Agreement or limit its
liability thereunder, without the written consent of each Lender; provided further that no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent or an Issuing Bank hereunder without the prior written
consent of the Administrative Agent or such Issuing Bank, as the case may be. Notwithstanding the foregoing, (A) no consent
with respect to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be required of
(1) any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i),
(ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be affected
by such amendment, waiver or other modification or (2) any Lender that receives payment in full of the principal of and interest
accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this
Agreement and the other Loan Documents at the time such amendment, waiver or other modification becomes effective and whose Commitments
terminate by the terms and upon the effectiveness of such amendment, waiver or other modification, (B) any provision of this
Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative
Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least
five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business
Days of the date of such notice to the Lenders, a written notice from (x) the Required Lenders stating that the Required
Lenders object to such amendment or (y) any Issuing Bank affected thereby stating that it objects to such amendment, and
(C) this Agreement may be amended without the consent of the Required Lenders to increase the Total Commitments pursuant
to Section 2.19.


 





      Section 9.03         Expenses;
Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by
the Administrative Agent, each Syndication Agent and their respective Affiliates (including the reasonable fees, charges and disbursements
of one outside counsel (and any local or special counsel where appropriate) and, in connection with a conflict, one additional
counsel per affected party) for the Administrative Agent and Syndication Agents, collectively, in connection with the syndication
of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications
or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and
(ii) all out-of-pocket expenses incurred by the Administrative Agent, any Syndication Agent, any Issuing Bank or any Lender,
including the fees, charges and disbursements of any counsel for the Administrative Agent, any Syndication Agent, any Issuing
Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including
its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


 


(b)            The
Borrower shall indemnify the Administrative Agent, each Syndication Agent, each Issuing Bank and each Lender, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated hereby,
the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including
any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory
and regardless of whether any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party,
the Parent, the Borrower or any Affiliate of the Parent or the Borrower; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by
a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses,
claims, damages, liabilities or related expenses arising from any non-Tax claim.


 






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(c)            To
the extent that the Borrower fails to pay any amount required to be paid by it to an Agent or an Issuing Bank under paragraph
(a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or such Issuing Bank, as
the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that (i) the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent
or such Issuing Bank in its capacity as such and (ii) if an Issuing Bank separately agrees, as contemplated by the last sentence
of Section 2.05(f), to be subject to a standard of care different than that set forth therein, no Lender shall be liable
to such Issuing Bank hereunder for any greater amount than would have been due if such Issuing Bank had not agreed to such different
standard of care.


 


(d)            To
the extent permitted by applicable law, neither the Parent nor the Borrower shall assert, and each hereby waives, any claim against
any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated
thereby, the Transactions or the other transactions contemplated hereby, any Loan or Letter of Credit or the use of the proceeds
thereof.


 


(e)            All
amounts due under this Section shall be payable promptly after written demand therefor.


 


       Section 9.04         Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any
Letter of Credit), except that (i) neither the Parent nor the Borrower may assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Parent
or the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including
any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of
this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing
Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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(b)           (i) Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may 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) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:


 


(A)        the
Parent or the Borrower; provided that no consent of the Parent or the Borrower shall be required for an assignment to a
Lender or any Affiliate of a Lender (other
than in respect of any assignment of the Bank of America Commitment) or, if an
Event of Default has occurred and is continuing, any other assignee (other
than in respect of any assignment of the Bank of America Commitment); provided
further that the Parent or the Borrower shall be deemed to have consented to any such assignment unless either the Parent
or the Borrower shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received
notice thereof;


 


(B)         the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of a Commitment
to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment or an Affiliate of any
such Lender; and


 


(C)         each
Issuing Bank; provided that no consent of an Issuing Bank shall be required for an assignment of a Commitment to an assignee
that is a Lender with a Commitment immediately prior to giving effect to such assignment or an Affiliate of any such Lender.


 


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


 


(A)        except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Competitive Loans, the amount of the Commitment 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)
shall not be less than $10,000,000, unless each of the Borrower (or the Parent) and the Administrative Agent otherwise consent;
provided that no such consent of the Borrower (or the Parent) shall be required if an Event of Default has occurred and
is continuing;


 


(B)         each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement; provided that this clause shall not apply to rights in respect of outstanding Competitive Loans;


 


(C)         the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500; and


 


(D)        the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any tax forms
required by Section 2.16(f).


 






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(iii)          
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section,
from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto
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 2.14, 2.15, 2.16 (subject to the requirements thereof) and 9.03). Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph
(c) of this Section.


 


(iv)          The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Loan Parties, shall maintain at one of its offices
a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitment (including
the Bank of America Commitment) of, and principal amount (and stated interest)
of the Loans and LC Disbursements 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 Loan Parties, the Administrative Agent, the Issuing
Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by
the Administrative Agent, the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.


 





(v)           Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee and any tax forms required
by Section 2.16(f), the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent
to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph.


 


(vi)          Notwithstanding
anything to the contrary in this Agreement, no Lender shall assign all or any portion of the Bank of America Commitment without
the prior written consent (such consent not to be unreasonably withheld or delayed) of the Borrower.


 






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(c)           Any
Lender may, without the consent of the Loan Parties, the Administrative Agent or the Issuing Banks, sell participations to one
or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitment (including
the Bank of America Commitment) and the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (C) the Loan Parties, the Administrative
Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under the Loan Documents. 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 the Loan Documents and to approve any
amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described
in the first proviso to Section 9.02(b) that affects such Participant. The Loan Parties agree that each Participant
shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations therein, including
the requirements under Section 2.16(f) (it being understood that the documentation required under Section 2.16(f) shall
be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions
of Sections 2.17 and 2.18 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled
to receive any greater payment under Sections 2.14 or 2.16, with respect to any participation, than its participating Lender would
have been entitled to receive, 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. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees
to be subject to Section 2.17(c) 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 to any Person (including the identity of any Participant or any information
relating to a Participant’s interest in any Commitments, the
Bank of America Commitment, Loans, Letters of Credit or its other obligations under
any Loan Document) 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.103-1(c) of the United States Treasury Regulations. The entries
in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as such) shall have any obligation to maintain
a Participant Register.


 





(d)           Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.


 






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(e)           Notwithstanding
the foregoing, no assignment or participation shall be made to (i) a natural person (or a holding company, investment vehicle
or trust for, or owned and operated for the primary benefit of, a natural person), (ii) the Borrower or (iii) any Affiliate
of the Borrower.


 


Section 9.05       Survival.  
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered
to have been relied upon by the other parties hereto and thereto and shall survive the execution and delivery of the Loan Documents
and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge
of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under
this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any
other Loan Document or any provision hereof or thereof.


 


Section 9.06       Counterparts;
Integration; Effectiveness.   This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement, the other Loan Documents, any separate letter agreements with respect to fees payable to the
Administrative Agent, Lender or Issuing Bank and the provisions of the commitment letter dated April 10, 2019, among the
Borrower, Bank of America, N.A., Credit Suisse AG, Fifth Third Bank, U.S. Bank National Association, Wells Fargo Bank, National
Association and certain of their respective Affiliates that are acting as arrangers and bookrunners in respect of the credit facility
under this Agreement (to the extent such provisions expressly survive the termination of such commitment letter) constitute the
entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy or electronic transmission shall be effective as delivery of a manually
executed counterpart of this Agreement.


 






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Section 9.07       Severability.  
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


Section 9.08       Right
of Setoff.   If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates
is hereby authorized at any time and from time to time, 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 and other obligations at any time owing by
such Lender or Affiliate to or for the credit or the account of any Loan Party against any of and all the obligations of such
Loan Party now or hereafter existing under any Loan Document held by such Lender, irrespective of whether or not such Lender shall
have made any demand under any Loan Document and although such obligations may be unmatured or are owed to a branch, office or
Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness;
provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so
set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of
Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held
in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders, and (y) the Defaulting Lender shall
provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting
Lender as to which it exercised such right of setoff.. The rights of each Lender under this Section are in addition to other
rights and remedies (including other rights of setoff) which such Lender may have.


 





Section 9.09       Governing
Law; Jurisdiction; Consent to Service of Process.   (a) This Agreement shall be construed in accordance
with and governed by the law of the State of New York.


 


(b)           Each
of the Parent and the Borrower hereby irrevocably and unconditionally agrees that it will not commence any action, litigation
or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative
Agent, any Lender, any Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other
Loan Document or the transactions relating hereto or thereto, in any forum other than the Supreme Court of the State of New York
sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court
from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and
agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing
Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document
against the Parent, the Borrower or their respective properties in the courts of any jurisdiction.


 






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


 


(d)           Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.


 


Section 9.10       WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 





Section 9.11       Headings.
   Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this
Agreement.


 


Section 9.12       Confidentiality.
   Each of the Administrative Agent, the Issuing Banks 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, third party service providers 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 any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the consent of the Parent
or the Borrower or (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, any Issuing Bank or any Lender on a nonconfidential
basis from a source other than the Parent or the Borrower. For the purposes of this Section, “Information”
means all information received from the Parent or the Borrower relating to the Parent or the Borrower or their respective businesses,
other than (A) any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential
basis prior to disclosure by the Parent or the Borrower and (B) information pertaining to this Agreement routinely provided
by arrangers to data service providers, including league table providers, that serve the lending industry. 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.


 






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Section 9.13 
      Interest Rate Limitation.  Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and
other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received
or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans
or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon
at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 





Section 9.14       Patriot
Act. Each Lender hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required
to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of
the Loan Parties and other information that will allow such Lender to identify the Loan Parties in accordance with the Act.


 


Section 9.15   
    Conversion of Currencies.  (a) If, for the purpose
of obtaining judgment in any court, it is necessary to convert a sum due under this Agreement in dollars into another currency,
the parties hereto agree, to the fullest extent that they may legally and effectively do so, that the rate of exchange used shall
be that at which in accordance with normal banking procedures the Administrative Agent could purchase dollars with such other
currency in New York, New York, on the Business Day immediately preceding the day on which final judgment is given.


 






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(b)           The
obligations of the Borrower in respect of any sum due to the Administrative Agent, any Lender or any Issuing Bank hereunder in
dollars shall, to the extent permitted by applicable law, notwithstanding any judgment in a currency other than dollars, be discharged
only to the extent that on the Business Day following receipt of any sum adjudged to be so due in the judgment currency, the Administrative
Agent, such Lender or such Issuing Bank may in accordance with normal banking procedures purchase dollars in the amount originally
due to the Administrative Agent, such Lender or such Issuing Bank with the judgment currency. If the amount of dollars so purchased
is less than the sum originally due to the Administrative Agent, such Lender or such Issuing Bank, the Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Lender or such Issuing Bank against
the resulting loss.


 


Section 9.16       No
Fiduciary Duty.   The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes
of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their
stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to
create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and
such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions
contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length
commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection
therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor
of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of
rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently
advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan
Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal
and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party
acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that
it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each
Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary
or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.


 





Section 9.17       Non-Public
Information.  (a) Each Lender acknowledges that all materials and/or information provided by or on behalf
of the Parent or the Borrower hereunder (collectively, “Parent Materials”), including requests for waivers
and amendments, furnished by the Parent or the Borrower or information furnished by the Administrative Agent pursuant to or in
connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI.
Each Lender represents to the Parent, the Borrower and the Administrative Agent that (i) it has developed compliance procedures
regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal,
state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may
receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal,
state and foreign securities laws.


 






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(b)           Each
of the Parent, the Borrower and each Lender acknowledges that, if information furnished by the Parent or the Borrower pursuant
to or in connection with this Agreement is being distributed by the Administrative Agent through IntraLinks/IntraAgency, SyndTrak
or another website or other information platform (the “Platform”), (i) the Administrative Agent may post
any information that such Borrower has indicated as containing MNPI solely on that portion of the Platform designated for Private
Side Lender Representatives and (ii) if the Parent or the Borrower has not indicated whether any information furnished by
it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent shall post such information solely
on that portion of the Platform designated for Private Side Lender Representatives.


 


(c)           The
Parent and the Borrower agree to specify whether any information furnished by such entity to any of the Administrative Agent pursuant
to, or in connection with, this Agreement contains MNPI.


 


Section 9.18       Acknowledgement
and Consent to Bail-In of EEAAffected
Financial Institutions.  Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges
that any liability of any EEAAffected
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 an
EEAthe
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 an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEAAffected
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 EEAAffected
Financial Institution, its parent entity, 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 any
EEAthe
applicable Resolution Authority.


 


Section 9.19       Waiver
of Notice of Termination Under Existing Credit Agreement.   Each Lender that is a “Lender” under
(and as defined in) the Existing Credit Agreement hereby waives any requirement under the Existing Credit Agreement that notice
be given prior to the prepayment of loans or termination of commitments thereunder; provided that such commitments are
terminated by notice to the paying agent under the Existing Credit Agreement on the Effective Date.


 






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Section 9.20       Conflict
with Loan Documents.  In the event of any conflict between the terms of this Agreement and the terms of any other
Loan Document, the terms of this Agreement shall control.


 


Section 9.21       Electronic
Execution of Assignments and Certain Other Documents.  The words “execute,” “execution,” “signed,”
 “signature,” and words of like import in or related to any document to be signed in connection with this Agreement
and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications,
Borrowing Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment
terms and contract formations on electronic platforms approved by the Administrative Agent, 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; provided that notwithstanding anything
contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any
form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


Section 9.22      Acknowledgement
Regarding 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):


 






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


 


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