AMENDMENT
NO. 9 TO REVOLVING CREDIT AGREEMENT


 


THIS
AMENDMENT NO. 9 TO REVOLVING CREDIT AGREEMENT, dated as of April 4, 2022 (this “Agreement”), is made by and
among (i) UBER TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), (ii) RASIER, LLC, a Delaware limited
liability company (the “Guarantor” and together with the Borrower, the “Loan Parties”),
(iii) the Lenders party hereto and (iv) MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders (such capitalized term and all other capitalized terms used and not otherwise defined herein
having the meanings set forth in the Existing Credit Agreement referred to below unless the context otherwise requires).


 


W
I T N E S S E T H:


 


WHEREAS,
the Borrower, the Guarantor, the Administrative Agent and the Lenders and Issuing Banks party thereto from time to time have heretofore
entered into that certain Revolving Credit Agreement, dated as of June 26, 2015 (as amended, supplemented or otherwise modified
from time to time prior to the date hereof, the “Existing Credit Agreement”);


 


WHEREAS,
the Borrower has requested that the Lenders consent to certain amendments to the Existing Credit Agreement (the Existing Credit
Agreement as so amended hereby, the “Credit Agreement”);


 


WHEREAS,
the Lenders party hereto, on the terms and subject to the conditions set forth below, consent to such amendments to the Existing
Credit Agreement; and


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Loan Parties and each Lender, hereby
agree as follows:


 


ARTICLE
I


 


AMENDMENT
OF EXISTING CREDIT AGREEMENT


 


SECTION
1.1.        Subject to the satisfaction (or waiver) of the conditions set forth in Article II, the Existing Credit Agreement
is hereby amended to delete the stricken text (indicated in the same manner as the following example: stricken
text) and to add the double-underlined text (indicated in the same manner as the following example: double-underlined
text) as set forth in the copy of the Credit Agreement attached as Annex I hereto.


 


SECTION
1.2.        The Credit Agreement is hereby amended by replacing Schedule 2.01 in its entirety with Annex II hereto.


 


SECTION
1.3.         Each of the parties hereto acknowledges and agrees that the terms of this Agreement do not constitute a novation but,
rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by the Existing Credit Agreement.


 


ARTICLE
II


 


CONDITIONS
TO EFFECTIVENESS


 


The
amendments referred to in ‎Article I shall be effective on the date the Administrative Agent has confirmed the satisfaction
or waiver of each of the conditions contained in this ‎Article II (the “Amendment Effective Date”).


 


SECTION
2.1.       Execution of Counterparts. The Administrative Agent shall have received counterparts of this Agreement duly executed
and delivered by (i) each of the Loan Parties as of the Amendment Effective Date, (ii) the Administrative Agent and (iii) each
Lender that has a Revolving Commitment outstanding as of the Amendment Effective Date.



    	 



     

    



SECTION
2.2.        Officer’s Closing Certificate. The Administrative Agent shall have received an officer’s certificate from
the Borrower certifying that (i) no Default or Event of Default exists, or will result from the execution of this Agreement and
the transactions contemplated hereby as of the Amendment Effective Date, and (ii) all representations and warranties contained
in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment Effective
Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they
shall be true and correct in all material respects as of such earlier date (provided that representations and warranties that
are qualified by materiality shall be true and correct in all respects).


 


SECTION
2.3.       Legal Opinions. The Administrative Agent shall have received favorable written opinions (addressed to the Administrative
Agent, the Lenders and the Issuing Banks and dated the Amendment Effective Date) from Covington & Burling LLP, counsel for
the Loan Parties.


 


SECTION
2.4.        Resolutions; Other Documents and Certificates. The Administrative Agent shall have received (i) certified copies
of the resolutions of the board of directors of each Loan Party approving the transactions contemplated by the Loan Documents
to which each such Loan Party is a party and the execution and delivery of such Loan Documents to be delivered by such Loan Party
on the Amendment Effective Date, and all documents evidencing other necessary organizational action and governmental approvals,
if any, with respect to the Loan Documents, (ii) all other documents reasonably requested by the Administrative Agent relating
to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby
and (iii) a certificate of an officer of each Loan Party certifying the names and true signatures of the officers of such entity
authorized to sign the Loan Documents to which it is a party, to be delivered by such entity on the Amendment Effective Date and
the other documents to be delivered hereunder on the Amendment Effective Date.


 


SECTION
2.5.       Fees and Expenses. The Borrower shall have paid to the Administrative Agent all expenses (including legal fees
of Davis Polk & Wardwell LLP) payable pursuant to Section 9.03 of the Credit Agreement which have accrued to the Amendment
Effective Date to the extent invoices therefor have been provided at least one (1) Business Day prior to the Amendment Effective
Date.


 


SECTION
2.6.       USA PATRIOT Act. The Administrative Agent shall have received, to the extent reasonably requested by the Administrative
Agent or any of the Lenders at least five (5) Business Days prior to the Amendment Effective Date, all documentation and other
information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering
rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation.


 


ARTICLE
III


 


REPRESENTATIONS
AND WARRANTIES


 


SECTION
3.1.        Representations and Warranties. In order to induce the Lenders and the Administrative Agent to enter into this
Agreement, each Loan Party hereby represents and warrants to the Administrative Agent, the Issuing Banks and each Lender, as of
the date hereof, as follows:


 


(a)            this
Agreement has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation
of each such Loan Party, enforceable against it in accordance with its terms, except to the extent the enforceability hereof may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);



    	 



     

    



(b)           the
execution, delivery and performance by each Loan Party of this Agreement will not (i) require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except (1) such as have been obtained or made and are in full
force and effect and (2) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or
make could not reasonably be expected to have a Material Adverse Effect, (ii) violate any charter, by-laws or other organizational
document of the Borrower or any of its Restricted Subsidiaries, (iii) except as could not reasonably be expected to have a Material
Adverse Effect, violate any applicable law or regulation or any order of any Governmental Authority; (iv) except as could not
reasonably be expected to have a Material Adverse Effect, violate or result in a default under any indenture, agreement or other
instrument (other than the agreements and instruments referred to in clause (ii)) binding upon the Borrower or any of its Restricted
Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its
Restricted Subsidiaries or (v) result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted
Subsidiaries;


 


(c)            each
of the representations and warranties contained in Article 3 of the Credit Agreement and the other Loan Documents is true and
correct in all material respects as of the Amendment Effective Date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material
respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall
be true and correct in all respects); and


 


(d)            no
Default or Event of Default exists, or will result from the execution of this Agreement and the transactions contemplated hereby,
as of the Amendment Effective Date.


 


SECTION
3.2.       Reaffirmation of Obligations. Each of the Loan Parties hereby consents to this Agreement and hereby restates, ratifies
and reaffirms each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the Amendment
Effective Date and as amended hereby and hereby reaffirms its obligations (including the Obligations) under each Loan Document
to which it is a party.


 


ARTICLE
IV


 


MISCELLANEOUS


 


SECTION
4.1.       Full Force and Effect. Except as expressly provided herein and in the Credit Agreement, this Agreement shall not
by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative
Agent, the Arrangers or the Lenders under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or
other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement
or any other Loan Document in similar or different circumstances.


 


SECTION
4.2.       Loan Document Pursuant to Credit Agreement. This Agreement is a Loan Document executed pursuant to the Credit Agreement
and shall be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement, including,
without limitation, the provisions relating to forum selection, consent to jurisdiction and waiver of jury trial included in Article
9 of the Credit Agreement, which provisions are hereby acknowledged and confirmed by each of the parties hereto.



    	 



     

    



SECTION
4.3.        Headings. The various headings of this Agreement are inserted for convenience only and shall not affect the meaning
or interpretation of this Agreement or any provisions hereof.


 


SECTION
4.4.        Execution in Counterparts. This Agreement may be executed by the parties hereto in counterparts, each of which shall
be deemed to be an original and all of which shall constitute together but one and the same agreement. The words “execution,”
“signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic
signatures or the keeping of electronic 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.


 





SECTION
4.5.        Cross-References. References in this Agreement to any Article or Section are, unless otherwise specified or otherwise
required by the context, to such Article or Section of this Agreement.


 


SECTION
4.6.       Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


SECTION
4.7.        Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


SECTION
4.8.      Administrative Agent. The Lenders party hereto, which collectively constitute the Required Lenders, hereby direct the
Administrative Agent to execute and deliver this Agreement and, at the request of the Borrower, any other instruments, documents
and other agreements necessary or desirable in connection with this Agreement.


 


SECTION
4.9.       GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, WHETHER
BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING
LAW.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]




    	 



     

    



IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.




	 	UBER TECHNOLOGIES, INC., 

    as the Borrower



	 	 	 	 
	 	By:	 	       /s/ Nelson Chai
	 	 	 	Name: Nelson Chai
	 	 	 	Title: Chief Financial Officer
	 	 	 	 
	 	RASIER, LLC,

    as the Guarantor
	 	 	 	 
	 	By:	 	       /s/ Robert Wu
	 	 	 	Name: Robert Wu
	 	 	 	Title: Manager
	 	 	 	 
	 	MORGAN STANLEY SENIOR FUNDING,
    INC,

    as Administrative Agent and as a Lender
	 	 	 	 
	 	By:	 	       /s/ Michael King
	 	 	 	Name: Michael King
	 	 	 	Title: Vice President
	 	 	 	 









    	 



     

    


	 	BARCLAYS BANK PLC,

    as a Lender
	 	 	 	 
	 	By:	 	       /s
    Manuel Rubiano
	 	 	 	Name: Manuel Rubiano
	 	 	 	Title: Vice President
	 	 	 	 
	 	BANK OF AMERICA, N.A.,

    as a Lender
	 	 	 	 
	 	By:	 	       /s/
    Erhlich Bautista
	 	 	 	Name: Erhlich Bautista
	 	 	 	Title: Vice President
	 	 	 	 
	 	CITICORP NORTH AMERICA, INC.,

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

    as a Lender
	 	 	 	 
	 	By:	 	       /s/
    Ioannis Theocharis
	 	 	 	Name: Ioannis Theocharis
	 	 	 	Title: Vice President
	 	 	 	 
	 	GOLDMAN SACHS LENDING PARTNERS
    LLC,

    as a Lender
	 	 	 	 
	 	By:	 	       /s/
    Rebecca Kratz
	 	 	 	Name: Rebecca Kratz
	 	 	 	Title: Authorized Signatory
	 	 	 	 






    	 



     

    
	 	JPMORGAN CHASE BANK, N.A.,

    as a Lender
	 	 	 	 
	 	By:	 	       /s/
    Bruce S. Borden
	 	 	 	Name: Bruce S. Borden
	 	 	 	Title: Executive Director
	 	 	 	 
	 	ROYAL BANK OF CANADA,

    as a Lender
	 	 	 	 
	 	By:	 	       /s/
    Nicholas Heslip
	 	 	 	Name: Nicholas Heslip
	 	 	 	Title: Authorized Signatory
	 	 	 	 
	 	THE TORONTO-DOMINION BANK,
    NEW YORK BRANCH,

    as a Lender
	 	 	 	 
	 	By:	 	       /s
    Michael Borowiecki
	 	 	 	Name: Michael Borowiecki
	 	 	 	Title: Authorized Signatory
	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION,

    as a Lender
	 	 	 	 
	 	By:	 	       /s
    Aleem Shamji
	 	 	 	Name: Aleem Shamji
	 	 	 	Title: Managing Director
	 	 	 	 
	 	DEUTSCHE BANK AG CAYMAN ISLANDS
    BRANCH,

    as a Lender
	 	 	 	 
	 	By:	 	       /s
    Ming K. Chu
	 	 	 	Name: Ming K. Chu
	 	 	 	Title: Director
	 	 	 	 
	 	By:	 	       /s/
    Mario Lukin
	 	 	 	Name: Marko Lukin
	 	 	 	Title: Vice President
	 	 	 	 






    	 



     

    



Annex
I


 


MARKED
VERSION REFLECTING CHANGES

 PURSUANT TO AMENDMENT NO. 89


ADDED TEXT SHOWN UNDERSCORED 

DELETED TEXT SHOWN STRIKETHROUGH





 



 




REVOLVING
CREDIT AGREEMENT


 


dated
as of June 26, 2015


among


 


UBER
TECHNOLOGIES, INC.,


 


as the Borrower,


 


the
Lenders party hereto, the Issuing Banks party hereto,


and


 


MORGAN
STANLEY SENIOR FUNDING, INC.,


as
the Administrative Agent





 



 




BARCLAYS
BANK PLC,

 CITIGROUP GLOBAL MARKETS INC.,


GOLDMAN
SACHS LENDING PARTNERS LLC


and
MORGAN STANLEY SENIOR FUNDINGBOFA SECURITIES,
INC.,


as
Joint Lead ArrangersCITIBANK, N.A., 

BARCLAYSDEUTSCHE
BANK PLC,


CITIGROUP
GLOBAL MARKETSSECURITIES INC.,


GOLDMAN SACHS LENDING PARTNERS LLC, 

 J.P. MORGAN SECURITIES LLC,


MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and 

HSBC SECURITIES
(USA) INC.,


JPMORGAN CHASE BANK, N.A., 

MORGAN
STANLEY SENIOR FUNDING, INC.,


as
Joint ROYAL BANK OF CANADA and

 TD SECURITIES (USA) LLC


as
Joint Lead Arrangers

 and


Joint
Bookrunners




    	 



     

    








	ARTICLE
    1 DEFINITIONS	1
	 	 	 
	Section
    1.01	Defined
    Terms	1
	Section
    1.02	Classification
    of Loans and Borrowings	44
	Section
    1.03	Terms
    Generally	44
	Section
    1.04	Accounting
    Terms; GAAP	44
	Section
    1.05	Permitted
    Holdco Transaction	45
	Section
    1.06	Exchange
    Rates; Currency Equivalents.	45
	Section
    1.07	Limited
    Conditionality Acquisitions	45
	Section
    1.08	Basket
    Amounts and Application of Multiple Relevant Provisions	46
	Section
    1.09	Interest
    Rates	46
	Section
    1.10	Divisions	4247
	 	 
	ARTICLE
    2 THE CREDITS	47
	 	 	 
	Section
    2.01	Revolving
    Commitments	47
	Section
    2.02	Revolving
    Loans and Borrowings	47
	Section
    2.03	Requests
    for Borrowings	48
	Section
    2.04	Funding
    of Borrowings	49
	Section
    2.05	Interest
    Elections	4550




	Section
    2.06	Termination
    and Reduction of Revolving Commitments	51
	Section
    2.07	Repayment
    of Revolving Loans; Evidence of Debt	4752
                                         




	Section
    2.08	Prepayment
    of Loans	52
	Section
    2.09	Fees	53
	Section
    2.10	Interest	4954
                                         




	Section
    2.11	Alternate
    Rate of Interest; Illegality	55
	Section
    2.12	Increased
    Costs	56
	Section
    2.13	Break
    Funding Payments	58
	Section
    2.14	Taxes	59
	Section
    2.15	Payments
    Generally; Pro Rata Treatment; Sharing of Set-Off	5762




	Section
    2.16	Mitigation
    Obligations; Replacement of Lenders	5863
                                         




	Section
    2.17	Defaulting
    Lenders	5964
                                         




	Section
    2.18	Incremental
    Facility	6166




	Section
    2.19	Extension
    of the Maturity Date	68
	Section
    2.20	Letters
    of Credit.	6469




	Section
    2.21	Effect
    of Benchmark Transition Event	75
	 	 
	ARTICLE
    3 REPRESENTATIONS AND WARRANTIES	77
	 	 	 
	Section
    3.01	Organization;
    Powers	77
	Section
    3.02	Authorization;
    Enforceability	77
	Section
    3.03	Governmental
    Approvals; No Conflicts	77
	Section
    3.04	Financial
    Condition; No Material Adverse Change	77







    	 



     

    



	Section
    3.05	Properties	78
	Section
    3.06	Litigation
    and Environmental Matters	78
	Section
    3.07	Compliance
    with Laws and Agreements; No Default	78
	Section
    3.08	Investment
    Company Status	79
	Section
    3.09	Margin
    Stock	79
	Section
    3.10	Taxes	79
	Section
    3.11	ERISA	79
	Section
    3.12	Disclosure	80
	Section
    3.13	Subsidiaries	81
	Section
    3.14	Solvency	81
	Section
    3.15	Anti-Terrorism
    Law	81
	Section
    3.16	FCPA;
    Sanctions	82
	Section
    3.17	Collateral
    Matters	7782




	Section
    3.18	Beneficial
    Ownership Certification	83
	 	 	 
	ARTICLE
    4 CONDITIONS	83
	 	 	 
	Section
    4.01	Effective
    Date	83
	Section
    4.02	Each
    Credit Event	84
	 	 
	ARTICLE
    5 AFFIRMATIVE COVENANTS	85
	 	 	 
	Section
    5.01	Financial
    Statements; Ratings Change and Other Information	85
	Section
    5.02	Notices
    of Material Events	87
	Section
    5.03	Existence;
    Conduct of Business	87
	Section
    5.04	Payment
    of Taxes and Other Claims	87
	Section
    5.05	Maintenance
    of Properties; Insurance	87
	Section
    5.06	Books
    and Records; Inspection Rights	87
	Section
    5.07	ERISA-Related
    Information	8388




	Section
    5.08	Compliance
    with Laws and Agreements	88
	Section
    5.09	Use
    of Proceeds	88
	Section
    5.10	Additional
    Guarantors	88
	Section
    5.11	Holdings	90
	Section
    5.12	Post-Closing	90
	Section
    5.13	Beneficial
    Ownership Regulations	90
	 	 
	ARTICLE
    6 NEGATIVE COVENANTS	8690




	 	 	 
	Section
    6.01	Indebtedness	90
	Section
    6.02	Liens	91
	Section
    6.03	Fundamental
    Changes	94
	Section
    6.04	Use
    of Proceeds	95
	Section
    6.05	Minimum
    Liquidity	95
	Section
    6.06	Restricted
    RepaymentsPayments	95







    	 



     

    



	Section
    6.07	Junior
    Debt Prepayments	96
	 	 
	ARTICLE
    7 EVENTS OF DEFAULT	97
	 	 	 
	Section
    7.01	Events of Default.	97
	Section
    7.02	Application of Funds	99
	 	 
	ARTICLE
    8 THE AGENTS	100
	 	 	 
	Section
    8.01	Appointment of the
    Administrative Agent	100
	Section
    8.02	Powers and Duties	101
	Section
    8.03	General Immunity	101
	Section
    8.04	Administrative Agent
    Entitled to Act as Lender	103
	Section
    8.05	Lenders’ Representations,
    Warranties and Acknowledgment	103
	Section
    8.06	Right to Indemnity	99104




	Section
    8.07	Successor Administrative
    Agent.	104
	Section
    8.08	Guaranty	105
	Section
    8.09	Actions in Concert	101105




	Section
    8.10	Withholding Taxes	106
	Section
    8.11	Administrative
    Agent May File Bankruptcy Disclosure and Proofs of
	 	Claim	106
	Section
    8.12	Intercreditor Agreements	107
	Section
    8.13	Secured Cash Management
    Agreements and Secured Hedge	 
	 	Agreements	107
	Section
    8.14	Certain ERISA Matters	103107




	 	 
	ARTICLE
    9 MISCELLANEOUS	109
	 	 	 
	Section
    9.01	Notices	109
	Section
    9.02	Waivers; Amendments	113
	Section
    9.03	Expenses; Indemnity;
    Damage Waiver	110115




	Section
    9.04	Successors and Assigns	116
	Section
    9.05	Survival	116120




	Section
    9.06	Counterparts; Integration;
    Effectiveness	116121




	Section
    9.07	Severability	121
	Section
    9.08	Right of Setoff	121
	Section
    9.09	Governing Law; Jurisdiction;
    Consent to Service of Process.	117122




	Section
    9.10	Waiver Of Jury Trial	122
	Section
    9.11	Headings	118122




	Section
    9.12	Confidentiality	118123




	Section
    9.13	Interest Rate Limitation	124
	Section
    9.14	No Advisory or Fiduciary
    Responsibility	120124




	Section
    9.15	Electronic Execution
    of Assignments and Certain Other Documents 	125
	Section
    9.16	USA PATRIOT Act	125







    	 



     

    



	Section
    9.17	Release
    of Guarantors; Release of Collateral.	121126




	Section
    9.18	Acknowledgement
    and Consent to Bail-In of EEA Financial	 
	 	Institutions	122127




	Section
    9.19	Acknowledgement
    Regarding Any Supported QFC’s	127
	Section
                                         9.20



	Judgment
    Currency.	128







    	 



     

    







	Schedules	 
	 	 
	Schedule 2.01	Lenders, Revolving Commitments and Letter
    of Credit
	 	Issuer Sublimit
	 	 
	Schedules to the Disclosure
    Letter
	 	 
	Schedule 3.11	Plans
	Schedule 3.13	Capitalization
	Schedule 6.01	Specified Indebtedness
	Schedule 6.02	Existing Liens
	 	 
	Exhibits	 
	 	 
	Exhibit A	Form of Assignment and Assumption
	Exhibit B	Form of Borrowing Request
	Exhibit C	Form of Interest Election Request
	Exhibit D-1	Form of Revolving Note
	Exhibit D-2	[Reserved]
	Exhibit E-1	Form of Guaranty
	Exhibit E-2	Form of Holdings Guaranty
	Exhibit F	Form of Compliance Certificate
	Exhibit G	[Reserved]
	Exhibit H-1	Form of U.S. Tax Compliance Certificate
	Exhibit H-2	Form of U.S. Tax Compliance Certificate
	Exhibit H-3	Form of U.S. Tax Compliance Certificate
	Exhibit H-4	Form of U.S. Tax Compliance Certificate










    	 



     

    



REVOLVING CREDIT
AGREEMENT dated as of June 26, 2015 among UBER TECHNOLOGIES, INC., as the Borrower, the LENDERS party hereto and MORGAN STANLEY
SENIOR FUNDING, INC., as the Administrative Agent.


 


The
Borrower (such term and each other capitalized term used and not otherwise defined in these recitals having the meaning assigned
to it in Article 1), has requested the Lenders to make Loans to the Borrower on a revolving credit basis on and after the
date hereof and at any time and from time to time prior to the Maturity Date.


 


The
proceeds of borrowings hereunder, together with the issuance of any letter of credit, are to be used for the purposes described
in Section 5.09. The Lenders are willing to establish the credit facility referred to in the preceding paragraph upon the
terms and subject to the conditions set forth herein.


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


 


ARTICLE
1

 DEFINITIONS


 


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


 


“2018
Term Loan Agreement” means the Term Loan Agreement, dated as of April 4, 2018 among the Borrower, as the borrower, the lenders
party thereto and Cortland Capital Market Services LLC, as the Administrative Agent


 


“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.


 


“ABR
Term SOFR Determination Day” has the meaning specified in the definition of “Term


SOFR”.


 


“Adjusted
Daily Simple RFR” means, (i) with respect to any RFR Borrowing denominated in British Pounds, an interest rate per annum
equal to (a) the Daily Simple RFR for British Pounds, plus (b) 0.0326% and (ii) with respect to any RFR Borrowing denominated
in Swiss Francs, an interest rate per annum equal to (a) the Daily Simple RFR for Swiss Francs, plus (b) -0.0571%
and (iii) with respect to  any RFR Borrowing denominated in Singapore Dollars, an interest rate per annum equal to the
Daily Simple RFR for Singapore Dollars; provided that in no event shall the Adjusted Daily Simple RFR
be less than 0.00%.


 


“Adjusted
EURIBO Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a EURIBOR Borrowing,
the rate per annum equal to the EURIBO Rate for such Interest Period; provided that in no event shall the Adjusted
EURIBO Rate be less than 0.00%.


 


“Adjusted
LIBO Rate” means, for any Interest Rate Determination Date with respect to an Interest Period (or,
solely for purposes of clause (iii) in the defined term “Alternate Base Rate,” for purposes of
determining the Alternate Base Rate as of any date) for a Eurodollar Borrowing, (a) for Borrowings
denominated in dollars, the rate per annum obtained by dividing (i) the LIBO Rate for dollars for such
Interest Period (or such date, as applicable) by (ii) an amount equal to (x) one minus (y) the Applicable
Reserve Requirement or (b) for Borrowings denominated in
a Permitted Foreign Currency (other
than British Pounds, Euros, Australian Dollars, Canadian Dollars,
Hong Kong Dollars, Japanese Yen and Singapore Dollars), the
rate per annum equal to the LIBO Rate for such currency for such Interest
Period; provided that in no event shall the Adjusted LIBO Rate be less than 0.00%.



    	1



     

    



“Adjusted
Term SOFR” means, for purposes of any calculation, the rate per annum equal to Term SOFR for such calculation;
provided that in no event shall Adjusted Term SOFR be less than
0.00%.


 


“Adjusted
TIBOR Rate” means, with respect to any TIBOR Borrowing denominated in Japanese Yen
for any Interest Period, an interest rate per annum equal to (a) the TIBOR Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate; provided that in no event shall the Adjusted TIBOR Rate be less than 0.00%.


 


“Administrative
Agent” means MSSF, in its capacity as administrative agent for the Lenders hereunder, or any successor administrative agent.


 


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


 


“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.


 


“Agent
Fee Letter” means that certain Agent Fee Letter, dated as of June 18, 2015, by and among the Borrower and the Administrative
Agent.


 


“Agent Parties”
has the meaning set forth in Section 9.01(d).


 


“Agents” means,
collectively, the Administrative Agent and the Arrangers.


 


“Aggregate
Total Exposure” means, as at any date of determination, the sum of (i) the Dollar Equivalent of the aggregate principal
amount of all outstanding Loans (excluding Loans made for the purpose of reimbursing the Issuing Banks for any amount drawn under
any Letter of Credit, but not yet so applied) and (ii) the Letter of Credit Usage.


 


“Agreed
L/C Cash Collateral Amount” means 102% of the total outstanding Letter of Credit Usage.


 


“Agreement”
means this Revolving Credit Agreement, as the same may hereafter be modified, supplemented, extended, amended, restated or amended
and restated from time to time.


 


“Agreement
Currency” has the meaning specified in Section 9.20.


 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day,
(ii) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and


(iii)   the
sum of (a) the Adjusted LIBO Rate that
would be payableTerm SOFR for a one-month tenor in effect on
such day for a Eurodollar Borrowing with a one-month interest period plus (b)
1.00%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error)
that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate
Base Rate shall be determined without regard to clause (ii) of the preceding sentence until the circumstances giving rise to
such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO
RateTerm SOFR shall be effective on the effective day of such change
in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO
RateTerm SOFR, respectively.



    	2



     

    



“Amendment
No. 4” means that certain Amendment No. 4 to Revolving Credit Agreement dated as of July 13, 2016 by and among the Borrower,
the Lenders party thereto and the Administrative Agent.


 


“Amendment
No. 4 Effective Date” means the “Amendment Effective Date” as defined in Amendment No. 4.


 


“Amendment
No. 5” means that certain Amendment No. 5 to Revolving Credit Agreement dated as of June 13, 2018 by and among the Borrower,
the Lenders party thereto and the Administrative Agent.


 


“Amendment
No. 5 Effective Date” means the “Amendment Effective Date” as defined in Amendment No. 5.


 


“Amendment
No. 6” means that certain Amendment No. 6 to Revolving Credit Agreement dated as of October 25, 2018 by and among the Borrower,
the Lenders party thereto and the Administrative Agent.


 


“Amendment
No. 6 Effective Date” means the “Amendment Effective Date” as defined in Amendment No. 6.


 


“Amendment
No. 8” means that certain Amendment No. 8 to Revolving Credit Agreement dated as of December 24, 2021 by and among the Borrower,
the Guarantor party thereto, the Lenders party thereto and the Administrative Agent.


 


“Amendment
No. 8 Effective Date” means the “Amendment Effective Date” as defined in Amendment No. 8.


 


“Amendment
No. 9” means that certain Amendment No. 9 to Revolving Credit Agreement dated as of April 4, 2022 by and among the
Borrower, the Guarantor party thereto, the Lenders party thereto and the Administrative Agent.


 


“Amendment
No. 9 Effective Date” means the “Amendment Effective Date” as defined in Amendment No. 9.


 


“Anti-Corruption
Laws” means the FCPA, the U.K. Bribery Act 2010 to the extent applicable, all other applicable anti-corruption laws, the
Bank Secrecy Act to the extent applicable, the USA PATRIOT Act, and the applicable anti-money laundering statutes of jurisdictions
where the Borrower and its Subsidiaries conduct business, and the rules and regulations (if any) thereunder enforced by any governmental
agency.


 


“Anti-Terrorism
Laws” has the meaning set forth in Section 3.15(a). “Applicable Account Party” has the meaning set forth
in Section 2.20(a).




    	3



     

    

“Applicable
Foreign Jurisdiction” has the meaning set forth in Section 5.10.


 


“Applicable
Percentage” means, with respect to any Lender, the percentage of the total Revolving Commitments represented by such Lender’s
Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined
based upon the Revolving Commitments most recently in effect, giving effect to any assignments.


 


“Applicable
Rate” means, for any day, (i) 1.00% per annum with respect to any EurodollarTerm
SOFR Loan, EURIBOR Loan, HIBOR Loan, SIBOR Loan, Australian Bank Bill
Rate Loan, Canadian BA Rate Loan, TIBOR Loan or RFR Loan, (ii) 0.00% per annum with respect to any ABR Loan and (iii) 0.15% per
annum with respect to the Commitment Fee.


 


“Applicable
Reserve Requirement” means for any day as applied to a Eurodollar Borrowing, the aggregate (without duplication)
of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including
basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental
Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency
funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained
by a member bank of the Federal Reserve System.


 


“Application”
means a Letter of Credit application or agreement in the form approved by the applicable Issuing Bank, executed and delivered
by the Borrower to the Administrative Agent and the applicable Issuing Bank requesting such Issuing Bank to issue a Letter of
Credit.


 


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Arranger”
means each of Barclays, CitigroupBank of America,
Citibank, DB, Goldman Sachs and, HSBC,
JPMorgan, MSSF, RBC and TD in its capacity as a joint lead arranger and a joint
bookrunner.


 


“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, substantially in the form of Exhibit
A or any other form approved by the Administrative Agent.


 


“Australian Dollars”
means the lawful currency of Australia.


 


“Australian
Bank Bill Rate” means, with respect to each Interest Period for an Australian Bank Bill Rate Loan, the rate per annum equal
to the following:


 


(a)           the average bid rate (the “BBR Screen Rate”) displayed at or about 10:30 a.m. (Sydney, Australia time) on the
first day of that Interest Period on the Reuters screen BBSY page for a term equivalent to such Interest Period; or


 


 (b)            to the extent:






    	4



     

    

(i)            the
BBR Screen Rate is not displayed for a term equivalent to such Interest Period; or


 


(ii)           the
basis on which the BBR Screen Rate is calculated or displayed is changed and the relevant Lenders’ instruct the
Administrative Agent (after consultation by the Administrative Agent with the Borrower) that in their opinion it ceases to
reflect the relevant Lenders’ cost of funding a new Australian Bank Bill Rate Loan to the same extent as at the date of
this Agreement, the Administrative Agent on instructions of the relevant Lenders may specify another page or service
displaying the appropriate rate after consultation by the Administrative Agent with the Borrower; or


 


(c)            if there are no buying rates, the Australian Bank Bill Rate for each Lender will be the rate notified by that Lender to
the Administrative Agent to be that Lender’s cost of funding its participation in the relevant Australian Bank Bill Rate
Loans for that period. Rates will be expressed as a percentage yield per annum to maturity being the arithmetic average, rounded
up to the nearest four decimal places and in no event shall the Australian Bank Bill Rate be less than 0.00%.


 


“Australian
Bank BM Rate Borrowing” refers to a Borrowing bearing interest at a rate determined by reference to the Australian Bank
Bill Rate.


 


“Australian
Bank Bill Rate Loan” refers to a Loan bearing interest at a rate determined by reference to the Australian Bank Bill Rate.


 


“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 Revolving Commitments.


 


“
Available Tenor ” means,
as of any date of determination and with respect to the then-current Benchmark (x) if the then-current Benchmark is a term rate,
any tenor for such Benchmark or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as
applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date
and, for the avoidance of doubt, shall exclude any tenor for such Benchmark that is removed from the definition of “Interest
Period” pursuant to clause (d) of Section 2.21.


 


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


 


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


 


“Bank
of America” means BofA Securities, Inc.




    	5



     

    

“Bankruptcy
Code” means Chapter 11 of Title 11 of the United States Code, as amended from time to time and any successor statute and
all rules and regulations promulgated thereunder.


 


“Bankruptcy
Event” means an Event of Default of the type described in Section 7.01(h), (i) or


(j).


 


“Barclays”
means Barclays Bank PLC.


 


“Benchmark”
means, initially, the Adjusted LIBOTerm SOFR Reference
Rate; provided that, if a Benchmark Transition Event or,
as the case may be, an Early Opt-in Election and the Benchmark
Replacement Date with respect thereto havehas
occurred with respect to the Adjusted LIBOTerm
SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark
Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of Section
2.21.


 


“Benchmark
Replacement” means, for any Available Tenorwith
respect to any Benchmark Transition Event for
any then-current Benchmark, the first alternative set forth in the order below that can be determined by the Administrative
Agent for the applicable Benchmark Replacement Date:


 


		(1)	the
                                         sum of: (a) Term SOFR and (b) the Benchmark Replacement Adjustment with respect thereto;



 


		(1)	(2)
the sum of: (a) Daily Simple SOFR; and
(b) the Benchmark Replacement Adjustment with respect thereto;



 


		(2)	(3)
the sum of: (a) the alternate benchmark rate that has been selected by the Administrative
Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration
to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant
Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement
for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the Benchmark Replacement
Adjustment with respect thereto;.



 


provided
that, in the case of clause
(1) of this definition, such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes
such rate from time to time as selected
by the Administrative Agent in its reasonable discretion.


 


If
at any time the Benchmark Replacement as determined pursuant to clause (1), or
(2) or (3) of this definition would be less than the Floor, the Benchmark
Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the


then-current
Benchmark with an Unadjusted Benchmark Replacement for any applicable
Interest Period and Available Tenor for any setting of such
Unadjusted Benchmark Replacement:


 


(1)           for purposes of clauses (1) and (2) of the definition
of “Benchmark Replacement,” the first alternative
set forth in the order
below that can be determined by the Administrative Agent:


 


(a)           the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) as of the Reference Time such Benchmark Replacement is first set that has been selected or recommended
by the Relevant Governmental Body for the replacement of such Available Tenor of such Benchmark with the applicable
Unadjusted Benchmark Replacement;



    	6



     

    



(b)           the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement
is first set that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective
upon an index cessation event with respect to such Available Tenor of such Benchmark; and


 


(2)           for
purposes of clause (3) of the definition of “Benchmark Replacement,”
Adjustment” means, with respect to any replacement of the then-current Benchmark
with an Unadjusted Benchmark Replacement, the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or
recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of
such Available Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body
on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Available Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated
syndicated credit facilities;.


 


provided
that, (x) in the case of clause
(1) above, such adjustment is displayed on a screen or other
information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative
Agent in its reasonable discretion and (y) if the then-current Benchmark is a term rate, more than one tenor of such Benchmark
is available as of the applicable Benchmark Replacement Date and the applicable Unadjusted Benchmark Replacement
that will replace such Benchmark will not be a term rate, the Available Tenor of such Benchmark for purposes
of this definition of “Benchmark Replacement Adjustment” shall be deemed to be the Available Tenor
that has approximately the same length (disregarding business day adjustments) as the payment period for interest
calculated with reference to such Unadjusted Benchmark Replacement.


 


“Benchmark
Replacement Conforming Changes” means, with respect
to any Benchmark Replacement, any technical,
administrative or operational changes (including changes to
the definition of “Alternate Base Rate,” the definition
of “Business Day,” the definition of “Interest Period,” timing and frequency of determining
rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices,
length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational
matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation
of such Benchmark Replacement
and to permit the administration thereof by the Administrative Agent in a manner
substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market
practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration
of such Benchmark Replacement exists,
in such other manner of administration as the Administrative
Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan
Documents).


 


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



    	7



     

    



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


 


(2)           in
the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein; or.


 


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


 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date
occurs on the same day as, but earlier than, the Reference Time in
respect of any determination, the Benchmark Replacement
Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the
“Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any
Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).


 


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


 


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


 


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


 


(3)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof)
are no longernot representative.


 


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



    	8



     

    



“Benchmark
Unavailability Period” means, with respect to any then-current Benchmark, the
period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to
clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark
Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with
Section 2.21 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes
hereunder and under any Loan Document in accordance with Section 2.21.


 


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


 


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


 


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


 


“Board”
means the Board of Governors of the Federal Reserve System of the United States of America (or any successor).


 


“Borrower”
means Uber Technologies, Inc., a Delaware corporation.


 


“Borrowing”
means Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of EurodollarTerm
SOFR Loans, EURIBOR Loans, HIBOR Loans, SIBOR Loans,
Australian Bank Bill Rate Loans, Canadian BA Rate Loans and TIBOR Loans, as to which a single Interest Period is in effect.


 


“Borrowing
Minimum” means (a) in the case of a EurodollarTerm
SOFR Borrowing denominated in dollars, $5,000,000, (b) in the case
of a Eurodollar Borrowing denominated in any Permitted Foreign Currency or a
EURIBOR Borrowing, a HIBOR Borrowing, a SIBOR Borrowing, an Australian
Bank Bill Rate Borrowing, a Canadian BA Rate Borrowing, a TIBOR Borrowing or an RFR Borrowing, the smallest amount of such Permitted
Foreign Currency that is an integral multiple of 100,000 units of such currency and that has a Dollar Equivalent in excess of
$5,000,000 and (c) in the case of an ABR Borrowing, $5,000,000.


 


“Borrowing
Multiple” means (a) in the case of a EurodollarTerm
SOFR Borrowing denominated in dollars, $1,000,000,
(b) in the case of a Eurodollar Borrowing denominated in any Permitted Foreign Currency
or a EURIBOR Borrowing, a HIBOR Borrowing, a SIBOR Borrowing,
an Australian Bank Bill Rate Borrowing, a Canadian BA Rate Borrowing, a TIBOR Borrowing or an RFR Borrowing, the smallest amount
of such Permitted Foreign Currency that is an integral multiple of 100,000 units of such currency and that has a Dollar Equivalent
in excess of $1,000,000 and (c) in the case of an ABR Borrowing, $1,000,000.


 


“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.


 


“British
Pounds” or “£” mean the lawful currency of the United Kingdom.




    	9



     

    

“Budget”
has the meaning set forth in Section 5.01(a).


 


“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, (a) when used in connection with a
Eurodollarany Term SOFR Loan, the term “Business Day”
shall also exclude any day on which banks are not open for dealings in deposits in the
applicable currency in the London interbank marketthe
Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be
closed for the entire day for purposes of trading in United States government securities, (b) when used in
connection with any EURIBOR Loan, the term “Business Day” shall also exclude any day which is not a TARGET Day or
any day on which banks in London are not open for general business, (c) when used in connection with any HIBOR Loan, the term
“Business Day” shall also exclude any day on which banks in Hong Kong are not open for general business, (d) when
used in connection with any SIBORRFR Loan
denominated in Singapore Dollars, the term “Business Day” shall also exclude any day on which
banks in Singapore are not open for general business, (e) when used in connection with any Australian Bank Bill Rate Loan,
the term “Business Day” shall also exclude any day on which banks in Sydney, Australia are not open for general
business, (f) when used in connection with any Canadian BA Rate Loan, the term “Business Day” shall also exclude
a day on which banks in Toronto, Ontario, Canada are not open for general business, (g) when used in connection with any
TIBOR Rate Loan, the term “Business Day” shall also exclude a day on which banks in Japan are not open
for business and (h) when used in connection with any RFR Loan and any interest rate settings, fundings, disbursements,
settlements or payments of any such RFR Loan, the term “Business Day” shall also exclude a day that is not an RFR
Business Day.


 


“Calculation
Date” means (a) the last Business Day of each calendar quarter, (b) each date (with such date to be reasonably determined
by the Administrative Agent) that is on or about the date of (1) a Borrowing Request or an Interest Election Request with respect
to any Revolving Loan or (ii) the issuance, amendment, renewal or extension of
a Letter of Credit and (c) if an Event of Default has occurred and is continuing, any Business Day as determined by the Administrative
Agent in its sole discretion.


 


“Canadian
BA Rate” means, with respect to each Interest Period for a Canadian BA Rate Loan, the rate of interest per annum equal to
the average rate applicable to Canadian Dollar Bankers’ Acceptances having an identical or comparable term as the proposed
Canadian BA Rate Loan displayed and identified as such on the display referred to as the “CDOR Page” (or any display
substituted therefor) of Reuter Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day (or, if such
day is not a Business Day, as of 10:00 a.m. Toronto time on the immediately preceding Business Day), plus five (5) basis
points, provided that if such rate does not appear on the CDOR Page at such time on such date, the rate for such date will
be the annual discount rate (rounded upward to the nearest whole multiple of 1/100 of 1%) as of 10:00 a.m. Eastern time on such
day at which a Canadian chartered bank listed on Schedule 1 of the Bank Act (Canada) as selected by the Administrative
Agent is then offering to purchase Canadian Dollar Bankers’ Acceptances accepted by it having such specified term (or a
term as closely as possible comparable to such specified term), plus five (5) basis points. In no event shall the Canadian
BA Rate be less than 0.00%.


 


“Canadian
BA Rate Borrowing” refers to a Borrowing bearing interest at a rate determined by reference to the Canadian BA Rate.


 


“Canadian
BA Rate Loan” refers to a Loan bearing interest at a rate determined by reference to the Canadian BA Rate.




    	10



     

    

“Canadian Dollars”
means the lawful currency of Canada.


 


“Capital
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 capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP; provided that, for the avoidance of doubt,
any obligations relating to a lease that was accounted for by such Person as an operating lease as of the Effective Date and any
similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating
lease and not as Capital Lease Obligations.


 


“Cash
Collateralize” means, in respect of an Obligation, to provide and pledge (as a first priority perfected security interest)
cash collateral in the applicable currency in an amount not to exceed 102% of such Obligations, at a location and pursuant to
documentation in form and substance satisfactory to the Administrative Agent and the applicable Issuing Bank (and “Cash
Collateralization” has a corresponding meaning). “Cash Collateral” shall have a meaning correlative to the foregoing
and shall include the proceeds of such cash collateral and other credit support.


 


“Cash Equivalents”
means:


 


(a)           direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United
States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United
States of America), in each case maturing within one year from the date of issuance thereof;


 


(b)           investments
in commercial paper maturing within 270 days from the date of issuance thereof and having, at such date of acquisition, a rating
of at least “Prime 1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent
grade) by S&P;


 


(c)           investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the
date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the
Administrative Agent or any domestic office of any commercial bank organized under the laws of the United States of America or
any State thereof that issues (or the parent of which issues) commercial paper rated at least “Prime 1” (or the then
equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P;


 


(d)           fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered
into with a financial institution satisfying the criteria of clause (c) above;


 


(e)           investments
in “money market funds” substantially all of whose assets are invested in investments of the type described in clauses
(a) through (d) above;


 


(f)            in
the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit
quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes; and


 


(g)           investments
permitted pursuant to Borrower’s (or Holdings’) investment policy as approved by the Board of Directors (or committee
thereof) of the Borrower or Holdings, as applicable, from time to time.



    	11



     

    



“Cash
Management Agreement” means any agreement entered into from time to time by the Borrower or any Restricted Subsidiaries
in connection with cash management services for collections, other Cash Management Services or for operating, payroll and trust
accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic funds transfer
services, information reporting services, lockbox services, stop payment services, wire transfer services and other related services.


 


“Cash
Management Bank” means any Lender, any Agent or any Affiliate of the foregoing at the time it provides any Cash Management
Services or any Person that shall have become a Lender or an Affiliate of a Lender at any time after it has provided any Cash
Management Services.


 


“Cash
Management Obligations” means obligations owed by the Borrower or any Restricted Subsidiary to any Cash Management Bank
in respect of Cash Management Services or pursuant to Cash Management Agreements.


 


“Cash
Management Services” means any of (a) commercial credit cards, merchant card services, purchase or debit cards, including
non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft automatic clearing
house fund transfer services, return items and interstate depository network services) and (c) any other demand deposit or operating
account relationships or other cash management services, including pursuant to any Cash Management Agreements.


 


“Central
Bank Rate” shall mean the Bank of England’s Bank Rate as published by the Bank of England from time to time.


 


“Central
Bank Rate Adjustment” shall mean, in relation to the Central Bank Rate prevailing at close of business on any RFR Business
Day, the 20% trimmed arithmetic mean of the Central Bank Rate Spreads for the 5 most immediately preceding RFR Business Days for
which the RFR is available.


 


“Central
Bank Rate Spread” shall mean, in relation to any RFR Business Day, the difference (expressed as a percentage rate per annum)
between (x) the RFR for such RFR Business Day and (y) the Central Bank Rate prevailing at close of business on such RFR Business
Day.


 


“Certain
Specified Indebtedness Cap” means, as of any date of determination with respect to any proposed creation, incurrence or
assumption of Specified Indebtedness (subject to Section 1.07), the greater of (x) $5.06.0
billion and (y) 2.5 times the Consolidated Adjusted EBITDA (calculated on a pro forma basis to reflect the creation,
incurrence or assumption of such Specified Indebtedness) for the period of four consecutive fiscal quarters of the Borrower ended
on or prior to such time (taken as one accounting period) in which financial statements for each quarter or fiscal year in such
period have been or were required to be delivered pursuant to Section 5.01(a) or (b) without giving effect to any grace period
applicable thereto.



    	12



     

    



“Change
in Control” means (a) prior to an IPO, (x) the transfer, directly or indirectly, of beneficial ownership of a majority
of the aggregate ordinary voting power of the Borrower on a fully diluted basis or (y) the consummation of a merger,
amalgamation, plan of arrangement or other transaction or series of related transactions resulting in the combination of the
Borrower with or into another entity, where the stockholders of the Borrower immediately prior to any such transaction(s)
directly or indirectly do not continue to beneficially own at least 50% of the voting interest in the continuing or surviving
entity on a fully diluted basis immediately following such transaction or series of related transactions; provided that
a transaction of the type described in this clause (a) will not constitute a Change in Control if the principal purpose of
the transaction is a bona fide equity financing transaction; provided, further, that a Permitted Holdco
Transaction shall not constitute a Change in Control pursuant to this clause (a); (b) after an IPO, the acquisition of
ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities
Exchange Act and the rules of the SEC thereunder), of Equity Interests in the Public Company representing more than 50% of
the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in the Public Company; provided,
further, that a Permitted Holdco Transaction shall not constitute a Change in Control pursuant to this clause (b) so long
as, if the Borrower was the Public Company immediately prior to such transaction, Holdings shall thereafter be the Public
Company for purposes of this defined term; or (c) after the consummation of a Permitted Holdco Transaction, the failure of
Holdings to own 100% of the aggregate ordinary voting power of the Borrower. The consummation of an IPO shall not constitute
a Change in Control.


 


“Change
in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect
of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a
“Change in Law,” regardless of the date enacted, adopted or issued.


 


“Charges”
has the meaning set forth in Section 9.13.


 


“CitigroupCitibank”
means Citigroup Global Markets IncCitibank, N.A.


 


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


 


“Collateral”
means all “Pledged Collateral” as defined in the U.S. Security Agreement and all other property and assets that are
or are required to be pledged or granted as collateral pursuant to a Security Document (a) on the Amendment No. 4 Effective Date
or (b) thereafter pursuant to Section 5.10 or Section 5.11 or as otherwise required hereunder and, in each case,
other than Excluded Collateral.


 


“Commitment”
means the Revolving Commitment.


 


“Commitment Fee” has the meaning set forth in Section 2.09(a).


 


“Communications”
has the meaning set forth in Section 9.01(d).


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.


 


“Competitor” has the meaning
set forth in the definition of “Disqualified Institution.”



    	13



     

    



“Conforming
Changes” means, with respect to either the use or administration of
an initial Benchmark or the use, administration, adoption or implementation of any
Benchmark Replacement, any technical or
administrative changes (including changes to the definition of
“Alternate Base Rate,” the definition of “Business
Day,” the definition of “RFR Business Day,” the
definition of “Interest Period,” timing and frequency
of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or
continuation notices, the applicability and length
of lookback periods, the applicability of breakage provisions, and
other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to
reflect the adoption and implementation of any such rate and
to permit the administration thereof by the Administrative Agent in a manner substantially consistent
with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is
not administratively feasible or if the Administrative Agent determines that no market practice for the
administration of any such rate exists,
in such other manner of administration as the Administrative Agent
decides is reasonably necessary in connection with the administration of this Agreement and the other Loan
Documents).


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income or gross profits (however denominated)
or that are franchise Taxes or branch profits Taxes.


 


“Consolidated
Adjusted EBITDA” means, for any period, Consolidated Net Income for such period plus, without duplication and
to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income
tax expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions,
discounts and other fees and charges associated with Indebtedness (including the Loans and loans under the Term Loan
Agreement), plus expenses associated with the equity component of, and any mark-to-market losses with respect to, Convertible
Notes, (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill),
(e) any extraordinary charges or losses determined in accordance with GAAP, (f) non-cash stock option and other equity-based
compensation expenses and payroll tax expense related to stock option and other equity-based compensation expenses, (g) any
other non-cash charges, non-cash expenses or non-cash losses of the Borrower or any of its Restricted Subsidiaries for such
period, including any write-down of intangibles (excluding any such charge, expense or loss incurred in the ordinary course
of business that constitutes an accrual of, or a reserve for, cash charges for any future period), including, for the
avoidance of doubt, non-cash foreign currency translation losses and any unrealized losses in respect of Swap Agreements
(including non-cash losses related to currency remeasurement of Indebtedness); provided, however that cash payments
made in such period or in any future period in respect of such non-cash charges, expenses or losses (excluding any such
charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of, or a reserve for, cash
charges for any future period) shall be subtracted from Consolidated Net Income in calculating Consolidated Adjusted EBITDA
in the period when such payments are made, (h) transition, integration and similar fees, charges and expenses related
to acquisitions or dispositions, (i) restructuring charges or reserves including write-downs and write-offs, including any
one-time costs incurred in connection with acquisitions or dispositions and costs related to the closure, consolidation and
integration of facilities, information technology infrastructure and legal entities, and severance and retention bonuses; (j)
the amount of cost savings and synergies projected by the Borrower in good faith to be realized as a result of an acquisition
not prohibited hereunder, in each case within the four consecutive fiscal quarters following the consummation of such
acquisition (or following the consummation of the squeeze-out merger in the case of an acquisition structured as a two-step
transaction), calculated as though such cost savings and synergies had been realized on the first day of such period and net
of the amount of actual benefits received during such period from such acquisition; provided that (i) a duly completed
certificate signed by a Responsible Officer shall be delivered to the Administrative Agent certifying that such cost savings
and synergies are reasonably expected and factually supportable in the good faith judgment of the Borrower and (ii) no cost
savings or synergies shall be added pursuant to this clause (j) to the extent duplicative of any expenses or charges
otherwise added to Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, for such period
(provided that notwithstanding anything to the contrary, the amount that may be added back pursuant to clauses (h),
(i), (j) and (l) may not in the aggregate for any four fiscal quarter period exceed the greater of (x) $25,000,000 and
(y) 15% of Consolidated Adjusted EBITDA for such period (determined without giving effect to any such adjustment pursuant to
such clauses (h), (i), (j) and (l))), (k) costs, expenses, settlements and charges related to, arising out of or made in
connection with legal proceedings and regulatory matters (provided that the amount that may be added back pursuant to
this clause (k) may not in the aggregate for any four fiscal quarter period exceed the greater of (x) $25,000,000 and (y) 15%
of Consolidated Adjusted EBITDA for such period (determined without giving effect to any such adjustment pursuant to this
clause (k)), (l) costs, fees, charges and losses in respect of discontinued operations, (m) adjustments relating to purchase
price allocation accounting, and (n) fees and expenses directly related to the Transactions, the incurrence of any Specified
Indebtedness permitted hereunder, the offering of any Equity Interests by the Borrower (or Holdings, as applicable) and any
acquisition or disposition transactions, minus, to the extent included in the statement of such Consolidated
Net Income for such period (and without duplication), the sum of (a) interest income, (b) any extraordinary income or gains
determined in accordance with GAAP, and (c) any other non-cash income (excluding any items that represent the reversal of any
accrual of, or cash reserve for, anticipated cash charges in any prior period that are described in the parenthetical to
clause (g) above), including for the avoidance of doubt non-cash foreign currency translation gains (including non-cash gains
related to currency remeasurement of Indebtedness), mark-to-market gains in respect of Convertible Notes and unrealized gains
in respect of Swap Agreements, all as determined on a consolidated basis.



    	14



     

    



“Consolidated
Net Income” means, for any period, the net income or loss of the Borrower and its Restricted Subsidiaries for such period,
determined on a consolidated basis in conformity with GAAP; provided that there shall be excluded (a) the income of any
Person that is not a consolidated Restricted Subsidiary except to the extent of the amount of cash dividends or similar cash distributions
actually paid by such Person to the Borrower or, subject to clauses (b) and (c) below, any consolidated Restricted Subsidiary
during such period, (b) the income of, and any amounts referred to in clause (a) above paid to, any consolidated Restricted Subsidiary
of the Borrower to the extent that, on the date of determination, the declaration or payment of cash dividends or similar cash
distributions by such Restricted Subsidiary is not permitted without any prior approval of any Governmental Authority that has
not been obtained or is not permitted by the operation of the terms of the organizational documents of such Restricted Subsidiary,
any agreement or other instrument binding upon such Restricted Subsidiary or any law applicable to such Restricted Subsidiary,
unless such restrictions with respect to the payment of cash dividends and other similar cash distributions have been legally
and effectively waived, and (c) the income or loss of, and any amounts referred to in clause (a) above paid to, any consolidated
Restricted Subsidiary that is not


wholly-owned by the
Borrower to the extent such income or loss or such amounts are attributable to the noncontrolling interest in such consolidated
Restricted Subsidiary.


 


“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.


 


“Convertible
Notes” means debt securities that are convertible into or exchangeable for any combination of Equity Interests and/or cash.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment
period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Credit Parties”
has the meaning set forth in Section 9.12.



    	15



     

    



“Daily
Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to (i) for
any RFR Loan denominated in SterlingBritish
Pounds, SONIA for the day that is 3 RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business
Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately
preceding such RFR Interest Day, (ii) for any RFR Loan denominated in Swiss Francs, SARON for the day that is 3 RFR Business
Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is
not an RFR Business Day, the Business Day immediately preceding such RFR Interest Day (such RFR Business Day determined
pursuant to subclauses (A) and (B) of each of clauses (i) and (ii) above, the “RFR LookBack Day”), (iii)
if SONIA is not available for the RFR Lookback Day determined pursuant to clauses (i) and (ii) above, the Daily Simple RFR
for such RFR Lookback Day shall be the percentage rate per annum which is the aggregate of (I) the Central Bank Rate for such
RFR Lookback Day and (II) the applicable Central Bank Rate Adjustment or, (iv)
if clause


(iii) applies but the
Central Bank Rate for the applicable RFR Lookback Day is not available, the Daily Simple RFR for such RFR Lookback Day shall be
the percentage rate per annum which is the aggregate of (I) the most recent Central Bank Rate for an RFR Business Day which is
no more than 3 RFR Business Days before that RFR Lookback Day and (II) the applicable Central Bank Rate Adjustment
. or (v) for any RFR Loan denominated in Singapore Dollars, SORA for the
day (such day, a “Singapore Dollar RFR Determination Day”) that is five RFR Business Days prior to (A) if such RFR
Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR
Business Day immediately preceding such RFR Interest Day, in each case, as such SORA is published by the SORA Administrator on
the SORA Administrator’s Website; provided that if by 5:00 p.m. (Singapore time)
on the second RFR Business Day immediately following any Singapore Dollar RFR Determination Day,
SORA in respect of such Singapore Dollar RFR Determination Day has not been published on the SORA Administrator’s Website
and a Benchmark Replacement Date with respect to SORA has not occurred, then SORA for such Singapore Dollar RFR Determination
Day will be SORA as published in respect of the first preceding RFR Business Day for which such SORA was published on the SORA
Administrator’s Website; provided further that SORA as determined pursuant to this proviso shall be utilized for purposes
of calculation of Daily Simple RFR for no more than three consecutive RFR Interest Days.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established
by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental
Body for determining “Daily Simple SOFR” for syndicated business loans; provided that, if the Administrative
Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative
Agent may establish another convention in its reasonable discretion.


 


“DB”
means Deutsche Bank Securities Inc.


 


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


 


“Declining Lender”
has the meaning set forth in Section 2.19.


 


“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.



    	16



     

    



“Defaulting
Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its
Loans within two Business Days of the date such Loans were required to be funded hereunder, unless such Lender notifies the
Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith
determination that one or more conditions precedent to such funding (each of which conditions precedent, together with any
applicable default, shall be specifically identified in such writing) has not been satisfied, (ii) fund any portion of its
participation in any Letter of Credit or (iii) pay to the Administrative Agent, any Issuing Bank or any other Lender any
other amount required to be paid by it hereunder within three Business Days of the date when due, (b) has notified the
Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or
has made a public statement to that effect (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 good faith 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) has failed, within three Business Days after
written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the
Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease
to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent
and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding
under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee
for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or
assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such
a capacity, or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent
company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with
immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts
or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under
clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a
Defaulting Lender (subject to Section 2.17(b)) upon delivery of written notice of such determination to the Borrower
and each Lender.


 


“Disclosure
Letter” means the disclosure letter, dated as of the date hereof, as amended or supplemented from time to time pursuant
to the terms of this Agreement.


 


“Disqualified
Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests
into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or
is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise,
(ii) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part,
or (iii) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified
Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date applicable at the time of issuance thereof,
except, in the case of clauses (i) and (ii), if as a result of a change of control, fundamental change or asset sale, so long
as any rights of the holders thereof upon the occurrence of such a change of control, fundamental change or asset sale event are
subject to the prior expiration or termination of the Commitments, the payment in full of the principal of and interest on each
Loan and all fees payable hereunder and the cancellation or expiration or Cash Collateralization of all Letters of Credit.



    	17



     

    



“Disqualified
Institution” means (a) any Person that has been identified in writing to the Administrative Agent prior to the
Amendment No. 5 Effective Date as a “Disqualified Institution”, (b) any Person that is a competitor of the
Borrower or any of its Subsidiaries that has been identified in writing to the Administrative Agent from time to time as a
competitor and a “Disqualified Institution” by the Borrower (each, a “Competitor”), (c) any
Person with a long term unsecured credit rating of less than BBB- by S&P or Fitch Ratings Ltd. (or any successor thereto)
or less than Baa3 by Moody’s, (d) any hedge fund that directly or indirectly holds any equity or debt instruments
issued by any Competitor and (e) any Person (including an Affiliate or Approved Fund of a
Lender) whose primary activity is (i) the trading or acquisition of distressed debt or (ii) “loan to own”
investment strategies; provided that (i) any Person that becomes a “Disqualified Institution” after the
applicable Trade Date with respect to an assignment or participation shall not retroactively be deemed a “Disqualified
Institution” for purposes of such assignment or participation or any previously acquired assignment or participation
(but such Person shall not be able to increase its Commitments or participations hereunder), (ii) such assignment or
participation and, in the case of an assignment, the execution by the Borrower of an Assignment and Assumption with
respect to such assignee, will not by itself result in such assignee no longer being considered a “Disqualified
Institution”; provided, however, that, in each case, the term “Disqualified Institution” shall not include
any person that has been identified in writing to the Administrative Agent from time to time by the Borrower as no longer
constituting a “Disqualified Institution” and (iii) clause (c)   and
(e) above shall not apply at any time that a Specified Event of Default has occurred and is continuing.


 


“Dollar
Equivalent” means, at any time, (a) with respect to any amount denominated in dollars, such amount and (b) with respect
to any amount denominated in any Permitted Foreign Currency, the equivalent amount thereof in dollars at such time as determined
in accordance with Section 1.06(a) using the Exchange Rate with respect to such Permitted Foreign Currency at the time in effect
under the provisions of such Section (except as otherwise expressly provided in Section 2.20(d)).


 


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


 


“Domestic
Restricted Subsidiary” means any Domestic Subsidiary that is a Restricted Subsidiary.


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States, excluding
(x) any such Subsidiary substantially all of the assets of which consist of Equity Interests in one or more Subsidiaries that
are “controlled foreign corporations” within the meaning of Section 957 of the Code and whose liabilities are less
than 50% of the value of such equity interests and (y) any such Subsidiary that is owned (directly or indirectly) by a Subsidiary
that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.


 


“Ear
ly Opt-in Election” means, if the then-current Benchmark is LIBO Rate, the occurrence of:


 


(1)           
a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each
of the other parties hereto that at least ten currently outstanding U. S. dollar-denominated syndicated credit facilities at such
time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other
rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly
available for review), and


 


(2)            the joint election by the Administrative Agent and
the Borrower to trigger a fallback from LIBO Rate and the provision
by the Administrative Agent of written notice of such election to the Lenders.


 


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



    	18



     

    


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


 


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


 


“Effective
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with
Section 9.02).


 


“Engagement
Letter” means that certain Engagement Letter, dated as of June 18, 2015, by and among the Borrower and the Arrangers.


 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation
or reclamation of natural resources, the generation, use, handling, transportation, storage, treatment, disposal, management,
release or threatened release of any Hazardous Material or to health and safety matters.


 


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


 


“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; provided that Equity Interests shall not include any Convertible
Notes.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.


 


“ERISA
Affiliate” means any person that for purposes of Title I or Title IV of ERISA or Section 412 of the Code would be deemed
at any relevant time to be a single employer or otherwise


aggregated with the
Borrower or a Restricted Subsidiary under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.


 


“ERISA
Event” means any one or more of the following: (a) any reportable event, as defined in Section 4043 of ERISA, with
respect to a Plan, as to which the PBGC has not waived under subsection .22, .23, .25, .26, .27, .28, .29, .30, .31,
..32, .34 or .35 of PBGC Regulation Section 4043 the requirement of Section 4043(a) of ERISA that it be notified of such
event; (b) the termination of any Plan under Section 4041(c) of ERISA; (c) the institution of proceedings by the PBGC under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (d) the failure to
make a required contribution to any Plan that would result in the imposition of a lien or other encumbrance or the provision
of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance; (e)
the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not
waived; or a determination that any Plan is, or is expected to be, considered an at-risk plan within the meaning of Section
430 of the Code or Section 303 of ERISA; (f) engaging in a non-exempt prohibited transaction within the meaning of Section
4975 of the Code or Section 406 of ERISA with respect to a Plan; (g) the complete or partial withdrawal of any Borrower,
Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan which results in the imposition of Withdrawal
Liability or the reorganization or insolvency under Title IV of ERISA of any Multiemployer Plan or (h) a determination that
any Multiemployer Plan is in endangered or critical status under Section 432 of the Code or Section 305 of ERISA.



    	19



     

    



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


 


“EURIBO
Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a EURIBOR Borrowing, the rate
per annum determined by the Administrative Agent on the basis of the rate for deposits in such currency for a period equal
to such Interest Period commencing on the first day of such Interest Period as administered by the Banking Federation of the European
Union (or any other Person that takes over the administration of such rate) appearing on Reuters Screen EURIBOR01 page (or any
successor page) as of approximately 11:00 a.m., Brussels, Belgium time, on such Interest Rate Determination Date; provided
that, in the event such rate does not appear on such page or service or if such page or service shall cease to be available,
the EURIBO Rate shall be determined by the Administrative Agent by reference to such other comparable publicly available service
for displaying EURIBO rates as may be selected by the Administrative Agent, or, in the absence of such availability, the arithmetic
mean of the rates (rounded upward to the nearest 1/100th of 1%) as supplied to the Administrative Agent at its request and quoted
by the reference banks appointed by the Administrative Agent in consultation with the Borrower to leading banks who consent to
such appointment in the Euro interbank market for deposits in Euros of a duration equal to the duration of such Interest Period,
on such Interest Rate Determination Date.


 


“EURIBOR”,
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 Adjusted EURIBO Rate.


 


“Euro”
or “€” means the single currency of the European Union as constituted by the Treaty on European Union and as
referred to in the EMU Legislation.


 


“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 Adjusted LIBO Rate.


 


“Event of Default”
has the meaning set forth in Article 7.


 


“Exchange
Rate” means, on any day, with respect to the applicable Permitted Foreign Currency, the rate at which such currency
may be exchanged into dollars, as set forth at approximately 11:00 a.m., London time, on such day on the Reuters World
Currency Page “FX=” for such currency. In the event that such rate does not appear on any Reuters World Currency
Page, then the Exchange Rate shall be determined by reference to such other publicly available service for displaying
exchange rates as may be agreed upon by the Administrative Agent and the Borrower or, in the absence of such agreement, such
Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the
market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00
a.m., London time, on such date for the purchase of dollars for delivery two Business Days later; provided that if at
the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after
consultation with the Borrower, may use any reasonable and customary method it deems appropriate to determine such rate, and
such determination shall be presumed correct absent manifest error.



    	20



     

    



“Excluded
Collateral” means (a) any intent-to-use trademark application prior to the filing of a “Statement of Use”
or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if
any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use
trademark application under applicable federal law, (b) any commercial tort claims, (c) any Excluded IP, (d) any patent,
trademark or copyright or license or application in respect thereof, in each case to the extent the grant of a security
interest therein would violate or invalidate any license or other agreement with any person (other than the Borrower or any
Guarantor) relating to such patent, trademark or copyright or license or application in respect thereof or create a right of
termination in favor of any other party thereto (other than the Borrower or any Guarantor) after giving effect to the
applicable anti-assignment provisions of the Uniform Commercial Code (in each case to the extent the relevant limitation was
in existence on the date hereof or, in the case of any patent, trademark or copyright or license or application in respect
thereof that is created or acquired after the date hereof, on the date of creation or acquisition and not incurred in
contemplation of the provisions of this paragraph) or other applicable law, other than proceeds and receivables thereof, the
assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition, (e) Equity Interests
issued by (i) any Excluded Subsidiary, (ii) any Immaterial Subsidiary, (iii) any Foreign Subsidiary that is not a Material
Foreign Subsidiary or (iv) an entity described in clause (iii) of the definition of “Pledged Equity” in the U.S.
Security Agreement to the extent such entity shall have consummated any third party financing with respect to any real estate
owned by such entity that does not permit the Equity Interests of such entity to be pledged on the terms set forth in the
U.S. Security Agreement and (f) voting Equity Interests issued by any Foreign Subsidiary in excess of 66% (or, in the case of
Uber International C.V., 64%) thereof (or, solely in the case of this clause (f), such lesser percentage as is required (i)
by applicable law, (ii) by the organizational documents of such Foreign Subsidiary as in effect on the Effective Date (or, in
the case of any Foreign Subsidiary created or acquired after the Effective Date, at the time of such creation or
acquisition and so long as the relevant limitation was not entered into in contemplation of the provisions of this
definition) or (iii) to not result in material adverse tax consequences to the Borrower and its Subsidiaries); provided that
notwithstanding anything herein to the contrary, properties or assets of the Borrower or a Guarantor shall not constitute
Excluded Collateral to the extent they are pledged as collateral to secure any other Secured Specified
Indebtedness.


 


“Excluded
IP” has the meaning assigned to such term in the U.S. Security Agreement.


 


“Excluded Subsidiary” means (a)
any Unrestricted Subsidiary, (b) any Subsidiary that is prohibited by applicable law, rule or regulation or by any
contractual obligation to which such Subsidiary is a party or by which it or any of its property or assets is bound from
guaranteeing the Obligations; provided that any such agreement, instrument or other undertaking (i) is in existence on
the Effective Date (or, with respect to a Subsidiary created or acquired after the Effective Date, as of the date of such
creation or acquisition) and (ii) in the case of a Subsidiary created or acquired after the Effective Date, was not entered
into in connection with, or in contemplation of, such acquisition or the provisions of this definition) and (c) any
Subsidiary with respect to which guaranteeing the Obligations would require consent, approval, license or authorization from
any Governmental Authority, unless such consent, approval, license or authorization has been obtained.




    	21



     

    

“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion
of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or
any Guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of
the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s
failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and
the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest would have become
effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap,
such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee
or security interest is or becomes illegal or unlawful.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to the Administrative Agent or any Lender or required
to be withheld or deducted from a payment to the Administrative Agent or any Lender: (a) Taxes imposed on (or measured by) its
net income or gross profit, franchise Taxes, and branch profits Taxes, in each case (i) imposed by the jurisdiction (or any political
subdivision thereof) 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 otherwise are Other Connection Taxes, (b) in
the case of a Lender, any United States withholding Tax that is imposed on amounts payable to or for the account of such Lender
with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which such Lender becomes
a party to this Agreement (other than pursuant to an assignment request of the Borrower under Section  2.16) 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
Tax pursuant to Section 2.14(a), (c) Taxes attributable to Administrative Agent’s or such Lender’s failure
to comply with Section 2.14(f) and (d) any


U.S. withholding
Taxes imposed under FATCA.


 


“Executive
Order” has the meaning set forth in Section 3.15(a).


 


“Extending Lender” has the meaning set forth in
Section 2.19.


 


“Extension
Agreement” means an extension agreement entered into pursuant to Section 2.19 in form and substance reasonably satisfactory
to the Administrative Agent.


 


“Extension
Notice” has the meaning set forth in Section 2.19.


 


“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) and any current or future regulations or official interpretations thereof,
any agreements entered into pursuant to Section 1471(b)(1) of the Code or any published intergovernmental agreement and any fiscal
or regulatory legislation, rules or official practices adopted pursuant to any published intergovernmental agreement entered into
in connection with the implementation of such Sections of the Code.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, (15 U.S.C. §§ 78dd-1, et seq.) as amended.



    	22



     

    



“Federal
Funds Effective 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 or, if no such rate is so published on any day that is a Business Day,
the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it; provided that if the relevant screen rate shall be less than zero, such
rate shall be deemed to be zero for purposes of this Agreement.


 


“Federal
Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Financial
Officer” means the chief financial officer, principal accounting officer, vice president of finance or corporate controller
or most senior financial officer of the Borrower.


 


“First
Lien Intercreditor Agreement” means (a) the Term Loan Intercreditor Agreement and (b)   any
other First Lien Intercreditor Agreement among the Administrative Agent and one or more Senior Representatives for holders of
Indebtedness secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the
Secured Obligations, in form and substance reasonably satisfactory to the Administrative Agent (it being agreed that the form
attached as Exhibit A to Amendment No. 4 shall be reasonably satisfactory to the Administrative Agent).


 


“
Floor ” means,
for the Loans or any tranche thereof, as applicable, the benchmark rate floor (which may be zero), if any, provided for in this
Agreement with respect to the Adjusted LIBO
RateTerm SOFR as determined for the Loans or such tranche thereof,
as applicable; provided that the Floor as of the Amendment No. 89
Effective Date shall be 00.00%.


 


“Foreign
Lender” means any Lender whose interest in any Obligation is treated for U.S. federal income tax purposes as owned by a
Person that is not a U.S. Person.


 


“Foreign Subsidiary”
means any Subsidiary that is not a Domestic Subsidiary.


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender’s
Applicable Percentage of the Letter of Credit Usage other than Letter of Credit Usage as to which such Defaulting Lender’s
participation obligation has been reallocated to other Non-Defaulting Lenders or Cash Collateralized in accordance with the terms
hereof.


 


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


 


“Goldman Sachs” means Goldman Sachs Lending
Partners LLC.


 


“Governmental
Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or
Governmental Authority.


 


“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).



    	23



     

    



“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 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 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; provided, that the term Guarantee
shall not include endorsements for collection or deposit in the ordinary course of business, or customary indemnification
obligations entered into in connection with any acquisition or disposition of assets or of other entities (other than to the
extent that the primary obligations that are the subject of such indemnification obligation would be considered Indebtedness
hereunder).


 


“Guarantor”
means (a) any Material Domestic Subsidiary of the Borrower that has delivered a Guaranty or a joinder agreement to a Guaranty
pursuant to Section 5.10 hereof and (b) upon the consummation of any Permitted Holdco Transaction and the delivery of a
Holdings Guaranty pursuant to Section 5.11 by Holdings, Holdings.


 


“Guaranty”
means a guaranty agreement in substantially the form of Exhibit E-1 hereto.


 


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


 


“Hedge
Bank” means any Person that is a counterparty to a Secured Hedge Agreement with a Loan Party or any Restricted Subsidiary,
in its capacity as such, and that either (i) is a Lender, the Administrative Agent or an Affiliate of any of the foregoing at
the time it enters into such a Secured Hedge Agreement, in its capacity as a party thereto or (ii) becomes a Lender, the Administrative
Agent or an Affiliate of the foregoing after it has entered into such a Secured Hedge Agreement; provided that no such
Person (except the Administrative Agent) shall be considered a Hedge Bank until such time as it shall have delivered written notice
to the Administrative Agent that such a transaction has been entered into and that such Person constitutes a Hedge Bank entitled
to the benefits of the Security Documents.


 


“Hedging
Obligations” means, with respect to any Person, the obligations of such Person under Swap Agreements.


 


“HIBOR”
means, in relation to any HIBOR Loan, the rate per annum equal to the Hong Kong Interbank Offered Rate (or a comparable or successor
rate which rate is approved by the Administrative Agent), as published on the applicable Bloomberg screen page (or such other
commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at
or about 11.00 a m (Hong Kong time) on the applicable Interest Rate Determination Date with a period comparable to the applicable
Interest Period; provided that in no event shall HIBOR he less than 0.00%.


 


“HIBOR
Borrowing” refers to a Borrowing hearing interest at a rate determined by reference to HIBOR


 


“HIBOR Loan”
refers to a Loan bearing interest at a rate determined by reference to HIBOR.


 


“Hong
Kong Dollars” means the lawful currency of the Hong Kong Special Administrative Region of the People’s Republic of
China.




    	24



     

    


“Holdings”
shall have the meaning set forth in the definition of “Permitted Holdco Transaction”.


 


“Holdings Guaranty”
means a guaranty agreement in substantially the form of Exhibit E-2 hereto.


 




“HSBC”
means HSBC Securities (USA) Inc.


 


“Immaterial
Subsidiary” means, at any date of determination, any direct or indirect Domestic Subsidiary of the Borrower or, after
a Permitted Holdco Transaction, Holdings, other than (a) any Excluded Subsidiary and (b) any Domestic Subsidiary that has
been designated by the Borrower by written notice to the Administrative Agent as being a “Material Domestic
Subsidiary” from time to time, at any date of determination, (i) whose total assets as of the most recent available
quarterly or year-end financial statements do not exceed 5% of the Total Assets at such date and (ii) whose revenues for the
most recently ended four-quarter period for which financial statements are available do not exceed 5% of the consolidated
revenues of the Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP; provided that
(A) the total assets of all such Immaterial Subsidiaries as of the most recent available quarterly or year-end financial
statements shall not exceed 30% of the Total Assets at such date and (B) the revenues of all such Immaterial Subsidiaries for
the most recently ended four-quarter period for which financial statements are available shall not exceed 30% of the
consolidated revenues of the Borrower and its Subsidiaries for such period, in each case determined in accordance with
GAAP.


 


“Increased
Amount Date” has the meaning set forth in Section 2.18(a).


 


“Incremental Available Amount” means, on
any date of determination, (a) $1,000,000,0001,500,000,000, plus,
(b) any additional or other amount, so long as, solely in this case of this clause (b) and subject to Section 1.07,
the Borrower has provided the financial statements described in Section 5.01(e) as of and for the most recently ended
Measurement Period for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b)
and the Senior Secured Net Leverage Ratio does not exceed 2.50 to 1.00, determined on a pro forma basis after giving effect
to such New Commitments as of such Measurement Period and treating any New Commitments or Specified Indebtedness consisting
of a revolving credit facility incurred on such date (or, in the case, of a Limited Conditionality Acquisition, to be
incurred in connection with such acquisition) as fully drawn; provided that Senior Secured Indebtedness shall be
determined without taking into account any cash or Cash Equivalents constituting proceeds of any Loans made under any New
Commitments or Specified Indebtedness to be provided on such date (or, in the case, of a Limited Conditionality Acquisition,
to be incurred in connection with such acquisition) that may otherwise reduce the amount of Senior Secured Indebtedness for
purposes of determining the Senior Secured Net Leverage Ratio; provided, further, that subject to Section 1.07, the
Incremental Available Amount shall not exceed an amount that would cause the principal amount of outstanding Secured
Specified Indebtedness to exceed the amount permitted by Section 6.02(r).



    	25



     

    



“Indebtedness”
of any Person at any date means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of property or services (other than current trade payables
incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other
title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller
or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital
Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or
applicant under or in respect of bankers’ acceptances, letters of credit, surety bonds or similar arrangements, (g) all
Guarantees of such Person in respect of obligations of the kind referred to in clauses (a) through (f) above, and (h) all
obligations of the kind referred to in clauses (a)   through
(g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be
secured by) any Lien on property (including accounts and contract rights) owned or acquired by such Person, whether or
not such Person has assumed or become liable for the payment of such obligation. 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 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 expressly 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 (a), Other Taxes.


 


“Indemnitee” has the meaning set forth in Section 9.03(b).


 


“Information” has the meaning set forth in Section 9.12(a).


 




“Intercreditor
Agreement” means the Term Loan Intercreditor Agreement, any First Lien Intercreditor Agreement or any Second Lien Intercreditor
Agreement, and “Intercreditor Agreements” means each of the foregoing collectively.


 


“Interest Election
Request” has the meaning set forth in Section 2.05(b).


 


“Interest
Payment Date” means (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December,
(b) with respect to any EurodollarTerm SOFR
Loan, EURIBOR Loan, HIBOR Loan, SIBOR Loan, Australian Bank Bill Rate
Loan, Canadian BA Rate Loan or TIBOR Loan, the last Business Day of the Interest Period applicable to the Borrowing of which such
Loan is a part, in the case of a EurodollarTerm
SOFR Borrowing, EURIBOR Borrowing, HIBOR Borrowing, SIBOR Borrowing,
Australian Bank Bill Rate Borrowing, Canadian BA Rate Borrowing or TIBOR 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 RFR Loan, (1) the last Business Day of each calendar
month and (2) the Maturity Date.


 


“Interest
Period” means, with respect to any EurodollarTerm
SOFR Borrowing, EURIBOR Borrowing, HIBOR Borrowing, SIBOR
Borrowing, Australian Bank Bill Rate Borrowing, Canadian BA Rate Borrowing or TIBOR Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three
or six months (or, with the consent of each Lender, twelve months or less than one month) thereafter, as the Borrower may
elect, in each case, to the extent such interest period is available for such Borrowing; provided that (i) if any
Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day and (ii)   any
Interest Period pertaining to a EurodollarTerm
SOFR Borrowing, EURIBOR Borrowing, HIBOR Borrowing, SIBOR Borrowing, Australian
Bank Bill Rate Borrowing, Canadian BA Rate Borrowing or TIBOR 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 thereafter shall be the effective date
of the most recent conversion or continuation of such Borrowing.



    	26



     

    



“Interest
Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first
day of such Interest Period.


 


“IPO”
means a bona fide underwritten sale to the public of common stock of the Public Company pursuant to a registration statement (other
than on Form S-8 or any other form relating to securities issuable under any benefit plan of the Borrower or any of its Subsidiaries,
as the case may be) that is declared effective by the SEC.


 


“IRS” means
the U.S. Internal Revenue Service.


 


“
ISDA Definitions” means
the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as
amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from
time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“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.Chamber of Commerce Publication No. 590 (or
such later version thereof as may be acceptable to the applicable Issuing Bank and in effect at the time of issuance of such Letter
of Credit).


 


“Issuing
Bank” means each Lender (or affiliate thereof) with a Letter of Credit Issuer Sublimit on Schedule 2.01 hereof, as
Issuing Bank hereunder, and any other Lender (or affiliate thereof) that shall agree in writing, at the request of the Borrower
and with the consent of the Administrative Agent, to become an “Issuing Bank”, in each case together with its permitted
successors and assigns in such capacity.


 


“Japanese
Yen” or “¥” mean the lawful currency of Japan.


 


“Joinder
Agreement” means a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative
Agent.


 


“JPMorgan”
means JPMorgan Chase Bank, N.A.


 


“Judgment
Currency” has the meaning specified in Section 9.20.


 


“Junior
Debt Prepayment” means making (or giving any notice in respect thereof) any voluntary or optional payment or prepayment
on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control
or similar event of, any Indebtedness (other than Indebtedness among the Borrower and its Subsidiaries) outstanding under any
Convertible Notes or any Subordinated Indebtedness.


 


“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 a standby letter of credit issued or to be issued by an Issuing Bank pursuant to this Agreement in
such form and substance as may be approved from time to time by the applicable Issuing Bank. Letters of Credit will only be
issued in dollars or any other Permitted Foreign Currency.



    	27



     

    



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


 


“Letter of Credit
Fee” has the meaning set forth in Section 2.09.


 


“Letter
of Credit Issuer Sublimit” means (i) with respect to each Issuing Bank as of the Effective Date, as set forth on Schedule
2.01, and (ii) with respect to any other Issuing Bank, an amount as shall be agreed to by the Administrative Agent, such Issuing
Bank and the Borrower.


 


“Letter
of Credit Sublimit” means the lesser of (i) $1,000,000,000 and (ii) the aggregate unused amount of the Revolving Commitments
then in effect.


 


“Letter
of Credit Usage” means, as at any date of determination, the sum of (i) the Dollar Equivalent of the maximum aggregate amount
which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding and (ii) the
Dollar Equivalent of the aggregate amount of all drawings under Letters of Credit honored by an Issuing Bank and not theretofore
reimbursed by or on behalf of the Borrower. The Letter of Credit Usage of any Lender at any time shall be such Lender’s
Applicable Percentage of the aggregate Letter of Credit Usage at such time.


 


“LIBO
Rate” means, for any Interest Rate Determination Date with respect to an Interest Period (or, solely for
purposes of clause (iii) in the defined term “Alternate Base Rate,” for purposes of determining the
Alternate Base Rate as of any date) for a Eurodollar Borrowing in any currency, the rate per annum determined
by the Administrative Agent on the basis of the rate for deposits in such currency for a period equal to such
Interest Period commencing on the first day of such Interest Period as administered by the ICE Benchmark Administration
(or any other Person that takes over the administration of such rate for the relevant currency) appearing on
Reuters Screen LIBORO1 page (or  any successor page) as of approximately 11:00 a.m., London, England time, on
such Interest Rate Determination Date; provided that, in the event such rate does not appear on such page
or service or if such page or service shall cease to be available, the LIBO Rate shall be determined by the Administrative
Agent by reference to such other comparable publicly available service for displaying LIBO rates as may be selected
by the Administrative Agent, or, in the absence of such availability, the arithmetic mean of the rates (rounded
upward to the nearest 1/100th of 1%) as supplied to Administrative Agent at its request  and quoted by the reference
banks appointed by the Administrative Agent in consultation with the Borrower to leading banks who consent to
such appointment in the London interbank market for deposits in such currency of a duration equal to the duration
of such Interest Period, on such Interest Rate Determination Date.


 


“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, and (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.


 


“Limited
Conditionality Acquisition” means any acquisition whose consummation is not conditioned on (a) the availability of, or on
obtaining, third party financing , (b) the receipt of proceeds of any investment or (c) the redemption or repayment of indebtedness
requiring irrevocable notice in advance of such redemption or repayment.




    	28



     

    

“Liquidity”
means, as of any date of determination, the mean average of the sum of the following amounts as of the last Business Day of each
calendar month (each, a “Monthly Measurement Date”) during the preceding fiscal quarter of the Borrower: (x) consolidated
cash and Cash Equivalents of Borrower and its Subsidiaries as of such Monthly Measurement Date (including cash and Cash Equivalents
of Unrestricted Subsidiaries, but excluding cash or Cash Equivalents that (i) would appear (or would be required to appear) as
“restricted” on the consolidated balance sheet of Borrower or (ii) are subject to any Lien as of such Monthly Measurement
Date, other than non-consensual Liens arising by operation of law or Liens permitted under Section 6.02(k)), plus (y) the
Revolving Commitments in effect as of such Monthly Measurement Date, minus (z) the Aggregate Total Exposure as of such
Monthly Measurement Date.


 


“Loan
Documents” means this Agreement (including any amendment hereto or waiver hereunder), the Notes (if any), the Security Documents,
any First Lien Intercreditor Agreement, any Second Lien Intercreditor Agreements, any Joinder Agreement, any Extension Agreement,
any Guaranty, any instrument of joinder to any Guaranty delivered pursuant to Section 5.10, any Holdings Guaranty, the
Agent Fee Letter, any other agreement, instrument or document executed after the date hereof and designated by its terms as a
Loan Document and any agreements, documents or certificates executed by the Borrower in favor of the applicable Issuing Bank relating
to Letters of Credit.


 


“Loan Parties”
means the Borrower and the Guarantors.


 


“Loans” means the Revolving Loans.


 


“Local
Time” means (a) with respect to any Loan or Borrowing denominated in dollars or Canadian Dollars or any Letter of Credit
denominated in dollars or Canadian Dollars, New York City time, (b) with respect to any Loan or Borrowing denominated in a Permitted
Foreign Currency or any Letter of Credit denominated in a Permitted Foreign Currency (in each case other than Canadian Dollars,
Hong Kong Dollars, Singapore Dollars or Australian Dollars), London time, (c) with respect to any Loan or Borrowing denominated
in Australian Dollars or any Letter of Credit denominated in Australian Dollars, Sydney time, (d) with respect to any Loan or
Borrowing denominated in Hong Kong Dollars or any Letter of Credit denominated in Hong Kong Dollars, Hong Kong time, and (e) with
respect to any Loan or Borrowing denominated in Singapore Dollars or any Letter of Credit denominated in Singapore Dollars, Singapore
time.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, property, financial condition or results of operations
of the Borrower and the Restricted Subsidiaries taken as a whole, or (b) the rights of or remedies available to the Agents and
the Lenders under this Agreement, any Guaranty, any Holdings Guaranty or any Security Document (other than due to the action or
inaction of the Agents or the Lenders).


 


“Material
Domestic Subsidiary” means a wholly-owned Domestic Subsidiary that is not an Immaterial Subsidiary or an Excluded Subsidiary.


 


“Material
Foreign Subsidiary” means any Foreign Subsidiary that is a direct Subsidiary of the Borrower or any Guarantor (i) whose
total assets (together with those of its consolidated subsidiaries) as of the most recent available quarterly or year-end financial
statements exceed 5% of the Total Assets at such date and (ii) whose revenues (together with those of its consolidated subsidiaries)
for the most recently ended four-quarter period for which financial statements are available exceed 5% of the consolidated revenues
of the Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP.




    	29



     

    

“Material
Indebtedness” means Indebtedness (other than any Indebtedness under the Loan Documents and other than Indebtedness among
Holdings, the Borrower and their Subsidiaries), or obligations in respect of one or more Swap Agreements, of any one or more of
Holdings, the Borrower and its Restricted Subsidiaries in a principal amount exceeding $150,000,000. For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of Holdings, the Borrower or any Restricted Subsidiary
in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that
Holdings, the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


 


“Maturity
Date” means June 13April 4, 20232027,
as such date may be extended pursuant to Section 2.19.


 


“Maximum Rate”
has the meaning set forth in Section 9.13.


 


“Measurement
Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower
ended on such date.


 


“Monthly Measurement
Date” has the meaning set forth in the definition of “Liquidity”.


 


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


 


“MSSF” means
Morgan Stanley Senior Funding, Inc.


 


“Multiemployer
Plan” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is contributed to by (or to which there
is or could be an obligation to contribute of) the Borrower or a Restricted Subsidiary or an ERISA Affiliate, and each such plan
for the five- year period immediately following the latest date on which the Borrower, or a Restricted Subsidiary or an ERISA
Affiliate contributed to or had an obligation to contribute to such plan.


 


“New Commitments”
has the meaning set forth in Section 2.18(a).


 


“New Extending Lender” has the meaning set forth in Section
2.19.


 


“New Lender” has the meaning set forth in Section 2.18(a).


 


“New Loan”
has the meaning set forth in Section 2.18(b).


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders
or all affected Lenders in accordance with the terms of Section 9.02 and (ii) has been approved by the Required Lenders.


 


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


 


“Non-Public
Information” means information that has not been disseminated in a manner making it available to investors generally, within
the meaning of Regulation FD.


 


“Non-U.S.
Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program
established, contributed to (regardless of whether through direct contributions or through employee withholding) or
maintained outside the United States by the Borrower or one or more Restricted Subsidiaries primarily for the benefit of
employees of the Borrower or such Restricted Subsidiaries residing outside the United States, which plan, fund or
other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.



    	30



     

    



“Non-U.S.
Pledge Agreement” means any pledge agreement governed by the laws of a jurisdiction other than the United States in favor
of the Administrative Agent, for the benefit of the Secured Parties, which shall provide for the grant of a first-priority security
interest (subject to Permitted Liens) to the Administrative Agent, for the benefit of the Secured Parties, in the Collateral consisting
of the Equity Interests of a Material Foreign Subsidiary (other than Excluded Collateral), which shall be in form and substance
reasonably satisfactory to the Administrative Agent.


 


“Note” has
the meaning set forth in Section 2.07(e).


 


“Obligations”
means all amounts owing by any Loan Party to the Administrative Agent, any Issuing Bank or any Lender pursuant to the terms of
this Agreement or any other Loan Document (including all interest which accrues after the commencement of any case or proceeding
in bankruptcy after the insolvency of, or for the reorganization of the Borrower or any of its Subsidiaries, whether or not allowed
in such case or proceeding) and any and all other amounts owed by any Loan Party under the Loan Documents, including in favor
of and amounts owed to Indemnitees.


 


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


 


“Other
Taxes” means any and all present or future stamp, court or documentary taxes or any other excise, property, intangible,
recording, filing or similar Taxes which arise from any payment made, from the execution, delivery, performance, enforcement or
registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement and
the other Loan Documents; excluding, however, such Taxes that are Other Connection Taxes imposed with respect to an assignment
(other than such taxes imposed with respect to an assignment that occurs as a result of the Borrower’s request pursuant
to Section 2.16(b)).


 


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


 


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


 


“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” within the meaning of Section 3(2) of ERISA, other than a Multiemployer
Plan, that is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA and is maintained in whole or in part
by the Borrower, any Restricted Subsidiary or any ERISA Affiliate or with respect to which any of the Borrower, any Restricted
Subsidiary or any ERISA Affiliate has actual or contingent liability.




    	31



     

    

“Periodic
Term SOFR Determination Day” has the meaning set forth in the definition
of “Term SOFR”,


 


“Permitted Encumbrances”
means:


 


(a)            Liens imposed by law for taxes, assessments or governmental charges or levies that are not yet delinquent or are being
contested in compliance with Section 5.04;


 


(b)            carriers’, warehousemen’s, mechanics’ , materialmen’s, landlord’s, supplier’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 60 days or are being contested in good faith;


 


(c)            pledges and deposits made (i) in the ordinary course of business in compliance with workers’ compensation, unemployment
insurance and other social security laws or regulations or employment laws or to secure other public, statutory or regulatory
obligations and


(ii) in respect of
letters of credit, bank guarantees or similar instruments issued for the account of Holdings, Borrower or any Subsidiary in the
ordinary course of business supporting obligations of the type set forth in clause (c)(i) above;


 


(d)            pledges and deposits (i) to secure the performance of bids, trade and commercial contracts (including insurance contracts),
leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case
incurred in the ordinary course of business and (ii) in respect of letters of credit, bank guarantees or similar instruments issued
for the account of Holdings, Borrower or any Subsidiary in the ordinary course of business supporting obligations of the type
set forth in clause (d)(i) above;


 


(e)            judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.01(k) and Liens
securing appeal or surety bonds related to such judgments;


 


(f)            easements,
zoning restrictions, rights-of-way, building ordinances, encroachments, title defects and other irregularities, governmental restrictions
on the use of property or conduct of business and Liens in favor of Governmental Authorities and similar encumbrances on real
property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially
detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Restricted
Subsidiary; and


 


(g)           Uniform
Commercial Code financing statements filed (or similar filings under applicable law) solely as a precautionary measure in connection
with operating leases.


 


“Permitted
Foreign Currency” means, with respect to any Loans or Letter of Credit, Australian Dollars, British Pounds, Canadian Dollars,
Euros, Hong Kong Dollars, Japanese Yen, Singapore Dollars, Swiss Francs and any other foreign currency reasonably requested by
the Borrower from time to time and in which each Lender (in the case of Loans to be denominated in such other currency) and each
applicable Issuing Bank (in the case of any Letters of Credit to be denominated in such other currency) has reasonably agreed,
in accordance with its policies and procedures in effect at such time, to lend Loans or issue Letters of Credit as applicable.



    	32



     

    



“Permitted
Holdco Transaction” means a transaction or series of related transactions that cause 100% of the Equity Interests in
Borrower to be held by a newly-formed entity (“Holdings”); provided that (a) Holdings shall be organized
under the laws of any political subdivision of the United States and shall have complied with Section 5.11 and (b) but
for such Permitted Holdco Transaction, no Change in Control shall have occurred under clauses (a)(y) of the definition
thereof (based on the ownership of the Borrower prior to such transaction as compared to the ownership of Holdings after
giving effect to such Transaction), clause (b) of the definition thereof (based on the Holdings being the Public Company) or
clause (c) of the definition thereof.


 


“Permitted Liens”
means any Liens permitted pursuant to Section 6.02.


 


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


 


“Plan”
means any “employee benefit plan” as defined in Section 3 of ERISA (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 maintained or contributed to by the Borrower,
a Restricted Subsidiary or any ERISA Affiliate or to which the Borrower, a Restricted Subsidiary or an ERISA Affiliate has or
could have an obligation to contribute, and each such plan subject to the provisions of Title IV of ERISA or Section 412 of the
Code or Section 302 of ERISA for the five-year period immediately following the latest date on which the Borrower, a Restricted
Subsidiary or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to (or is deemed under Section
4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability
with respect to) such plan.


 


“Platform”
has the meaning set forth in Section 9.01(d).


 


“Prime
Rate” means the rate of interest the rate of interest published by the Wall Street Journal, from time to time, as the prime
rate. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.
The Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below
the Prime Rate.


 


“Principal
Office” for each of the Administrative Agent and any Issuing Bank, means the office of the Administrative Agent and such
Issuing Bank as set forth in Section 9.01(a), or such other office or office of a third party or sub-agent, as appropriate,
as such Person may from time to time designate to Borrower and each Lender upon two Business Days’ written notice.


 


“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.


 


“Public
Company” means, after the IPO, the Person that shall have issued Equity Interests pursuant to such IPO (such person being
either the Borrower or any direct parent company of the Borrower).


 


“Public
Lenders” means Lenders that do not wish to receive material non-public information with respect to the Borrower, the Subsidiaries
or its or their securities.


 


“Purchase
Money Indebtedness” means Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or
capital asset to the extent incurred prior to or within 270 days following such acquisition, construction or improvement.



    	33



     

    



“Qualified
Equity Interests” means Equity Interests other than Disqualified Equity Interests. 


 


“Reference
Time” with respect to any setting of the
then-current Benchmark means (1) if such Benchmark is the Adjusted LIBO Rate, 11:00 a.m. (London time) on the day that is two
London banking days preceding the date of such setting, and (2) if such Benchmark is not the Adjusted LIBO Rate, the time
determined by the Administrative Agent in its reasonable discretion.


 


“RBC”
means Royal Bank of Canada.


 


“Refinancing
Indebtedness” means refinancings, extensions, renewals, or replacements of Indebtedness so long as such refinancings, renewals,
or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other
than by the amount equal to premium or other amount paid, and fees and expenses incurred, in connection with such refinancing,
extensions, renewals or replacements and by the amount of unfunded commitments with respect thereto.


 


“Register”
has the meaning set forth in Section 9.04(b)(iv).


 


“Reimbursement Date” has the meaning set forth in Section
2.20(d).


 


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


 


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


 


“Removal
Effective Date” has the meaning set forth in Section 8.07(b).


 


“Representatives” has the meaning set forth
in Section 9.12.


 


“Required
Lenders” means, at any time, Lenders having more than 50% of the aggregate amount of the Revolving Commitments or, if the
Revolving Commitments shall have been terminated, holding more than 50% of the aggregate outstanding principal amount of the Revolving
Loans at such time. The Revolving Commitment and Loans of any Defaulting Lender and any Disqualified Institution shall be disregarded
in determining Required Lenders at any time.


 


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


 


“Responsible
Officer” means any of the President, Chief Executive Officer, Senior Vice President and the most senior financial officer
from time to time of the applicable Loan Party, or any person designated by any such Loan Party in writing to the Administrative
Agent from time to time, acting singly.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests in the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Equity Interests in the Borrower. For the avoidance of doubt, the receipt or
acceptance by the Borrower or any Restricted Subsidiary of the return of Equity Interests issued by the Borrower or any
Restricted Subsidiary to the seller of a Person, business or division as consideration for the purchase of such Person,
business or division, which return is in settlement of indemnification claims owed by such seller in connection with such
acquisition, shall not be deemed to be a Restricted Payment. For the avoidance of doubt, (a) the conversion of, or payment
for (including, without limitation, payments of principal and payments upon redemption or repurchase), or paying any
interest with respect to, any Convertible Notes, and (b) any intercompany investments, intercompany Indebtedness,
intercompany accounts payable and receivable, transfer pricing arrangements and any other intercompany payments shall not
constitute a Restricted Payment.



    	34



     

    




“Restricted
Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary.


 


“Revolving
Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans
hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Loans hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.06, (b) increased from time to time pursuant to Section
2.18, or (c) 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 Revolving Commitment as of the Effective Date is set forth on Schedule 2.01.
The initial aggregate amount of the Lenders’ Revolving Commitments as of the Amendment No. 5 Effective Date is
$2,270,000,000.


 


“RFR”
means, for any RFR Loan denominated in (a) British Pounds, SONIA and,
(b) Swiss Francs, SARON and (c) Singapore Dollars, SORA..


 


“RFR Borrowing”
means, as to any Borrowing, the RFR Loans comprising such Borrowing.


 


“RFR
Business Day” means, for any Loan denominated in (a) Dollars, any day except for (i) a
Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends
that the fixed income departments of its members be closed for the entire day for purposes of trading in United States
government securities, (b) British Pounds, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which
banks are closed for general business in London and (bc)
Swiss Francs,  any day except for (i) a Saturday, (ii) a Sunday, (iii) a day on which banks are closed
for the settlement of payments and foreign exchange transactions in Zurich and (iv) Singapore Dollars, any day
except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for the settlement of payments and foreign exchange
transactions in ZurichSingapore.


 


“RFR Interest
Day” has the meaning specified in the definition of “Daily Simple RFR”.


 


“RFR
Loan” means a Loan that bears interest at a rate based on the Adjusted Daily Simple RFR. For the avoidance of doubt, only
Loans denominated in British Pounds and, Swiss
Francs and Singapore Dollars shall bear interest at a rate based on the Adjusted
Daily Simple RFR.


 


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


 


“S&P”
means S&P Global Ratings, a division of S&P Global, Inc.


 


“Sanctioned
Country” means, at any time, (a) a country, region or territory which is the subject or target of comprehensive Sanctions
(including, without limitationas of the Amendment
No. 9 Effective Date, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine,
the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic), (b) an agency
of the government of a country, region or territory described in clause (a), or (c) an organization directly or indirectly controlled
by a country, region or territory described in clause (a) or its government.



    	35



     

    



“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by
the Office of Foreign Assets Control of the U.S. Department of the Treasury, by the U.S. Department of State or by the
United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the
United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a country, region or
territory which is the subject or target of comprehensive Sanctions, or (c) any Person owned 50% or more or controlled by any
such Person or Persons described in the foregoing clauses (a) and (b).


 


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


 


“SARON”
means, with respect to any Business Day, a rate per annum equal to the Swiss Average Rate Overnight for such Business Day published
by the SARON Administrator on the SARON Administrator’s Website.


 


“SARON
Administrator” means the SIX Swiss Exchange AG (or any successor administrator of the Swiss Average Rate Overnight).


 


“SARON
Administrator’s Website” means SIX Swiss Exchange AG’s website, currently at https://www.six-group.com, or any
successor source for the Swiss Average Rate Overnight identified as such by the SARON Administrator from time to time.


 


“SEC” means
the U.S. Securities and Exchange Commission.


 


“Second
Lien Intercreditor Agreement” means a Second Lien Intercreditor Agreement among the Administrative Agent and one or more
Senior Representatives for holders of Indebtedness secured by Liens on the Collateral that are junior to the Liens on the Collateral
securing the Secured Obligations, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower.


 


“Secured
Cash Management Agreement” means any agreement relating to Cash Management Services that is entered into by and between
the Borrower or any Restricted Subsidiary and a Cash Management Bank which is specified in writing by the Borrower to the Administrative
Agent as constituting a “Secured Cash Management Agreement” hereunder.


 


“Secured
Cash Management Obligations” means the obligations owed by the Borrower or any Restricted Subsidiary to any Secured Cash
Management Bank pursuant to Secured Cash Management Agreements.


 


“Secured
Hedge Agreement” means any agreement in respect of any Swap Agreement specified by the Borrower that (a) is entered into
by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank and (b) is specified in writing by the Borrower
to the Administrative Agent as constituting a “Secured Hedge Agreement” hereunder.


 


“Secured
Hedging Obligations” means the obligations owed by the Borrower or any Restricted Subsidiary to any Hedge Bank pursuant
to Secured Hedge Agreements.



    	36



     

    



“Secured
Obligations” means (a) the Obligations, (b) the Secured Hedging Obligations and (c) the Secured Cash Management
Obligations; provided that the term “Secured Obligations” shall not include any Excluded Swap Obligation.
Notwithstanding the foregoing, (i) unless otherwise agreed to by the Borrower and any Hedge Bank or any Cash Management Bank,
the obligations of the Borrower or any Restricted Subsidiary under any Secured Hedge Agreement or any Cash Management
Obligations shall be secured and guaranteed pursuant to the Security Documents and the Guarantees only to the extent that,
and for so long as, the Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected
in a manner permitted by this Agreement or any other Loan Document shall not require the consent of any counterparty to any
Secured Hedge Agreement or of the holders of any Cash Management Obligations other than in their capacity as a Lender or as
the Administrative Agent.


 


“Secured
Parties” means, collectively, the Administrative Agent, the Lenders, each Issuing Bank, each Hedge Bank that is party to
any Secured Hedge Agreement, each Cash Management Bank that is party to a Secured Cash Management Agreement, each co-agent, sub-agent
or attorney-in-fact appointed by the Administrative Agent pursuant to Section 8.01 with respect to matters relating to
any Security Document and any other holder of a Secured Obligation from time to time.


 


“Secured
Specified Indebtedness” means Specified Indebtedness that is (i) incurred by the Borrower and/or one or more of the Guarantors
and (ii) secured by Liens on the Collateral (and not on any other properties or assets of the Borrower or any Guarantor, unless
such other properties or assets are substantially concurrently pledged to secure the Obligations on an equal and ratable basis
and become “Collateral” as defined herein for so long as such Specified Indebtedness is so secured).


 


“Security
Agreements” means the U.S. Security Agreement and any Non-U.S. Pledge Agreement, collectively.


 


“Security
Documents” means the Security Agreements and each other agreement or writing pursuant to which any Loan Party pledges or
grants or purports to pledge or grant a Lien in any property or asset to secure its Secured Obligations.


 


“Senior
Representative” means, with respect to any series of Indebtedness, the trustee, administrative agent, collateral agent,
security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise
obtained, as the case may be, and each of their successors in such capacities.


 


“Senior
Secured Indebtedness” means (a) the aggregate principal amount of Specified Indebtedness of the Borrower and its Restricted
Subsidiaries that is secured by Liens on the properties or assets of the Borrower and/or one of more of its Restricted Subsidiaries
(other than any such Specified Indebtedness that is expressly subordinated in right of payment to the Obligations pursuant to
a written agreement), as determined on a consolidated basis, minus (b) up to $500,000,000 of Unrestricted cash and Cash
Equivalents on the balance sheet of the Borrower and its Restricted Subsidiaries as of such date.


 


“Senior
Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Senior Secured Indebtedness on such
date to (b) Consolidated Adjusted EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on or prior
to such time (taken as one accounting period) in which financial statements for each quarter or fiscal year in such period have
been or were required to be delivered pursuant to Section 5.01(a) or (b) without giving effect to any grace period
applicable thereto.


 


“SORA”
means a rate equal to the Singapore Overnight Rate Average as administered by the SORA Administrator.


 


“SORA
Administrator” means the Monetary Authority of Singapore (or any successor administrator of the Singapore Overnight
Rate Average).




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“SORA
Administrator’s Website” means the Monetary Authority of Singapore’s website, currently at https://eservices.mas.gov.sg,
or any successor source for the Singapore Overnight Rate Average identified as such by the SORA Administrator from time
to time..


 


“SIBOR”
means in relation to any SIBOR Loan, the rate per annum designated as the Singapore Interbank Offered Rate by
the Association of Banks in Singapore (or a comparable or successor rate which rate is approved by the Administrative
Agent) as displayed 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 or about 11:00 a.m.
(Singapore time) on the applicable
 Interest Rate Determination Date with a period comparable to the applicable Interest Period;
provided that in no event shall SIBOR
be less than 0 00%.


 


“SIBOR
Borrowing” refers to a Borrowing hearing interest at a rate determined
by reference to SIBOR.


 


“SIBOR
Loan” refers to a Loan bearing interest at a rate determined by reference to SIBOR.


 


“Singapore
Dollars” means the lawful currency of Singapore.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day
published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 2:30 p.m. (New York City time)
on the immediately succeeding Business Day.


 


“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing
rate).


 


“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Solvent”
means, with respect to the Borrower and its Restricted Subsidiaries on a particular date, that on such date (a) the fair value
of the present assets of the Borrower and its Restricted Subsidiaries, taken as a whole, is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of the Borrower and its Restricted Subsidiaries, taken as a whole, (b)
the present fair saleable value of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole, is not less than
the amount that will be required to pay the probable liability of the Borrower and its Restricted Subsidiaries, taken as a whole,
on their debts as they become absolute and matured, (c) the Borrower and its Restricted Subsidiaries, taken as a whole, do not
intend to, and do not believe that they will, incur debts or liabilities (including current obligations and contingent liabilities)
beyond their ability to pay such debts and liabilities as they mature in the ordinary course of business and (d) the Borrower
and its Restricted Subsidiaries, taken as a whole, are not engaged in business or a transaction, and are not about to engage in
business or a transaction, in relation to which their property would constitute an unreasonably small capital. The amount of contingent
liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual or matured liability.




    	38



     

    

“SONIA”
means, with respect to any Business Day, a rate per annum equal to the British Pounds Overnight Index Average for such Business
Day published by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.


 


“SONIA
Administrator” means the Bank of England (or any successor administrator of the British Pounds Overnight Index Average).


 


“SONIA
Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or
any successor source for the British Pounds Overnight Index Average identified as such by the SONIA Administrator from time to
time.


 


“Specified
Event of Default” means an Event of Default of the type described in Section 7.01 (a) or (b) or, with respect to the Borrower
or Holdings, a Bankruptcy Event.


 


“Specified
Indebtedness” means (i) indebtedness for borrowed money (including, for the avoidance of doubt, the Loans and any outstanding
Loans (as defined in the Term Loan Agreement)) and any outstanding Loans (as defined in the 2018
Term Loan Agreement), (ii) obligations for the deferred purchase price of property or services (other than current trade payables
incurred in the ordinary course of business and excluding payroll liabilities, deferred compensation obligations, purchase price
adjustments, royalties and earn-outs and other contingent or deferred payments of a similar nature in connection with any strategic
transaction), (iii) obligations evidenced by notes, bonds, debentures and similar instruments,


(iv) all obligations,
contingent or otherwise, as an account party or applicant under or in respect of bankers acceptances or letters of credit, (v)
Capital Lease Obligations, (vi) Purchase Money Indebtedness and (vii) Guarantees of indebtedness of the type referred to in clauses
(i) through (vi); provided that Specified Indebtedness shall exclude Indebtedness among the Borrower and its Subsidiaries.


 


“Subordinated
Indebtedness” means Specified Indebtedness under clauses (i) and (iii) of the definition thereof of the Borrower or any
Restricted Subsidiary that is by its terms subordinated in right of payment to the Obligations of the Borrower or such Restricted
Subsidiary, secured by Liens that rank junior to the Liens securing the Obligations or is unsecured (but excluding any Indebtedness
in respect of Cash Management Services or otherwise of a revolving nature).


 


“Subsidiary”
means any subsidiary of the Borrower, or, after a Permitted Holdco Transaction, Holdings.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity (a) 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, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent and which is required by GAAP to be consolidated in the consolidated financial statements of the parent.


 


“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 Borrower or the Subsidiaries shall be a Swap Agreement.



    	39



     

    



“Swap
Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction
that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“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).


 


“Swiss
Francs” means the lawful currency of Switzerland.


 


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


 


“TD”
means TD Securities (USA) LLC.


 


“Term
Loan Agent” means MSSF, as administrative agent under the Term Loan Agreement and any successors thereto pursuant to the
terms of the Term Loan Agreement.


 


“Term
Loan Agreement” means the Term Loan Agreement dated as of July 13, 2016 among the Borrower, the Lenders from time to time
party thereto and the Term Loan Agent, as amended, supplemented or otherwise modified, refinanced or replaced from time to time.


 


“Term
Loan Intercreditor Agreement” means that certain First Lien/First Lien Intercreditor Agreement, dated as of the Effective
Date, among the Administrative Agent, the Term Loan Agent and the Loan Parties, substantially in the form of Exhibit A to Amendment
No. 4, as the same may be amended, restated, supplemented or otherwise modified from time to time, or any other intercreditor
agreement among the Term Loan Agent, the Administrative Agent, any other Senior Representatives for holders of Indebtedness, if
applicable, and the Loan Parties on terms that are not less favorable in any material respect to the Secured Parties and the Borrower
than those contained in the form attached as Exhibit A to Amendment No. 4.


 


“Term
SOFR” means,


 


(a)           for
any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest
Period on the day (such day, the “Per iodic Term SOFR Determination Day”) that is two (2) Business Days prior to the
first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however,
that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the
applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term
SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term
SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by
the Term SOFR Administrator so long as such first preceding Business Day is not more than three (3) Business Days
prior to such Periodic Term SOFR Determination Day, and


 






    	40



     

    

(b)           for
any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such
day, the “ABR Term SOFR Determination Day”) that is two (2) Business Days prior to such day, as such rate is published
by the Term SOFR Administrator; provided, however, that if as of 5:00
p.m. (New York City time) on any ABR Term SOFR Determination Day the
Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark
Replacement Date with respect to the Term SOFR Reference Rate has not
occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the
first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator
so long as such first preceding Business Day is not more than three (3) Business Days prior to such ABR Term SOFR Determination
Day.


 


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


 


“Term
SOFR Borrowing” means, as to any Borrowing, the Loans bearing
interest at a rate based
on Adjusted Term SOFR comprising such Borrowing other than pursuant to clause (iii)
of the definition of “Alternate
Base Rate”.


 


“Term
SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR other than pursuant to clause (iii)
of the definition of “Alternate Base Rate”.


 


“Term
SOFR” means,
for the applicable Corresponding Tenor as of the applicable Reference
Time, Reference Rate” means the
forward-looking term rate based on SOFR that has been selected or recommended
by the Relevant Governmental Body.


 


“TIBOR”,
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 Adjusted TIBOR Rate.


 


“TIBOR
Rate” means, with respect to any Borrowing denominated in Japanese Yen and for any
Interest Period, the TIBOR Screen Rate two Business Days prior to the commencement of such Interest Period.


 


“TIBOR
Screen Rate” means the Tokyo interbank offered rate administered by the Ippan Shadan Hojin JBA TIBOR Administration (or
any other person which takes over the administration of that rate) for the relevant currency and period displayed on page DTIBOR01
of the Reuters screen (or, in the event such rate does not appear on such Reuters page or screen, on any successor or substitute
page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such
rate as selected by the Administrative Agent from time to time in its reasonable discretion) as published at approximately 1:00
p.m. Japan time two Business Days prior to the commencement of such Interest Period. If the TIBOR Screen Rate shall be less than
0%, the TIBOR Screen Rate shall be deemed to be 0% for purposes of this Agreement.




    	41



     

    

“Total
Assets” means the total assets of the Borrower and its Subsidiaries on a consolidated basis, as shown on the most recent
balance sheet of the Borrower delivered pursuant to Section 5.01(a) or (b).


 


“Total
Exposure” means, for any Lender at any time, the sum of (i) the aggregate principal amount of all outstanding Loans of such
Lender plus (ii) such Lender’s Applicable Percentage of the Letter of Credit Usage.


 


“Trade Date”
has the meaning set forth in Section 9.04(b)(ii)(G).


 


“Transactions”
means the execution, delivery and performance by the Loan Parties of each Loan Document to which it is a party, the borrowing
of Loans and the issuance of Letters of Credit.


 


“Type”
means, when used in reference to any Revolving Loan or Borrowing, whether the rate of interest on such Revolving Loan, or on the
Revolving Loans comprising such Borrowing, is determined by reference to the Adjusted
LIBO RateTerm SOFR, the Adjusted EURIBO
Rate, HIBOR, SIBOR, the Australian Bank Bill Rate, the Canadian BA Rate, the
Adjusted TIBOR Rate, the Alternate Base Rate or the Adjusted Daily Simple RFR.


 


“UCC”
means the Uniform Commercial Code as in effect in the State of New York.


 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time
to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person 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.


 


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


 


“Unfunded
Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over
the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension
Plan pursuant to Section 412 of the Code for the applicable plan year.


 


“Unreimbursed Amount”
has the meaning set forth in Section 2.20(d).


 


“Unrestricted”
means, when referring to cash or Cash Equivalents, that such cash or Cash Equivalents (a) do not appear (or would be required
to appear) as “restricted” on the consolidated balance sheet of the Borrower, (b) are not subject to any Lien, other
than non-consensual Liens arising by operation of law or Liens permitted under Section 6.02(k) hereof and (c) are otherwise generally
available for use by the Borrower or any Restricted Subsidiary.



    	42



     

    



“Unrestricted
Subsidiaries” means, collectively, (a) Aleka Insurance, Inc., (b) Neben, LLC and its subsidiaries, (c) entities for
which the primary purpose is to operate, commercialize or develop autonomous or self-driving vehicles, or technology related
thereto (including Apparate International C.V., Apparate Canada, Inc., UATC, LLC and their respective subsidiaries), (d)
entities for which the primary purpose is to operate, commercialize or develop class 6 or above trucking or freight
brokerage services, or technology related thereto (including Uber Freight, LLC and its subsidiaries), (e) entities for which
the primary purpose is to operate, commercialize or develop food delivery, and logistics services (including UberEATS and
UberHealth), or technology related thereto (including Anderes, LLC and its subsidiaries), (f)
entities for which the primary purpose is to operate, commercial or develop personal mobility devices (including bikes,
scooters and hoverboards), or technology related thereto (including SMB Holding Corporation, Social Bicycles, LLC and Social
Scooters, LLC and their respective subsidiaries), (g) Lion City Holdings Pte. Ltd. and its subsidiaries (including Lion City
Rentals Pte. Ltd.), (h) captive financing entities and their respective subsidiaries, (i) any entities for which the primary
purpose is to own or develop real estate, (j) any entities for which the primary purpose is to operate, commercialize or
develop aerial vehicles, or technology related thereto, (k) any entities for which the primary purpose is to operate,
commercialize or develop a service that provides flexible earnings opportunities for workers by matching workers with
staffing organizations that will employ the worker and with third-party customers that require temporary labor, or technology
related thereto, (l) any entities for which the primary purpose is to operate, commercialize or develop public transit
services and (m) each Subsidiary substantially all of the assets of which consist of Equity Interests in one or more
Subsidiaries described in clauses (a) – (l) of this definition; provided that, so long as no Default or Event of
Default has occurred and is continuing or shall result therefrom, the Borrower shall be permitted to designate any such
Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent specifying that such
Unrestricted Subsidiary shall be deemed a Restricted Subsidiary effective as of the date of such written notice. The
designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of
designation of any Indebtedness or Liens of such Subsidiary existing at such time.


 


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


 


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


 


“U.S.
Security Agreement” means any pledge and security agreement governed by New York law executed by the Loan Parties party
thereto in favor of the Administrative Agent, for the benefit of the Secured Parties, which shall provide for the grant of a first-priority
security interest in the Collateral (subject to Permitted Liens) to the Administrative Agent for the benefit of the Secured Parties,
which shall be substantially in the form attached as Exhibit B to Amendment No. 4.


 


“USA
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)), as amended from time to time.


 


“USCO” means
the United States Copyright Office.


 


“USPTO” means
the United States Patent and Trademark Office.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the Benchmark Replacement Adjustment with respect
thereto.


 


“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 Title IV of ERISA.


 


“Withholding Agent”
means any Loan Party and the Administrative Agent.




    	43



     

    

“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.


 


Section
1.02            Classification of Loans and Borrowings.
For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Eurodollar Term
SOFR Loan” or “RFR Loan”). Borrowings also may be classified and referred to by Type (e.g., a
“Eurodollar Term SOFR Borrowing”
or “RFR 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, restated, amended and restated, supplemented or
otherwise modified (subject to any restrictions on such amendments, amendments and restatements, 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) except as
otherwise specified with respect to the schedules to the Disclosure Letter, 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, (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 and (f) any reference to any law shall include all statutory and regulatory provisions consolidating,
amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified,
refer to such law or regulation as amended, modified or supplemented from time to time.


 


Section
1.04           Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests
an amendment to any provision hereof to eliminate the effect of any change 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 shall have been amended to account for any such change following good faith
negotiations between the Borrower and the Administrative Agent. Notwithstanding the foregoing, all financial covenants
contained herein shall be calculated (1) without giving effect to any election under the Statement of Financial Accounting
Standards No. 159 (ASC 825) (or any similar accounting principle) permitting or requiring a Person to value its financial
liabilities or Indebtedness at the fair value thereof and (2) without giving effect to any treatment of Indebtedness in
respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards
Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced
or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal
amount thereof.



    	44



     

    



Section
1.05          Permitted Holdco Transaction. Upon the consummation of any Permitted Holdco Transaction, (a) the references in
the definitions of “Certain Specified Indebtedness Cap”, “Consolidated Adjusted EBITDA”, “Consolidated
Net Income”, “Secured Specified Indebtedness”, “Senior Secured Indebtedness”, “Senior Secured
Net Leverage Ratio” and “Total Assets” (and, in each case, the component definitions thereof) (i) to the Borrower
shall be deemed to refer to Holdings (ii) to the Borrower and its Subsidiaries shall be deemed to refer to Holdings and its Subsidiaries
and (iii) to the Borrower and its Restricted Subsidiaries and shall be deemed to refer to Holdings, the Borrower and its Restricted
Subsidiaries, (b) the references to financial statements of the Borrower (including, without limitation, in the definitions referred
to in clause (a) of this Section and in Section 5.01) shall be deemed to refer to the financial statements of Holdings,
and (c) references to “Borrower” in Sections 6.01, 6.02 and 6.03 shall be deemed to refer to “Holdings”.


 


Section 1.06           Exchange
Rates; Currency Equivalents.


 


(a)           Not
later than 1:00 p.m., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the
Exchange Rate as of such Calculation Date with respect to the applicable Permitted Foreign Currency and (ii) give notice
thereof to the applicable Issuing Bank and the Borrower. The Exchange Rates so determined shall become effective in the case
of each subsequent Calculation Date, on the first Business Day immediately following such Calculation Date (a “Reset
Date”), shall remain effective until the next succeeding Reset Date and shall for all purposes of this Agreement (other
than any provision expressly requiring the use of a current exchange rate) be the Exchange Rates employed in converting any
amounts between dollars and any Permitted Foreign Currency.


 


(b)           Solely
for purposes of Article II and related definitional provisions to the extent used therein, the applicable amount of any currency
(other than dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as determined by the Administrative
Agent and notified to the applicable Issuing Bank and the Borrower in accordance with Section 1.06(a). Amounts denominated
in a Permitted Foreign Currency will be converted to dollars for the purposes of calculating the Senior Secured Net Leverage Ratio
at the Exchange Rate as of the date of calculation.


 


Section
1.07           Limited Conditionality Acquisitions. In the
event that the Borrower has elected to treat any proposed acquisition as a Limited Conditionality Acquisition, any condition
to incurring Liens and Indebtedness (including, for the avoidance of doubt, New Commitments and Loans made pursuant thereto)
in connection with such Limited Conditionality Acquisition (including any condition relating to pro forma compliance with any
financial covenants or the delivery of financial statements or no Default or Event of Default) shall be determined solely as
of the date that the definitive documentation relating to such Limited Conditionality Acquisition is entered into by
Holdings, the Borrower or any Subsidiary; provided that if the Borrower has made such an election, in connection with the
calculation of any ratio or basket with respect to the incurrence of any Indebtedness (including, for the avoidance of doubt,
New Commitments and Loans made pursuant thereto) or Liens on or following such date and prior to the earlier of the date on
which such Limited Conditionality Acquisition is consummated or the definitive agreement for such Limited Conditionality
Acquisition is terminated, any such ratio shall be calculated on a pro forma basis assuming such Limited Conditionality
Acquisition and other pro forma events in connection therewith (including any incurrence of Liens and Indebtedness)
have been consummated.



    	45



     

    



The
foregoing provisions shall apply with similar effect during the pendency of multiple Limited Conditionality Acquisitions such
that each of the possible scenarios is separately tested.


 


Section 1.08           Basket
Amounts and Application of Multiple Relevant Provisions.


Notwithstanding
anything to the contrary, (a) unless specifically stated otherwise herein, any dollar, number, percentage or other amount available
under any carve-out, basket, exclusion or exception to any affirmative, negative or other covenant in this Agreement or the other
Loan Documents may be accumulated, added, combined, aggregated or used together by any Loan Party and its Subsidiaries without
limitation for any purpose not prohibited hereby, and (b) any action or event permitted by this Agreement or the other Loan Documents
need not be permitted solely by reference to one provision permitting such action or event but may be permitted in part by one
such provision and in part by one or more other provisions of this Agreement and the other Loan Documents. For purposes of determining
compliance with Sections 6.01 and 6.02 in the event that an item of Indebtedness (or any portion thereof) meets
the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof) described in Section 6.01
or any Lien meets the criteria of one or more of the categories of Permitted Liens, the Borrower may, in its sole discretion,
classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such item of Indebtedness
(or any portion thereof) and/or Liens in any manner that complies with Sections 6.01 and 6.02 and will be entitled
to only include the amount and type of such item of Indebtedness (or any portion thereof) and/or Liens in one of the above clauses
(or any portion thereof) and such item of Indebtedness (or any portion thereof) and/or Liens shall be treated as having been incurred
or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or
portion thereof) when calculating the amount of Indebtedness or Liens, as applicable, that may be incurred pursuant to any other
clause.


 


Section
1.09           Interest Rates. The Administrative Agent does not warrant noror
accept any responsibility norfor,
and shall the Administrative Agentnot
have any liability with respect to (i) any Benchmark Replacement
Conforming Changes, (ii) the administration, submission or any matter relating to the rates in the definition
of Benchmark or with respect to any rate that is an alternative, comparable or successor rate thereto or (iii)
the effect of any of the foregoing.a) the continuation of, administration of,
submission of, calculation of or any other matter related to ABR, the Benchmark, any component definition thereof or
rates referred to in the definition thereof or any alternative, successor or replacement rate thereto (including any Benchmark
Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate
(including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have
the same volume or liquidity as, ABR, the Benchmark or any other Benchmark prior to its discontinuance or unavailability,
or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates
or other related entities may engage in transactions that affect the calculation of ABR, the Benchmark, any alternative,
successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case,
in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in
its reasonable discretion to ascertain ABR or
the Benchmark, in each case pursuant to the terms of this Agreement, and shall have no
liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect,
special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise
and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any
such information source or service.



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


 


ARTICLE
2

 THE CREDITS


 


Section
2.01           Revolving Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make
Revolving Loans in dollars or in any Permitted Foreign Currency to the Borrower from time to time during the Availability Period
in an aggregate principal amount that will not result in (a) the aggregate outstanding principal amount of such Lender’s
Revolving Loans exceeding such Lender’s Revolving Commitment, (b) the sum of the Aggregate Total Exposure exceeding the
total Revolving Commitments or (c) any Lender’s Total Exposure exceeding such Lender’s Revolving Commitment; provided
that the Borrower shall not request, and the Lenders shall not be required to fund, a Revolving Loan that is denominated in
a Permitted Foreign Currency if after the making of such Revolving Loan, the Dollar Equivalent of the aggregate principal amount
of all Revolving Loans then outstanding that are denominated in a Permitted Foreign Currency (including such requested Revolving
Loan) would exceed $500,000,000. 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           Revolving Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Revolving Loans made
by the Lenders in accordance with their respective Applicable Percentages. The failure of any Lender to make any Revolving Loan
required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving
Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving
Loans as required.


 


(b)           Subject to Section 2.11, (i) each Borrowing denominated in dollars shall be comprised entirely of ABR Loans or
EurodollarTerm SOFR Loans as the Borrower may request in accordance
herewith, (ii) each Borrowing denominated in Euro shall be comprised entirely of EURIBOR Loans, (iii) each Borrowing denominated
in Hong Kong Dollars shall be comprised entirely of 1-HIBOR Loans, (iv) each Borrowing denominated in Singapore Dollars shall
be comprised entirely of SIBORRFR Loans,
(v) each Borrowing denominated in Australian Dollars shall be comprised entirely of Australian Bank Bill Rate Loans, (vi) each
Borrowing denominated in Canadian Dollars shall be comprised entirely of Canadian BA Rate Loans, (vii) each Borrowing denominated
in Japanese Yen shall be comprised entirely of TIBOR Loans, (viii) each Borrowing denominated in British Pounds shall be comprised
entirely of RFR Loans, (ix) each Borrowing denominated in Swiss Francs shall be comprised entirely of RFR Loans and (x) each Borrowing
denominated in any Permitted Foreign Currency (other than Euros, Hong Kong Dollars, Singapore Dollars, Australian Dollars, Canadian
Dollars, Japanese Yen, British Pounds and Swiss Francs) shall be comprised entirely of Eurodollar
Loansbear interest at a rate (with
component parts thereof) to be separately agreed by the Borrower, the Administrative Agent and
the applicable Lenders and/or Issuing Banks in accordance with Section 9.02(f). Each
Lender at its option may make any Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make
such Revolving Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay
such Revolving Loan in accordance with the terms of this Agreement.



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(c)             At
the commencement of each Interest Period for any EurodollarTerm
SOFR Borrowing, EURIBOR Borrowing, HIRORHIBOR Borrowing,
SIBOR Borrowing, Australian Bank Bill Rate Borrowing, Canadian BA Rate Borrowing or TIBOR Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the
Borrowing Minimum. At the time that each ABR Borrowing and/or RFR Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that
an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments.
Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be
more than a total of ten EurodollarTerm
SOFR Borrowings, EURIBOR Borrowings, HIBOR Borrowings, SIBOR
Borrowings, Australian Bank Bill Rate Borrowings, TIBOR Borrowings, Canadian BA Rate Borrowings or RFR
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 Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request
by telephone, telecopy or other electronic transmission (other than a request for any Borrowing denominated in a Permitted Foreign
Currency, which request shall be made in writing (including by electronic transmission)) (a) in the case of a EurodollarTerm
SOFR Borrowing denominated in dollars or a EURIBOR Borrowing or a Canadian BA Rate Borrowing or a TIBOR Borrowing,
not later than 1:00 p.m. Local Time three Business Days before the date of the proposed Borrowing, (b) in the case of a Eurodollar
Borrowing denominated in any Permitted Foreign Currency or a HIBOR Borrowing. SIBORHIBOR
Borrowing or an Australian Bank Bill Rate Borrowing, not later than 1:00 p.m., Local Time, four Business Days before
the date of the proposed Borrowing, (c) in the case of an RFR Borrowing denominated in British Pounds, not later than 1:00 p.m.
(New York City time), three RFR Business Days before the date of the proposed Borrowing, (d) in the case of an RFR Borrowing denominated
in Swiss Francs, not later than 1:00 p.m. (New York City time), three RFR Business Days before the date of the proposed Borrowing
or, (e) in the case of an
RFR Borrowing denominated in Singapore Dollars, not later than 1:00 p.m. (New York City time), three RFR Business Days
before the date of the proposed Borrowing or (f) in the case of an ABR Borrowing,
either (i) not later than 1:00 p.m. (New York City time), one Business Day prior to the date of the proposed Borrowing, or (ii)
not later than 12:00 p.m. (New York City time) on the date of the proposed Borrowing; provided that the aggregate principal
amount of Revolving Loans requested pursuant to this Section 2.03(c)(ii) on any one day shall not exceed $50,000,000. Each
such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request
in substantially the form of Exhibit B attached hereto and signed by the Borrower. Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section 2.02:


 


(i)             the
aggregate amount and currency 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, a EurodollarTerm
SOFR Borrowing, a EURIBOR Borrowing, a HIBOR Borrowing, a SIBOR Borrowing,
an Australian Bank Bill Rate Borrowing, a Canadian BA Rate Borrowing, a TIBOR Borrowing or an RFR Borrowing;


 


(iv)          in the case of a EurodollarTerm SOFR
Borrowing, a EURIBOR Borrowing, a HIBOR Borrowing, a SIBOR Borrowing, an
Australian Bank Bill Rate Borrowing, a Canadian BA Rate Borrowing or a TIBOR Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and




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(v)           the location and number of the account or accounts to which funds are to be disbursed, which shall comply with the requirements
of Section 2.04.


 


If
no election as to the Type of Borrowing is specified other than Borrowings denominated in a Permitted Foreign Currency, then
the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested EurodollarTerm
SOFR Borrowing, EURIBOR Borrowing, HIBOR Borrowing, SIBOR
Borrowing, Australian Bank Bill Rate Borrowing, Canadian BA Rate Borrowing or TIBOR Borrowing, then the
Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with
respect to any requested Loan, the Borrower shall be deemed to have selected dollars. 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 Revolving Loan to be made as part of the requested Borrowing. Except as otherwise
provided herein, a Borrowing Request for a EurodollarTerm
SOFR Borrowing, a EURIBOR Borrowing, a HIBOR Borrowing, a SIBOR Borrowing, an
Australian Bank Bill Rate Borrowing, a Canadian BA Rate Borrowing or a TIBOR Borrowing shall be irrevocable on and after the
related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As
soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, the Administrative Agent
shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the
interest rate that shall apply to the Eurodollar
Borrowing,any EURIBOR Borrowing, HIBOR Borrowing, SIBOR
Borrowing, Australian Bank Bill Rate Borrowing, Canadian BA Rate Borrowing or TIBOR Borrowing for which an
interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing
or by telephone confirmed in writing) to Borrower and each Lender.


 


Section
2.04           Funding of Borrowings. (a) Each Lender shall make each Revolving Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds by 1:00 p.m. Local 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 Revolving Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to an account or accounts designated by the Borrower
in the applicable Borrowing Request.


 


(b)           Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender’s Applicable Percentage of such Borrowing, the
Administrative Agent may assume that such Lender has made such Applicable Percentage 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 Applicable Percentage of the applicable Borrowing available to
the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is
made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such
Lender, (x) in the case of Loans denominated in dollars, 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 and (y) in the
case of Loans denominated in a Permitted Foreign Currency, the rate determined by the Administrative Agent to be the cost to
it of funding such amount (which determination will be conclusive absent manifest error) or (ii) in the case of the Borrower,
the interest rate applicable to (A) in the case of Loans denominated in dollars, ABR
Loans and (B) in the case of Loans denominated in a Permitted Foreign Currency, the interest rate applicable to the subject
Loan pursuant to Section 2.10. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute
such Lender’s Revolving Loan included in such Borrowing.




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Section
2.05           Interest Elections. (a) Each Borrowing of
Revolving Loans initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a EurodollarTerm
SOFR Borrowing, EURIBOR Borrowing, HIBOR Borrowing, SIBOR
Borrowing, Australian Bank Bill Rate Borrowing, Canadian BA Rate Borrowing or TIBOR 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 (provided that Eurodollar Borrowings denominated in a Permitted
Foreign Currency, EURIBOR Borrowings, HIBOR Borrowings, SIBOR Borrowings, Australian
Bank Bill Rate Borrowings, Canadian BA Rate Borrowings and TIBOR Borrowings may not be converted to ABR Borrowings) or to
continue such Borrowing and, in the case of a EurodollarTerm
SOFR Borrowing, EURIBOR Borrowing, HIBOR Borrowing, SIBOR Borrowing, Australian
Bank Bill Rate Borrowing, Canadian BA Rate Borrowing or TIBOR Borrowing, may elect Interest Periods therefor, all as provided
in this Section. Subject to the limitation set forth in Section 2.02(c), the Borrower may elect different
options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated
among the Lenders holding the Revolving Loans comprising such Borrowing in accordance with their respective Applicable
Percentages, and the Revolving Loans comprising each such portion shall be considered a separate Borrowing.


 


(b)           To
make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone (other
than a request pursuant to this Section with respect to a Borrowing denominated in a Permitted Foreign Currency, which request
shall be made in writing (including by electronic transmission)) by the time that a Borrowing Request would be required under
Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective
date of such election. Each such telephonic request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy
or other electronic transmission to the Administrative Agent of a written request (an “Interest Election Request”)
in substantially the form of Exhibit C attached hereto and signed by the Borrower.


 


(c)           Each 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, a EurodollarTerm
SOFR Borrowing, a EURIBOR Borrowing, a HIBOR Borrowing, a SIBOR Borrowing,
an Australian Bank Bill Rate Borrowing, a Canadian BA Rate Borrowing or a TIBOR Borrowing; and


 


(iv)          if the resulting Borrowing is a EurodollarTerm
SOFR Borrowing, a EURIBOR Borrowing, a HIBOR Borrowing, a SIBOR Borrowing,
an Australian Bank Bill Rate Borrowing, a Canadian BA Rate Borrowing or a TIBOR 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 EurodollarTerm
SOFR Borrowing, a EURIBOR Borrowing, a HIBOR Borrowing, a SIBOR Borrowing, an
Australian Bank Bill Rate Borrowing, a Canadian BA Rate Borrowing or a TIBOR 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.



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(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. Except as otherwise provided herein, an Interest Election
Request for conversion to, or continuation of, any EurodollarTerm
SOFR Borrowing, EURIBOR Borrowing, HIBOR Borrowing, SIBOR Borrowing,
Australian Bank Bill Rate Borrowing, Canadian BA Rate Borrowing or TIBOR Borrowing shall be irrevocable on and after the related
Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.


 


(e)            If the Borrower fails to deliver a timely Interest Election Request with respect to a
EurodollarTerm SOFR Borrowing, a EURIBOR Borrowing, a HIBOR Borrowing,
a SIBOR Borrowing, an Australian Bank Bill Rate Borrowing, a Canadian BA Rate Borrowing or a TIBOR 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 continued as a EurodollarTerm
SOFR Borrowing, a EURIBOR Borrowing, a HIBOR Borrowing, a SIBOR Borrowing,
an Australian Bank Bill Rate Borrowing, a Canadian BA Rate Borrowing or a TIBOR Borrowing, as applicable, with an Interest
Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is
continuing, (i) no outstanding Borrowing denominated in dollars may be converted to or continued as a
EurodollarTerm SOFR Borrowing, (ii) unless repaid, each
EurodollarTerm SOFR Borrowing denominated
in dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii)
unless repaid, each Eurodollar Borrowing denominated in a Permitted Foreign Currency or
EURIBOR Borrowing, HIBOR Borrowing, SIBOR Borrowing, Australian Bank Bill
Rate Borrowing, Canadian BA Rate Borrowing or TIBOR Borrowing shall be continued as a Eurodollar
Borrowing, EURIBOR Borrowing, HIBOR Borrowing, SIBOR Borrowing, Australian
Bank Bill Rate Borrowing, Canadian BA Rate Borrowing or a TIBOR Borrowing, as applicable, with an Interest Period of one month’s
duration.


 


Section
2.06          Termination and Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments
shall terminate on the Maturity Date.


 


(b)           The
Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each partial
reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000
and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment
of the Loans in accordance with Section 2.08, the sum of the Aggregate Total Exposure would exceed the total Commitments.


 


(c)           The
Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph
(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders
of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that
a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon
the effectiveness of other credit facilities or another transaction, in which case such notice may be revoked by the Borrower
(by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination
or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be applied to
the Lenders in accordance with their respective Applicable Percentages.




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(d)           If,
after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving
Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess.


 


Section
2.07            Repayment of Revolving Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date.


 


(b)           Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower
to such Lender resulting from each Revolving 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 Revolving Loan made hereunder, the
Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder 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.


 


(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 (absent manifest error); 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 Revolving Loans in accordance with the terms of this Agreement.


 


(e)           Any
Lender may request that Revolving Loans made by it be evidenced by a promissory note (each such promissory note being called a
“Note” and all such promissory notes being collectively called the “Notes”). In such event, the Borrower
shall prepare, execute and deliver to such Lender a Note payable to such Lender (or, if requested by such Lender, to such Lender
and its registered assigns) in substantially the form of Exhibit D-1 attached hereto. Thereafter, the Revolving Loans evidenced
by such 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 (or, if such promissory note is a registered note,
to such payee and its registered assigns).


 


Section
2.08           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, without premium or penalty (subject to the requirements of Section 2.13), subject to prior notice
in accordance with paragraph (b) of this Section.


 


(b)           The
Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy, other electronic transmission or
delivery of written notice), telecopy or other electronic transmission of any prepayment hereunder (i) in the case of
prepayment of a EurodollarTerm SOFR
Borrowing, EURIBOR Borrowing, Canadian BA Rate Borrowing or TIBOR Borrowing, not later than 1:00 p.m., Local Time, three
Business Days before the date of prepayment, (ii) in the case of a Eurodollar Borrowing
denominated in any Permitted Foreign Currency or a HIBOR Borrowing, a SIBOR
Borrowing or an Australian Bank Bill Rate Borrowing, not later than 1:00 p.m., Local Time, four Business Days
before the date of prepayment, (iii) in the case of prepayment of an RFR Borrowing, not later than 1:00 p.m., Local Time,
three RFR Business Days before the date of prepayment or (iv) in the case of prepayment of an ABR Borrowing, not later than
1:00 p.m., New York City time, one Business Day before the date of prepayment. 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 Revolving Commitments
as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a Borrowing, the
Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in
an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section
2.02. Each prepayment of a Borrowing shall be applied ratably to the Revolving Loans of the Lenders in accordance with
their respective Applicable Percentages. Prepayments shall be accompanied by accrued interest to the extent required by Section
2.10 and any costs incurred as contemplated by Section 2.13.



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(c)           If at any time (1) the Aggregate Total Exposure exceeds the total Commitments then in effect (other than as a result of
any revaluation of the Dollar Equivalent of Loans or Letter of Credit Usage on any Calculation Date in accordance with Section
1.06) or (ii) the Aggregate Total Exposure exceeds 105% of the total Commitments solely as a result of any revaluation of
the Dollar Equivalent of Loans or Letter of Credit Usage on any Calculation Date in accordance with Section 1.06, the Borrower
shall promptly prepay the Revolving Loans or Cash Collateralize the outstanding amount of Letter of Credit Usage at the Agreed
L/C Cash Collateral Amount of all Letter of Credit Usage, as applicable, to the extent necessary so that the Aggregate Total Exposure
shall not exceed (a) in the case of Section 2.08(c)(i), the Commitments; and (b) in the case of Section 2.08(c)(ii), 105%
of the Commitments; in each case, then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized).


 


(d)           Any prepayment of any Loan pursuant to this Section 2.08 shall be applied as specified by the Borrower in the applicable
notice of prepayment.


 


Section
2.09           Fees. (a) The Borrower agrees to pay (or in the case of clause (ii), cause the Applicable Account Party to pay)
to the Administrative Agent for the account of each Lender (other than any Defaulting Lender) in accordance with its Applicable
Percentage (i) a commitment fee (the “Commitment Fee”), which shall accrue at the percentage set forth in the definition
of “Applicable Rate” on the average daily difference between (x) the Revolving Commitments and (y) the aggregate principal
amount of (1) all outstanding Revolving Loans plus (2) the Letter of Credit Usage during the period from and including
the date hereof to but excluding the date on which such Revolving Commitment terminates and (ii) a Letter of Credit participation
fee (the “Letter of Credit Fee”) equal to the Applicable Rate with respect to EurodollarTerm
SOFR Borrowings, multiplied by the average daily undrawn amount of the Letters of Credit (regardless of whether any
conditions for drawing could then be met and determined as of the close of business on any date of determination). Accrued fees
under this Section 2.09(a) 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 September 30, 2015; provided that any commitment fees
accruing after the date on which the Commitments terminate shall be payable on demand. All fees under this Section 2.09(a)
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 (or cause the Applicable Account Party to pay) directly to each Issuing Bank, for its own account, the
following fees:


 


(i)            a
fronting fee equal to 0.125%, per annum based on the average daily undrawn amount on such Letters of Credit issued by such Issuing
Bank; and


 


(ii)           such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in
accordance with such Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment,
transfer or payment, as the case may be.




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(iii)           The
fees in clause (b)(i) above shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year
during the Availability Period, commencing on the first such date to occur after the Effective Date, and on the Maturity Date.


 


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


 


(d)           All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the parties specified herein.
Fees paid shall not be refundable under any circumstances.


 


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


 


(b)           The
Revolving Loans comprising each EurodollarTerm SOFR
Borrowing shall bear interest at the Adjusted
LIBO RateTerm SOFR for the Interest Period in effect for such
Borrowing plus the Applicable Rate.


 


(c)           The Revolving Loans comprising each EURIBOR Borrowing shall bear interest at the Adjusted EURIBO Rate for the Interest
Period in effect for such Borrowing plus the Applicable Rate.


 


(d)           The
Revolving Loans comprising each HIBOR Borrowing shall bear interest at HIBOR for the Interest Period in effect for such Borrowing
plus the Applicable Rate.


 


(e)          
The Revolving Loans comprising each SIBOR Borrowing shall bear interest at SIBOR for the Interest Period in effect
for such Borrowing plus the Applicable Rate.


 


(e)           [Reserved]


(f)             The
Revolving Loans comprising each Australian Bank Bill Rate Borrowing shall bear interest at the Australian Bank Bill Rate for the
Interest Period in effect for such Borrowing plus the Applicable Rate.


 


(g)           The Revolving Loans comprising each Canadian BA Rate Borrowing shall bear interest at the Canadian BA Rate for the Interest
Period in effect for such Borrowing plus the Applicable Rate.


 


(h)           The Revolving Loans comprising each TIBOR Borrowing shall bear interest at the Adjusted TIBOR Rate for the Interest Period
in effect for such Borrowing plus the Applicable Rate.


 


(i)            Each RFR Loan shall bear interest at a rate per annum equal to the Adjusted Daily Simple RFR plus the Applicable Rate.


 


(j)             Notwithstanding
the foregoing, upon the occurrence and during the continuance of a Specified Event of Default and, at the request of Required
Lenders, any other Event of Default, all overdue amounts outstanding hereunder shall bear interest, after as well as before judgment,
at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other overdue amount, 2% plus
the rate applicable to ABR Loans as provided in paragraph (a) of this Section.



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(k)           Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the
Commitments; provided that (i) interest accrued pursuant to paragraph (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 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 EurodollarTerm
SOFR Loan, EURIBOR Loan, HIBOR Loan, SIBOR Loan, Australian Bank
Bill Rate Loan, Canadian BA Rate Loan or TIBOR 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.


 


(l)             The
Borrower agrees to pay to the applicable Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on
the amount paid by such Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding
the date such amount is reimbursed by or on behalf of the Borrower at a rate equal to (i) for the period from the date such drawing
is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to
Loans that are ABR Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable
hereunder with respect to Loans that are ABR Loans, EurodollarTerm
SOFR Loans, EURIBOR Loans, HIBOR Loans, SIBOR Loans, Australian Bank
Bill Rate Loans, Canadian BA Rate Loans or TIBOR Loans (as applicable).


 


(m)           All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the TIBOR
Rate, the Daily Simple RFR with respect to SterlingBritish
Pounds or the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime 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, Adjusted
LIBO RateTerm SOFR, Adjusted EURIBOREURIBO
Rate, HIBOR, SIBOR, Australian Bank Bill Rate, Canadian BA Rate, Adjusted
TIBOR Rate, Adjusted Daily Simple RFR or Daily Simple RFR shall be determined by the Administrative Agent or the applicable Issuing
Bank, as the case may be, and such determination shall be conclusive absent manifest error.


 


(a)           In connection with the use or administration of any Benchmark, the Administrative Agent will have the right to make
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Conforming Changes will become effective without any further action or
consent of any other party to this Agreement or any other Loan Document;
provided that the Administrative Agent will consult in good faith with the Borrower in advance of making any such Conforming Changes.
The Administrative Agent will promptly notify the Borrower and the Lenders
of the effectiveness of any Conforming Changes in connection with the
use or administration of any Benchmark.


 


Section 2.11          Alternate
Rate of Interest; Illegality. (a) If:


 


(i)            the
Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement
of any Interest Period for the applicable Borrowing, that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO RateTerm
SOFR, the Adjusted EURIBO Rate, HIBOR, SIBOR, the Australian Bank
Bill Rate, the Canadian BA Rate or the Adjusted TIBOR Rate or the TIBOR Rate, as the case may be, for such Interest Period or
(B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple RFR, Daily
Simple RFR or RFR; or



    	55



     

    



(ii)           the
Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for the
applicable Borrowing, the Adjusted LIBO
RateTerm SOFR, the Adjusted EURIBO Rate, HIBOR, SIBOR, the
Australian Bank Bill Rate, Canadian BA Rate or the Adjusted TIBOR Rate or the TIBOR Rate, as the case may be, 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 or (B) at any time, the applicable Adjusted Daily
Simple RFR, Daily Simple RFR or RFR 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; then the Administrative Agent shall give notice thereof to
the Borrower and the Lenders by telephone, telecopy or other electronic transmission 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 Borrowing to, or continuation of any
Borrowing as, a EurodollarTerm SOFR Borrowing,
EURIBOR Borrowing, HIBOR Borrowing, SIBOR Borrowing, Australian
Bank Bill Rate Borrowing, Canadian BA Rate Borrowing or TIBOR Borrowing, as the case may be, shall be ineffective and (y) if
any Borrowing Request requests a EurodollarTerm
SOFR Borrowing, EURIBOR Borrowing, HIBOR Borrowing, SIBOR Borrowing, Australian
Bank Bill Rate Borrowing, Canadian BA Rate Borrowing, TIBOR Borrowing or an RFR Borrowing, such Borrowing (x) if denominated
in dollars, shall be made as an ABR Borrowing or (y) in all other cases, shall be ineffective (and no Lender shall be
obligated to make a Loan on account thereof).


 


(b)            If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has
asserted after the Effective Date that it is unlawful, for such Lender or its applicable lending office to make or maintain any
EurodollarTerm SOFR Borrowing, EURIBOR
Borrowing, HIBOR Borrowing, SIBOR Borrowing, Australian Bank Bill Rate Borrowing,
Canadian BA Rate Borrowing, TIBOR Borrowing or RFR Borrowing, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, any obligations of such Lender to make or continue any EurodollarTerm
SOFR Borrowing, EURIBOR Borrowing, HIBOR Borrowing, SIBOR Borrowing,
Australian Bank Bill Rate Borrowing, Canadian BA Rate Borrowing, TIBOR Borrowing or RFR Borrowing or to convert ABR Borrowings
to EurodollarTerm SOFR Borrowings shall
be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination
no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative
Agent), (i) with respect to EurodollarTerm SOFR
Loans of such Lender denominated in dollars, convert all such
EurodollarTerm SOFR Loans of such Lender to ABR Loans, on the
last of the Interest Period therefor, if such Lender may lawfully continue to maintain such EurodollarTerm
SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans (in which case
the Borrower shall not be required to make payments pursuant to Section 2.13 in connection with such payment) and (ii) with respect
to Eurodollar Loans of such Lender denominated in a Permitted Foreign Currency, EURIBOR
Loans, HIBOR Loans, SIBOR Loans, Australian Bank Bill Rate Loans, Canadian BA
Rate Loans or TIBOR Loans of such Lender, prepay all such Eurodollar Loans, EURIBOR
Loans, HIBOR Loans, SIBOR Loans, Australian Bank Bill Rate Loans, Canadian BA
Rate Loans and/or TIBOR Loans of such Lender, on the last day of the Interest Period therefor, if such Lender may lawfully continue
to maintain such Eurodollar Loans, EURIBOR Loans, HIBOR Loans,
SIBOR Loans, Australian Bank Bill Rate Loans, Canadian BA Rate Loans or TIBOR Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Loans (in which case the Borrower shall not be required to make payments
pursuant to Section 2.13 in connection with such payment). Upon any such prepayment or conversion, the Borrower shall also pay
accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation
will avoid the need for such notice and will not, in the determination of such Lender, otherwise be disadvantageous to it.


Section 2.12         Increased
Costs. (a) If any Change in Law shall:


 


(i)            impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against
assets of, deposits with or for the account of, or credit extended by, any Lender or any Issuing Bank (except any such
reserve requirement reflected in the Adjusted LIBO
RateTerm SOFR or Adjusted TIBOR Rate, as applicable);



    	56



     

    



(ii)            subject
the Administrative Agent, any Issuing Bank, any Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through
(d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments,
or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)          
impose on any Lender, any Issuing Bank or the London interbank market any other condition, cost or expense (other than
Taxes Taxes) affecting this Agreement or EurodollarTerm
SOFR Loans, EURIBOR Loans, HIBOR Loans, SIBOR Loans, Australian Bank
Bill Rate Loans, Canadian BA Rate Loans or TIBOR Loans made by such Lender or such Issuing Bank; and the result of any of the
foregoing shall be to increase the cost to such Lender or such Issuing Bank of making, continuing, converting to or maintaining
any Loan (or of maintaining its obligation to make any such Loan) or issue, amend, extend, increase or maintain in place a Letter
of Credit, as the case may be, or to reduce the amount of any sum received or receivable by such Lender hereunder or such Issuing
Bank (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or such Issuing Bank such additional
amount or amounts as will compensate such Lender or such Issuing Bank for such additional costs incurred or reduction suffered.


 


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


 


(c)           A certificate of a Lender or an Issuing Bank setting forth in reasonable detail the amount or amounts necessary to compensate
such Lender or its respective 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 such Issuing
Bank 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 any Issuing Bank to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that
the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or such Issuing Bank notifies the Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation
therefore; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive
(or has retroactive effect), then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof.




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Section
2.13            Break Funding Payments. (a) With respect
to Loans that are not RFR Loans, in the event of (ai)
the payment or prepayment of any principal of any EurodollarTerm
SOFR Loan, EURIBOR Loan, HIBOR Loan, SIBOR Loan, Australian Bank
Bill Rate Loan, Canadian BA Rate Loan or TIBOR loan other than on the last day of an Interest Period applicable thereto
(whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), (bii)
the conversion of any EurodollarTerm SOFR Loan,
EURIBOR Loan, HIBOR Loan, SIBOR Loan, Australian Bank Bill Rate Loan,
Canadian BA Rate Loan or TIBOR Loan other than on the last day of the Interest Period applicable thereto, (ciii)
the failure to borrow, convert, continue or prepay any EurodollarTerm
SOFR Loan, EURIBOR Loan, HIBOR Loan, SIBOR Loan, Australian Bank
Bill Rate Loan, Canadian BA Rate Loan or TIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.08(b) and is revoked in accordance therewith), or (div)
the assignment of any EurodollarTerm SOFR Loan,
EURIBOR Loan, HIBOR Loan, SIBOR Loan, Australian Bank Bill Rate Loan,
Canadian BA Rate Loan or TIBOR 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 2.16, 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 EurodollarTerm
SOFR Loan, EURIBOR Loan, HIBOR Loan, SIBOR Loan, Australian Bank
Bill Rate Loan, Canadian BA Rate Loan or TIBOR 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 Adjusted LIBO
RateTerm SOFR, the Adjusted EURIBO Rate, HIBOR, SIBOR, the
Australian Bank Bill Rate, the Canadian BA Rate or the Adjusted TIBOR Rate, as the case may be, 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 eurodollarapplicable
offshore interbank market. A certificate of any Lender setting forth in reasonable detail 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 10 days
after receipt thereof.


 


(b)          With
respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment
Date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii)
the failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of
whether such notice may be revoked under ection 2.08(b) and is revoked in accordance therewith), (iii) the assignment of any
RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to
Section 2.16 or (iv) the failure by the Borrower to make any payment of any Loan or drawing under any Letter of Credit (or
interest due thereof) denominated in a Permitted Foreign Currency on its scheduled due date or any payment thereof in a
different currency, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. 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 10 days after receipt
thereof.



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


(b)            In
addition, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law or, at the
option of the Administrative Agent, timely reimburse it for the payment of any Other Taxes.


(c)            The
Loan Parties shall jointly and severally indemnify the Administrative Agent and each Lender, within 10 days after demand therefore,
for the full amount of any Indemnified Taxes paid by the Administrative Agent or such Lender, as the case may be, or required
to be withheld or deducted from any payment by or on account of any obligation of the Borrower hereunder (including Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.


(d)            Each
Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes
attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified the Administrative Agent
for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such
Lender’s failure to comply with the provisions of Section 9.04(c)(iii) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each
Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under
any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due
to the Administrative Agent under this paragraph (d).


(e)            As
soon as practicable after any payment of Indemnified Taxes by any Loan Party to a Governmental Authority, 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.



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(f)            
(i)           Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under
any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the
Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or
the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 2.14(f)(ii)(A), (ii)(B) and (ii)(D) below) shall
not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender
to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


(ii)           Without
limiting the generality of the foregoing, as long as the Borrower is a U.S. Person:


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


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


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


(b)           executed
originals of IRS Form W-8ECI;


(c)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not (A) a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the
meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C)
of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN-E or IRS Form
W-8BEN, as applicable; or


(d)            to
the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form
W-8ECI, IRS Form W8BEN-E or IRS Form W-8BEN, as applicable, a U.S. Tax Compliance Certificate substantially in the form of
Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that
if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the
portfolio interest exemption, such Foreign Lender may a U.S. Tax Compliance Certificate substantially in the form of Exhibit
H-4 on behalf of such direct or indirect partner or partners;



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


(D)          If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


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


(g)            If
any Lender or the Administrative Agent 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 by any Loan Party pursuant to this Section 2.14 (including by the payment
of additional amounts pursuant to this Section 2.14), it shall pay to the applicable Loan Party an amount equal to such
refund (but only to the extent of indemnity payments made under this Section 2.14 with respect to the Taxes giving rise
to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund). Such applicable Loan Party, upon the request
of such Lender or the Administrative Agent, as applicable, shall repay to such Lender or the Administrative Agent, as the case
may be, the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such Lender or the Administrative Agent, as applicable, is required to repay such refund
to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will a Lender or the
Administrative Agent be required to pay any amount to a Loan Party pursuant to this paragraph (g), the payment of which would
place the Lender or the Administrative Agent, as applicable, in a less favorable net after-Tax position than the Lender or the
Administrative Agent, as the case may be, would have been in if the Tax subject to indemnification and giving rise to such refund
had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such
Tax had never been paid. This paragraph (g) shall not be construed to require any Lender or the Administrative Agent to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Loan Party or any other Person.



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(h)           For
all purposes of this Section 2.14, the term “Lender” includes and shall apply equally to the benefit of each
Issuing Bank.


(i)             Each
party’s obligations under this Section 2.14 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


Section
2.15           Payments Generally; Pro Rata Treatment; Sharing of Set-Off. (a) The Borrower shall make each payment required to be
made by it hereunder (whether of principal, interest or fees, or of amounts payable under Sections 2.12, 2.13 or
2.14, or otherwise) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without
set off 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 Principal Office and except that payments pursuant to Sections 2.12, 2.13
or 2.14 and Section 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 or performance hereunder shall be due on a day that is not a Business Day, the date for payment
or performance 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 of principal or interest in respect of any Loan
or Letter of Credit shall, except as otherwise expressly provided herein, be made in the currency of such Loan or Letter of Credit;
all other payments hereunder and under each other Loan Document 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,
interest and fees then due hereunder, such funds shall be applied (i)  
first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.


(c)           If
any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount
of its Loans 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 Loans 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 Loans; 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 (including the application
of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Loans to any assignee or participant, other than to 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.



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(d)           Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is
due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender 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 or any Issuing Bank shall fail to make any payment required to be made by it pursuant to Section 2.04(b) or
paragraph (d) of this Section, 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 or such Issuing Bank, as the
case may be, to satisfy such Lender’s or such Issuing Bank’s, as applicable, obligations under such Sections until
all such unsatisfied obligations are fully paid.


Section
2.16           Mitigation Obligations; Replacement of Lenders. (a)
Before any Lender requests compensation under Section 2.12, or requires the Borrower to pay any Indemnified Tax or additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, 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 2.12 or Section 2.14, 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.


(b)           If
(i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any Indemnified Tax or additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any
Lender gives notice pursuant to Section 2.11(b) or (iv) any Lender is a Defaulting Lender or a Non-Consenting Lender, 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 (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14)
and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding
principal and accrued interest and fees so assigned) or the Borrower (in the case of all other amounts so assigned), (iii) in
the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made
pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments or, in the case of
an assignment resulting from notice pursuant to Section 2.11(b), such assignment will eliminate the need for such notice,
(iv) such assignment does not conflict with applicable law and (v) in the case of any assignment resulting from a Lender becoming
a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver
or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating
to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.



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(c)           Each
Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to
execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment
of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.


Section
2.17           Defaulting Lenders. (a) Notwithstanding anything
to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is
no longer a Defaulting Lender, to the extent permitted by applicable law:


(i)             Such
Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall
be restricted as set forth in the definition of Required Lenders and in Section 9.02.


(ii)           Any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 or otherwise) or received by the Administrative
Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by
the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing
Banks hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting
Lender in accordance with Section 2.20(i); fourth, as the Borrower may request (so long as no Default or Event of
Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof
as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative
Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy (x) such
Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize
the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit
issued under this Agreement, in accordance with the procedures set forth in Section 2.20(i); sixth, to the payment
of any amounts owing to the Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained
by any Lender or any Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to
the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such
Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a
payment of the principal amount of any Loans or Letter of Credit Disbursements in respect of which such Defaulting Lender has
not fully funded its appropriate share and (y) such Loans, and funded and unfunded participations in Letters of Credit, were made
when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the
Loans and Letter of Credit Disbursements to all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans or Letter of Credit Disbursements of such Defaulting Lender until such time as all Loans and funded and unfunded
participations in Letter of Credit Obligations, without giving effect to Section 2.17(a)(iv), are held by the Lenders
pro rata in accordance with the Revolving Commitments without giving effect to Section 2.17(a)(iv). Any payments, prepayments
or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender
pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents
hereto.



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(iii)           (A)
No Defaulting Lender shall be entitled to receive any commitment fee pursuant to Section 2.09 for any period during which
that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been
required to have been paid to that Defaulting Lender).


(B)           With
respect to any Commitment Fee or Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A)
above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting
Lender with respect to such Defaulting Lender’s participation in Letters of Credit that has been reallocated to such Non-Defaulting
Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank the amount of any such fee otherwise payable to such Defaulting
Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender and (z) not be required
to pay the remaining amount of any such fee.


(iii)          
(A) Reallocation of Participations to Reduce Fronting Exposure. So long as no Default or Event of Default has occurred and is
continuing, all or any part of such Defaulting Lender’s participation in Letters of Credit shall be reallocated among the
Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting
Lender’s Revolving Commitment) but only to the extent that such reallocation does not cause the Total Exposure of any Non-Defaulting
Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.18, no reallocation hereunder shall
constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having
become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased
exposure following such reallocation.


(B)           if
the reallocation described in clause (A) 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 applicable Issuing Bank only the Borrower’s
obligations corresponding to such Defaulting Lender’s Letter of Credit Usage (after giving effect to any partial reallocation
pursuant to clause (A) above) in accordance with the procedures set forth in Section 2.20 for so long as such Letter of
Credit Usage is outstanding;


(C)           if
the Borrower Cash Collateralizes any portion of such Defaulting Lender’s Letter of Credit Usage pursuant to clause (B) above,
the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(a)(ii) with respect
to such Defaulting Lender’s Letter of Credit Usage during the period such Defaulting Lender’s Letter of Credit Usage
is Cash Collateralized;


(D)           if
the Letter of Credit Usage of the non-Defaulting Lenders is reallocated pursuant to clause (A) above, then the fees payable to
the Lenders pursuant to Section 2.09(a)(ii) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable
Percentages; and


(E)           if
all or any portion of such Defaulting Lender’s Letter of Credit Usage is neither reallocated nor Cash
Collateralized pursuant to clause (A) or (B) above, then, without prejudice to any rights or remedies of any Issuing Bank or
any other Lender hereunder, all fees payable under Section 2.09(a)(ii) with respect to such Defaulting Lender’s
Letter of Credit Usage shall be payable to the applicable Issuing Bank until and to the extent that such Letter of Credit
Usage is reallocated and/or Cash Collateralized.



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(b)           If
the Borrower, the Administrative Agent and the Issuing Banks agree in writing that a Lender is no longer a Defaulting Lender,
the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to
the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the
Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit
to be held on a pro rata basis by the Lenders in accordance with their respective Applicable Percentages, without giving effect
to Section 2.17(a)(iv), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was
a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties,
no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising
from that Lender’s having been a Defaulting Lender.


(c)            If
a Bankruptcy Event with respect to a parent of any Lender shall occur following the date hereof and for so long as such event
shall continue or 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, such Issuing Bank shall not be required to issue, amend
or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Lender,
reasonably satisfactory to such Issuing Bank, to defease any risk to it in respect of such Lender hereunder.


Section
2.18           Incremental Facility. (a) The Borrower may by
written notice to the Administrative Agent elect to request, prior to the Maturity Date, one or more increases to the
existing Revolving Commitments (any such increase, the “New Commitments”), by an aggregate amount for all New
Commitments not in excess of the Incremental Available Amount (subject to Section 1.07, determined as of the date of
effectiveness of such New Commitments) and not less than $25,000,000 individually (or such lesser amount which shall be
approved by the Administrative Agent or that shall constitute the remaining amount of New Commitments permitted to be
incurred pursuant to this  Section 2.18 at such time), and integral multiples of $25,000,000 in excess of that amount.
Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that
the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the
Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the
Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identity
of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the
Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is
required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be
unreasonably withheld or delayed) (each, a “New Lender”), to whom Borrower proposes any portion of such
New Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or
other Persons may be amended after the date of such notice so long as the approval requirements, if any, are satisfied); provided that
any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to
provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that,
subject to Section 1.07 (except as set forth in the parenthetical proviso to clause (1) below), (1) on such Increased
Amount Date, each of the conditions set forth in Section 4.02(a) and (b) (with references therein to the
“Effective Date” being deemed to refer instead to such Increased Amount Date and, in the case of Section
4.02(b), before and after giving effect to such New Commitment) shall be satisfied (provided that if the proceeds
of the Loans under such New Commitments are to be used to consummate a Limited Conditionality Acquisition, (x) no Specified
Event of Default shall have occurred and be continuing as of the Increased Amount Date before and after giving effect to such
New Commitments (it being understood that the requirements of Section 4.02(b) shall otherwise be complied with in
accordance with Section 1.07) and (y)   the
requirements of Section 4.02(a) shall be subject to, if agreed to by the lenders providing such New
Commitments, customary “SunGard” or other customary applicable “certain funds” conditionality
provisions (including the accuracy of the representations and warranties contained in the applicable acquisition agreement as
are material to the interests of the lenders providing such New Commitments, but only to the extent that the Borrower or any
of its Affiliates has the right to terminate its obligations under such acquisition agreement as a result of the failure of
such representation or warranty to be accurate)); (2) the New Commitments shall be effected pursuant to one or more Joinder
Agreements executed and delivered by the Borrower, each Guarantor, if any, the New Lenders and the Administrative Agent, and
each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section
2.14; (3) Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with
the New Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably
requested by the Administrative Agent, the New Lenders or the Issuing Banks in connection with any such
transaction.



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(b)           On
any Increased Amount Date on which New Commitments are effective, subject to the satisfaction of the foregoing terms and conditions,
(i) each of the Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the Lenders,
at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and Letter of Credit Usage
outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and
purchases, such Revolving Loans and participation interests in Letter of Credit Usage will be held by existing Lenders and New
Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Commitments to
the Revolving Commitments, (ii) each New Commitment shall be deemed for all purposes a Revolving Commitment and each Revolving
Loan made thereunder (a “New Loan”) shall be deemed, for all purposes, a Revolving Loan, and (iii) each New Lender
shall become a Lender for all purposes hereunder.


(c)           The
Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date
and in respect thereof (i) the New Commitments and the New Lenders, and (ii) the respective interests in such Lender’s Revolving
Loans and participation interests in Letter of Credit Usage, in each case subject to the assignments contemplated by this Section
2.18.


(d)           The
terms and provisions (including pricing) of the New Loans shall be identical to the existing Loans. For the avoidance of doubt,
and without limiting the generality of the foregoing, (x) the New Loans will not be guaranteed by any Person other than (1) the
Guarantors or (2) any Person that shall, substantially concurrently with the incurrence of such New Loans, become a Guarantor
and (y) the New Loans will not be secured by any assets not constituting the Collateral, unless such assets are substantially
concurrently pledged to secure the Secured Obligations on an equal and ratable basis. Notwithstanding anything in Section 9.02
to the contrary, each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement
and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions
of this Section 2.18.



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Section
2.19           Extension of the Maturity Date. Not earlier than 60 days prior to, nor later than 10 Business Days prior to, the
Maturity Date, the Borrower may, upon written notice (the “Extension Notice”) to the Administrative Agent (which shall
promptly notify the Lenders), request an extension of the Maturity Date for up to one year; provided that no more than
two such extensions may be requested pursuant to this Section 2.19. If the conditions in this Section 2.19 are met,
the Maturity Date shall be extended to the date specified in such Extension Notice (which in no event shall be later than one
year following the Maturity Date) for all Extending Lenders. If a Lender agrees, in its individual and sole discretion, to so
extend its Revolving Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice
of its agreement to do so no later than 15 days after the date the applicable Extension Notice is received by the Administrative
Agent (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall
promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend its Revolving Commitment (confirming
the date of extension and the new Maturity Date (after giving effect to such extension) applicable to such Extending Lender).
The Revolving Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity
Date (a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender (without regard
to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all
Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under
this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement.
The Administrative Agent shall promptly notify each Extending Lender of the aggregate Revolving Commitments of the Declining Lenders.
Each Extending Lender may offer to increase its respective Revolving Commitment by an amount not to exceed the aggregate amount
of the Declining Lenders’ Revolving Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice
of its offer to so increase its Revolving Commitment no later than 30 days after the date the applicable Extension Notice is received
by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree). To the extent
the aggregate amount of additional Revolving Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds
the aggregate amount of the Declining Lenders’ Revolving Commitments, such additional Revolving Commitments shall be reduced
on a pro rata basis. To the extent the aggregate amount of Revolving Commitments that the Extending Lenders have so offered to
extend is less than the aggregate amount of Revolving Commitments that the Borrower has so requested to be extended, the Borrower
shall have the right but not the obligation to require any Declining Lender to (and any such Declining Lender shall) assign in
full its rights and obligations under this Agreement to one or more banks or other financial institutions (which may be, but need
not be, one or more of the Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending
Lender, increase its Revolving Commitment and in the case of any other such Person (a “New Extending Lender”), become
a party to this Agreement; provided that (i) such assignment is otherwise in compliance with Section 9.04, (ii)
such Declining Lender receives payment in full of the unpaid principal amount of all Revolving Loans owing to such Declining Lender,
together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such
payment of principal and all other amounts due to such Declining Lender under this Agreement and (iii) any such assignment shall
be effective on the date on or before the date the Maturity Date is so extended as may be specified by the Borrower and agreed
to by the respective New Extending Lenders and Extending Lenders, as the case may be, and the Administrative Agent. As a condition
precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower, dated as of
the date of the Extension Notice, signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions
adopted by the Borrower and the Guarantors approving or consenting to such extension and (ii) certifying that, before and after
giving effect to such extension, each of the conditions of Section 4.02 shall be satisfied as of the date of the Extension
Notice. Any extension pursuant to this Section 2.19 shall be effected pursuant to an Extension Agreement executed and delivered
by the Borrower, the Extending Lenders, any New Extending Lenders and the Administrative Agent. Each Extension Agreement may,
without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary
or appropriate in the opinion of the Administrative Agent to effect the provision of this Section 2.19.



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Section
2.20           Letters of Credit.


(a)            Letters
of Credit. During the Availability Period, subject to the terms and conditions hereof, the Issuing Banks agree to issue Letters
of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of the Borrower or
any Subsidiary (the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the Letter
of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated
face amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (or,
in the case of a Letter of Credit issued in a Permitted Foreign Currency, the smallest amount of such Permitted Foreign Currency
that is an integral multiple of 100,000 units of such currency and that has a Dollar Equivalent
in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving
effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then
in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect
to such issuance or increase, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect,
(iv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in
no event shall the Letter of Credit Usage with respect to the Letters of Credit issued by such Issuing Bank exceed the Letter
of Credit Issuer Sublimit of such Issuing Bank then in effect, and (v) in no event shall any Letter of Credit have an expiration
date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from
the original date of issuance of such Letter of Credit. Subject to the foregoing, the applicable Issuing Bank may agree that a
Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the applicable
Issuing Bank elects not to extend for any such additional period and provides notice to that effect to the Borrower and the Applicable
Account Party; provided that such Issuing Bank shall not extend any such Letter of Credit if it has received written notice
that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided,
further, if any Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue, amend, extend or increase
any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate
such Issuing Bank’s risk with respect to the participation in Letters of Credit of such Defaulting Lender, including by
Cash Collateralizing such Defaulting Lender’s Applicable Percentage of the Letter of Credit Usage at such time on terms
satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank, the Borrower and
the Applicable Account Party when a Letter of Credit is issued, the rules of the ISP 98 shall apply
and shall be stated therein to apply to each Letter of Credit.


(b)           Notice
of Issuance. Whenever an Applicable Account Party desires the issuance or amendment of a Letter of Credit, it shall deliver
to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that
time no later than 1:00 p.m. (New York City time) at least five Business Days in advance of the proposed date of issuance or amendment
or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be
accompanied by documentary and other evidence of the proposed beneficiary’s identity as may reasonably be requested by the
applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any
applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the
applicable Issuing Bank and shall specify the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions
set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20, the applicable
Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation of any of, and only
in accordance with, the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit
is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does
not issue Letters of Credit in such currency as of the requested issuance date. Upon the issuance of any Letter of Credit or amendment,
extension or increase thereof, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative
Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent
shall be accompanied by a copy of such Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s
respective participation in such Letter of Credit pursuant to Section 2.20(e).



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(c)            Responsibility
of the Issuing Banks With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under
any Letter of Credit by the beneficiary(ies) 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, the applicable Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit. As between the Borrower, the Applicable Account Party and the applicable
Issuing Bank, the Borrower and the Applicable Account Party assume all risks of the acts and omissions of, or misuse of the Letters
of Credit issued by the applicable Issuing Bank, by the respective beneficiaries of such Letters of Credit; provided, however,
the foregoing does not limit any of the Borrower’s or the Applicable Account Party’s rights against any such beneficiary.
In furtherance and not in limitation of the foregoing, an Issuing Bank shall not be responsible or have any liability for: (i)
the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with
the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole
or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of
Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions
or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in
cipher; (v) errors in interpretation of technical terms or in translation; (vi) any loss
or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit
or of the proceeds thereof; (vii) the misapplication by any beneficiary of any such Letter of Credit of the proceeds of any drawing
under such Letter of Credit; (viii) for any other action or inaction taken or suffered by such Issuing Bank under or in connection
with any such Letter of Credit, if required or permitted under any applicable domestic or foreign law of letter of credit practice;
or (ix) any consequences arising from causes beyond the control of such Issuing Bank, including any Governmental Acts; none of
the above shall affect or impair, or prevent the vesting of, any of such Issuing Bank’s rights or powers hereunder or place
such Issuing Bank under any liability to the Borrower. Without limiting the foregoing and in furtherance thereof, any action taken
or omitted by an Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates
delivered thereunder, if taken or omitted in “good faith” (as such term is defined in Article 5 of the New York Uniform
Commercial Code), shall not give rise to any liability on the part of the Issuing Bank to the Borrower or any party to this Agreement.
Notwithstanding anything to the contrary contained in this Section 2.20(c), the applicable Issuing Bank shall not be excused
from liability to the Borrower or the Applicable Account Party to the extent of any direct damages (as opposed to special, indirect,
consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable
law) suffered by the Borrower or the Applicable Account Party 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. The
parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the Issuing
Bank (as determined by a final, non-appealable judgment of a court of competent jurisdiction), the Issuing Bank shall be deemed
to have exercised care in each such determination.



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(d)           Reimbursement
by the Borrower of Amounts Drawn or Paid Under Letters of Credit. In the event the applicable Issuing Bank has
determined to honor a drawing under a Letter of Credit, it shall promptly notify the Borrower, the Applicable Account Party
and the Administrative Agent, and the Borrower shall reimburse (or cause the Applicable Account Party to reimburse) the
applicable Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the
“Reimbursement Date”) in an amount in immediately available funds equal to the amount of such honored drawing,
together with interest at the applicable rate provided in Section 2.1(i). If the Borrower or the Applicable Account
Party fails to timely reimburse the applicable Issuing Bank on the Reimbursement Date, then (A) if the Unreimbursed Amount
relates to a Letter of Credit denominated in a currency other than dollars or Euros, automatically and with no further
action, the obligation to reimburse such Unreimbursed Amount shall be permanently converted into an obligation to reimburse
the Dollar Equivalent, determined using the Exchange Rate calculated as of the date when such payment was due, of such
Unreimbursed Amount and (B) the Administrative Agent shall promptly notify each Lender of the Reimbursement Date, the
currency and amount of the unreimbursed drawing (the “Unreimbursed Amount”) (and the Dollar Equivalent thereof if
the immediately preceding clause (A) is applicable), and the amount of such Lender’s Applicable Percentage thereof. In
such event, the Borrower shall be deemed to have requested ABR Loans to be disbursed on the Reimbursement Date in an amount
equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the
principal amount of ABR Loans, but subject to the amount of the unutilized portion of the Revolving Commitments and the
conditions set forth in Section 4.02 (other than the delivery of a Borrowing Request). Any notice given by an
Issuing Bank or the Administrative Agent pursuant to this Section 2.20(d) may be given by telephone if immediately
confirmed in writing (which confirmation may be by telecopy or other electronic transmission); provided that the lack
of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Anything contained
herein to the contrary notwithstanding, (i) unless the Borrower (or the Applicable Account Party) shall have notified the
Administrative Agent and the applicable Issuing Bank prior to 1:00 p.m. (New York City time) on the date such drawing is
honored that the Borrower (or the Applicable Account Party) intends to reimburse the applicable Issuing Bank on such date for
the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Borrower shall be deemed to
have given a timely Borrowing Request to the Administrative Agent requesting Lenders with Revolving Commitments to make
Revolving Loans that are ABR Loans on the Reimbursement Date in an amount equal to the amount of such honored drawing, and
(ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, Lenders with Revolving Commitments
shall, on the Reimbursement Date, make Revolving Loans that are ABR Loans in the amount of the Dollar Equivalent (determined
in accordance with  Section 1.06) of such honored drawing, the proceeds of which shall be applied directly by the
Administrative Agent to reimburse the applicable Issuing Bank for the amount of such honored drawing; and provided,
further, if for any reason proceeds of Revolving Loans are not received by the applicable Issuing Bank on the
Reimbursement Date in an amount equal to the amount of such honored drawing, the Borrower shall (or shall cause
the Applicable Account Party to) reimburse the applicable Issuing Bank, on demand, in an amount in immediately available
funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any,
which are so received. Nothing in this Section 2.20(d) shall be deemed to relieve any Lender with a Revolving
Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Borrower shall
retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such
Revolving Loans under this Section 2.20(d).



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(e)            Lenders’
Purchase of Participations in Letters of Credit. Immediately upon the issuance or increase of each Letter of Credit, without
any further action by any Person, the applicable Issuing Bank shall be deemed to have sold to each Lender and each Lender shall
have been deemed to have purchased from such Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder
in an amount equal to such Lender’s Applicable Percentage (with respect to the Revolving Commitments) of the maximum amount
which is or at any time may become available to be drawn thereunder (each such Lender purchasing a participation, a “Participating
Lender”). In the event that the Borrower or the Applicable Account Party shall fail for any reason to reimburse the applicable
Issuing Bank as provided in Section 2.20(d), the applicable Issuing Bank shall promptly notify the Administrative Agent
who will notify each Participating Lender of the unreimbursed amount of such honored drawing and of such Lender’s respective
participation therein based on such Lender’s Applicable Percentage of the Revolving Commitments. Each Participating Lender
shall make available to the Administrative Agent, for the account of the applicable Issuing Bank, an amount equal to its respective
participation, and in immediately available funds, no later than 1:00 p.m. (New York City time) on the first Business Day (under
the laws of the jurisdiction in which the Principal Office of the Administrative Agent is located) after the date notified by
the applicable Issuing BankAdministrative Agent.
In the event that any Participating Lender fails to make available to the Administrative Agent on such Business Day the amount
of such Lender’s participation in such Letter of Credit as provided in this Section 2.20(e), the applicable Issuing
Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days
at the rate customarily used by such Issuing Bank for the correction of errors among banks and thereafter at the Alternate Base
Rate. Nothing in this Section 2.20(e) shall be deemed to prejudice the right of any Participating Lender to recover
from the applicable Issuing Bank any amounts made available by such Lender to the applicable Issuing Bank pursuant to this Section
2.20 in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender
constituted gross negligence, bad faith or willful misconduct (as determined by a final, non-appealable judgment of a court of
competent jurisdiction) on the part of such Issuing Bank. Each Lender acknowledges and agrees that its obligation to fund 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, extension, or increase of any Letter of Credit, the occurrence and continuance of a Default,
any 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 Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such
Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments or any other circumstance
or happening whatsoever, whether or not similar to any of the foregoing, including those set forth in the following paragraph
(f), and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever. Each
Lender further acknowledges and agrees that, in issuing, amending, extending, or increasing any Letter of Credit, the applicable
Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties
of the Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit
is issued, amended, extended, or increased (or, in the case of an automatic extension permitted pursuant to paragraph (a) of this
Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing
Bank), the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing
that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set
forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, extended, or increased
(it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall
have any obligation to issue, amend, extend, or increase any Letter of Credit until and unless it shall be satisfied that the
events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). In the event
the applicable Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.20(e) for all or any
portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender
which has paid all amounts payable by it under this Section 2.20(e) with respect to such honored drawing such Lender’s
Applicable Percentage of all payments subsequently received by such Issuing Bank from the Borrower or the Applicable Account Party
in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its
primary address set forth below its name on the Administrative Questionnaire or at such other address as such Lender may request.



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(f)            Obligations
Absolute. The obligation of the Borrower and each Applicable Account Party to reimburse each Issuing Bank for drawings honored
under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.20(d) and
the obligations of Lenders under Section 2.20(e) shall be unconditional and irrevocable and shall be paid strictly in accordance
with the terms hereof under all circumstances including any of the following circumstances: (1) any lack of validity or enforceability
of any Letter of Credit; (ii) the existence of any claim, set off, defense or other right which the Borrower, any Applicable Account
Party or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom
any such transferee may be acting), any Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the
Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying
transaction between the Borrower or one of its Subsidiaries and the beneficiary(ies) for which any Letter of Credit was procured);
(iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the applicable Issuing Bank
under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms
of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise)
or prospects of the Borrower, any Applicable Account Party or any Subsidiaries or any other Person; (vi) any breach hereof or
any other Loan Document by any party hereto or thereto; (vii) any force majeure or other event that under any rule of law or uniform
practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made
under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments, (viii) any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (ix) the fact that an Event of
Default or a Default shall have occurred and be continuing.


(g)           Indemnification.
Without duplication of any obligation of the Borrower under  Section 9.03, in addition to amounts payable as provided herein,
the Borrower hereby agrees to protect, indemnify, pay and save and hold harmless the Issuing Banks from and against any and all
claims, demands, liabilities, damages and losses, and all reasonable and documented costs, charges and out-of-pocket expenses
(including reasonable fees, out-of-pocket expenses and disbursements of one primary counsel (with exceptions for conflicts of
interest), one regulatory counsel and one local counsel in each relevant jurisdiction), which the Issuing Banks may incur or be
subject to as a consequence, direct or indirect, of, or arising out of, in any way being connected with, or as a result of (A)
any Letter of Credit, including without limitation, the use of the proceeds therefrom and any refusal by any 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, other than as a result of the gross negligence, bad faith or willful misconduct of such
Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction or (B) the failure of the
applicable Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act. The Borrower will
pay all amounts owing under this Section promptly after written demand therefor.



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(h)           Resignation
and Removal of an Issuing Bank. An Issuing Bank may resign as an Issuing Bank by providing at least 60 days prior written
notice to the Administrative Agent, the Lenders and the Borrower. An Issuing Bank may be replaced at any time by written agreement
among the Borrower, the Administrative Agent, the replaced Issuing Bank (provided that no consent will be required if the
replaced Issuing Bank has no Letters of Credit or reimbursement obligations with respect thereto outstanding), the other Issuing
Banks, if any, and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such
Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued
for the account of the replaced or resigning Issuing Bank. From and after the effective date of any such replacement or resignation,
(i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context
shall require. At the time any such resignation or replacement shall become effective, (a) the Borrower shall pay all unpaid fees
accrued for the account of the replaced Issuing Bank pursuant to Section 2.09 and (b) the replaced Issuing Bank may at
its option remain a party hereto to the extent that Letters of Credit issued by it remain outstanding 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 resignation. After the replacement or resignation of an Issuing Bank hereunder, the replaced Issuing Bank
shall not be required to issue, amend, extend or increase any Letters of Credit.


(i)            Cash
Collateral. 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
Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage) 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 and the Issuing Banks, an amount in cash equal to the Agreed L/C
Cash Collateral Amount plus any accrued and unpaid interest thereon; provided that (1) any such required Cash Collateral
shall be made in dollars unless such Cash Collateral is attributable to undrawn Letters of Credit denominated in a Permitted
Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (in which cash such Cash
Collateral shall be deposited in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash
Collateral Amount of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements) and (ii) the obligation to
deposit such Cash Collateral shall become effective immediately, and such Cash Collateral shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower
described in Section 7.01(h), (i) or (j). Such Cash Collateral 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 Cash Collateral, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the Borrower’s risk and expense, such Cash Collateral 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 each Issuing Bank for any disbursements under Letters of Credit made by it
and 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 Letter of Credit Usage at such time or, if the maturity of the Loans has
been accelerated (but subject to the consent of Lenders with Letter of Credit Usage representing greater than 50% of the
total Letter of Credit Usage), 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 (or as otherwise ordered by a court of
competent jurisdiction) within five Business Days after all Events of Default have been cured or waived.




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(j)             Application.
To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this
Section 2.20, the provisions of this Section 2.20 shall apply.


Section
2.21           Effect of Benchmark Transition Event


(a)            Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if:


(i)   
(A) a Benchmark Transition Event or,
as the case may be, an Early Opt-in Election and (B) aand
its related Benchmark Replacement Date with respect thereto have occurred
prior to the Reference Time in connection with any setting of
the then-currentany Benchmark, then:


(i)            
(1) if a Benchmark Replacement
is determined in accordance with clause (1) or (2) of the definition of “Benchmark
Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the
then-currentsuch Benchmark for all purposes under
this Agreementhereunder and under any other
Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without
requiring any amendment to, or requiring any further
action by or consent of any other party to, this Agreement or any other Loan
Document; and


(ii)            (2)
if a Benchmark Replacement is determined in accordance with clause (32)
of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will
replace the then-currentsuch Benchmark
for all purposes under this Agreementhereunder
and under any other Loan Document in respect of any Benchmark setting
at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement
is provided to the Lenders without requiring any amendment to, or
requiring any further action by or consent of any other
party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written
notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders
of each Class; or.


(iii)          
If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.


(ii)
(A) a Benchmark Transition Event or, as the case may be, an Early Opt-in Election and the Benchmark Replacement Date with respect
thereto has already occurred prior to the Reference Time for any setting of the then-current Benchmark and as a result the then-current
Benchmark is being determined in accordance with clauses (2) or (3) of the definition of “Benchmark Replacement”;
and


(B)  
the Administrative Agent subsequently determines, in its sole discretion, that (w) Term SOFR and a Benchmark Replacement
Adjustment with respect thereto is or has becomes available and the Benchmark Replacement Date with respect thereto has occurred,
(x) there is currently a market for U.S. dollar-denominated syndicated credit facilities utilizing Term SOFR as a Benchmark and
for determining the Benchmark Replacement Adjustment with respect thereto, (y) Term SOFR is being recommended as the Benchmark
for U.S. dollar-denominated syndicated credit facilities by the Relevant Government Authority and (z) in any event, Term SOFR,
the Benchmark Replacement Adjustment with respect thereto and the application thereof is administratively feasible for the Administrative
Agent (as determined by the Administrative Agent in its sole discretion),



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then,
upon the occurrence of the foregoing conditions and the delivery of a notice by the Administrative Agent to the
parties hereto of the occurrence of such conditions, clause (1)
of the definition of “Benchmark
Replacement” will, without requiring any amendment to, or requiring any further action by or
consent of any other party to, this
Agreement or any other Loan Document, replace
such then-current Benchmark for all purposes hereunder and under any other Loan Document in respect of
such Benchmark setting and subsequent Benchmark settings on and from the beginning of the next Interest Period
or, as the case may be, Available Tenor so long as the Administrative Agent notifies the Borrower
and the Lenders prior to the commencement of such next Interest
Period or, as the case may be, Available Tenor.


(b)           Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption
or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make
Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement
Conforming Changes will become effective without requiring any
further action by or consent of any other party to this Agreement or any other
Loan Document; provided that the Administrative Agent will consult in good faith with the Borrower
in advance of making any such Conforming Changes.


(c)            Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of
(i) any occurrence of (A) a Benchmark Transition Event or, as the case may be, an Early Opt-in
Election and (B) the Benchmark Replacement Date with respect thereto, (ii) the implementation of any Benchmark
Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming
Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or
conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative
Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to
a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take
or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its
(or their) sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each
case, as expressly required pursuant to this Section 2.21.


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


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



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ARTICLE
3 

REPRESENTATIONS AND WARRANTIES


The Borrower
represents and warrants to the Lenders and the Issuing Banks that:


Section
3.01           Organization; Powers. Each of the Borrower and its
Restricted Subsidiaries is duly organized and validly existing. Each of the Borrower and its Restricted Subsidiaries (other than
any Immaterial Subsidiary) is (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of
the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except
where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. None
of the Borrower and its Restricted Subsidiaries is an EEA Financial Institution.


Section
3.02           Authorization; Enforceability. The Transactions are
within the Borrower’s and each Guarantor’s corporate or other organizational powers and have been duly authorized
by all necessary corporate or other organizational and, if required, equity holder action. Each of the Borrower and the Guarantors
has duly executed and delivered each of the Loan Documents to which it is party, and each of such Loan Documents constitute its
legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.


Section
3.03           Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority,
except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings
with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to
the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to
obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected
to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority,
(c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries,
(d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under
any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon
the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to
be made by the Borrower or any of its Restricted Subsidiaries and (e) will not result in the creation or imposition of any Lien
on any asset of the Borrower or any of its Restricted Subsidiaries.


Section
3.04           Financial Condition; No Material Adverse Change.
(a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income,
stockholders equity and cash flows (i) as of and for the fiscal years ended (x) December 31, 2014 and December 31, 2013, in each
case, audited by PricewaterhouseCoopers, independent public accountants and (y) December 31, 2012 audited by Deloitte LLP, independent
public accountants and (ii) as of and for the fiscal quarter ended March 31, 2015. Such financial statements present fairly, in
all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Restricted
Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end adjustments in the case of the
unaudited financial statements referred to in clause (ii) above and the absence of footnotes in the case of the unaudited and
draft financial statements referred to in clauses (i) and (ii) above.



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(b)           Since
December 31, 2014, no event, development or circumstance exists or has occurred that has had or could reasonably be expected to
have a material adverse effect on (x) the business, property, financial condition or results of operations of the Borrower and
its Restricted Subsidiaries, taken as a whole, (y) the rights of or remedies available to the Agents and the Lenders under this
Agreement, any Guaranty, any Holdings Guaranty or, as of the Amendment No. 4 Effective Date, any Security Document or (z) on the
ability of the Borrower to consummate the Transactions.


Section
3.05           Properties. (a) Each of the Borrower and its Restricted
Subsidiaries has good title to, or valid leasehold interests in or rights to use, all its real and personal property material
to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently
conducted or to utilize such properties for their intended purposes.


(b)           Each
of the Borrower and its Restricted Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents,
software, domain names, trade secrets, know-how and other similar proprietary or intellectual property rights, including any registrations
and applications for registration of, and all goodwill associated with, the foregoing, material to or necessary to its business
as currently conducted, and the operation of such business or the use of any of the foregoing intellectual property rights by
the Borrower and its Restricted Subsidiaries does not infringe upon, misappropriate, or otherwise violate the rights of any other
Person, except for any such infringements, misappropriations, or violations that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.


Section
3.06           Litigation and Environmental Matters. (a) There are
no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of
the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted Subsidiaries (i) that could reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any
other Loan Document or the Transactions.


(b)           Except
with respect to any matter that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, neither the Borrower nor any of its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject
to any Environmental Liability, or (iii) has received notice of any claim with respect to any Environmental Liability.


Section
3.07           Compliance with Laws and Agreements; No Default. Each of the Borrower and its Restricted Subsidiaries is in compliance
with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.




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Section
3.08           Investment Company Status. None of the Borrower or
any Restricted Subsidiary is or is required to be registered as an “investment company” under the Investment Company
Act of 1940.


Section
3.09           Margin Stock. None of the Borrower or any Restricted
Subsidiary is engaged in the business of purchasing or carrying, or extending credit for the purpose of purchasing or carrying,
margin stock (within the meaning of Regulation U issued by the Board), and no proceeds of any Loan or any Letter of Credit will
be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin
stock in violation of Regulation U or Regulation X issued by the Board and all official rulings and interpretations thereunder
or thereof.


Section
3.10           Taxes. Except as could not reasonably be expected
to result in a Material Adverse Effect, (i) each of the Borrower and its Restricted Subsidiaries has timely filed or caused to
be filed all Tax returns and reports required to have been filed with respect to income, properties or operations of the Borrower
and its Restricted Subsidiaries, (ii) such returns accurately reflect in all material respects all liability for Taxes of the
Borrower and its Subsidiaries as a whole for the periods covered thereby and (iii) each of the Borrower and its Restricted Subsidiaries
has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good faith
by appropriate proceedings and, to the extent required by GAAP, for which the Borrower or such Restricted Subsidiary, as applicable,
has set aside on its books adequate reserves in accordance with GAAP.


Section
3.11           ERISA. (a) Schedule 3.11 to the Disclosure
Letter sets forth each Plan as of the Effective Date. Each Plan is in compliance in form and operation with its terms and with
ERISA and the Code (including without limitation the Code provisions compliance with which is necessary for any intended favorable
tax treatment) and all other applicable laws and regulations, except where any failure to comply could not reasonably be expected
to result in a Material Adverse Effect. Each Plan (and each related trust, if any) which is intended to be qualified under Section
401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of
Sections 401(a) and 501(a) of the Code covering all applicable tax law changes or is comprised of a master or prototype plan that
has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would
adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially
adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification).
No ERISA Event has occurred, or is reasonably expected to occur, other than as could not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.


(b)           There
exists no Unfunded Pension Liability with respect to any Plan, except as could not reasonably be expected to result in a Material
Adverse Effect.


(c)           None
of the Borrower, any Restricted Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions, or
has within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued
an obligation to make contributions to any Multiemployer Plan.


(d)           There
are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge
of the Borrower, any Restricted Subsidiary or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted
successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate
to result in a Material Adverse Effect.



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(e)           The Borrower, its Restricted Subsidiaries and its ERISA Affiliates have made all contributions to or under each Plan and Multiemployer
Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively,
or any contract or agreement requiring contributions to a Plan or Multiemployer Plan save where any failure to comply, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


(f)            No
Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization
period, within the meaning of Section 412 of the Code or Section 302 or 304 of ERISA. The Borrower, any Restricted Subsidiary,
and any ERISA Affiliate have not ceased operations at a facility so as to become subject to the provisions of Section 4062(e)
of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making
contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. None of the Borrower, any Restricted
Subsidiary or any ERISA Affiliate have incurred or reasonably expect to incur any liability to PBGC except as could not reasonably
be expected to result in material liability, save for any liability for premiums due in the ordinary course or other liability
which could not reasonably be expected to result in material liability, and no lien imposed under the Code or ERISA on the assets
of the Borrower or any Restricted Subsidiary or any ERISA Affiliate exists or, to the knowledge of the Borrower, is likely to
arise on account of any Plan. None of the Borrower, any Restricted Subsidiary or any ERISA Affiliate has engaged in a transaction
that could be subject to Section 4069 or 4212(c) of ERISA.


(g)           Each
Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes,
rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities,
except as could not reasonably be expected to result in a material liability. All contributions required to be made with respect
to a Non-U.S. Plan have been timely made, except as could not reasonably be expected to result in a Material Adverse Effect. Neither
the Borrower nor any of its Restricted Subsidiaries has incurred any material obligation in connection with the termination of,
or withdrawal from, any Non-U.S. Plan. The present value of the accrued benefit liabilities (whether or not vested) under each
Non-U.S. Plan, determined as of the end of the Borrower’s most recently ended fiscal year on the basis of actuarial assumptions,
each of which is reasonable, did not exceed the current value of the assets of such Non-U.S. Plan allocable to such benefit liabilities,
except as could not reasonably be expected to result in a Material Adverse Effect.


(h)           The
Borrower represents and warrants as of the Effective Date that the assets of Borrower involved in the transactions contemplated
by this Agreement do not constitute “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by
Section 3(42) of ERISA) of one or more Benefit Plans.


Section
3.12           Disclosure. All written information and data provided
in formal presentations or in any meeting with Lenders, and oral information provided in scheduled diligence calls held on June
9, 2015 from 11:00 am to 12:00 pm (New York City time); June 10, 2015 from 2:30 pm to 3:30 pm (New York City time); June 15, 2015
from 3:30 pm to 4:00 pm (New York City time); and June 16, 2015 from 3:00 pm to 3:30 pm (New York City time) (other than any projected
financial information and other forward-looking information and other than information of a general economic or industry specific
nature) furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation
of this Agreement or delivered hereunder, as modified or supplemented by other information so furnished and when taken as a whole
does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not materially misleading; provided that, with respect to any
projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time furnished (it being understood that such projected financial information is subject to significant
uncertainties and contingencies, any of which are beyond the Borrower’s control, that no assurance can be given that any
particular projections will be realized and that actual results during the period or periods covered by any such projected financial
information may differ significantly from the projected results and such differences may be material).



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Section
3.13           Subsidiaries. Schedule 3.13 to the Disclosure Letter
sets forth as of the Effective Date a list of all Subsidiaries and the percentage ownership (directly or indirectly) of the Borrower
therein. Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect,
the shares of capital stock or other ownership interests of all Restricted Subsidiaries of the Borrower are fully paid and non-assessable,
if applicable, and are owned by the Borrower, directly or indirectly, free and clear of all Liens other than Liens permitted under
Section 6.02.


Section
3.14           Solvency. As of the Effective Date, the Borrower
and the Restricted Subsidiaries, taken as a whole, are , and after giving effect to the incurrence of any Indebtedness and obligations
being incurred in connection herewith will be, Solvent.


Section
3.15           Anti-Terrorism Law. (a) To the extent applicable,
neither the Borrower nor any of its Subsidiaries is in violation of any legal requirement relating to U.S. economic sanctions
or any laws with respect to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing effective
September 24, 2001 (the “Executive Order”), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy
Act to the extent applicable and the laws administered by the United States Treasury Department’s Office of Foreign Asset
Control (each as from time to time in effect) (collectively, “Anti-Terrorism Laws”).


(b)           None
of (w) the Borrower, any of its Subsidiaries, or any of the Borrower’s directors or officers, or (x) to the knowledge of
the Borrower, any of the directors or officers of any of the Borrower’s Subsidiaries, or (y) to the knowledge of the Borrower,
any of the employees of the Borrower or its Subsidiaries, or (z) to the knowledge of the Borrower, any agent of the Borrower or
any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is any
of the following:


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


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


(iii)           a
Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;


(iv)           a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;
or


(v)            a
Sanctioned Country or a Sanctioned Person.


(c)           Neither
the Borrower nor any of its Subsidiaries (i) conducts any business with, or engages in making or receiving any contribution of
funds, goods or services to or for the benefit of, a Person described in Section 3.15(b)(i)-(v) above, except as permitted
under U.S. law, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked
pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any applicable Anti-Terrorism Law.
Neither the Borrower nor its Subsidiaries nor (x) any of the Borrower’s directors or officers or (y) to the Borrower’s
knowledge, any of the directors or officers of any of the Borrower’s Subsidiaries or any Affiliate, employee, agent or representative
of the Borrower or any of its Subsidiaries has with respect to the business of the Borrower or its Subsidiaries taken or will
take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of
money, property, gifts or anything else of value, directly or indirectly, to any person while knowing that all or some portion
of the money or value will be offered, given, or promised to anyone to improperly influence official action, to obtain or retain
business or otherwise to secure any improper advantage, in each case in violation in any material respect of any applicable Anti-Corruption
Law.



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(d)           The
Borrower will not use, and will not permit any of its Subsidiaries to use, the proceeds of the Loans or any Letter of Credit
or otherwise make available such proceeds or Letters of Credit to any Person described in Section
3.15(b)(i)-(v) above, for the purpose of financing the activities of any Person described in Section
3.15(b)(i)-(v) above or in any other manner that would violate any Anti-Terrorism Laws or applicable
Sanctions.


(e)           The
Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries
and their respective directors, officers, employees and agents with applicable Anti-Terrorism Laws, applicable Anti-Corruption
Laws and applicable Sanctions, and the Borrower, its Subsidiaries and the officers and directors of the Borrower and, to the knowledge
of the Borrower, each of the officers and directors of any of the Borrower’s Subsidiaries and each of the employees and
agents of the Borrower and its Subsidiaries, are in compliance with applicable Anti-Terrorism Laws, applicable Anti-Corruption
Laws and applicable Sanctions with respect to the business of the Borrower or its Subsidiaries.


(f)            No
action, suit or proceeding is pending or, to the knowledge of the Borrower, threatened in writing, by or before any court or governmental
or regulatory authorities or any arbitrator against the Borrower or any of its Subsidiaries for its or their violation in any
material respect of applicable Anti-Corruption Laws.


Section
3.16           FCPA; Sanctions. No part of the proceeds of the Loans
or any Letter of Credit will be used by the Borrower or any of its Subsidiaries, directly or, to the Borrower’s or any Subsidiary’s
knowledge, indirectly, (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money,
or anything else of value, to any Person in violation of the FCPA or any applicable Anti-Corruption Laws, (b) for the purpose
of funding, financing or facilitating any activities, business or transaction of or with any Person, or in any country or territory
that, at the time of such funding, financing or facilitating, is a Sanctioned Person or Sanctioned Country or (c) in any manner
that would result in the violation of any Sanctions applicable to any party hereto. For the past five years, neither the Borrower
nor any of its Subsidiaries has knowingly engaged in, is now knowingly engaged in, or will engage in, any unauthorized dealings
or unauthorized transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is
or was the subject of applicable Sanctions.


Section
3.17           Collateral Matters.


(a)            The
U.S. Security Agreement, upon execution and delivery thereof by the parties thereto, is effective to create in favor of the Administrative
Agent, for the benefit of the applicable Secured Parties, legal, valid and enforceable security interests in the Collateral subject
thereto under U.S. state and federal law, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law and when (x) any certificated Equity Interests included in the Collateral are delivered to the
Administrative Agent, together with instruments of transfer duly endorsed in blank and (y) financing statements and other filings
specified on Schedule 3.17 of the Disclosure Letter to Amendment No. 4 in appropriate form are filed in the applicable
filing offices set forth on such Schedule 3.17 of the Disclosure Letter, the Liens in the Collateral created by the U.S.
Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in
such Collateral subject to no Liens other than Permitted Liens.



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(b)           Each
Security Document, other than any Security Document referred to in the preceding paragraph of this Section, upon execution and
delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein or
as required by applicable law, will be effective under applicable law to create in favor of the Administrative Agent, for the
benefit of the Secured Parties, a legal, valid and enforceable Lien in the Collateral subject thereto and such Liens will constitute
perfected Liens on the Collateral, securing the Obligations, enforceable against the Loan Parties and all third parties, and in
each case having priority over all other Liens on the Collateral except in the case of Permitted Liens to the extent required
by applicable law.


Section
3.18           Beneficial Ownership Certification. As of the Effective
Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all material respects.


ARTICLE
4 

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 telecopy or electronic
transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.


(b)           The
Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance
of the Effective Date.


(c)           The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks
and the Lenders and dated the Effective Date) of Cooley LLP, counsel for the Borrower in form and substance reasonably satisfactory
to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion.


(d)           The
Administrative Agent shall have received (i) certified copies of the resolutions of the board of directors of the Borrower and
the Guarantors approving the transactions contemplated by the Loan Documents to which each such Loan Party is a party and the
execution and delivery of such Loan Documents to be delivered by such Loan Party on the Effective Date, and all documents evidencing
other necessary organizational action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other
organizational documentation reasonably requested by the Administrative Agent relating to the formation, organization, existence
and good standing of the Guarantors and the Borrower and authorization of the transactions contemplated hereby.


(e)           The
Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor
certifying the names and true signatures of the officers of such entity authorized to sign the Loan Documents to which it is a
party, to be delivered by such entity on the Effective Date and the other documents to be delivered hereunder on the Effective
Date.



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(f)            The
Administrative Agent shall have received (i) a certificate, dated the Effective Date and signed on behalf of the Borrower by the
President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs
(a) and (b) of Section 4.02 as of the Effective Date, and (ii) a solvency certificate, dated the Effective Date and signed
on behalf of the Borrower by the most senior financial officer of the Borrower, certifying that, as of the Effective Date, the
Borrower and the Restricted Subsidiaries, taken as a whole, are, and after giving effect to the incurrence of any Indebtedness
and obligations being incurred in connection herewith will be, Solvent.


(g)           The
Lenders, the Administrative Agent and the Arrangers shall have received all fees required to be paid by the Borrower on the Effective
Date, and all expenses required to be reimbursed by the Borrower for which invoices have been presented at least three Business
Days prior to the Effective Date, on or before the Effective Date.


(h) 


(i)            Upon
the reasonable request of any Lender made at least five Business Days prior to the Effective Date, the Borrower shall have provided
to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection
with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation,
the PATRIOT Act, in each case at least two Business Days prior to the Effective Date.


(ii)           At
least two Business Days prior to the Effective Date, any Borrower that qualifies as a “legal entity customer” under
the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation
to such Borrower.


(i)             The
Administrative Agent shall have received (i) audited consolidated financial statements of the Borrower for each of the annual
periods ended December 31, 2012, December 31, 2013 and December 31, 2014 (provided that such financial statements may be
provided in draft form with respect to the fiscal year ended December 31, 2014) and (ii) unaudited interim consolidated financial
statements of the Borrower for the quarterly period ended March 31, 2015.


The Administrative
Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Without
limiting the generality of the provisions of Article 8, for purposes of determining compliance with the conditions
specified in this Section, 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 Effective
Date specifying its objection thereto.


Section
4.02           Each Credit Event. Except as expressly set forth
in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Banks
to issue, amend, review or extend any Letter of Credit, is subject to the satisfaction of the following conditions:



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(a)           The
representations and warranties of the Borrower set forth in this Agreement and the other Loan Documents shall be true and correct
in all material respects on and as of the date of such Borrowing, or the date of issuance, amendment, extension or increase of
such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained
in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject,
in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence
of footnotes), respectively, of Section 5.01, (ii) to the extent that such representations and warranties specifically
refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and (iii) to the extent
that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text
thereof, they shall be true and correct in all respects.


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


(c)           The
Administrative Agent shall have received a Borrowing Request.


(d)           The
Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be
reasonably required by it in connection therewith.


(e)            In
the case of any Borrowing, or issuance, amendment, extension or increase of a Letter of Credit occurring on or after the Amendment
No. 5 Effective Date, at the time of and immediately after giving effect to such Borrowing, or issuance, amendment, extension
or increase of a Letter of Credit, as applicable, Liquidity shall not be less than $1,500,000,0001,000,000,000.


Each Borrowing
or issuance, amendment, extension or increase of a Letter of Credit, as applicable, shall be deemed to constitute a representation
and warranty by the Borrower that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied
as of the date thereof.


ARTICLE
5 

AFFIRMATIVE COVENANTS


Until
the Commitments 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 the cancellation or expiration or Cash Collateralization of all Letters of Credit on terms reasonably
satisfactory to the applicable Issuing Bank in an amount equal to the Agreed L/C Cash Collateral Amount of all Letter of Credit
Usage, the Borrower covenants and agrees with the Lenders that:


Section
5.01           Financial Statements; Ratings Change and Other Information.
The Borrower will furnish to the Administrative Agent (for distribution to each Lender):


(a)           (I)
commencing with the fiscal year ending December 31, 2015, within (x) prior to an IPO, 180 days after each fiscal year end of the
Borrower and (y) on and after an IPO, 90 days after each fiscal year end of the Public Company, its audited consolidated balance
sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting
forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers, or
other independent public accountants of recognized national standing (without a “going concern” or like qualification
or exception (other than a qualification related to the maturity of the Commitments and the Loans at the Maturity Date) and without
any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present
fairly in all material respects the financial condition and results of operations of the Borrower (or, after an IPO, the Public
Company) and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (II) commencing
with the fiscal year ending December 31, 2018, within 180 days after the beginning each fiscal year, a consolidated annual budget
for such fiscal year consisting of a projected income statement (collectively, the “Budget”), which Budget shall in
each case be accompanied by the statement of a Financial Officer of the Borrower to the effect that the Budget is based on assumptions
believed by the Borrower to be reasonable as of the date of delivery thereof;


(b)           commencing
with the fiscal quarter ended June 30, 2015, within (x) prior to an IPO, 90 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower and (y) on and after an IPO, 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Public Company, its consolidated balance sheet and related statements of operations, stockholders’
equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth
in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet,
as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material
respects the financial condition and results of operations of the Borrower (or, after an IPO, the Public Company) and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments
and the absence of footnotes;



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(c)           concurrently
with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the
Borrower (or, after an IPO, the Public Company) in substantially the form of Exhibit F attached hereto (i) certifying as
to whether a Default has occurred and is continuing as of the date thereof and, if a Default has occurred and is continuing as
of the date thereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting
forth reasonably detailed calculations demonstrating compliance with Sections 6.01(f) and (g) and 6.05 as
of the last day of the applicable fiscal quarter or fiscal year for which such financial statements are being delivered, and (iii)
if and to the extent that any change in GAAP that has occurred since the date of the audited financial statements referred to
in Section 3.04 had an impact on such financial statements, specifying the effect of such change on the financial statements
accompanying such certificate;


(d)           promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
by Holdings, the Borrower or any Restricted Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of
the functions of said Commission, or with any national securities exchange, as the case may be, in each case that is not otherwise
required to be delivered to the Administrative Agent pursuant hereto; provided that such information shall be deemed to
have been delivered on the date on which such information has been posted on the Borrower’s website on the Internet on any
investor relations page at http://www.uber.com (or any successor page) or at http://www.sec.gov;


(e)           concurrently
with any delivery of financial statements under clause (a) or (b) above, the Borrower shall provide unaudited financial
statements of the character and for the dates and periods as in such clauses (a) and (b) covering the Unrestricted
Subsidiaries (on a combined basis), together with a consolidating statement reflecting eliminations or adjustments required
to reconcile the financial statements of such Unrestricted Subsidiaries to the financial statements delivered pursuant to
such clauses (a) and (b); provided that the Borrower shall not be required to provide such financial statements unless
(x) the Borrower compiles such combined financial statements as part of its regular internal reporting processes or is able
to compile such combined financial statements without undue effort or expense or (y) delivery of such financial statements is
required by clause (b) of the definition of “Incremental Available Amount” or Section 6.01(g)
hereof;




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(f)            concurrently
with the delivery of quarterly unaudited financial statements pursuant to clause (b), the Borrower shall deliver to the
Administrative Agent supplements to the exhibits to the U.S. Security Agreement relating to the Pledged IP Collateral (as defined
in the U.S. Security Agreement and excluding Excluded IP) specifying any changes to such exhibits since the Amendment No. 4 Effective
Date or since the previous updating required hereby, as applicable (provided that if there have been no changes to any
such exhibits since the Amendment No. 4 Effective Date or since the previous updating required hereby, as applicable, the Borrower
shall indicate that there has been “no change” to the applicable exhibits);


(g)           prior
to the first filing of a registration statement on Form S-1 with respect to the common stock of the Public Company, concurrently
with any delivery of financial statements under clause (a) above, an annual summary profit and loss forecast (in the form internally
prepared by the Borrower in the ordinary course of business); and


(h)           promptly following any request in writing (including any electronic message) therefor, such other information regarding the operations,
business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms
of this Agreement or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may
reasonably request.


Information
required to be delivered pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(d) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such information,
or provides a link thereto on the Borrower’s website on the Internet on any investor relations page at http://www.uber.com
(or any successor page) or at http://www.sec.gov; or (ii) on which such information is posted on the Borrower’s behalf on
an Internet or intranet website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a
commercial, third-party website or whether sponsored by the Administrative Agent).




Section
5.02           Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender)
prompt written notice of the following:




(a)           the
occurrence of any Default;






(b)           the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or
affecting the Borrower or any Restricted Subsidiary thereof that could reasonably be expected to result in a Material Adverse
Effect; and




(c)           any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.




Each notice
delivered under this Section shall be accompanied by a statement of a Responsible Officer or other executive officer of the Borrower
setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with
respect thereto.




Section
5.03           Existence; Conduct of Business. The Borrower
will, and will cause each of its Restricted Subsidiaries (other than any Immaterial Subsidiaries) to, do or cause to be done
all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges and franchises material to the conduct of its business; provided that (i) the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03, and (ii)   none
of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiaries) shall be required to preserve,
renew or keep in full force and effect its rights, licenses, permits, privileges or franchises where failure to do so could
not reasonably be expected to result in a Material Adverse Effect.




Section
5.04           Payment of Taxes and Other Claims. The Borrower will, and will cause each of its Restricted Subsidiaries to, pay
all Tax liabilities, including all Taxes imposed upon it or each such Restricted Subsidiary, or its and their respective income,
profits, properties or operations that, if unpaid, could reasonably be expected to result in a Material Adverse Effect, before
the same shall become delinquent or in default, and all lawful claims other than Tax liabilities that, if unpaid, would become
a Lien upon any properties of the Borrower or any of its Restricted Subsidiaries not otherwise permitted under Section 6.02,
in both cases except where the validity or amount thereof is being contested in good faith by appropriate proceedings and to the
extent required by GAAP, the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP.




Section
5.05           Maintenance of Properties; Insurance. The Borrower
will, and will cause each of its Restricted Subsidiaries to, (a) keep and maintain all property used in the conduct of its business
in good working order and condition, ordinary wear and tear and casualty events excepted, except to the extent that failure to
do so could not reasonably be expected to have a Material Adverse Effect and (b) maintain insurance with financially sound and
reputable insurance companies in such amounts and against such risks as are customarily maintained by companies engaged in the
same or similar businesses operating in the same or similar locations.




Section
5.06           Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to,
keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient
to prepare financial statements in accordance with GAAP. The Borrower will, and will cause each of its Restricted Subsidiaries
to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the
Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its
books and records to the extent reasonably necessary, and to discuss its affairs, finances and condition with its officers and
independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to
participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested
(but no more than once annually if no Event of Default exists). Notwithstanding anything to the contrary in this Section, none
of the Borrower or any of its Restricted Subsidiaries shall be required to disclose, permit the inspection, examination or making
copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets
or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their
respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted
Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-product.



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Section
5.07           ERISA-Related Information. The Borrower shall
supply to the Administrative Agent (in sufficient copies for all the Lenders, if the Administrative Agent so requests): (a)
promptly and in any event within fifteen (15) days after the Borrower, any Restricted Subsidiary or any ERISA Affiliate files
a Schedule B (or such other schedule as contains actuarial information) to IRS Form 5500 in respect of a Plan with Unfunded
Pension Liabilities, a copy of such IRS Form 5500 (including the Schedule B); (b) promptly and in any event within 30 days
after the Borrower, any Restricted Subsidiary or any ERISA Affiliate knows or has reason to know that any ERISA Event has
occurred, a certificate of the most senior financial officer of the Borrower describing such ERISA Event and the action, if
any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining
to such ERISA Event and any notices received by such Borrower, Restricted Subsidiary, or ERISA Affiliate from the PBGC or any
other governmental agency with respect thereto; provided that, in the case of ERISA Events under paragraph (b) of the
definition thereof, in no event shall notice be given later than the occurrence of the ERISA Event; (c) promptly, and in any
event within 30 days, after becoming aware that there has been (i) a material increase in Unfunded Pension Liabilities
(taking into account only Pension Plans with positive Unfunded Pension Liabilities) since the date the representations
hereunder are given or deemed given, or from any prior notice, as applicable; (ii) the existence of potential withdrawal
liability under Section 4201 of ERISA, if the Borrower, any Restricted Subsidiary and the ERISA Affiliates were to withdraw
completely from any and all Multiemployer Plans, (iii)   the adoption of, or the commencement of contributions to,
any Plan subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA by the Borrower, any Restricted
Subsidiary or any ERISA Affiliate, or (iv) the adoption of any amendment to a Plan subject to Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA which results in a material increase in contribution obligations of the Borrower, any
Restricted Subsidiary or any ERISA Affiliate, a detailed written description thereof from the most senior financial officer
of the Borrower; and (d) if, at any time after the Effective Date, the Borrower, any Restricted Subsidiary or any ERISA
Affiliate maintains, or contributes to (or incurs an obligation to contribute to), a Pension Plan or Multiemployer Plan which
is not set forth in Schedule 3.11 to the Disclosure Letter, then the Borrower shall deliver to the Administrative Agent an
updated Schedule 3.11  to the Disclosure Letter as soon as practicable, and in any event within 20 days after the
Borrower, such Restricted Subsidiary or such ERISA Affiliate maintains, or contributes to (or incurs an obligation to
contribute to), thereto.




Section
5.08           Compliance with Laws and Agreements. The Borrower will, and will cause each of its Restricted Subsidiaries to,
comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and use reasonable
measures to enforce policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective
directors, officers, employees and agents with applicable Anti-Corruption Laws, applicable Anti-Terrorism Laws and applicable
Sanctions.




Section
5.09           Use of Proceeds. The proceeds of the Loans will be used only for working capital and general corporate purposes,
including, without limitation, for stock repurchases under stock repurchase programs approved by the Borrower and for acquisitions
not prohibited hereunder. No part of the proceeds of any Loan orand
no Letter of Credit or proceeds of any Letter of Credit 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.




Section
5.10           Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant
to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise
designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have
become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder
or under the Term Loan Agreement), then the Borrower shall:




(i)             In
the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or
such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial
statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been
entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and
substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and
each Lender all documentation and other information required by bank regulatory authorities under applicable
“know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x)
deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by
such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such
Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral),
(y)   deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant
Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the
Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic
Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the
extent required by the Security Documents in accordance with all applicable laws.



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(ii)           In
the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer
period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i)
deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional
Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to
grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity
Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to
cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws.
For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of
Equity Interests in any Domestic Subsidiary that owns real property.




(b)           If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local
counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably
satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any
Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered
pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional
Security Documents.




(c)           Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized,
(A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1)
filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of
the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession
of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings)
and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action
with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests
of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the
“Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements
or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the
pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize
any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control
agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other
organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of
any director resignation letters in respect of any Foreign Subsidiaries.




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Section
5.11           Holdings. Substantially concurrently with any
Permitted Holdco Transaction, (i) the Borrower shall cause Holdings to enter into a Holdings Guaranty in form and substance
reasonably satisfactory to the Administrative Agent, (ii) the Administrative Agent shall receive the documentation required
under Section 4.01(e) and (f) as if Holdings had been a Guarantor on the Effective Date (provided that
references therein to the “Effective Date” shall be deemed references to the effective date of such Holdings
Guaranty), (iii) the Administrative Agent and each Lender shall receive all documentation and other information required by
bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and
regulations, including the USA PATRIOT Act, (iv) the Borrower shall cause Holdings to deliver to the Administrative Agent any
certificates representing the Collateral consisting of all Equity Interests owned by Holdings (other than any Excluded
Collateral) and such joinder agreements, amendments and supplements to the relevant Security Documents or such other
documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit
of the Secured Parties, a Lien on all Collateral owned by Holdings (other than Excluded Collateral) and take all
actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with
all applicable laws and (v)   the Administrative Agent shall receive an opinion of counsel for the Borrower (or
local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and
substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the
Administrative Agent relating to any Holdings Guaranty or any such joinder agreements, amendments and supplements to the
Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Holdings
Guaranty, joinder agreements, amendments and supplements or additional Security Documents.




Section
5.12           Post-Closing. (a) The Administrative Agent shall have received audited consolidated financial statements of the
Borrower with respect to the fiscal year ended December 31, 2014, by the date that is 45 days after the Effective Date; and i)
the Borrower shall execute and deliver the documents and complete the tasks set forth on Schedule 5.12 to Amendment No.
4, in each case within the time limits specified on such schedule subject to the extension by the Administrative Agent in its
sole discretion.




Section
5.13          Beneficial Ownership Regulations. Promptly following
any request therefor, the Borrower will provide information and documentation reasonably requested by the Administrative
Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering
rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.




ARTICLE
6 

NEGATIVE COVENANTS




Until
the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have
been paid in full and the cancellation or expiration with no pending drawings or
Cash Collateralization of all Letters of Credit on terms reasonably satisfactory to the applicable Issuing Bank in an amount equal
to the Agreed L/C Cash Collateral Amount of all Letter of Credit Usage, the Borrower covenants and agrees with the Lenders that:




Section
6.01           Indebtedness. The Borrower will not permit any Domestic Restricted Subsidiary that is not a Guarantor to create,
incur or assume any Specified Indebtedness other than:




(a)           Specified Indebtedness existing on the Amendment No. 4 Effective Date and disclosed on Schedule 6.01 to the Disclosure Letter
and any Refinancing Indebtedness with respect thereto;




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(b)           to the extent constituting Specified Indebtedness, Specified Indebtedness consisting of cash management services, including treasury,
depository, overdraft, credit or debit card, purchasing cards, electronic funds transfer and other cash management arrangements;




(c)           Specified Indebtedness in respect of bid bonds, performance bonds, surety bonds and similar obligations, including guarantees
or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations;




(d)           Specified Indebtedness representing the financing of insurance premiums in the ordinary course of business;




(e)            [reserved];






(f)            Specified
Indebtedness constituting Capital Lease Obligations, equipment leases and Purchase Money Indebtedness of the Borrower or any
Domestic Restricted Subsidiary and any Refinancing Indebtedness in respect thereof; provided that the aggregate principal
amount of Indebtedness pursuant to this clause (f) secured by real property shall not exceed $500,000,0001,000,000,000 at
any time outstanding; and




(g)           (i) additional Specified Indebtedness; provided that, after giving effect to any incurrence of Specified Indebtedness pursuant
to this clause (g)(i) (and subject to Section 1.07), the aggregate principal amount of outstanding Specified Indebtedness of the
Domestic Restricted Subsidiaries that are not Guarantors incurred pursuant to this clause (g)(i) and any Refinancing Indebtedness
incurred pursuant to clause (g)(ii) below, together with, but without duplication, the aggregate principal amount of outstanding
Secured Specified Indebtedness of the Borrower and the Guarantors incurred in reliance on Section 6.02(r), shall not exceed the
Certain Specified Indebtedness Cap (for purposes of the foregoing calculation, treating the Commitments hereunder and any other
revolving or delayed-draw commitments in respect of Specified Indebtedness as fully drawn); and (1) Refinancing Indebtedness in
respect of Specified Indebtedness permitted pursuant to the foregoing clause (g)(i) (and any successive Refinancing Indebtedness
in respect thereof); provided that such Refinancing Indebtedness shall be incurred within 12 months of the maturity, retirement
or other repayment (including any such repayment pursuant to amortization obligations with respect thereto) or prepayment of the
Specified Indebtedness being refinanced, renewed or extended.




For the
avoidance of doubt, this Section 6.01 shall impose no limit on the incurrence of any Specified Indebtedness by any Loan
Party. In addition, for purposes of calculating compliance with this Section 6.01 and Section 6.02, in no event
will the amount of any Specified Indebtedness be required to be included more than once despite the fact more than one Person
is or becomes liable with respect to any related Specified Indebtedness (or any credit support provided therefor). For example,
and for avoidance of doubt, in the case where more than one Domestic Restricted Subsidiary incurs Specified Indebtedness or otherwise
becomes liable for such Specified Indebtedness (including by virtue of providing a guarantee or acting as account party for a
letter of credit, banker’s acceptance or similar arrangement to secure such Indebtedness), the amount of such Specified
Indebtedness shall only be included once for purposes of such calculations.




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




(a)            Permitted
Encumbrances;






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(b)           any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule
6.02 to the Disclosure Letter (other than, for the avoidance of doubt, Liens securing the Secured Obligations or the Obligations
(as defined in the Term Loan Agreement)) and any modifications, renewals and extensions thereof and any Lien granted as a replacement
or substitute therefor; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Restricted
Subsidiary other than improvements thereon or proceeds thereof, and (ii) such Lien shall secure only those obligations which it
secures on the date hereof and any refinancing, extension, renewal or replacement thereof that does not increase the outstanding
principal amount thereof except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection
with such refinancing, extensions, renewals or replacements;




(c)           any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing
on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person
becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition
or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets
of the Borrower or any Restricted Subsidiary, and (iii) such Lien shall secure only those obligations which it secures on the
date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, and any refinancing, extension,
renewal or replacement thereof that does not increase the outstanding principal amount thereof except by an amount equal to a
premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, extensions, renewals or replacements;




(d)           Liens on fixed or capital assets acquired, constructed, financed or improved by the Borrower or any Restricted Subsidiary in
an aggregate principal amount at any time outstanding not to exceed $1,000,000,000; provided that (i) such security
interests secure Indebtedness that is permitted pursuant to Section 6.01(f), (ii) such security interests and the Indebtedness
secured thereby are initially incurred prior to or within 270 days after such acquisition or the completion of such construction
or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving
such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower
or any Restricted Subsidiary other than additions, accessions, parts, attachments or improvements thereon or proceeds thereof;
provided that clauses (ii) and (iii) shall not apply to any Refinancing Indebtedness pursuant to Section 6.01(f)
hereof or any Lien securing such Refinancing Indebtedness;




(e)           licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the
Borrower and its Restricted Subsidiaries, taken as a whole;




(f)            the interest and title of a lessor or licensor under any lease, license, sublease or sublicense entered into by the Borrower or
any Restricted Subsidiary in the ordinary course of its business and other statutory and common law landlords’ Liens under
leases;




(g)           in connection with the sale or transfer of any assets in a transaction not prohibited hereunder, customary rights and restrictions
contained in agreements relating to such sale or transfer pending the completion thereof;




(h)           in the case of any joint venture or minority investment by the Borrower or any Subsidiary in any Person, any put and call arrangements
related to its Equity Interests set forth in applicable joint venture’s or other Person’s organizational documents
or any related joint venture, shareholders, investor rights or similar agreement;




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(i)            Liens securing Indebtedness to finance insurance premiums owing in the ordinary course of business to the extent such financing
is not prohibited hereunder;




(j)            Liens on earnest money deposits of cash or Cash Equivalents made in connection with any acquisition not prohibited hereunder;




(k)           bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents or other
securities on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case granted in
the ordinary course of business in favor of the banks, securities intermediaries or other depository institutions with which such
accounts are maintained, securing amounts owing to such institutions with respect to cash management and operating account arrangements;




(l)            Liens in the nature of the right of setoff in favor of counterparties to contractual agreements not otherwise prohibited hereunder
with the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;




(m)          Liens
on the Equity Interests of Excluded Subsidiaries;






(n)           Liens and deposits securing obligations under Swap Agreements entered to hedge or mitigate commercial risk and not for speculative
purposes;




(o)           Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property
relating to such letters of credit and products and proceeds thereof;




(p)           Liens
in favor of the Loan Parties;






(q)           [reserved];






(r)            (i) Liens securing Secured Specified Indebtedness (including, for the avoidance of doubt, any such Indebtedness pursuant to the
Term Loan Agreement); provided that after giving effect to any incurrence of Liens pursuant to this clause (r)(i) (and
subject to Section 1.07), the aggregate principal amount of outstanding Secured Specified Indebtedness secured by Liens incurred
pursuant to this clause (r)(i) or clause (r)(ii) below, together with, but without duplication, the aggregate principal amount
of outstanding Specified Indebtedness of the Domestic Restricted Subsidiaries that are not Guarantors incurred pursuant to Section
6.01(g), shall not exceed the Certain Specified Indebtedness Cap (for purposes of the foregoing calculation, treating the Commitments
hereunder and any other revolving or delayed-draw commitments in respect of Specified Indebtedness as fully drawn); and (2) Liens
that extend, renew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole
or in part, any Lien permitted pursuant to the foregoing clause (r)(i) or that secure any extension, renewal, replacement,
refinancing or refunding (including any successive extensions, renewals, replacements, refinancings or refundings) of any Refinancing
Indebtedness within 12 months of the maturity, retirement or other repayment or prepayment of the Specified Indebtedness (including
any such repayment pursuant to amortization obligations with respect to such Indebtedness) being extended, renewed, substituted,
replaced, refinanced or refunded, which Indebtedness is secured by a Lien permitted pursuant to this clause (r). Notwithstanding
anything herein to the contrary, Liens securing Indebtedness outstanding on the Closing Date under this Agreement shall be treated
as incurred on the Closing Date under this clause (r); and




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(s)           other Liens securing obligations (other than Specified Indebtedness) in an aggregate principal amount at any time outstanding
not to exceed $300,000,000750,000,000.




Section
6.03           Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, (x) merge into
or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, (y) sell, transfer, license,
lease, enter into any sale-leaseback transactions with respect to, or otherwise dispose of (in one transaction or in a series
of transactions) all or substantially all of the assets of, the Borrower and the Restricted Subsidiaries, taken as a whole, or
all or substantially all of the stock of any of the Borrower’s Restricted Subsidiaries (in each case, whether now owned
or hereafter acquired) or (z) liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto
no Default shall have occurred and be continuing:




(i)             any Restricted Subsidiary or any other Person may merge into or consolidate with the Borrower in a transaction in which the Borrower
is the surviving corporation;




(ii)            any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the
surviving entity is a Restricted Subsidiary (provided that any such merger or consolidation involving a Guarantor must result
in a Guarantor as the surviving entity);




(iii)           any Restricted Subsidiary may sell, transfer, license, lease or otherwise dispose of its assets to the Borrower or to another
Restricted Subsidiary; provided that any such disposition under this clause (iii) that is made to a Restricted Subsidiary that
is not a Loan Party shall in no event be permitted if it would comprise all or substantially all of the assets of the Borrower
and its Restricted Subsidiaries, taken as a whole;




(iv)           any Loan Party may sell, transfer, license, lease or otherwise dispose of its assets to any other Loan Party;




(v)            in connection with any acquisition, any Restricted Subsidiary may merge into or consolidate with any other Person, so long as
the Person surviving such merger or consolidation shall be a Restricted Subsidiary (provided that any such merger or consolidation
involving a Guarantor must result in a Guarantor as the surviving entity);




(vi)           any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution
is in the best interests of the Borrower and is not materially disadvantageous to the Lenders;




(vii)          any Restricted Subsidiary may merge into or consolidate with any other Person in a transaction not otherwise prohibited hereunder
and all or substantially all of the Equity Interests of any Restricted Subsidiary may be sold, transferred or otherwise disposed
of, so long as the aggregate consideration received in respect of all such mergers or consolidations, sales, transfers or other
disposals pursuant to this clause (vii) shall not exceed the greater of (a) $500,000,000 and (b) 10% of Total Assets as of the
date of the definitive agreement for such merger, consolidation, sale, transfer or other disposal is executed;




(viii)         a
Permitted Holdco Transaction may be consummated; and






(ix)            any
Restricted Subsidiary may be dissolved, wound-up or liquidated or any Restricted Subsidiary may merge into or consolidate
with any other Person and all or substantially all of the Equity Interests or assets of any Restricted Subsidiary may be
sold, transferred or otherwise disposed of, in each case, if such dissolution, winding up, liquidation, sale, transfer or
other disposition does not constitute a sale, transfer or other disposition of all or substantially of the assets of the
Borrower and its Restricted Subsidiaries, taken as a whole, if such liquidation, winding up, dissolution, sale, transfer or
other disposition is not materially disadvantageous to the Lenders (as determined by the Borrower in good faith) and would
not be likely to have a Material Adverse Effect.



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(b)            The
Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other
than businesses of the type conducted by the Borrower and its Restricted Subsidiaries on the date of execution of this Agreement
and businesses reasonably related, complementary, ancillary or incidental thereto, which businesses, for the avoidance of doubt,
may include or relate to, but not be limited to, the provision of data integration or analysis platforms and other software or
technological solutions.




Section
6.04           Use of Proceeds. The Borrower will not request
any Borrowing, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors,
officers, employees and agents shall not use, the proceeds of any Loan or issuance of any Letter of Credit (a) in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any
Person in violation of the FCPA or any applicable Anti-Corruption Laws,
(b) for the purpose of funding, financing or
facilitating any activities, business or transaction of or with any Person, or in any country or territory that, at the time
of such funding, financing or facilitating, is a Sanctioned Person or Sanctioned Country or (c) in any manner that would
result in the violation of any Sanctions applicable to any party hereto.




Section
6.05           Minimum Liquidity. The Borrower shall not
permit Liquidity to be less than $1,500,000,0001,000,000,000 as
of the last day of any fiscal quarter of the Borrower ending after the Amendment No. 5 Effective Date.




Section
6.06          Restricted RepaymentsPayments.
The Borrower will not, and will not permit any Restricted Subsidiary to declare, make or pay, directly or indirectly, any Restricted
Payments with respect to the Borrower or any of its Restricted Subsidiaries, except:




(a)            any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned
Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower
or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably
based on their relative ownership interests of the relevant class of Equity Interests;




(b)            the Borrower or any Restricted Subsidiary may declare and make dividends payable solely in additional shares of Qualified Equity
Interests and may exchange Equity Interests for its Qualified Equity Interests;




(c)            the Borrower or any Restricted Subsidiary may (x) repurchase fractional shares of its Equity Interests arising out of stock dividends,
splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y)
“net exercise” or “net share settle” warrants or options or (z) make cash settlement payments upon the
exercise of warrants or options to purchase its Equity Interests;




(d)            the
Borrower or any Restricted Subsidiary may redeem or otherwise cancel Equity Interests or rights in respect thereof granted
to (or make payments on behalf of) directors, officers, management, employees or other providers of services to the Borrower
and its Subsidiaries (i) in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or
exercise of such Equity Interests or rights or (ii) upon the death, disability, retirement or termination of employment or
services;



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(e)            the Borrower or any Restricted Subsidiary may make Restricted Payments pursuant to and in accordance with (i) stock incentive
plans, (ii) stock option plans, (iii) stock buyback agreements, plans or programs, (iv) bonus plans, (v) compensation plans or
(vi) other benefit plans or agreements for officers, directors, management, employees or other eligible service providers of the
Borrower or its Subsidiaries;




(f)            Borrower or any Restricted Subsidiary may make Restricted Payments not otherwise permitted under this Section 6.06 using the proceeds
of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests (or following an
IPO, in the case of a dividend or a Restricted Payment pursuant to an accelerated share repurchase agreement, forward purchase
contract or similar agreement, the declaration date or the entry into such agreement, as applicable) are substantially concurrent;




(g)            Borrower or any Restricted Subsidiary may make additional Restricted Payments not otherwise permitted in clauses (a) through (f)
above, so long as after giving effect to such Restricted Payment, Liquidity shall not be less than $1,500,000,000 on a pro forma
basis; and




(h)            Borrower or any Restricted Subsidiary may make additional Restricted Payments not otherwise permitted in clauses (a) through (g)
above, so long as the aggregate amount of Restricted Payments made pursuant to this clause (h) together with Junior Debt Prepayments
made pursuant to Section 6.07(e) shall not exceed $1,000,000,000.




For purposes
of clause (g), following an IPO, in the case of a dividend, Liquidity shall be measured on a pro forma basis as of the applicable
declaration date for such dividend (and not the date of the applicable dividend) and in the case of a Restricted Payment pursuant
to an accelerated share repurchase agreement, forward purchase contract or similar agreement, Liquidity shall be measured on a
pro forma basis as of the date such agreement was entered into (and not the date of any payments or deliveries thereunder).




Section
6.07           Junior Debt Prepayments. The Borrower will not, and will not permit any Restricted Subsidiary to declare, make
or pay, directly or indirectly, any Junior Debt Prepayments, except that the following shall be permitted:




(a)            Junior Debt Prepayments, so long as after giving effect to such Junior Debt Prepayment, as applicable, Liquidity shall not be
less than $1,500,000,000 on a pro forma basis;




(b)            Junior Debt Prepayments, so long as such prepayments consist of Equity Interests (and cash in lieu of any fractional shares);




(c)            Junior Debt Prepayments using the proceeds of any issuance of Equity Interests; provided that such Junior Debt Prepayments and
the issuance of Equity Interests are substantially concurrent;




(d)            Junior Debt Prepayments in connection with the incurrence of Refinancing Indebtedness or otherwise with the proceeds of Subordinated
Indebtedness; and




(e)            additional Junior Debt Prepayments, so long as the aggregate amount of Junior Debt Prepayments, made pursuant to this clause (e)
together with Restricted Payments made pursuant to Section 6.06(h) shall not exceed $1,000,000,000.




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ARTICLE
7 

EVENTS OF DEFAULT




Section
7.01           Events of Default.




If any
of the following events (each, an “Event of Default”) shall occur:




(a)            the Borrower shall fail to pay (i) 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; or (ii) when due any amount payable to the applicable
Issuing Bank in reimbursement of any drawing under any Letter of Credit;




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




(c)            any representation or warranty made or deemed made by or on behalf of Holdings, the Borrower or any Restricted Subsidiary in or
in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder
or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with
this Agreement, any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder,
shall prove to have been incorrect in any material respect when made or deemed made; provided that, in each case, to the
extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in
the text thereof, they shall be true and correct in all respects;




(d)            the Borrower or Holdings, shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02,
Section 5.03 (solely with respect to the Borrower’s or, if applicable, Holding’s existence), Section 5.09,
Section 5.11 or Section 5.12 or in Article 6;




(e)            Holdings,
the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in
any of the Loan Documents (other than those specified in clause (a), (b) or (d) of this Section 7.01), and such
failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower
(which notice will be given at the request of any Lender);




(f)            Holdings, the Borrower or any Restricted 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 (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) and such failure shall have continued after the applicable grace period,
if any;



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(g)            any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that
enables or permits (with or without the giving of notice, the lapse of time or both but with all applicable grace periods in
respect of such event or condition under the documentation representing such Material Indebtedness having expired) the holder
or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such 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 (w) any requirement to, or any offer to, repurchase, prepay or redeem Indebtedness of a
Person acquired in an acquisition permitted hereunder, to the extent such offer is required as a result of, or in connection
with, such acquisition, (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the
property or assets securing such Indebtedness, (y) any event or condition giving rise to any redemption, repurchase,
conversion or settlement (or right to redeem, require repurchase, convert or settle) with respect to any Convertible Notes or
other convertible debt instrument (including any termination of any related Swap Agreement) pursuant to its terms unless such
redemption, repurchase, conversion or settlement results from a default thereunder or an event of the type that constitutes
an Event of Default or (z) an early payment requirement, unwinding or termination with respect to any Swap Agreement except
an early payment, unwinding or termination that results from a default or non-compliance thereunder by the Borrower or any
Restricted Subsidiary, or another event of the type that would constitute an Event of Default;




(h)            an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of Holdings, the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) or its
debts, or of a substantial part of its assets, under any Debtor Relief Law or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for Holdings, the Borrower or any Restricted Subsidiary (other than any Immaterial
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)            except as may otherwise be permitted under Section 6.03, Holdings, the Borrower or any Restricted Subsidiary (other than
any Immaterial Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Debtor Relief Law, (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 Borrower or any Restricted Subsidiary (other
than any Immaterial 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;




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




(k)            one or more judgments for the payment of money in excess of $150,000,000 in the aggregate shall be rendered against Holdings,
the Borrower or any Restricted Subsidiary or any combination thereof (to the extent not paid or covered by a reputable and solvent
independent third-party insurance company which has not disputed coverage) and the same shall remain undischarged or unpaid 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 Holdings, the Borrower or any Restricted Subsidiary to enforce any such
judgment and such action shall not be stayed;




(l)            one or more ERISA Events shall have occurred, other than as would not reasonably be expected to result, individually or in the
aggregate, in a Material Adverse Effect;




(m)           a Change
in Control shall occur;



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(n)            any
Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder
or thereunder, solely as a result of acts or omissions by the Administrative Agent or any Lender, or satisfaction in full of
all the obligations hereunder or thereunder, ceases to be in full force and effect; or any Loan Party contests in any manner
the validity or enforceability of any Loan Document; or




(o)            any Security Document shall for any reason (other than pursuant to the terms hereof or thereof or solely as a result of acts or
omissions by the Administrative Agent or any Lender) cease to create, or any Lien purported to be created by any Security Documents
shall be asserted by any Loan Party not to be, a valid and perfected Lien with the priority required by the Security Document,
on any material portion of the Collateral purported to be covered thereby;




then,
and in every such event (other than an event with respect to the Borrower or Holdings, described in clause (h), (i) or (j) of
this Section 7.01), 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 Borrower, take either or both of the following actions, at the
same or different times: (i) terminate the Commitments and the obligations of the Issuing Banks to issue any Letter of Credit,
and thereupon the Commitments and the obligations of the Issuing Banks to issue any Letter of Credit shall terminate immediately,
and (ii) (A) 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 Borrower accrued
hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrower and (B) require that the Borrower Cash Collateralize the Letters of Credit in the amount
of the Agreed L/C Cash Collateral Amount of the then Letter of Credit Usage; and, in the case of any event with respect to the
Borrower or Holdings, described in clause (h), (i) or (j) of this Section 7.01, the Commitments and the obligations of
the Issuing Banks to issue any Letter of Credit shall automatically terminate, and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower.




Section
7.02           Application of Funds. Subject to the terms of the Term Loan Intercreditor Agreement and any other applicable Intercreditor
Agreement, after the exercise of remedies provided for in Section 7.01 (or after the Loans have automatically become immediately
due and payable and the Letter of Credit Usage shall have automatically been required to be Cash Collateralized as set forth in
Section 7.01), any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent
in the following order:




First,
to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal
and interest but including fees, charges and disbursements of counsel to the Administrative Agent and the Issuing Banks and amounts
payable pursuant to Sections 2.12 and 2.14) payable to the Administrative Agent and each Issuing Bank in their respective
capacity as such; ratably among them in proportion to the respective amounts described in this clause First payable to them;




Second,
to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal,
interest and fees payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts
payable pursuant to Sections 2.12 and 2.14));




Third,
to payment of that portion of the Secured Obligations constituting accrued and unpaid fees and interest on the Loans, Letter
of Credit Usage and other Secured Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective
amounts described in this clause Third held by them;



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Fourth,
to payment of that portion of the Secured Obligations constituting (x) unpaid principal of the Loans, (y) Letter of Credit Usage
comprised of drawings under Letters of Credit honored by the applicable Issuing Bank and not theretofore reimbursed by or on behalf
of the Borrower and (z) face amounts or Swap Termination Value under Secured Hedge Agreements or Cash Management Obligations,
ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;




Fifth,
to the Administrative Agent for the account of the applicable Issuing Bank, to Cash Collateralize that portion of Letter of Credit
Usage comprised of the aggregate undrawn amount of Letters of Credit at the Agreed L/C Cash Collateral Amount; and




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




Subject
to Section 2.20(i), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause
Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit
as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied
to the other Secured Obligations, if any, in the order set forth above, and thereafter applied as provided in clause “Last”
above.




ARTICLE
8 

THE AGENTS




Section
8.01          Appointment of the Administrative Agent. Each Lender
(in its capacities as a Lender and a potential Hedge Bank or Cash Management Bank) and each Issuing Bank hereby irrevocably
designates and appoints Morgan Stanley Senior Funding, Inc. as the Administrative Agent hereunder and under the other Loan
Documents, and each Lender and each Issuing Bank hereby authorizes Morgan Stanley Senior Funding, Inc. to act as the
Administrative Agent in accordance with the terms hereof and the other Loan Documents. The Administrative Agent shall also
act as the “collateral agent” under the Loan Documents, and each of the Secured Parties hereby irrevocably
appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and
enforcing any and all Liens on the Collateral and any other collateral granted by any of the Loan Parties to secure any of
the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without
limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured
Parties). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and
attorneys-in-fact appointed by the Administrative Agent pursuant to this Article 8 for purposes of holding or enforcing any
Lien on the Collateral or any other collateral (or any portion thereof) granted under the Security Documents, or for
exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the
benefits of all provisions of Articles 8 and 9 (including Section 9.03, as though such co-agents, sub-agents and
attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with
respect thereto. The Administrative Agent hereby agrees to act in its capacity as such upon the express conditions contained
herein and the other Loan Documents, as applicable. Except for Section 8.12, the provisions of this Article 8
are solely for the benefit of the Agents and Lenders and no Loan Party shall have any rights as a third party beneficiary of
any of the provisions thereof (except as expressly set forth in Section 8.07). In performing its functions and duties
hereunder, the Administrative Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to
have assumed, and the use of the term “agent” (or any similar term) herein or in any other Loan Documents is not
intended to connote, any obligation towards or relationship of agency or trust with or for Borrower or any of its
Subsidiaries. As of the Effective Date, no Arranger in such capacity shall have any obligations but shall be entitled to all
benefits of this Article 8. Each Arranger may resign from such role at any time, with immediate effect, by giving
prior written notice thereof to the Administrative Agent and the Borrower.



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Section
8.02           Powers and Duties. Each Lender irrevocably authorizes the Administrative Agent to take such action on such Lender’s
behalf and to exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated
or granted to the Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are
reasonably incidental thereto. Anything herein to the contrary notwithstanding, the Administrative Agent shall have only those
powers, duties and 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. The Administrative Agent may exercise such powers, rights
and remedies and perform such duties by or through its Related Parties. No Agent shall have, by reason hereof or any of the other
Loan Documents, a fiduciary relationship in respect of any Lender or any other Person; and nothing herein or any of the other
Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect
hereof or any of the other Loan Documents except as expressly set forth herein or therein.




Section
8.03           General Immunity. (a) No Agent nor any of its
Related Parties shall be (i) responsible to any Lender for the execution, effectiveness, genuineness, validity,
enforceability, collectability or sufficiency hereof or any other Loan Document or for any representations, warranties,
recitals or statements made herein or therein or made in any written or oral statements or in any financial or other
statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on
behalf of any Loan Party to any Agent or any Lender in connection with the Loan Documents and the transactions contemplated
thereby or for the financial condition or business affairs of any Loan Party or any other Person liable for the payment of
any Secured Obligations, (ii) required to ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of
the Loans or as to the existence or possible existence of any Event of Default or Default or (iii) required to make any
disclosures with respect to the foregoing. No Agent shall be deemed to have knowledge or notice of the occurrence of any
Default or Event of Default hereunder unless such Agent has received written notice from a Lender or the Borrower referring
to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of
default”. No Agent nor any of its Related Parties shall, 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 an Agent or any of its
Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not
have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.



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(b)            No
Agent nor any of its Related Parties shall be liable to Lenders for any action taken or omitted by any Agent under or in
connection with any of the Loan Documents except to the extent caused by such Person’s gross negligence or willful
misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Agent shall be
entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith
or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or
thereunder unless and until such Agent shall have received instructions in respect thereof from Required Lenders (or such
other Lenders as may be required to give such instructions under Section 9.02) and, upon receipt of such instructions
from Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so
instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions,
including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may be in
violation of any Loan Document or applicable law, including, for the avoidance of doubt, any action that may be in violation
of the automatic stay under any Debtor Relief Law or that may affect a forfeiture, modification or termination of property of
a Defaulting Lender in violation of any Debtor Relief Law. Without prejudice to the generality of the foregoing, (i) each
Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document
believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be
entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Borrower
and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any
right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting
hereunder or any of the other Loan Documents in accordance with the instructions of Required Lenders (or such other
Lenders as may be required to give such instructions under Section 9.02).




Each
Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Loan
Document by or through any one or more sub-agents appointed by such Agent, provided that any such appointment of a sub-agent,
other than to a Lender or an Affiliate of a Lender (other than any Disqualified Institution), shall require the express
written consent of the Borrower and provided that, for the avoidance of doubt, each sub-agent shall become bound by, and
subject to Section 9.12. Each Agent and any such sub-agent may perform any and all of its duties and exercise its
rights and powers by or through its respective Related Parties. The exculpatory, indemnification and other provisions of this Section
8.03 and of Section 8.06 shall apply to any the Related Parties of each 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 an Agent.
All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section
8.03 and of Section 8.06 shall apply to any such sub-agent and to the Related Parties of any such sub-agent, and
shall apply to their respective activities as sub-agent as if such sub-agent and its Affiliates were named herein.
Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by an Agent, (i) such sub-agent
shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including
exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary,
including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and
rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of Loan Parties
and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall
not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the
Agent that appointed it and not to any Loan Party, Lender or any other Person and no Loan Party, Lender or any other
Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent. No
Agent shall 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 such Agent acted with gross negligence, bad faith or
willful misconduct in the selection of such sub-agent.




(c)           No
Agent shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce,
compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the
foregoing, no Agent shall (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or
prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of
any assignment or participation of Commitments or Loans, or disclosure of confidential information, to any Disqualified
Institution.



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Section
8.04           Administrative Agent Entitled to Act as Lender.
The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or
obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans,
each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not
performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context
clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits
from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other
business with Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees
and other consideration from Borrower for services in connection herewith and otherwise without having to account for the
same to Lenders.




Section
8.05           Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender and each Issuing Bank expressly
acknowledges that neither the Agents nor any of their respective Related Parties have made any representations or warranties to
it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any of its Affiliates,
shall be deemed to constitute any representation or warranty by any Agent to any Lender or any Issuing Bank. Each Lender and each
Issuing Bank represents and warrants that it has made its own independent investigation of the financial condition and affairs
of the Borrower and its Subsidiaries in connection with Loans and/or Letters of Credit issued hereunder and that it has made and
shall continue to make its own appraisal of, and investigation into, the business, operations, property, financial and other condition
and the creditworthiness of the Borrower and its Affiliates. Each Lender and each Issuing Bank also represents that it will, independently
and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement
and the other Loan Documents and to make such investigation as it deems necessary to inform itself as to the business, operations,
property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates. No Agent shall have any
duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf
of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession
before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to
the accuracy of or the completeness of any information provided to Lenders.




(b)           Each
Lender, by delivering its signature page to this Agreement, an Assignment and Assumption, an Extension Agreement or a Joinder
Agreement and funding its Loans, if applicable, on the Effective Date, or by the funding of any New Loans, as the case may be,
shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required
to be approved by any Agent, any Issuing Bank or the Lenders, as applicable on the Effective Date, the effective date of such
Assignment and Assumption or as of the date of funding of such New Loans.



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Section
8.06           Right to Indemnity. Each Lender, in proportion
to its Applicable Percentage, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been
reimbursed by any Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies
or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as such Agent in any way
relating to or arising out of this Agreement or the other Loan Documents; provided no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final,
non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in
accordance with the directions of the Required Lenders (or such other Lenders as may be required to give such instructions
under Section 9.02) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent
for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional
indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in
no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage,
penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Applicable
Percentage thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any
Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement
described in the proviso in the immediately preceding sentence.




Section
8.07           Successor Administrative Agent.




(a)           
The Administrative Agent shall have the right to resign at any time by giving prior written notice thereof to Lenders and
Borrower. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent
hereunder, subject to the written consent of the Borrower and the reasonable satisfaction of the Required Lenders, and
Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice
of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor
Administrative Agent by the Borrower and the Required Lenders and the acceptance of being Administrative Agent by such
successor, or (iii) such other date, if any, agreed to by the Required Lenders. Upon any such notice of resignation, if a
successor Administrative Agent has not already been appointed by the retiring Administrative Agent, the Required Lenders
shall have the right, with the written consent of the Borrower, to appoint a successor Administrative Agent.




(b)           
If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (c) of the definition thereof, the
Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove
such Person as Administrative Agent and, with the prior written consent of the Borrower, 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)            If
neither the Required Lenders nor Administrative Agent have appointed a successor Administrative Agent or such successor has
not accepted such appointment within 30 days after delivery of notice of resignation by the retiring Administrative Agent or
the Removal Effective Date, the Required Lenders shall be deemed to have succeeded to and become vested with all the rights,
powers, privileges and duties of the retiring or removed Administrative Agent until such time, if any, as the Required
Lenders appoint a successor Administrative Agent and such successor accepts such appointment. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed
Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor
Administrative Agent all sums held under the Loan Documents, together with all records and other documents necessary or
appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents,
and (ii) take such other actions, as may be necessary or appropriate in connection with the assignment to such successor
Administrative Agent of the Loan Documents, whereupon such retiring or removed Administrative Agent shall be discharged from
its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above
in this Article 8). After any retiring or removed Administrative Agent’s resignation or removal hereunder as
Administrative Agent, the provisions of this Article 8 and Section 9.03 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent hereunder.



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Section
8.08          
Guaranty. Each Lender and each Issuing Bank hereby further authorizes Administrative Agent, on behalf of and for
the benefit of the Lenders and the Issuing Banks, to be the agent for and representative of the Lenders with respect to the Holdings
Guaranty, the Guaranty and the other Loan Documents. Subject to Section 9.02, without further written consent or authorization
from any Lender or any Issuing Bank, Administrative Agent may execute any documents or instruments necessary to release any Guarantor
from the Guaranty pursuant to Section 9.17 or with respect to which Required Lenders (or such other Lenders as may be required
to give such consent under Section 9.02) have otherwise consented.




(a)            Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, each
Issuing Bank and each Lender hereby agree that none of the Lenders or the Issuing Banks shall have any right individually to enforce
the Holdings Guaranty or the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under
any of the Loan Documents may be exercised solely by the Administrative Agent, for the benefit of the Lenders and the Issuing
Bank in accordance with the terms hereof and thereof.




(b)            Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Secured Obligations (other than
Hedging Obligations in respect of any Secured Hedge Agreements and Cash Management Obligations in respect of any Secured Cash
Management Agreements and contingent indemnification obligations not yet accrued and payable) have been paid in full and all Commitments
have terminated or expired, upon request of the Borrower, Administrative Agent shall take such actions as shall be required to
release all guarantee obligations provided for in any Loan Document. Any such release of guarantee obligations shall be deemed
subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment
in respect of the Secured Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any
substantial part of its property, or otherwise, all as though such payment had not been made.




Section
8.09          
Actions in Concert. Notwithstanding anything in this Agreement to the contrary, each Lender hereby agrees with
each other Lender that no Lender shall take any action to protect or enforce its rights arising out of this Agreement or the Notes
(other than exercising any rights of setoff) or the Secured Hedge Agreements or the Secured Cash Management Agreements without
first obtaining the prior written consent of the Administrative Agent and Required Lenders, it being the intent of Lenders that
any such action to protect or enforce rights under this Agreement and the Notes shall be taken in concert and at the direction
or with the consent of Administrative Agent or Required Lenders; provided, however, that, subject to the terms of any applicable
Intercreditor Agreement, (i) each Lender shall be entitled to file a proof of claim in any proceeding under any insolvency law
to the extent that such Lender disagrees with Agent’s composite proof of claim filed on behalf of all Lenders, (ii) each
Lender shall be entitled to vote its claim with respect to any plan of reorganization in any proceeding under any Debtor Relief
Law and (iii) each Lender shall be entitled to pursue its deficiency claim after liquidation of all or substantially all of the
Collateral and application of the proceeds therefrom.




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Section
8.10          
Withholding Taxes. To the extent required by any applicable law, Administrative Agent may withhold from any payment
to any Lender or any Issuing Bank an amount equivalent to any applicable withholding Tax. If the IRS or any other Governmental
Authority asserts a claim that Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any
Lender or any Issuing Bank because the appropriate form was not delivered or was not properly executed or because such Lender
or such Issuing Bank failed to notify Administrative Agent of a change in circumstance which rendered the exemption from, or reduction
of, withholding Tax ineffective or for any other reason, or if Administrative Agent reasonably determines that a payment was made
to a Lender or an Issuing Bank pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such
Lender or such Issuing Bank, as the case may be, shall indemnify Administrative Agent fully for all amounts paid, directly or
indirectly, by Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including
legal expenses, allocated internal costs and out-of-pocket expenses) incurred.




Section
8.11           Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding
under any Debtor Relief Laws relative to any Loan Party, Administrative Agent (irrespective of whether the principal of any Loan
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent
shall have made any demand on Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding
or otherwise:




(a)            to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that, in its sole opinion, complies
with such rule’s disclosure requirements for entities representing more than one creditor;




(b)           to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all
other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the Issuing Banks and the Agents (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Agents, the Lenders and the Issuing Banks and their respective agents and counsel and all other
amounts due the Agents, the Lenders and the Issuing Banks under Sections 2.09 and 9.03 allowed in such judicial
proceeding; and




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




and, in
each case, any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each other Agent, each Lender and each Issuing Bank to make such payments to Administrative
Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the other Agents, the
Lenders and/or the Issuing Banks, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Sections
2.09 and 9.03. To the extent that the payment of any such compensation, expenses, disbursements and advances of Administrative
Agent, its agents and counsel, and any other amounts due Administrative Agent under Sections 2.09 and 9.03 out of
the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall
be paid out of, any and all distributions, dividends, money, securities and other properties that the other Agents, the Lenders
and/or the Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization
or arrangement or otherwise.



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




Section
8.12           Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the
Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and
consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement,
(ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder
and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor
Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended
to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably
agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the
Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y)
any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender
and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if
applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured
Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties
and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative
Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted
to be secured by the Collateral hereunder.




Section
8.13          
Secured Cash Management Agreements and Secured Hedge Agreements. Except as otherwise expressly set forth herein
or in any Guarantee or any Security Document, no Cash Management Bank or Hedge Bank that obtains the benefits of any Guarantee
or any Collateral by virtue of the provisions hereof or of any Guarantee or any Security Document shall have any right to notice
of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect
of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such
case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Section 8.13
to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements
have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements
unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation
as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.




Section
8.14          
Certain ERISA Matters.




(a)          
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from
the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent, the Arrangers, and their respective Affiliates, and not, for the avoidance of doubt, to or for the
benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:




(i)              such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42)
of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,




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(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 Commitments and this Agreement,




(iii)           (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part
VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, 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 Commitments and this Agreement, or




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




(b)            In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
not provided another representation, warranty and covenant as provided in 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, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the
benefit of the Borrower or any other Loan Party, that:




(i)             none of the Administrative Agent or the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets
of such Lender (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),




(ii)            the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning
of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds,
or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),




(iii)           the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of
evaluating investment risks independently, both in general and with regard to particular transactions and investment
strategies (including in respect of the Obligations),



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(iv)          the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code,
or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising
independent judgment in evaluating the transactions hereunder, and




(v)           no fee or other compensation is being paid directly to the Administrative Agent or the Arrangers or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement.




(c)            The Administrative Agent and the Arrangers hereby inform the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that
such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may
receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii)
may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being
paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other
payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees,
commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent
or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction
fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination
fees or fees similar to the foregoing.




ARTICLE
9 

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 Borrower, to it at:






Uber Technologies,
Inc.


1455
Market Street, 4th floor


San Francisco,
California 94103


Attention: Chief Financial Officer




with copies
to:




Uber Technologies,
Inc.


1455
Market Street. 4th floor


San Francisco,
California 94103


Attention: General Counsel




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Cooley
LLP


101 California
Street, 5th Floor


San Francisco, California 9411


Attention: Gian-Michele a Marca


Fax: (415) 693-2222




(ii)           
if to the Administrative Agent with respect to the Security Documents or any of the Collateral, to it at:




Morgan
Stanley Senior Funding, Inc.


1300
Thames Street, Thames Street Wharf, 4th Floor


Baltimore, Maryland 21231


Attention:
Loan Documentation


Phone: (443) 627-4068




with copies
to:




Morgan
Stanley Senior Funding, Inc.


1 New
York Plaza, 41st Floor


New York,
New York, 10004


Attention: Agency Team 

Fax: (212) 507-6680




Davis
Polk & Wardwell LLP 

450 Lexington Avenue

New York, New York 10017 

Attention: James A. Florack 

Fax: 212-701-5165


(iii)          if
to the Administrative Agent with respect to any other matter, to it at:


Morgan Stanley Senior Funding, Inc.




1 New
York Plaza, 41st Floor


New York,
New York, 10004 

Attention: Agency Team 

Fax: (212) 507-6680




with a
copy to:




Davis
Polk & Wardwell LLP 

450 Lexington Avenue


New York,
New York 10017 

Attention: James A. Florack 

Fax: 212-701-5165


(iv)          if to
MSSF, in its capacity as a Lender, to it at:


Morgan Stanley Senior Funding, Inc.




1 New
York Plaza, 41st Floor


New York,
New York, 10004

Attention: Agency Team 

Fax: (212) 507-6680



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




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




(b)            Notices
and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic
communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the applicable Lender
or the applicable Issuing Bank. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and
other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as
available, return e-mail or other written acknowledgement), 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) above, if such notice, email or other
communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to
have been sent at the opening of business on the next Business Day for the recipient.




(c)            Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other
parties hereto (provided that any Lender may change its address or telecopy number by notice solely to the Administrative Agent
and the Borrower).




(d)            The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined
below) available to the Lenders and the Issuing Banks by posting the Communications on, IntraLinks, or another similar
electronic system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”
The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors
or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of
merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other
code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the
Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) be responsible or liable
for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages,
losses or expenses (whether in tort, contract or otherwise) to the Borrower, any other Loan Party, any Lender, any Issuing
Bank or any other Person arising from the unauthorized use by others of information or other materials obtained through
internet, electronic, telecommunications or other information transmission, including, without limitation, the transmission
of Communications through the Platform, except to the extent that such damages have resulted from the willful misconduct or
gross negligence of such Agent Party (as determined in a final, non-appealable judgment by a court of competent
jurisdiction). “Communications” means, collectively, any notice, demand, communication, information, document or
other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions
contemplated therein which is distributed to the Administrative Agent or any Lender by means of electronic communications
pursuant to this Section 9.01, including through the Platform.



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(e)            In
the event the Borrower shall have any Equity Interests or other securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise files or is required to file reports under
Section 15(d) of the Exchange Act, the Borrower and each Lender acknowledges that certain of the Lenders may be Public
Lenders and, if any document, notice or other information required to be delivered hereunder is being distributed through the
Platform, any information that the Borrower has indicated contains Non-Public Information will not be posted on that portion
of the Platform designated for such Public Lenders. If the Borrower has not indicated whether a document, notice or other
information provided to the Administrative Agent by or on behalf of the Borrower or any Subsidiary contains Non-Public
Information, the Administrative Agent reserves the right to post such information solely on the portion of the Platform
designated for Lenders that wish to receive material Non-Public Information with respect to the Borrower, the Subsidiaries
and its and their securities. Notwithstanding the foregoing, nothing in this Section 9.01(e) shall create any obligation on
the Borrower to indicate whether any information contains Non-Public Information, it being further agreed that if any such
indication is provided by the Borrower in its discretion, such indication shall create no obligation on the Borrower to
provide any such indication in the future.




(f)             Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected
the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to
enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable
law, including United State federal and state securities laws, to make reference to information that is not made available through
the “Public Side Information” portion of the Platform and that may contain non-public information with respect to
the Borrower, the Subsidiaries or its or their securities.



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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
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
are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of
this Agreement or any other Loan Document or consent to any departure by the Borrower or any other 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 or
Event of Default, regardless of whether the Administrative Agent, the Issuing Banks or any Lender may have had notice or
knowledge of such Default or Event of Default at the time. Notwithstanding the foregoing Borrower and Administrative Agent
may, without the consent of the other Lenders, amend, modify or supplement this Agreement and any other Loan Document to cure
any ambiguity, omission, typographical error, defect or inconsistency if such amendment, modification or supplement if the
same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.None
of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified (other than
the Agent Fee Letter, which may be amended in accordance with its terms) except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders (and a copy thereof shall be provided to the
Administrative Agent) or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided,
however, that no such amendment, waiver or consent shall: (i) extend or increase the Commitment of any Lender or any
Issuing Bank (including, without limitation, amending the definition of “Applicable Percentage”) without the
written consent of such Lender or such Issuing Bank, as applicable, (ii) reduce the principal amount of any Loan or Letter of
Credit or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each
Lender directly affected thereby and, in the case of any Letter of Credit, the applicable Issuing bank, (iii) postpone the
scheduled date of payment of the principal amount of any Loan or Letter of Credit, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of
any Commitment, without the written consent of each Lender directly affected thereby and, if applicable, the applicable
Issuing Bank; provided, however, that notwithstanding clause (ii) or (iii) of this Section 9.02(b), only the
consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the default
rate set forth in Section 2.10(h), (iv) change Section 2.15(b), Section 2.15(c) or any other Section
hereof providing for the ratable treatment of the Lenders, in each case in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, (v) release any Holdings Guaranty or all or
substantially all of the value of the Guaranties provided by the Guarantors, without the written consent of each Lender,
except to the extent the release of any Guarantor is permitted pursuant to Article 8 or Section 9.17 (in which
case such release may be made by the Administrative Agent acting alone), (vi) release all or substantially all of
the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled
to the Liens of the Security Documents, in each case without the written consent of each Lender (it being understood that
additional Loans pursuant to Section 2.18 may be equally and ratably secured by the Collateral with the then existing Secured
Obligations under the Security Documents), except to the extent the release of any Collateral is permitted pursuant to
Section 9.17 (in which case such release may be made by the Administrative Agent acting alone), (vii) change any of the
provisions of this Section or the percentage referred to in the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or
make any determination or grant any consent hereunder, without the written consent of each Lender or (viii) waive any
condition set forth in Section 4.01 (other than as it relates to the payment of fees and expenses of counsel), or, in
the case of any Loans made on the Effective Date, Section 4.02, without the written consent of each Lender and each
Issuing Bank. Notwithstanding anything to the contrary herein, no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent or the Issuing Banks hereunder without the prior written consent of the
Administrative Agent or the Issuing Banks, as the case may be (it being understood that any change to Sections 2.17
and 2.20 shall require the consent of the Administrative Agent and the Issuing Banks).




(c)            Notwithstanding
the foregoing, this Agreement may be amended as contemplated by (i)  Section 2.18 to effect New Commitments
pursuant to a Joinder Agreement with only the consent of the Administrative Agent, the Borrower, the other Loan Parties and
the New Lenders providing New Commitments, and (ii) Section 2.19 to effect an extension pursuant to an Extension
Agreement with only the consent of the Administrative Agent, the Borrower, the other Loan Parties and the Extending Lenders
and the New Extending Lenders.



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(d)            Notwithstanding
anything herein or in any other Loan Document to the contrary, during such period as a Lender is a Defaulting Lender, to the
fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers
hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be
taken into account in determining whether the Required Lenders or all of the Lenders or each directly affected Lender, as
required, have approved any such amendment or waiver; provided, however, that any such amendment or waiver that would
increase or extend the term of the Revolving Commitment of such Defaulting Lender, extend the date fixed for the payment of
principal or interest or fees owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing
to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting
Lender (other than in connection with the waiver of any obligation of the Borrower to pay interest at the default rate set
forth in Section 2.10(h)) or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this
paragraph, will require the consent of such Defaulting Lender.




(e)            Notwithstanding the foregoing, no Lender’s consent is required to enter into any Intercreditor Agreement, or to effect any
amendment, modification or supplement to the Term Loan Intercreditor Agreement, any other Intercreditor Agreement permitted under
this Agreement (i) that is for the purpose of adding the holders of Indebtedness permitted hereunder (or a Senior Representative
with respect thereto) as parties thereto, as expressly contemplated by the terms of the Term Loan Intercreditor Agreement or such
other intercreditor agreement or arrangement permitted under this Agreement or in any document pertaining to any Indebtedness
permitted hereby that is permitted to be secured by the Collateral, as applicable (it being understood that any such amendment
or supplement may make such other changes to the applicable intercreditor or subordination agreement as, in the good faith determination
of the Administrative Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any
material respect, as determined in the good faith by the Administrative Agent, to the interests of the Lenders) or (ii) that is
expressly contemplated by the Term Loan Intercreditor Agreement (or the comparable provisions, if any, of any other Intercreditor
Agreement or arrangement permitted under this Agreement) or (iii) that is otherwise permitted by Section 8.12 hereof; provided
further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder
or under any other Loan Document without the prior written consent of the Administrative Agent, as applicable.




(f)            Notwithstanding the foregoing, solely with the consent of the Borrower and each Lender (in
the case of Loans) and/or each applicable Issuing Bank (in the case of
Letters of Credit), subject to Section 2.02(b)(x), this Agreement may be amended or otherwise modified to permit the availability
of Loans and/or Letters of Credit denominated in a Permitted Foreign
Currency other than Australian Dollars, British Pounds, Canadian Dollars,
Euros, Hong Kong Dollars, Japanese Yen,
Singapore Dollars and Swiss Francs, and to make technical changes to this Agreement and any other Loan Document to accommodate
the inclusion of any such new currency (including the components of the interest rate applicable to any such Loan); provided,
that such rate of interest shall be administratively feasible for the Administrative Agent.



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Section
9.03           Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing
Banks, the Lenders, the Arrangers and their respective Affiliates, including, without limitation, the reasonable and
documented fees and disbursements of one primary firm of counsel for the Administrative Agent, the Issuing Banks, the Lenders
and the Arrangers, taken as a whole in connection with the syndication of the credit facilities provided for herein,
the preparation, execution, delivery and administration of this Agreement, any other Loan Document or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby
shall be consummated); provided that the Borrower’s obligations under this clause (a)(i) solely with respect to the
preparation, execution and delivery of the Loan Documents on the Effective Date shall be subject to the limitations provided
for in the Engagement Letter, and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent, the Issuing Banks, the Arrangers or any Lender, including, without limitation, the reasonable and documented fees,
disbursements and other charges of one primary firm of counsel for the Administrative Agent, the Issuing Banks, the Lenders
and the Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation
with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and, in the
case of an actual or potential conflict of interest where the Administrative Agent, the Issuing Banks, any Lender or any
Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another
primary firm of counsel for such affected person (and if reasonably necessary (as determined by such affected person in
consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate
jurisdiction)), in connection with the enforcement or protection of its rights in connection with this Agreement or any other
Loan Document, including its rights under this Section 9.03, or in connection with the Loans or Letters of Credit made
hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans.




(b)           The
Borrower shall indemnify the Administrative Agent, the Issuing Banks, the Arrangers and each Lender, and each Related Party,
successor, partner, representative or assign 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 reasonable and documented out-of-pocket expenses, including the reasonable and documented fees, charges and disbursements
of any a primary firm of counsel for all such Indemnitees (and if reasonably necessary (as determined by such Indemnitees in
consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction
and, in the case of an actual or potential conflict of interest where the Indemnitee affected by such conflict informs the
Borrower of such conflict and thereafter retains its own counsel, of another primary firm of counsel for such affected
Indemnitee (and if reasonably necessary (as determined by such affected Indemnitee in consultation with the Borrower), of a
single regulatory counsel and a single local counsel in each appropriate jurisdiction)), incurred by or asserted against any
Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result
of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the
Transactions or any other transactions contemplated hereby, or, in the case of the Administrative Agent (and any sub-agent
thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or
the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any
property owned, leased or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any
way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective action, suit, inquiry, 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 or the Borrower or any Affiliate of the Borrower); provided that such indemnity shall not, as to any Indemnitee,
be available, (w) with respect to Taxes and amounts relating thereto (other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim), (x) to the extent that such losses, claims, damages, liabilities, costs or
reasonable and documented out-of-pocket expenses are determined by a court of competent jurisdiction by final and
non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y)
if resulting from a material breach by such Indemnitee or one of its controlled Affiliates of its obligations under this
Agreement or any other Loan Document (as determined by a court of competent jurisdiction by final and non-appealable
judgment), or (z) if arising from any dispute between and among Indemnitees, to the extent such dispute does not involve an
act or omission by the Borrower or its Subsidiaries (as determined by a court of competent jurisdiction by final and
non-appealable judgment) other than any proceeding against the Administrative Agent or any Arranger, in each case, acting in
such capacity. The Borrower will not be required to indemnify any Indemnitee for any amount paid or payable by such
Indemnitee in the settlement of any such indemnified losses, claims, damages, liabilities, costs or reasonable and documented
expenses which is entered into by such Indemnitee without Borrower’s written consent (such consent not to be
unreasonably withheld, conditioned or delayed) unless the Borrower was offered the ability to assume the defense of the
action that was the subject matter of such settlement and elected not to so assume. In the case of any proceeding to which
the indemnity in this paragraph applies, such indemnity and reimbursement obligations shall be effective, whether or not such
proceeding is brought by the Borrower, any of its equityholders or creditors, an Indemnitee or any other Person, or an
Indemnitee is otherwise a party thereto.



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Without
limiting in any way the indemnification obligations of the Borrower pursuant to Section 9.03(b) or of the Lenders pursuant
to Section 8.06, to the extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any
claim against any Indemnitee and the Borrower and its Subsidiaries, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the Transactions or any Loan or Letter of Credit or
the use of the proceeds thereof (other than, in the case of the Borrower, in respect of any such damages incurred or paid by an
Indemnitee to a third party). No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any
information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic
or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct
of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.




(c)            All amounts due under this Section 9.03 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, except that (i) the Borrower may not 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 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 9.04. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants (to the extent provided in subsection (c) of this Section 9.04), Indemnitees (to the extent
provided in Section 9.03) 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.




(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 Revolving Commitment and the Revolving Loans
at the time owing to it) with the prior written consent of:




(A)           the Borrower (not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required for
an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is
continuing; and provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it
shall object thereto by written notice to the Administrative Agent within fifteen (15) Business Days after having received notice
thereof;




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(B)           the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative
Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund; and




(C)           the Issuing Banks (such consent not to be unreasonably withheld or delayed); provided that no consent of the Issuing Banks
shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund.




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






(A)          except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of
the assigning Lender’s Revolving Commitment or Revolving Loans and subject to Section 2.16(c), the amount of the
Revolving Commitment or Revolving Loans of the assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $15,000,000
(or a greater amount that is an integral multiple of $1,000,000), unless each of the Borrower and the Administrative Agent otherwise
consent; provided that no such consent of the Borrower shall be required if a Specified 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;




(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;




(D)           the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which
the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material
non-public information about the Borrower and its Related Parties or their respective securities) will be made available and
who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including
Federal and state securities laws;




(E)           no such assignment shall be made to (i) any Loan Party nor any Affiliate of a Loan Party, (ii) any Defaulting Lender or any of
its subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described
in this clause (ii), or (iii) any natural person;




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



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(G)           (a)           No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade
Date”) on which the assigning or participating Lender entered into a binding agreement to sell and assign or participate,
as applicable, all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented
to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered
a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any
assignee or Participant that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the
delivery of a supplement to the list of Competitors pursuant to clause (b) of the definition of “Disqualified Institution”),
(x) such assignee or Participant shall not retroactively be disqualified from becoming a Lender or Participant (but such Person
shall not be able to increase its Commitments or participations hereunder) and (y) such assignment or participation and, in the
case of an assignment, the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by
itself result in such assignee no longer being considered a Disqualified Institution. Any assignment or participation in violation
of this clause (G)(a) shall not be void, but the other provisions of this clause (G)(a) shall apply.




(b)           The
Administrative Agent shall have the right (but not the obligation), and the Borrower hereby expressly authorizes the
Administrative Agent, to (A) post the list of Disqualified Institutions and any updates thereto from time to time on the
Platform, including that portion of the Platform that is designated for “public side” Lenders and/or
(B)   provide the list of Disqualified Institutions and any updates thereto to each Lender or Participant
requesting the same.




(iii)           Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 9.04, 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 Section 2.12, Section 2.13, Section 2.14 and Section 9.03); provided that except to the
extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release
of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (c)
of this Section 9.04.



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(iv)          The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices
a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitment of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to
the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent
manifest error), and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from
time to time upon reasonable prior written notice. The Borrower agrees to indemnify the Administrative Agent from and against
any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this Section 9.04(b)(iv), except to the extent
that such losses, claims, damages or liabilities are determined by a court of competent jurisdiction by final and
non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of the Administrative
Agent. The Loans (including principal and interest) are registered obligations and the right, title, and interest of any
Lender or its assigns in and to such Loans shall be transferable only upon notation of such transfer in the
Register.




(v)            Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, 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 9.04 and any written consent
to such assignment required by paragraph (b) of this Section 9.04, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the Register; provided that if either the
assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section
2.04, Section 2.15(d) or Section 8.06, the Administrative Agent shall have no obligation to accept such
Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been
made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph.




(c)            (i)
Subject to Section 9.04(b)(ii)(G), any Lender may, (x) prior to an IPO, without the consent of, or notice to, the
Administrative Agent or the Issuing Banks but with the consent of the Borrower (not to be unreasonably withheld or delayed); provided that
no consent of the Borrower shall be required for a participation to a Lender, an Affiliate of a Lender, an Approved Fund or,
if a Specified Event of Default has occurred and is continuing, any other Participant; and provided, further, that the
Borrower shall be deemed to have consented to any such participation unless it shall object thereto by written notice to the
Administrative Agent within 15 Business Days after having received notice thereof, and (y) after an IPO, without the consent
of, or notice to, the Borrower, the Administrative Agent or the Issuing Banks, sell participations to one or more banks or
other entities (but not to the Borrower or an Affiliate thereof) (a “Participant”) in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the
Revolving Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations, (C)   the Borrower, the Administrative Agent, 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 this
Agreement and (D) prior to an IPO, unless consented to by the Borrower, no Participant (other than (x)   a
Participant that is a Lender, an Affiliate of a Lender or an Approved Fund or (y) if a Specified Event of Default has
occurred and is continuing, any other Participant) shall receive information regarding the Borrower and its subsidiaries or
this revolving credit facility provided pursuant to this Agreement (other than administrative notices delivered pursuant to Article
2). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section
9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section 9.04, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 (subject to the
requirements and limitations therein, including the requirements under Section 2.14(f) (it being understood that the
documentation required under Section 2.14(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 agrees to be subject to the provisions of Section 2.16 as if it were an assignee under paragraph (b)
of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender; provided such Participant agrees to be subject to Section 2.15(c) as though it were a
Lender.



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(ii)           A
Participant shall not be entitled to receive any greater payment under Sections 2.12 or 2.14 than the
applicable Lender would have been entitled to receive with respect to the participation sold to such Participant except to
the extent such entitlement to receive a greater payment results from a Change in Law requiring a payment under Section
2.12 that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation
agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate
the provisions of Section 2.16(b) with respect to any Participant.




(iii)          Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary 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 Revolving Loans or other obligations under the Loan Documents (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including
the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters
of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary
to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(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 Administrative Agent) shall have no responsibility for maintaining 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 without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank
or any other central bank having jurisdiction over such Lender, and this Section 9.04 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.




Section
9.05           Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of this Agreement, the making of any Loans and the 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, Event of Default or
incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Section
2.12, Section 2.13, Section 2.14, Section 2.20(g) and Section 9.03 and Article 8 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, the expiration or termination of the
Commitments, the resignation of the Administrative Agent, the replacement of any Lender or any Issuing Bank, the resignation
of an Issuing Bank or the termination of this Agreement or any provision hereof.



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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 and any separate letter agreements with respect to fees payable to
the Administrative Agent 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 other electronic
imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.




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. Without limiting the foregoing provisions
of this Section 9.07, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting
Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions
shall be deemed to be in effect only to the extent not so limited.




Section
9.08           Right of Setoff. If an Event of Default shall have occurred and be continuing, each Issuing Bank, each Lender and
each of their respective 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 by,
and other obligations at any time owing by such Issuing Bank, such Lender or such Affiliate to or for the credit or the account
of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by
such Issuing Bank or such Lender, irrespective of whether or not such Issuing Bank or such Lender, as applicable, shall have made
any demand under this Agreement and although such obligations may be unmatured; 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 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 Issuing Bank and
each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which
such Issuing Bank or such Lender may have. Each Issuing Bank and each Lender agrees to notify the Borrower and the Administrative
Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the
validity of such setoff and application.



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




(a)            THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, WHETHER BASED IN CONTRACT (AT LAW
OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW.




(b)            The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County, Borough of Manhattan and of the United States District Court
of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding 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 shall affect any right that the Administrative Agent or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the
courts of any jurisdiction.




(c)            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 in any court referred to in subsection (b) of this Section 9.09. 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 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 (AT LAW OR IN EQUITY), 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 9.10. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES IT JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.




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.




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Section
9.12           Confidentiality. (a) Each of the Administrative
Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below) and to
not use the Information for any purpose except in connection with the Loan Documents and related matters, and to not disclose
the Information; provided that nothing herein shall prevent the Administrative Agent, the Issuing Banks or the Lenders
(collectively, the “Credit Parties”) and their respective Affiliates from disclosing any Information (i) pursuant
to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or
otherwise as required by applicable law or compulsory legal process or to the extent requested or required by governmental
and/or regulatory authorities, in each case based on the reasonable advice of their legal counsel (in which case such Credit
Party agrees (except with respect to any audit or examination conducted by bank accountants or any governmental bank
regulatory authority exercising examination or regulatory authority (or any request by such a governmental bank regulatory
authority)) to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly
thereof prior to disclosure), (ii) upon the request or demand of any regulatory authority having or purporting to have
jurisdiction over an Credit Party or any of its Affiliates (in which case such Credit Party agrees (except with respect to
any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination
or regulatory authority (or any request by such a governmental bank regulatory authority)), to the extent practicable and not
prohibited by applicable law, to inform you promptly thereof prior to disclosure), (iii) to the extent that such Information
become publicly available other than by reason of improper disclosure by such Credit Party or any of its Affiliates in
violation of any confidentiality obligations owing to you or any of your Affiliates (including those set forth in this
Section), (iv) to the extent that such information is received by a Credit Party from a third party that is not, to such
Credit Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, or any of your
Affiliates, (v) to the extent that such information is independently developed by any Credit Party without use of the
Information, (vi) to each Credit Party’s Affiliates and to its and their respective employees, legal counsel,
independent auditors and other experts or agents who need to know such Information in connection with this Agreement and the
transactions contemplated hereby and who are informed of the confidential nature of such Information
(“Representatives”) and have agreed to be bound (or otherwise already bound by a written agreement) by
confidentiality obligations at least as protective of Information as those set forth herein (it being understood that each
Credit Party shall be responsible for any breach thereof by its Representatives), (vii) to potential Participants or
assignees (which would be permitted Participants or assignees under Section 9.04 and other than
Disqualified Institutions), in each case, who agree with or for the express benefit of the Borrower that they shall be bound
by the terms of this Section (or language substantially similar and not less protective of the Information than this
Section), including, without limitation, via a “click through” or other affirmative action on the part of the
potential Participant or assignee to access such Information in accordance with the standard syndication processes of such
Credit Party or customary market standards for dissemination of such Information; provided that prior to an IPO, no
Information may be disclosed to any Participant or prospective Participant without the prior consent of the Borrower
(provided that no consent of the Borrower shall be required for a participation to a Lender, an Affiliate of a Lender, an
Approved Fund or, if a Specified Event of Default has occurred and is continuing, any other Participant) and, with respect to
any prospective assignee, the applicable Lender shall have confirmed with the Administrative Agent and the Borrower that such
assignee is a permitted assignee pursuant to Section 9.04 hereof, prior to the disclosure of any Information to such
assignee under this clause (vii), (viii) to the extent the Borrower shall have consented to such disclosure in writing, (ix)
to the extent reasonably necessary or advisable in connection with the exercise of any remedy or enforcement of any right
under the Loan Documents and (x) for purposes of establishing a “due diligence” defense. For the purposes of this Section
9.12, “Information” means all memoranda or other information received from or on behalf of the
Borrower, in connection with the Loan Documents and the facilities under the Loan Documents, relating to the Borrower or its
business; provided that, in the case of Information received from the Borrower after the date hereof, such information
is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section 9.12 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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(b)            EACH ISSUING BANK AND EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(A) FURNISHED TO IT PURSUANT
TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE
SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND
THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL
AND STATE SECURITIES LAWS.




(c)            ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT
TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC
INFORMATION ABOUT THE BORROWER AND ITS RELATED PARTIES OR ITS SECURITIES. ACCORDINGLY, EACH ISSUING BANK AND EACH LENDER REPRESENTS
TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY
RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE
LAW.




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 9.13 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           No Advisory or Fiduciary Responsibility. In
connection with all aspects of each Transaction contemplated hereby (including in connection with any amendment, waiver or
other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its
Subsidiaries’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the
Administrative Agent, the Arrangers, the Issuing Banks and the Lenders are arm’s-length commercial transactions between
the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks and the
Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the
extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms,
risks and conditions of the Transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the
Administrative Agent, the Issuing Banks, the Arrangers and the Lenders is and has been acting solely as a principal and,
except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor,
agent or fiduciary for the Borrower or any of its Subsidiaries, or any other Person and (ii) neither the Administrative
Agent, any Issuing Bank, any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect
to the Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents;
and (c) the Administrative Agent, the Issuing Banks, each Arranger and the Lenders and their respective Affiliates may be
engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates,
and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender has any obligation to disclose any of such
interests to the Borrower or its Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries and
Affiliates, 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 the Administrative Agent, any Issuing Bank, any Arranger or any
Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the
other.



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




Section
9.16           USA PATRIOT Act. Each Lender, each Issuing Bank and the Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies the Borrower and each Guarantor that, pursuant to the requirements of the USA PATRIOT Act, it may be required
to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name
and address of the Borrower and each Guarantor and other information that will allow such Lender, such Issuing Bank or the Administrative
Agent, as applicable, to identify the Borrower and each Guarantor in accordance with the USA PATRIOT Act. The Borrower and each
Guarantor shall, promptly following a request by the Administrative Agent, any Issuing Bank or any Lender, provide all documentation
and other information that the Administrative Agent, any Issuing Bank or such Lender, as applicable, requests in order to comply
with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the USA PATRIOT Act.



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Section
9.17           Release of Guarantors; Release of Collateral.




(a)            Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably
authorized by each Lender (and each such Lender hereby expressly consents) (without requirement of notice to or consent of
any Lender except as expressly required by Section 9.02), and the Administrative Agent hereby agrees with the
Borrower, to take any action reasonably requested by the Borrower to effect the release of any Collateral from the Lien
created by the Security Documents or Guarantor from its Guaranty (i) to the extent necessary to permit consummation of any
transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 9.02
including, in each case and without limitation, any sale, transfer or other disposition of any Collateral or Guarantor (other
than to the Borrower or a Guarantor), (ii) to the extent any such release is permitted at such time pursuant to the Security
Agreements (including in connection with the grant of a Permitted Lien), (iii) as required by the terms of any Intercreditor
Agreement, (iv) to the extent any Collateral becomes Excluded Collateral (including, but not limited to, release of Pledged
Equity upon (x) the consummation of any third party financing with respect to any real estate owned by any Domestic
Subsidiary and (y) the transfer of such Pledged Equity that is permitted hereunder or by any Security Document (other than a
transfer to a Loan Party) or (v) under the circumstances described in paragraphs (b) or (c) below (and, upon
the consummation of any such transaction in preceding clause (i), (ii), (iii), (iv) or (v),
such Collateral shall be transferred free and clear of all Liens under the Security Documents and/or such Guarantor shall be
released from its obligations under its Guaranty); provided that in the case of any sale, transfer or other disposition (in a
single transaction or in a series of related transactions) of all or substantially all of the Pledged IP Collateral (as
defined in the U.S. Security Agreement) to any Subsidiary that is not a Guarantor, the Administrative Agent shall be required
to take any action requested by the Borrower to effect the release of such Pledged IP Collateral if and only if each of the
following additional conditions are satisfied: (x) no Default or Event of Default has occurred and is continuing immediately
prior to or after giving effect to such transaction(s), and (y) the Borrower shall have delivered to the Administrative Agent
a certificate of a Responsible Officer certifying that (1) the Borrower has determined that such sale, transfer or
other disposition is necessary or desirable in connection with a reorganization, restructuring, optimization or other similar
event/action in furtherance of the business interests of the Borrower and its Restricted Subsidiaries, taken as a whole, (2)
each transferee in such transaction or series of transactions is a Restricted Subsidiary (or will be designated as such
concurrently with the consummation of such transaction or series of transactions), and (3) the Borrower has received or will
receive consideration for such Pledged IP Collateral that constitutes fair market value of such Pledged IP Collateral as
determined by the Borrower in a commercially reasonable manner (which consideration may be in the form of an intercompany
note or Equity Interests issued by such Subsidiary).




(b)            At such time as the Obligations shall have been paid in full (other than contingent indemnification obligations not yet accrued
and payable), each of the Guaranties and the Holdings Guaranty shall be terminated and the Collateral shall be released from the
Liens created by the Security Documents with respect to the Loans, and the Security Documents and all obligations with respect
to the Loans (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under
the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.




(c)            Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the Lenders hereby agree, and the Administrative
Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender), to (i)
take any action required by the Borrower having the effect of releasing a Guarantor (other than Holdings) from its Guaranty
and as a Grantor under the Security Documents if (A) all or substantially all of the assets of such Guarantor have been sold
or otherwise disposed of (including by way of merger or consolidation) to a Person that is not a Borrower or a Guarantor, (B)
such Guarantor has been liquidated or dissolved or (C) such Guarantor becomes an Immaterial Subsidiary (and the Borrower has
provided notice thereof to the Administrative Agent), in each case to the extent not prohibited by any Loan Document and (ii)
enter into non-disturbance and similar agreements in connection with the licensing of intellectual property not prohibited by
this Agreement.




(d)            In
connection with any release of Collateral of the type described above in clause (a) or (c) or any other
transaction involving Collateral which transaction is not prohibited by the Loan Documents, notwithstanding anything to the contrary
contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (and
each such Lender hereby expressly consents) (without requirement of notice to or consent of any Lender except as expressly required
by Section 9.02) to take any action with respect to the Collateral requested by the Borrower to the extent necessary to
evidence such release or other transaction, including without limitation, executing agreements (including, without limitation,
with third parties) with respect to any Collateral, upon the delivery to the Administrative Agent of a certificate signed by an
officer of the Borrower stating that such action and the release of the Collateral or other transaction, as applicable, is permitted
by each Security Document applicable thereto.



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Section
9.18           Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Solely to the extent any Lender or Issuing
Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and
acknowledges and agrees to be bound by:




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




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






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






(ii)            a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under
this Agreement or any other Loan Document; or




(iii)           the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable
Resolution Authority.




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




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



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(b)            As used
in this Section 9.19, the following terms have the following meanings:






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




“Covered
Entity” means any of the following:




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




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




(iii)          a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).




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




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




Section
9.20           Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary
to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used
shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency
with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Loan
Party in respect of any such
sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding
any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance
with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent
that on the Business Day following receipt by the Administrative Agent or such Lender,
as the case may be, of any sum adjudged to be so due in the
Judgment Currency, the Administrative Agent or such Lender, as the case may be, may
in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the
amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any
Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the
amount of the Agreement Currency so  purchased is greater than the sum originally due to the Administrative Agent or any
Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of
 any excess to such Loan Party (or to any other Person who may be entitled thereto under Applicable law).




[Remainder
of page intentionally left blank; signature pages omitted]




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Annex
II


Schedule
2.01


As
of the Amendment Effective Date:


Lenders,
Revolving Commitments and Letter of Credit Issuer Sublimit


	Lender	 	Total Revolving Commitment	 	 	Letter of Credit Issuer Sublimit	 
	Barclays Bank PLC	 	$	300,000,000	 	 	$	146,341,463	 
	Bank of America, N.A	 	$	250,000,000	 	 	$	121,951,220	 
	Goldman Sachs Lending Partners LLC	 	$	250,000,000	 	 	$	121,951,220	 
	JPMorgan Chase Bank, N.A	 	$	250,000,000	 	 	$	121,951,220	 
	Morgan Stanley Senior Funding, Inc.	 	$	250,000,000	 	 	$	121,951,220	 
	Royal Bank of Canada	 	$	250,000,000	 	 	$	121,951,220	 
	The Toronto-Dominion Bank, New York Branch	 	$	250,000,000	 	 	$	121,951,220	 
	Citicorp North America, Inc.	 	$	240,000,000	 	 	 	N/A	 
	HSBC Bank USA, N.A	 	$	100,000,000	 	 	 	N/A	 
	Deutsche Bank AG Cayman Islands Branch	 	$	85,000,000	 	 	 	N/A	 
	Citibank, N.A	 	$	10,000,000	 	 	$	121,951,220	 
	Total	 	$	2,235,000,000	 	 	$	1,000,000,000