Exhibit 10.1


 


Execution Version


 


THIRD AMENDMENT TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT


 


April 22, 2022


 


THIS THIRD AMENDMENT TO THIRD
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is by and among EQM Midstream Partners, LP, a Delaware limited
partnership (the “Borrower”), the Lenders party hereto (collectively, the “Approving Lenders”)
and Wells Fargo Bank, National Association, in its capacity as Administrative Agent (the “Administrative Agent”), Swing Line
Lender, and an L/C Issuer under that certain Third Amended and Restated Credit Agreement, dated as of October 31, 2018, by and among
the Borrower, the Approving Lenders, any other Lenders from time to time party thereto, the Administrative Agent and any other Persons
named therein (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of March 30, 2020,
as amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of April 16, 2021, and as further
amended, restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Credit
Agreement” and as amended by this Amendment, the “Amended Credit Agreement”). Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings given to them in the Amended Credit Agreement.


 


WHEREAS, the Borrower has
requested that the Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement as more fully described herein,
including with respect to the reduction of Aggregate Revolving Commitments as provided herein; and


 


WHEREAS, the Approving Lenders
and the Administrative Agent have agreed to such amendments on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.            Amendment
of the Credit Agreement. Effective automatically and immediately upon the conditions precedent set forth in Section 3
of this Amendment having been satisfied (or waived in writing by the Administrative Agent and the Approving Lenders) (such time, the
 “Effective Time”), the parties hereto agree that the Credit Agreement (other than the signature pages, annexes, exhibits
and schedules thereto) is hereby amended in its entirety to read as set forth in Annex I attached hereto, and any notices or notice
periods required under the Loan Documents in connection with the implementation of a LIBOR Successor Rate (as defined in the Credit Agreement)
as required by Section 3.03(b) of the Credit Agreement are hereby waived.


 


2.            Amendment
of the Schedules and the Exhibits; Commitment Reduction and Reallocation. Effective automatically and immediately after the effectiveness
of the amendments set forth in Section 1 of this Amendment, the parties hereto agree that:


 


a)            The
Schedules and Exhibits to the Credit Agreement are hereby amended in their entirety to read as set forth in Annex II attached
hereto, and any notices or notice periods required under the Loan Documents in connection with the reduction of the Aggregate Revolving
Commitments implemented by the amendment of Schedule 2.06(a) of the Credit Agreement are hereby waived.


 


b)            The
Revolving Commitments of each of the Approving Lenders shall be increased or reduced as set forth in Schedule 2.01(a) of the Credit
Agreement included in Annex II hereto and each Approving Lender’s Revolving Note, to the extent outstanding, is hereby deemed
amended, such that the principal amount set forth on each Approving Lender’s Revolving Note reflects such Approving Lender’s
respective Revolving Commitment as set forth on such Schedule 2.01(a).


 






     


     


    

 


c)            All
Committed Loans outstanding immediately prior to the Effective Time, together with any additional amounts required pursuant to Section 2.05
of the Amended Credit Agreement, shall be prepaid in full (as depicted in the funds flow memorandum on file with the Administrative Agent)
with (i) the proceeds of the Request for Credit Extension referenced in Section 3(c) and/or any other sources of funds
available to the Borrower and (ii) any notices or notice periods required under Section 2.02 of the Credit Agreement and/or
the Amended Credit Agreement (with respect to such Request for Credit Extension) or under Section 2.05 of the Credit Agreement and/or
the Amended Credit Agreement (with respect to such prepayment) are hereby waived. Each Approving Lender agrees that the amount payable
to it pursuant to Section 3.05 of the Amended Credit Agreement in connection with such prepayment is zero.


 


3.            Conditions
of Effectiveness. The effectiveness of this Amendment is
subject to the conditions precedent that:


 


a)            the
Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Approving Lenders (which shall
constitute at least the “Required Lenders” as defined in the Credit Agreement) and the Administrative Agent;


 


b)            the
Administrative Agent shall have received (A) copies of corporate resolutions certified by a Responsible Officer of the General Partner,
on behalf of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s
incurrence of indebtedness with a Maturity Date as extended pursuant to the terms of this Amendment has been duly authorized and approved
and (B) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, dated as of the date hereof
certifying as to the representations and warranties contained in Section 4 of this Amendment shall be true and correct in
all respects as of the Effective Time;


 


c)            the
Administrative Agent shall have received a Request for Credit Extension duly executed by the Borrower and in an amount corresponding
to the funds flow memorandum on file with the Administrative Agent; and


 


d)            the
Borrower shall have paid all fees and other amounts required to be paid by the Borrower on or prior to the Effective Time pursuant to
(i) the Credit Agreement, (ii) this Amendment, or (iii) as otherwise agreed by the Borrower in writing, in each case to
the extent such fees and other amounts are invoiced to the Borrower at least three (3) Business Days prior to the Effective Time.


 


4.            Representations
and Warranties. The Borrower hereby represents and warrants as follows as of the Effective Time:


 


a)            The
Borrower has taken all necessary partnership or other organizational action to authorize the execution and delivery of this Amendment
and performance of the Amended Credit Agreement. Each of this Amendment and the Amended Credit Agreement constitutes the valid and binding
obligation of the Borrower, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency,
or similar laws of general application relating to the enforcement of creditors’ rights;


 


b)            The
representations and warranties of the Borrower contained in Article V of the Credit Agreement or in any other Loan Document (except
the representations and warranties in Sections 5.04(d) and 5.05 of the Credit Agreement, as to any matter which has heretofore been
disclosed in writing by the Borrower to the Lenders by written notice given to the Administrative Agent), shall be true and correct in
all material respects (provided that (i) if a representation or warranty is qualified by materiality or Material Adverse Effect,
then it shall be true and correct in all respects, and (ii) the representation and warranty made in Section 5.15(a) of
the Credit Agreement is true and correct in all respects) on and as of the Effective Time (or, if such representation or warranty speaks
as of an earlier date, as of such earlier date); and


 






    2


     


    

 


c)            No
Default or Event of Default exists immediately prior to and immediately after giving effect hereto.


 


5.            Reference
to and Effect on the Credit Agreement.


 


a)            This
Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Upon the effectiveness hereof, each reference
to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Amended Credit Agreement.


 


b)            Each
Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full
force and effect and are hereby ratified and confirmed.


 


c)            THIS
AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. Except
with respect to the subject matter hereof and the changes contemplated hereby, the execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender, nor constitute a waiver of any
provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in
connection therewith.


 


6.            Governing
Law; Venue; Waiver of Right to Trial by Jury; No General Partner’s Liability for Revolving Facility. This Amendment shall be
governed by, and construed in accordance with, the law of the State of New York. Sections 10.17(b), 10.19 and 10.22 of the Credit Agreement
shall apply to this Amendment, mutatis mutandis.


 


7.            Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.


 


8.            Counterparts.
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. This Amendment may be in the form of an Electronic Record and
may be executed using Electronic Signatures. For purposes hereof, “Electronic Record” and “Electronic Signature”
shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. Signatures delivered
by facsimile, PDF or other electronic transmission shall have the same force and effect as manual signatures delivered in person.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF, this
Amendment has been duly executed as of the day and year first above written.


 


	 	EQM MIDSTREAM PARTNERS, LP,
 as the Borrower
	 	 
	 	By: EQGP Services, LLC, its general partner
	 	 
	 	 	By:	 /s/ Kirk R. Oliver
	 	 	Name:	 Kirk R. Oliver
	 	 	Title:	 Senior Vice President and Chief Financial Officer






 


Signature Page to


Third Amendment to Credit Agreement


 






     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender, L/C Issuer and an Approving Lender
	 	 
	 	By:	 /s/ Borden Tennant
	 	Name:	 Borden Tennant
	 	Title:	 Director






 


Signature Page to


Third Amendment to Credit Agreement


 






     


     


    

 


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






 


Signature Page to


Third Amendment to Credit Agreement


 






     


     


    

 


	 	CITIBANK, N.A., as an Approving Lender
	 	 
	 	By:	 /s/ Todd Mogil
	 	Name:	 Todd Mogil
	 	Title:	Vice President






 


Signature Page to


Third Amendment to Credit Agreement


 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as an Approving Lender
	 	 
	 	By:	/s/ Stephanie Balette
	 	Name:	 Stephanie Balette
	 	Title:	Authorized Officer






 


Signature Page to


Third Amendment to Credit Agreement


 






     


     


    

 


	 	MUFG BANK, LTD., as an Approving Lender
	 	 
	 	By:	 /s/ Kevin Sparks
	 	Name:	 Kevin Sparks
	 	Title:	 Director






 


Signature Page to


Third Amendment to Credit Agreement


 






     


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, as an Approving Lender
	 	 
	 	By:	 /s/ Molly Callas
	 	Name:	 Molly Callas
	 	Title:	Assistant Vice President






 


Signature Page to


Third Amendment to Credit Agreement


 






     


     


    

 


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






 


Signature Page to


Third Amendment to Credit Agreement


 






     


     


    

 


	 	THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as an Approving
    Lender
	 	 
	 	By:	 /s/ Tyrone Nicholson
	 	Name:	Tyrone nicholson
	 	Title:	Manager






 


Signature Page to


Third Amendment to Credit Agreement


 






     


     


    

 


	 	TRUIST BANK, as an Approving Lender
	 	 
	 	By:	/s/ Lincoln LaCour
	 	Name:	 Lincoln LaCour
	 	Title:	 Vice President






 


Signature Page to


Third Amendment to Credit Agreement


 






     


     


    

 


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




 


Signature Page to


Third Amendment to Credit Agreement



 






     


     


    

 


	 	ROYAL BANK OF CANADA, as an Approving Lender
	 	 
	 	By:	/s/ Emilee Scott
	 	Name:	Emilee Scott
	 	Title:	Authorized Signatory




 


Signature Page to


Third Amendment to Credit Agreement



 






     


     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION, as an Approving Lender
	 	 
	 	By:	/s/ Jeffrey Cobb
	 	Name:	Jeffrey Cobb
	 	Title:	Director




 


Signature Page to


Third Amendment to Credit Agreement



 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as an Approving Lender
	 	 
	 	By:	/s/ Paul V. Farrell 
	 	Name:	Paul V. Farrell
	 	Title:	Vice President




 


Signature Page to


Third Amendment to Credit Agreement



 






     


     


    

 


	 	FIRST NATIONAL BANK OF PENNSYLVANIA, as an Approving Lender
	 	 
	 	By:	/s/ David G. Schaich 
	 	Name:	David G. Schaich
	 	Title:	Senior Vice President




 


Signature Page to


Third Amendment to Credit Agreement



 






     


     


    

 


Annex I


 


Credit Agreement


 


[see attached]


 






     


     


    

 


Annex I


 





 



 


THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


Dated as of October 31, 2018


 


among


 


EQM MIDSTREAM PARTNERS, LP,

as the Borrower,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Swing Line Lender and L/C Issuer,


 


The Other L/C Issuers Named Herein


 


and


 


The Other Lenders Party Hereto


 


 






 


PNC BANK, NATIONAL ASSOCIATION,


BARCLAYS BANK PLC,


CITIBANK, N.A.,


GOLDMAN SACHS BANK USA,


JPMORGAN CHASE BANK, N.A.,


THE BANK OF NOVA SCOTIA, HOUSTON BRANCH,


MUFG BANK, LTD.,


and


THE TORONTO-DOMINION BANK, NEW YORK BRANCH,


as

Co-Syndication Agents


 


WELLS FARGO SECURITIES, LLC,


PNC CAPITAL MARKETS LLC,


BARCLAYS BANK PLC,


CITIGROUP GLOBAL MARKETS, INC.,


JPMORGAN CHASE BANK, N.A.,


THE BANK OF NOVA SCOTIA, HOUSTON BRANCH,


MUFG BANK, LTD.,


TD SECURITIES (USA) LLC,


and


TRUIST SECURITIES, INC.,


as

Joint Lead Arrangers and Book Runners


 





 



 






     


     


    

 


 


 


	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	2




 


		1.01.	Defined Terms	2






		1.02.	Other Interpretive Provisions	36






		1.03.	Accounting Terms	36






		1.04.	Rounding	37






		1.05.	References to Agreements and Laws	37






		1.06.	Times of Day	37






		1.07.	Letter of Credit Amounts	37






		1.08.	Rates	38



 


	ARTICLE II THE COMMITMENTS AND BORROWINGS	38




 


		2.01.	The Loans	38






		2.02.	Borrowings, Conversions and Continuations of Loans	39






		2.03.	Letters of Credit	41






		2.04.	Swing Line Loans	49






		2.05.	Prepayments	52






		2.06.	Termination or Reduction of Commitments	53






		2.07.	Repayment of Loans	54






		2.08.	Interest	54






		2.09.	Fees	55






		2.10.	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	56






		2.11.	Evidence of Debt	56






		2.12.	Payments Generally	57






		2.13.	Sharing of Payments	59






		2.14.	Cash Collateral	60






		2.15.	Increase in Aggregate Revolving Commitments	61






		2.16.	Defaulting Lenders	62






		2.17.	Incremental Term Loans	65






		2.18.	Extension of Maturity Date	67






		2.19.	Benchmark Replacement Setting	69






		2.20.	Certain Reallocation Mechanics	70



 


	ARTICLE III taxes, yield protection and illegality	71




 


		3.01.	Taxes	71






		3.02.	Illegality	76






		3.03.	Inability to Determine Rates	76






		3.04.	Increased Cost and Reduced Return; Capital Adequacy	77






		3.05.	Funding Losses	78






		3.06.	Mitigation Obligations; Designation of a Different Lending Office	78






		3.07.	Matters Applicable to all Requests for Compensation	79






		3.08.	Survival	79



 


	ARTICLE IV CONDITIONS PRECEDENT TO CLOSING DATE AND TO CREDIT EXTENSIONS	79




 


		4.01.	Conditions of Closing Date and Initial Credit Extension	79






		4.02.	Conditions to all Credit Extensions	81



 






     


     


    

 


	ARTICLE V representations and warranties	82




 


		5.01.	Corporate Existence and Power	82






		5.02.	Corporate and Governmental Authorization; No Contravention	82






		5.03.	Binding Effect	82






		5.04.	Financial Information	82






		5.05.	Litigation	83






		5.06.	[Reserved]	83






		5.07.	Compliance with ERISA	83






		5.08.	Environmental Matters	83






		5.09.	Taxes	84






		5.10.	Subsidiaries	84






		5.11.	Regulatory Restrictions on Borrowing; Margin Regulations	84






		5.12.	Full Disclosure	84






		5.13.	Compliance with Laws	85






		5.14.	Material Contracts	85






		5.15.	Anti-Terrorism Laws	85






		5.16.	[Reserved]	85






		5.17.	Compliance with FCPA	85






		5.18.	Perfection of Security Interests in Incremental Term Loan Cash Collateral	86






		5.19.	Solvency	86






		5.20.	Affected Financial Institutions	86



 


	ARTICLE VI affirmative covenants	86




 


		6.01.	Information	86






		6.02.	Payment of Taxes	90






		6.03.	Maintenance of Property; Insurance	90






		6.04.	Conduct of Business and Maintenance of Existence	90






		6.05.	Compliance with Laws	90






		6.06.	Inspection of Property, Books and Records	90






		6.07.	Use of Proceeds	91






		6.08.	Governmental Approvals and Filings	91






		6.09.	[Reserved]	91






		6.10.	Incremental Term Loan Cash Collateral	91






		6.11.	[Reserved]	92






		6.12.	Anti-Money Laundering/International Trade Law Compliance	92



 


	ARTICLE VII Negative covenants	93




 


		7.01.	Liens	93






		7.02.	Financial Covenant	96






		7.03.	Transactions with Affiliates	96






		7.04.	Restricted Payments	97






		7.05.	Mergers and Fundamental Changes	97






		7.06.	Change in Nature of Business	97






		7.07.	Use of Proceeds	98






		7.08.	Dispositions	98






		7.09.	Debt	98






		7.10.	Changes in Fiscal Year; Organization Documents	99



 






    ii


     


    

 


	ARTICLE VIII events of default and remedies	101




 


		8.01.	Events of Default	101






		8.02.	Remedies Upon Event of Default	104






		8.03.	Application of Funds	105



 


	ARTICLE IX administrative agent	106




 


		9.01.	Appointment and Authorization of Administrative Agent	106






		9.02.	Rights as a Lender	106






		9.03.	Exculpatory Provisions	106






		9.04.	Reliance by Administrative Agent	107






		9.05.	Indemnification of Administrative Agent	108






		9.06.	Delegation of Duties	108






		9.07.	Resignation of Administrative Agent	109






		9.08.	Non-Reliance on Administrative Agent and Other Lenders	109






		9.09.	No Other Duties, Etc.	110






		9.10.	Administrative Agent May File Proofs of Claim	110






		9.11.	Erroneous Payments	111



 


	ARTICLE X MISCELLANEOUS	112




 


		10.01.	Amendments, Etc.	112






		10.02.	Notices; Effectiveness; Electronic Communication	115






		10.03.	No Waiver; Cumulative Remedies	117






		10.04.	Attorney Costs, Expenses and Taxes	117






		10.05.	Indemnification; Damage Waiver	118






		10.06.	Payments Set Aside	119






		10.07.	Successors and Assigns	119






		10.08.	Confidentiality	126






		10.09.	Set-off	126






		10.10.	Interest Rate Limitation	127






		10.11.	Counterparts	127






		10.12.	Integration	127





		10.13.	Survival of Representations and Warranties	127






		10.14.	Severability	127






		10.15.	[Reserved]	128






		10.16.	Replacement of Lenders	128






		10.17.	Governing Law	129






		10.18.	No Advisory or Fiduciary Responsibility	130






		10.19.	Waiver of Right to Trial by Jury	130






		10.20.	USA PATRIOT Act Notice	130






		10.21.	Entire Agreement	131






		10.22.	No General Partner’s Liability for Revolving Facility	131






		10.23.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	131






		10.24.	Amendment and Restatement	132






		10.25.	Acknowledgement Regarding Any Supported QFCs	132



 






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	SCHEDULES
	 
	2.01(a)	Revolving Commitments and Pro Rata Shares
	5.10	Subsidiaries
	10.02	Administrative Agent’s Office, Certain Addresses for Notices
	 
	EXHIBITS
	 
	Form of
	 
	A-1	Loan Notice
	A-2	Swing Line Loan Notice
	B-1	Revolving Note
	B-2	Incremental Term Note
	B-3	Swing Line Note
	C	Compliance Certificate
	D	Assignment and Assumption
	E	[Deleted]
	F	Form of Incremental Term Loan Agreement
	G-1	U.S. Tax Compliance Certificate (Form 1)
	G-2	U.S. Tax Compliance Certificate (Form 2)
	G-3	U.S. Tax Compliance Certificate (Form 3)
	G-4	U.S. Tax Compliance Certificate (Form 4)




 






    


     


    

 


tHIRD
AMENDED AND RESTATED CREDIT AGREEMENT


 


This THIRD AMENDED AND RESTATED
CREDIT AGREEMENT (“Agreement”) is entered into as of October 31, 2018, among EQM Midstream Partners, LP (f/k/a
EQT Midstream Partners, LP), a Delaware limited partnership (the “Borrower”), each lender from time to time party
hereto, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender, and an L/C Issuer, and the other L/C Issuers
named herein.


 


The Borrower, each of the
Lenders other than the New Lenders, and Wells Fargo Bank, National Association, as administrative agent, are party to that certain Second
Amended and Restated Credit Agreement, dated as of July 31, 2017 (the “Existing Credit Agreement”).


 


The Borrower and the Lenders
wish to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein.


 


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


 


ARTICLE I


 


DEFINITIONS AND ACCOUNTING TERMS


 


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


 


“Account Control
Agreement” means any securities account control agreement, deposit account control agreement or similar agreement entered into
in connection with the borrowing of, and as security for, any Incremental Term Loans, among the Borrower (as debtor), the Intermediary
(as securities intermediary or deposit bank, as applicable) and the Administrative Agent (as secured party), pursuant to which the Administrative
Agent, on behalf of the applicable Class of Incremental Term Lenders, obtains “control” (as defined in Section 8-106
or 9-104 of the Uniform Commercial Code, as applicable) of any Incremental Term Loan Cash Collateral held in an Incremental Term Loan
Cash Collateral Account.


 


“Acquisition”
by any Person, means (a) the acquisition by such Person, in a single transaction or in a series of related transactions, of property
or assets (other than capital expenditures or acquisitions of inventory or supplies in the ordinary course of business) constituting
a business unit or division of another Person or at least a majority of the securities having ordinary voting power for the election
of directors, managing general partners or the equivalent of another Person, in each case whether or not involving a merger or consolidation
with such other Person and whether for cash, property, services, assumption of Debt, securities or otherwise and (b) any Drop-Down
Acquisition.


 


“Adjusted Daily
Simple SOFR” means an interest rate per annum equal to (a) Daily Simple SOFR, plus (b) 0.10%; provided
that if Adjusted Daily Simple SOFR as so determined would be less than the Floor, Adjusted Daily Simple SOFR shall be deemed to be
equal to the Floor for the purposes of this Agreement and the other Loan Documents.


 


“Adjusted Term SOFR”
means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation, plus 0.10%; provided
that if Adjusted Term SOFR as so determined would be less than the Floor, Adjusted Term SOFR shall be deemed to be equal to the Floor
for the purposes of this Agreement and the other Loan Documents.


 






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


 


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


 


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


 


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


 


“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting
power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.


 


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


 


“Aggregate Commitments”
means the Aggregate Revolving Commitments and the Aggregate Incremental Term Commitments.


 


“Aggregate Incremental
Term Commitments” means the Incremental Term Commitments, if any, of all the Incremental Term Lenders, of each applicable Series.


 


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


 


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


 


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


 


“Applicable Rate”
means, the percentages per annum set forth in the “Pricing Grid” below, based upon the Public Debt Ratings of the Borrower:


 






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PRICING GRID


 


	Pricing

                                                                                Level
	 	 	Public Debt Ratings
 S&P/Moody’s/Fitch	 	Commitment Fee
 
	 	 	SOFR

                                                                                Loans and Daily

                                                                                Simple

                                                                                Swing Line Loans
	 	 	Letters

                                                                                of Credit
	 	 	Base

                                                                                Rate Loans
	 
	 	1	 	 	BBB+/Baa1/BBB+ or higher	 	 	0.125	%	 	 	1.125	%	 	 	1.125	%	 	 	0.125	%
	 	2	 	 	BBB/Baa2/BBB	 	 	0.150	%	 	 	1.250	%	 	 	1.250	%	 	 	0.250	%
	 	3	 	 	BBB-/Baa3/BBB-	 	 	0.200	%	 	 	1.375	%	 	 	1.375	%	 	 	0.375	%
	 	4	 	 	BB+/Ba1/BB+	 	 	0.300	%	 	 	1.750	%	 	 	1.750	%	 	 	0.750	%
	 	5	 	 	BB/Ba2/BB	 	 	0.450	%	 	 	2.250	%	 	 	2.250	%	 	 	1.250	%
	 	6	 	 	BB-/Ba3/BB-	 	 	0.500	%	 	 	2.750	%	 	 	2.750	%	 	 	1.750	%
	 	7	 	 	B+/B1/B+ or lower or unrated by S&P and Moody’s	 	 	0.500	%	 	 	3.000	%	 	 	3.000	%	 	 	2.000	%



 


 


“Public
Debt Ratings” means a rating to be based on the Borrower’s long-term senior unsecured non-credit enhanced debt ratings
established by S&P, Moody’s, and/or Fitch. If at any time there is a Public Debt Rating issued by each Designated Rating Agency
and such Public Debt Ratings differ, and (a) two Public Debt Ratings are equal to one another, then the pricing shall be based on
such Public Debt Ratings that are equal or (b) no Public Debt Ratings are equal, the intermediate Public Debt Rating will apply.
In the event that the Borrower shall maintain Public Debt Ratings from only two of S&P, Moody’s, or Fitch, and there is a split
in such Public Debt Ratings, (i) in the event of a single level split, the higher Public Debt Rating (i.e. the lower pricing) will
apply and (ii) in the event of a multiple level split, the pricing will be based on the rating one level lower than the higher of
the two. If only one Public Debt Rating is available, it must be from S&P or Moody’s and such Public Debt Rating shall apply.
In the event that the Borrower does not have a Public Debt Rating from at least one of S&P or Moody’s, then the Applicable
Rate shall be calculated at “Pricing Level 7” on the “Pricing Grid” above. Each change in the Applicable Rate
resulting from a publicly announced change in the Public Debt Ratings shall be effective during the period commencing on the date of
the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. For the avoidance
of doubt, the pricing level in effect on the Third Amendment Effective Date shall be “Pricing Level 6” on the “Pricing
Grid” above.


 


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


 


“Approving Lenders”
means each Lender party to the Third Amendment as of the Third Amendment Effective Date.


 


“Arranger”
means each of Wells Fargo Securities, LLC, PNC Capital Markets LLC, Barclays Bank PLC, Citigroup Global Markets, Inc., Goldman Sachs
Bank USA, JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, Houston Branch, MUFG Bank, Ltd. and TD Securities (USA) LLC in their
capacity as joint lead arrangers and book runners.


 


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


 






    	 	4	 



     


    

 


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


 


“Attorney Costs”
means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel and, without duplication,
the allocated cost of internal legal services and all expenses and disbursements of internal counsel.


 


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


 


“Availability Period”
means the period from and including the Closing Date to the Maturity Date.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a
term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period
pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component
thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark,
in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the
definition of “Interest Period” pursuant to Section 2.19(d).


 


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


 


“Base Rate”
means, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the Federal Funds Rate plus 0.5%, (b) the
Prime Rate, and (c) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.0%. Any change in the Base Rate shall
take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR.


 


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


 


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


 


“Base Rate SOFR
Determination Day” has the meaning specified in the definition of “Term SOFR”.


 


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


 






    	 	5	 



     


    

 


“Benchmark”
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the
Term 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 Section 2.19(a).


 


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


 


(a)           Adjusted
Daily Simple SOFR; or


 


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


 


If the Benchmark Replacement as determined pursuant
to clause (a) or (b) above would be less than the Floor, such Benchmark Replacement shall 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,
the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment,
that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention
for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.


 


“Benchmark Replacement
Date” means the earlier to occur of the following events with respect to the then-current Benchmark:


 


(a)            in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the
date of the public statement or publication of information referenced therein and (ii) 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


 


(b)            in
the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark
(or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of
such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof)
to be non-representative; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference
to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.


 






    	 	6	 



     


    

 


For the avoidance of doubt, the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) 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:


 


(a)        
   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);


 


(b)          
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 FRB, the FRBNY, an insolvency official with jurisdiction over the
administrator of such Benchmark (or such component), a resolution authority with jurisdiction over the administrator of 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


 


(c)          
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) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof)
announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will
not be, representative.


 


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


 


“Benchmark Unavailability
Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such
time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with Section 2.19 and (b) ending at the time that Benchmark Replacement has replaced the then-current Benchmark for
all purposes hereunder and under any Loan Document in accordance with Section 2.19.


 


“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.


 


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


 


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


 






    	 	7	 



     


    

 


“Borrowing”
means a Committed Borrowing, an Incremental Term Borrowing or a Swing Line Borrowing, as the context may require.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are
in fact closed in, New York City or the state where the Administrative Agent’s Office is located; provided that, in relation
to Daily Simple Swing Line Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such Daily Simple
Swing Line Loans, or any other dealings of such Daily Simple Swing Line Loan, any such day that is also a U.S. Government Securities
Business Day.


 


“Capital Lease”
means any lease of any property by the Borrower or any of its Subsidiaries, as lessee, that should, in accordance with GAAP (subject
to Section 1.03(b)), be classified and accounted for as a finance lease on a consolidated balance sheet of the Borrower and
its Subsidiaries.


 


“Capital Stock”
means shares of capital stock in a corporation, partnership interests in a partnership, 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 (other than any debt security which by its terms is convertible at
the option of the holder into Capital Stock, to the extent such holder has not so converted such debt security).


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Revolving
Lenders, as collateral for L/C Obligations or obligations of the Revolving Lenders to fund participations in respect of L/C Obligations,
cash or deposit account balances or, if the Administrative Agent and the applicable L/C Issuer shall agree, in their sole discretion,
other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent
and the applicable L/C Issuer.


 


“Cash Collateral”,
in such context, shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit
support.


 


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


 


“Change of Control”
means (a) the failure of the Borrower to own, directly or indirectly, 100% of the Capital Stock of Equitrans, L.P. or (b) except
in connection with a transaction permitted by and consummated in accordance with Section 7.05(iv), (i) the failure of
ETRN to own, directly or indirectly, a majority of the Voting Stock of the General Partner, or (ii) the failure of the General Partner
to be the general partner of, and to Control, the Borrower.


 


“Class”
(a) when used with respect to Lenders, refers to whether such Lenders are Revolving Lenders or Incremental Term Lenders having Incremental
Term Loans of the applicable Series, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving
Commitments or Incremental Term Commitments of the applicable Series and (c) when used with respect to Loans, refers to whether
such Loans are Revolving Loans or Incremental Term Loans of the applicable Series.


 






    	 	8	 



     


    

 


“Closing Date”
means October 31, 2018, which is the first date all the conditions precedent in Section 4.01 are satisfied or waived
in accordance with Section 4.01 (or, in the case of Section 4.01(e), waived by the Person entitled to receive
the applicable payment).


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral Documents”
means (a) each Account Control Agreement and (b) each other document executed and delivered in connection with the granting,
attachment and perfection of the Administrative Agent’s security interest in the Incremental Term Loan Cash Collateral, including,
without limitation, Uniform Commercial Code financing statements.


 


“Commercial Operation
Date” means, as context may require, the date on which a Qualified Project is scheduled to be or is actually substantially
complete and commercially operable or, at the option of the Borrower, with respect to a Qualified Project of any Designated Joint Venture,
a later date reasonably agreed by the Borrower and the Administrative Agent in light of the anticipated timing of dividends and distributions
from such Designated Joint Venture (but in any event no later than the end of the first full fiscal quarter after such a Qualified Project
is substantially complete and commercially operable).


 


“Commitment”
means, as to each Lender, its Revolving Commitment or Incremental Term Commitment, as applicable.


 


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


 


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


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit C or such other form reasonably acceptable to the Administrative
Agent.


 


“Conforming Changes”
means, with respect to either the use or administration of Term SOFR or Daily Simple SOFR or the use, administration, adoption or implementation
of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base
Rate”, the definition of “Business Day”, the definition of “U.S. Government Securities Business Day”, the
definition of “Interest Period” or any similar or analogous definition (or the addition of a concept 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 Section 3.05 and other technical,
administrative or operational matters) that the Administrative Agent (in consultation with the Borrower) decides may be appropriate to
reflect the adoption and implementation of any such rate or to permit the use and 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 (in consultation with the Borrower) decides
is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).


 






    	 	9	 



     


    

 


“Consolidated Debt”
means, as of any date of determination, the consolidated Debt of the Borrower and its Subsidiaries (other than Debt of the Borrower or
a Subsidiary solely resulting from a pledge of the membership interests or other equity interests in a Designated Joint Venture owned
by the Borrower or such Subsidiary securing indebtedness of such Designated Joint Venture).


 


“Consolidated EBITDA”
means, for any period, subject to Section 1.03(c), an amount equal to (a) Consolidated Net Income for such period plus
(b) to the extent deducted in determining Consolidated Net Income for such period, the aggregate amount of (i) taxes
based on or measured by income, (ii) Consolidated Interest Charges, (iii) transaction expenses incurred for such period related
to (A) the execution and delivery of this Agreement and any amendments, supplements, modifications, refinancings or replacements
thereto (including, without limitation, financing fees and expenses), (B) the execution and delivery of the Term Loan Agreement
and any amendments, supplements, modifications, refinancings or replacements thereto (including, without limitation, financing fees and
expenses), (C) the Specified Transactions, (D) any Qualified Acquisition and (E) any other debt incurrence permitted under
Section 7.09, provided, that, no such transaction expenses incurred after the First Amendment Effective Date
that exceed $10 million, in the aggregate, shall be added pursuant to this clause (iii), and (iv) depreciation and amortization
expense plus (c) the amount of cash dividends and cash distributions earned in such period by the Borrower and its Subsidiaries
on a consolidated basis from (i) unconsolidated subsidiaries of the Borrower or other Persons and (ii) Designated Joint Ventures,
provided that the amount of cash dividends and cash distributions earned in such period from Designated Joint Ventures formed, designated
or otherwise acquired after the First Amendment Effective Date and added pursuant to this clause (c)(ii) shall not exceed, in the
aggregate twenty-five percent (25%) of the total actual Consolidated EBITDA for such period (which total actual Consolidated EBITDA shall
be determined before giving effect to the inclusion of any such amounts from such Designated Joint Ventures) plus (d) the
amount collected during the period from finance lease arrangements with Affiliates to the extent not already recognized in Consolidated
Net Income plus (e) non-cash long term compensation expenses plus (f) to the extent the aggregate Deferred Revenue
Adjustment as determined by the Borrower resulted from an excess of consideration received over the amount of revenue recognized, which
would have had the effect of reducing Consolidated Net Income for such period, the aggregate Deferred Revenue Adjustment minus
(g) to the extent included in determining Consolidated Net Income for such period, other income and equity in earnings from unconsolidated
subsidiaries of the Borrower minus (h) any amounts previously added to Consolidated EBITDA pursuant to clause (e) above
during a prior period to the extent they are paid in cash during the current period minus (i) to the extent the aggregate
Deferred Revenue Adjustment as determined by the Borrower resulted from an excess of revenue recognized over the amount of consideration
received, which would have had the effect of increasing Consolidated Net Income for such period, the aggregate Deferred Revenue Adjustment.


 


“Consolidated Interest
Charges” means, for any period determined on a consolidated basis for the Borrower and its Subsidiaries, all interest expense
(including, without limitation, interest expense attributable to Capital Leases and all net payment obligations pursuant to interest
rate Swap Contracts) for such period, in accordance with GAAP.


 


“Consolidated Leverage
Ratio” means, as of the last day of each fiscal quarter of the Borrower, the ratio of (a) Consolidated Debt on such day
to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such day.


 


“Consolidated Net
Income” means, for any period, the net income of the Borrower and its Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP; provided that Consolidated Net Income shall not include (a) extraordinary gains or extraordinary
losses, (b) net gains and losses in respect of dispositions of assets other than in the ordinary course of business, (c) gains
or losses attributable to write-ups or write-downs of assets, including hedging and derivative activities in the ordinary course of business
and (d) the cumulative effect of a change in accounting principles, all as reported in the Borrower’s consolidated statement(s) of
operations for the relevant period(s) prepared in accordance with GAAP.


 






    	 	10	 



     


    

 


“Consolidated Net
Tangible Assets” means, at any date of determination, the total amount of consolidated assets of the Borrower and its Subsidiaries
minus the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets,
all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the Borrower and its Subsidiaries
for the most recently completed fiscal quarter for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or
Section 6.01(b), in accordance with GAAP.


 


“Consolidated Subsidiaries”
means, at any date, any Subsidiary or other entity, the accounts of which would be consolidated with those of the Borrower in its consolidated
financial statements if such statements were prepared as of such date. Notwithstanding the above, it is understood and agreed that a
Designated Joint Venture, upon consummation of the assumption or acquisition by the Borrower or any of its Subsidiaries of membership
interests or other interests in such Designated Joint Venture, will not be considered to be a Consolidated Subsidiary for purposes of
this Agreement whether or not it is required to be consolidated by GAAP; provided, that for the purposes of Sections 5.04(c),
6.01(a) and 6.01(b), “Consolidated Subsidiaries” shall include such Designated Joint Venture if and to
the extent required to be consolidated by GAAP; provided further, that in such instances, the Borrower will provide such financial
information for such Designated Joint Venture to the Lenders as the Lenders shall reasonably request to enable the Lenders to verify
what adjustments were made by the Borrower to Consolidated Debt, Consolidated EBITDA and other consolidated amounts in order to exclude
such Designated Joint Venture in calculating compliance with Section 7.02 of this Agreement.


 


“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.


 


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


 


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


 


“Covered Party”
has the meaning specified in Section 10.25.


 


“Credit Extension”
means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


 


“Credit Letter Agreement”
means that certain Letter Agreement, dated as of February 26, 2020, by and between EQT Corporation, a Pennsylvania corporation,
and the Borrower.


 


“Daily Simple SOFR”
means, for any day (a “SOFR Day”), a rate per annum equal to SOFR for the day (such day, the “Daily Simple
SOFR Determination Date”) that is three (3) U.S. Government Securities Business Days prior to (i) if such SOFR Day
is a U.S. Government Securities Business Day, such SOFR Day or (ii) if such SOFR Day is not a U.S. Government Securities Business
Day, the U.S. Government Securities Business Day immediately preceding such SOFR Day, in each case, as SOFR is published by the SOFR
Administrator on the SOFR Administrator’s website on the Daily Simple SOFR Determination Date. Any change in the Daily Simple SOFR
due to a change in SOFR shall be effective from and including the effective time of such change in SOFR without notice to the Borrower.


 






    	 	11	 



     


    

 


“Daily Simple Swing
Line Loan” means a Swing Line Loan that bears interest at a rate based upon Adjusted Daily Simple SOFR.


 


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


 


(a)            all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments (provided that, at no time shall surety bonds, performance bonds or similar instruments be included within
this clause (a) except to the extent of a reimbursement obligation then outstanding);


 


(b)            the
amount available to be drawn under all letters of credit (including standby and commercial) (other than letter of credit obligations
relating to indebtedness included in Debt pursuant to another clause of this definition) and, without duplication, the unreimbursed amount
of all drafts drawn thereunder;


 


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


 


(d)            debt
(excluding at any time (i) prepaid interest thereon and (ii) surety bonds, performance bonds or similar instruments to the
extent there is not a reimbursement obligation then outstanding) secured by a Lien on property owned or being purchased by such Person
(including debt arising under conditional sales or other title retention agreements), whether or not such debt shall have been assumed
by such Person or is limited in recourse;


 


(e)            Capital
Leases;


 


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


 


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


 


For all purposes hereof, the Debt of the Borrower
shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability
company) in which the Borrower or any Subsidiary of the Borrower is a general partner or a joint venturer (provided, however,
for the avoidance of doubt, as used in this sentence “joint venturer” shall not include a limited partner in a limited partnership),
unless such Debt is expressly made non-recourse to the Borrower or Subsidiary, as applicable.


 


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


 


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


 


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


 






    	 	12	 



     


    

 


“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.


 


“Defaulting Lender”
means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of the Loans required
to be funded by it hereunder within two Business Days following 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 determination
that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be
specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the applicable L/C Issuer,
the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation
in L/C Obligations or Swing Line Loans) within two Business Days following the date when due, (b) has notified the Borrower, the
Administrative Agent, the applicable L/C Issuer, the Swing Line Lender or any other Lender in writing or has made a public statement
to the effect, that it does not intend to comply with its funding obligations hereunder (unless such writing or public statement relates
to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination
that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified
in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after 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 or become the subject of a Bail-in Action, or (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; 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 any one or more of clauses (a) through (d) above shall
be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b))
upon delivery of written notice of such determination to the Borrower, the L/C Issuers, the Swing Line Lender and each Lender.


 


“Deferred Revenue
Adjustment” means, as to any applicable period, an aggregate net amount determined by the Borrower in good faith equal to the
difference between the amount of revenue recognized with respect to all contractual performance obligations and the amount of consideration
received with respect to all contractual performance obligations. Upon the reasonable request of the Administrative Agent, the Borrower
shall provide the Administrative Agent with supporting documentation for its calculation of the Deferred Revenue Adjustment.


 


“Delaware Divided
LLC” means any Delaware LLC which has been formed as a consequence of a Delaware LLC Division (excluding any dividing Delaware
LLC that survives a Delaware LLC Division).


 


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


 



    	 	13	 



     


    

 


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


 


“Designated Joint
Venture” means, (a) Mountain Valley Pipeline, (b) Eureka, (c) if so elected by the Borrower, with the prior
written consent of the Administrative Agent, one or more of Borrower’s non-wholly owned subsidiaries, whether owned on the Closing
Date or created or acquired after the Closing Date and (d) any direct or indirect subsidiary of any Designated Joint Venture under
clause (a), (b) or (c) of this definition while such election is in effect (it being understood and agreed
that, for the avoidance of doubt, if any Designated Joint Venture under clause (a), (b) or (c) of this
definition (i) would be a wholly-owned Subsidiary of the Borrower but for its status as a Designated Joint Venture, the Borrower
may make an election to designate such Designated Joint Venture as a Subsidiary (it being further understood and agreed that the Borrower
may not subsequently elect to re-designate a wholly-owned Subsidiary as a Designated Joint Venture) or (ii) would cease to have
any direct or indirect ownership retained by the Borrower, such entity shall, automatically and without further notice or other action,
cease to be a Designated Joint Venture for all purposes under this Agreement).


 


“Designated Rating
Agency” means S&P, Moody’s and/or Fitch.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including to a Delaware Divided LLC pursuant
to a Delaware LLC Division and any sale and leaseback transaction) of any property by the Borrower or any Subsidiary (including the Capital
Stock of any Subsidiary), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts
receivable or any rights and claims associated therewith.


 


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


 


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


 


“Drop-Down Acquisition”
means the acquisition by the Borrower or one or more of its Subsidiaries, in a single transaction or in a series of related transactions,
of property or assets from another Person (other than the Borrower or any of its Subsidiaries), so long as the property or assets being
acquired is engaged or used (or intended to be used), as applicable, primarily in the midstream energy business.


 


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


 


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


 


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


 


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


 






    	 	14	 



     


    

 


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


 


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


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.


 


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


 


“Erroneous Payment”
has the meaning specified in Section 9.11(a).


 


“ETRN”
means Equitrans Midstream Corporation, a Pennsylvania corporation.


 


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


 


“Eureka”
means Eureka Midstream Holdings, LLC, a Delaware limited liability company, any successor thereof and any Subsidiary thereof.


 


“Event of Default”
has the meaning specified in Section 8.01.


 


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


 






    	 	15	 



     


    

 


“Existing Credit
Agreement” has the meaning specified in the recitals hereto.


 


“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
and any agreements entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members
of the Federal Reserve System on such day (or, if such day is not a Business Day, for the immediately preceding Business Day), as published
by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published
for any day which is a Business Day, the average of the quotation for such day on such transactions received by the Administrative Agent
from three Federal Funds brokers of recognized standing selected by the Administrative Agent.


 


“Fee Letters”
means, collectively, (i) the fee letter agreement, dated October 9, 2018 among the Borrower and Wells Fargo, (ii) the
fee letter agreement, dated October 9, 2018 among the Borrower, Wells Fargo, Wells Fargo Securities, LLC, PNC Capital Markets, LLC
and PNC Bank, (iii) the fee letter agreement, dated as of March 30, 2020 between the Borrower, Wells Fargo and Wells Fargo
Securities, LLC, (iv) the fee letter agreement, dated as of April 16, 2021 between the Borrower, Wells Fargo and Wells Fargo
Securities LLC, and (v) with respect to an L/C Issuer, any additional fee letter agreement between it and the applicable Borrower
with respect to Letters of Credit issued hereunder by such L/C Issuer.


 


“First Amendment
Effective Date” means March 30, 2020.


 


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


 


“Floor”
means a rate of interest equal to 0.00% per annum.


 


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


 


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


 


“FRBNY”
means the Federal Reserve Bank of New York.


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to an L/C Issuer, such Defaulting Lender’s Pro Rata Share
of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has
been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the
Swing Line Lender, such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans other than Swing Line Loans as to
which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders.


 


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


 


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


 






    	 	16	 



     


    

 


“Gas Gathering Agreement”
means that certain Gas Gathering and Compression Agreement, dated as of February 26, 2020, by and among EQT Corporation, a Pennsylvania
corporation, EQT Production Company, a Pennsylvania corporation, Rice Drilling B LLC, a Delaware limited liability company, EQT Energy,
LLC, a Delaware limited liability company, and EQM Gathering Opco, LLC, a Delaware limited liability company, as amended, restated, supplemented,
modified, waived or replaced from time to time.


 


“General Partner”
means EQGP Services, LLC, a Delaware limited liability company (including any permitted successors and assigns under the Partnership
Agreement) or any other Person that becomes the general partner of the Borrower so long as such Person is a Subsidiary of ETRN.


 


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


 


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


 


“Hammerhead Project”
means that certain project referred to as the “Hammerhead Project” in that certain letter agreement with respect to Qualified
Project EBITDA Adjustments, dated as of October 25, 2019, by and between the Borrower and the Administrative Agent.


 


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


 


“Increase Effective
Date” has the meaning set forth in Section 2.15(b).


 


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


 


“Incremental Term
Commitments” means, for any Incremental Term Lender, the commitment of such Incremental Term Lender to make Incremental Term
Loans pursuant to Section 2.01(b), as such commitment (i) is set forth in the applicable Incremental Term Loan Agreement
delivered pursuant to Section 2.17 and (ii) may be reduced or terminated in accordance with this Agreement.


 






    	 	17	 



     


    

 


“Incremental Term
Lender” has the meaning specified in Section 2.17(b). For the avoidance of doubt, any Person that (i) has
no Incremental Term Loan owed to it and (ii) whose Incremental Term Commitment was terminated prior to funding will not be an “Incremental
Term Lender”.


 


“Incremental Term
Loan Agreement” means, with respect to any borrowing of Incremental Term Loans pursuant to Section 2.17, (a) an
amendment to this Agreement substantially in the form of Exhibit F hereto, executed by the Borrower and the applicable Incremental
Term Lenders for a Series of Incremental Term Loans, and acknowledged by the Administrative Agent, or (b) an amendment to,
or restatement, amendment and restatement or modification of, this Agreement, executed by the Borrower, the applicable Incremental Term
Lenders for a Series of Incremental Term Loans and the Administrative Agent in accordance with Section 10.01 hereof,
in each case evidencing the applicable Incremental Term Lender’s agreement to provide Incremental Term Loans, the Borrower’s
obligation to repay such Incremental Term Loans and provide Incremental Term Loan Cash Collateral therefor, and effecting such other
amendments hereto as are contemplated by Section 10.01.


 


“Incremental Term
Loan Cash Collateral” means, with respect to any Series of Incremental Term Loans, each of the following instruments and
securities to the extent having maturities (for purposes of this definition, “maturities” shall mean (i) weighted average
life for asset-backed securities, mortgage-backed securities, commercial mortgage-backed securities and collateralized mortgage obligations,
and the next reset date for auction rate securities and (ii) with respect to mutual funds, the weighted average maturity of the
investments it owns) not greater than 180 days from the date of acquisition thereof:


 


(a)            cash;


 


(b)            investments
in money market mutual funds that are registered with the SEC and subject to Rule 2a-7 of the Investment Company Act of 1940, as
amended, and have a net asset value of 1.0, provided, that in the event due to a Change in Law with respect to Rule 2a-7
such Rule 2a-7 ceases to require such funds to have a net asset value of 1.0, such funds shall comply with such alternate requirements
as such Rule 2a-7 as revised may require;


 


(c)            U.S.
Treasury Notes;


 


(d)            direct
obligations of the United States and other obligations whose principal and interest is fully guaranteed by the United States;


 


(e)            money
market instruments (including, but not limited to, commercial paper, banker’s acceptances, time deposits and certificates of deposits),
other than instruments issued by Affiliates of Lenders, rated A-1 by S&P, P-1 by Moody’s or F-1 by Fitch at the time of purchase;


 


(f)            obligations
of corporations or other business entities (excluding structured obligations and obligations of any Affiliates of Lenders, or any obligations
convertible into equity) rated AAA by S&P, Aaa by Moody’s or AAA by Fitch at the time of purchase;


 


(g)            repurchase
obligations that are collateralized no less than 100% (and, to the extent commercially available, not less than 102%) of market value
(including accrued interest) by obligations of the United States government or one of its sponsored enterprises or agencies;


 






    	 	18	 



     


    

 


(h)            municipal
obligations issued by any state of the United States of America or any municipality or other political subdivision of any such state
rated AAA by S&P, Aaa by Moody’s or AAA by Fitch at the time of purchase; and


 


(i)        
     shares in bond mutual funds that are registered under the Investment Company Act of 1940, as amended,
that invest solely in the items set forth in (a)-(h) above and rated AAA by S&P, Aaa by Moody’s or AAA by Fitch at
the time of purchase,


 


in each case above which
is held in any Incremental Term Loan Cash Collateral Account and is subject to an Account Control Agreement and in which the Administrative
Agent has, on behalf of the applicable Class of Incremental Term Lenders, a perfected security interest prior to all other Liens
(other than inchoate Liens permitted under Section 7.01).


 


Notwithstanding the above,
at the time of purchase, no one issuer will be more than $30,000,000 of the value of the Incremental Term Loan Cash Collateral. This
rule excludes (i) direct obligations of the United States, (ii) U.S. Treasury Notes, (iii) obligations of United
States sponsored agencies and enterprises, (iv) money market funds, (v) repurchase agreements and (vi) securities that
have an effective maturity no longer than the next Business Day. Obligations of United States sponsored agencies and enterprises are
limited to the greater of $100,000,000 or 40% of the value of the Incremental Term Loan Cash Collateral at time of purchase, per issuer.
For purposes of calculating the amount of Incremental Term Loan Cash Collateral on deposit in any Incremental Term Loan Cash Collateral
Account hereunder, Incremental Term Loan Cash Collateral of an issuer that exceeds the $30,000,000 or the greater of $100,000,000
or 40% thresholds set forth above shall be excluded from such calculation.


 


“Incremental Term
Loan Cash Collateral Account” means any securities account or deposit account of the Borrower established and maintained with
an Intermediary in connection with the borrowing of, and as security for, any Incremental Term Loans.


 


“Incremental Term
Loans” has the meaning specified in Section 2.17(a) and, for the avoidance of doubt, includes each Series of
Incremental Term Loans.


 


“Incremental Term
Note” means a promissory note made by the Borrower in favor of an Incremental Term Lender evidencing Incremental Term Loans
made by such Lender, substantially in the form of Exhibit B-2.


 


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


 


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


 


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


 


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


 


“Initial L/C Issuer”
means each of Wells Fargo, PNC Bank, Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., The Bank of
Nova Scotia, Houston Branch, MUFG Bank, Ltd. and The Toronto-Dominion Bank, New York Branch in its capacity as an issuer of Letters
of Credit hereunder.


 






    	 	19	 



     


    

 


“Intercompany Loan
Agreement” means that certain Loan Agreement, dated as of March 3, 2020, by and between the Borrower, as lender, and ETRN,
as borrower, as amended, restated, supplemented, modified, waived or replaced from time to time.


 


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


 


“Interest Period”
means, as to any SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan
and ending on the date one (1), three (3) or six (6) months thereafter, in each case as selected by the Borrower in its Loan
Notice and subject to availability; provided that:


 


(a)            the
Interest Period shall commence on the date of advance of or conversion to any SOFR Loan and, in the case of immediately successive Interest
Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;


 


(b)            if
any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of
the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business
Day;


 


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


 


(d)            no
tenor that has been removed from this definition pursuant to Section 2.19(d) shall be available for specification in
any Loan Notice; and


 


(e)            no
Interest Period shall extend beyond the latest Maturity Date then in effect.


 


“Intermediary”
means, with respect to any Series of Incremental Term Loans, any deposit bank or securities intermediary, as applicable, that holds
Incremental Term Loan Cash Collateral, specified as such in the applicable Incremental Term Loan Agreement.


 


“Investment Grade
Rating” means (a) a BBB- rating or higher from S&P, (b) a Baa3 rating or higher from Moody’s or (c) a
BBB- rating or higher from Fitch.


 


“IRS”
means the United States Internal Revenue Service.


 


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


 


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


 






    	 	20	 



     


    

 


“L/C Advance”
means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro
Rata Share.


 


“L/C Borrowing”
means an extension of credit from the applicable L/C Issuer resulting from a drawing under any Letter of Credit which has not been reimbursed
by the Borrower on the date when made or refinanced as a Committed Borrowing.


 


“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount
thereof.


 


“L/C Issuance Limit”
(a) with respect to each Initial L/C Issuer, an aggregate amount equal to $45,000,000, and (b) with respect to any Lender which
agrees to be an L/C Issuer after the Closing Date, the amount agreed in writing from time to time by such L/C Issuer, the Borrowers and
the Administrative Agent, in each case subject to the terms of Section 2.03.


 


“L/C Issuer”
means (i) the Initial L/C Issuers, (ii) any other Lender or its Affiliate that may issue Letters of Credit hereunder, as mutually
agreed to by Administrative Agent, the Borrower and such Lender, in such Person’s capacity as issuer of Letters of Credit hereunder
(including as of the Third Amendment Effective Date, Truist Bank), or (iii) any successor issuer of Letters of Credit hereunder.
As used herein, the term “the L/C Issuer” shall mean “each L/C Issuer” or “the applicable L/C Issuer,”
or, collectively, “the L/C Issuers”, as the context may require.


 


“L/C Obligations”
means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts (including all L/C Borrowings). For purposes of computing the amount available to be drawn under any Letter
of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by
reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount
so remaining available to be drawn.


 


“Lenders”
means the Revolving Lenders and the Incremental Term Lenders, if any, and as the context requires, the Swing Line Lender.


 


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


 


“Letter of Credit”
means (i) any standby letter of credit issued on or after the Closing Date hereunder, and (ii) any “Letter of Credit”
(as defined in the Existing Credit Agreement) issued and outstanding on the Closing Date; provided that (i) each such letter of
credit was issued by a L/C Issuer and the aggregate stated amount of such letters of credit, when added to the stated amount of all other
Letters of Credit issued by such L/C Issuer, would not result in the Outstanding Amount of the L/C Obligations with respect to Letters
of Credit issued by such L/C Issuer to exceed such L/C Issuer’s L/C Issuance Limit, and (ii) the aggregate stated amount of
such letters of credit, when added to the aggregate stated amount of all other Letters of Credit then outstanding, does not result in
(x) the Total Revolving Outstandings exceeding the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed
Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Pro Rata Share of the Outstanding Amount of all Swing Line Loans exceeding such Lender’s Commitment, or (z) the Outstanding
Amount of the L/C Obligations exceeding the Letter of Credit Sublimit.


 






    	 	21	 



     


    

 


“Letter of Credit
Application” means an application, an application and agreement, or other similar document in the nature of an application
required by the L/C Issuer, for the issuance or amendment of a Letter of Credit, in the form from time to time in use by the L/C Issuer.


 


“Letter of Credit
Expiration Date” means the day that is seven days prior to the Stated Maturity Date (or, if such day is not a Business Day,
the next preceding Business Day).


 


“Letter of Credit
Sublimit” means an amount equal to $400,000,000, as such amount may be reduced pursuant to Section 2.06. The Letter
of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.


 


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


 


“Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan, a Swing Line Loan
or an Incremental Term Loan.


 


“Loan Documents”
means this Agreement, each Note, the Fee Letters and each other document, instrument, certificate and agreement designated as a Loan
Document by the Borrower and the Administrative Agent from time to time.


 


“Loan Notice”
means a notice of (a) a Borrowing of Committed Loans or Incremental Term Loans, (b) a conversion of Committed Loans or Incremental
Term Loans from one Type to the other or (c) a continuation of SOFR Loans, pursuant to Section 2.02(a), which shall
be substantially in the form of Exhibit A-1.


 


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


 


“Master Assignment”
means that certain Master Assignment and Acceptance Agreement of even date herewith by and among the Administrative Agent, the Lenders,
the “Exiting Lenders” party thereto and acknowledged and consented to by the Borrower.


 


“Material Adverse
Effect” means (a) a material adverse change in the operations, business or financial condition of the Borrower and its
Consolidated Subsidiaries, taken as a whole, (b) a material impairment of the ability of the Borrower to perform its obligations
under any Loan Document to which it is a party or (c) a material adverse effect upon the legality, validity, binding effect or enforceability
against the Borrower of any Loan Document to which it is a party.


 


“Material Debt”
means Debt (other than the Loans) of the Borrower and one or more Subsidiaries, arising in one or more related or unrelated transactions,
in an aggregate principal or face amount exceeding $25,000,000.


 


“Material Disposition”
means the Disposition by any Person, in a single transaction or in a series of related transactions, of either (a) property or assets
constituting a business unit or division of such Person to another Person or (b) a majority or greater of the securities having
ordinary voting power for the election of directors, managing general partners or the equivalent of a Subsidiary of such Person to another
Person, in each case whether or not involving a merger or consolidation with such other Person.


 






    	 	22	 



     


    

 



 


“Material Plan”
means, at any time, a Plan or Plans having aggregate Unfunded Liabilities in excess of $25,000,000.


 


“Material Subsidiary”
means any Domestic Subsidiary of Borrower for which (i) its assets and the assets of its consolidated Subsidiaries comprise more
than 5% of the assets of the Borrower and its Consolidated Subsidiaries, or (ii) its revenue and the revenue of its consolidated
Subsidiaries comprise more than 5% of the revenue of the Borrower and its Consolidated Subsidiaries, in each case determined on a consolidated
basis in accordance with GAAP as of the end of the most recent fiscal year.


 


“Maturity Date”
means the earlier of (a) the applicable Stated Maturity Date and (b) the effective date of any other termination, cancellation,
or acceleration of all Commitments under this Agreement.


 


“Merger Agreement”
means that certain Agreement and Plan of Merger, dated as of February 26, 2020, by and among ETRN, the Borrower and the other Persons
party thereto, as amended, restated, supplemented, modified, waived or replaced from time to time.


 


“Minimum Collateral
Amount” means, at any time, an amount equal to 102% of the Fronting Exposure applicable to any Defaulting Lender with respect
to Letters of Credit issued and outstanding at such time.


 


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


 


“Mountain Valley
Pipeline” means, collectively, Mountain Valley Pipeline, LLC, a Delaware limited liability company, any series or successor
thereof and any Subsidiary thereof.


 


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


 


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


 


“MVP Forward Construction
Mobilization” means the issuance of one or more onboarding notices and/or construction season plans by Mountain Valley Pipeline
to its contractors for the mobilization of forward construction to complete the MVP Project. For the avoidance of doubt any or all of
the following shall not, in and of themselves, constitute MVP Forward Construction Mobilization: (i) any maintenance activities on
the MVP Project, including right-of-way maintenance and equipment and inventory maintenance and security related to the MVP Project, (ii) any
land reclamation efforts, (iii) any construction-related activities, the primary purpose of which is not directly related to active
progress in the construction and completion of the MVP Project, or (iv) any combination of such activities.


 






    	 	23	 



     


    

 


“MVP Mobilization
Effective Date” means for all purposes under this Agreement or any other Loan Document (including, without limitation, Section 7.02
of this Agreement), effective without any further action by the Administrative Agent, any Lender or Lenders, the Borrower or any other
Person, the date set forth in the certificate referred to in clause (b) below, in each case subject to the satisfaction of
the following conditions:


 


(a)            Mountain
Valley Pipeline has recommenced MVP Forward Construction Mobilization and has made or committed to make under binding agreements capital
expenditures in respect of such recommencement of MVP Forward Construction Mobilization; and


 


(b)            the
delivery by the Borrower to the Administrative Agent a certificate signed by a Responsible Officer (i) certifying that the condition
described in clause (a) above is satisfied, and (ii) identifying the “MVP Mobilization Effective Date”, which
shall be, in the Borrower’s sole discretion, (x) the first day of the fiscal quarter in which such certificate is delivered
to the Administrative Agent or (y) the first day of the fiscal quarter immediately following the fiscal quarter in which such certificate
is delivered to the Administrative Agent.


 


“MVP Project”
means that certain project referred to as the “MVP Project” in that certain letter agreement with respect to Qualified Project
EBITDA Adjustments, dated as of October 25, 2019, by and between the Borrower and the Administrative Agent.


 


“New Lenders”
has the meaning set forth in the Master Assignment.


 


“Non-Approving Lender”
means each Lender which was a Lender as of the Third Amendment Effective Date and which was not an Approving Lender.


 


“Non-Consenting Lender”
means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of each Lender or all affected
Lenders in accordance with the terms of Section 10.01 and (b) 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-Extended Loans/Commitments”
means the Revolving Loans and Revolving Commitments held by a Non-Approving Lender as of the Third Amendment Effective Date.


 


“Note”
means a Revolving Note, Swing Line Note or an Incremental Term Note.


 


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


 


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


 






    	 	24	 



     


    

 


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


 


“Other Taxes”
means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document except (i) any such Taxes that are Other Connection Taxes imposed with respect
to an assignment (other than an assignment made pursuant to Section 10.16) and (ii) any interest, fines, or penalties
applicable to Taxes, and any additions to Tax, in each case that are owing by any Recipient as a result of such Recipient’s gross
negligence or willful misconduct.


 


“Outstanding Amount”
means (i) with respect to Committed Loans on any date, the aggregate outstanding principal amount thereof after giving effect to
any borrowings and prepayments or repayments of such Committed Loans occurring on such date; (ii) with respect to Swing Line Loans
on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of
such Swing Line Loans occurring on such date; and (iii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the
L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit
or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.


 


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


 


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


 


“Partnership Agreement”
means the Fourth Amended and Restated Agreement of Limited Partnership of the Borrower dated as of April 10, 2019 among the General
Partner, Equitrans Gathering Holdings, LLC, EQM GP Corporation and Equitrans Midstream Holdings, LLC, together with any other Persons
(as defined therein) who are or who become Partners (as defined therein) in the Borrower or parties thereto as provided therein, as amended
through the First Amendment Effective Date and as further amended, restated, amended and restated, or otherwise modified from time to
time in a manner not prohibited by this Agreement.


 


“Partnership Restructuring
Event” has the meaning given to such term in the Partnership Agreement.


 


“Partnership Rollup
Event” has the meaning given to such term in the Partnership Agreement.


 


“Payment Recipient”
has the meaning specified in Section 9.11(a).


 


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


 


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


 






    	 	25	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Prime Rate”
means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate.
Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties
hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not
necessarily be its lowest or best rate charged to its customers or other banks.


 


“Pro Rata Share”
means, with respect to (a) each Revolving Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal
place), the numerator of which is the amount of the Revolving Commitment of such Revolving Lender at such time and the denominator of
which is the amount of the Aggregate Revolving Commitments at such time; provided that, if the commitment of each Revolving Lender
to make Revolving Loans has been terminated pursuant to Section 8.02, then the Pro Rata Share of each Revolving Lender shall
be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent
assignments made pursuant to the terms hereof and (b) each Incremental Term Lender under a given Class at any time, a fraction
(expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the aggregate outstanding principal amount
of the Incremental Term Loans of such Incremental Term Lender with respect to such Class at such time (or, if the full amount of
Incremental Term Loans under the applicable Incremental Term Commitment shall not yet have been made, the aggregate amount of the Incremental
Term Commitments of such Incremental Term Lender with respect to such Class at such time) and the denominator of which is the aggregate
outstanding principal amount of the Incremental Term Loans with respect to such Class at such time (or, the full amount of Incremental
Term Loans under the applicable Incremental Term Commitment shall not yet have been made, the amount of the Aggregate Incremental Term
Commitments with respect to such Class at such time). When a Defaulting Lender shall exist, “Pro Rata Share” shall be
calculated without including any Defaulting Lender’s Revolving Commitment or Incremental Term Loans (or Incremental Term Commitments,
as applicable). The initial Pro Rata Shares of each Revolving Lender are set forth opposite the name of such Revolving Lender on Schedule 2.01(a) or,
if such Revolving Lender becomes a Revolving Lender pursuant to Section 2.15, then in the applicable amendment to this Agreement
giving effect to the applicable Increase Effective Date, or in the Assignment and Assumption pursuant to which such Revolving Lender becomes
a party hereto, as applicable. The initial Pro Rata Shares of each Incremental Term Lender will be set forth in the applicable Incremental
Term Loan Agreement or in the Assignment and Assumption pursuant to which such Incremental Term Lender becomes a party hereto, as applicable.


 






    	 	26	 



     


    

 


“Public Debt Ratings”
has the meaning set forth in the definition of “Applicable Rate.”


 


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


 


“QFC Credit Support”
has the meaning specified in Section 10.25.


 


“Qualified Acquisition”
means an Acquisition by the Borrower or any Subsidiary, the aggregate purchase price for which, when combined with the aggregate purchase
price for all other Acquisitions by the Borrower and its Subsidiaries in any rolling 12-month period, is greater than or equal to $25,000,000.


 


“Qualified Project”
means the construction or expansion of any capital project of the Borrower, any of its Subsidiaries, or any Designated Joint Venture,
the aggregate capital cost of which exceeds $10,000,000; provided, that the MVP Project and the Hammerhead Project shall only constitute
Qualified Projects on or before March 31, 2021 and shall cease to constitute Qualified Projects thereafter.


 


“Qualified Project
EBITDA Adjustments” shall mean, with respect to each Qualified Project:


 


(a)            prior
to the Commercial Operation Date of a Qualified Project (but including the fiscal quarter in which such Commercial Operation Date occurs),
a percentage (based on the then-current completion percentage of such Qualified Project) of an amount to be approved by the Administrative
Agent as the projected Consolidated EBITDA of the Borrower and its Subsidiaries attributable to such Qualified Project for the first 12-month
period following the scheduled Commercial Operation Date of such Qualified Project (such amount to be determined based on customer commitments
and related contracts in connection with such Qualified Project, the creditworthiness of the other parties to such contracts, and projected
revenues from such contracts, capital costs and expenses, scheduled Commercial Operation Date and other reasonable factors deemed appropriate
by the Administrative Agent), which may, at the Borrower’s option, be added to actual Consolidated EBITDA for the Borrower and its
Subsidiaries for the fiscal quarter in which construction of such Qualified Project commences and for each fiscal quarter thereafter until
the Commercial Operation Date of such Qualified Project (including the fiscal quarter in which such Commercial Operation Date occurs,
but net of any actual Consolidated EBITDA of the Borrower and its Subsidiaries attributable to such Qualified Project following such Commercial
Operation Date); provided that if the actual Commercial Operation Date does not occur by the scheduled Commercial Operation Date, then
the foregoing amount shall be reduced, for quarters ending after the scheduled Commercial Operation Date to (but excluding) the first
full quarter after its actual Commercial Operation Date, by the following percentage amounts depending on the period of delay (based on
the period of actual delay or then-estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days,
but not more than 180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, and (iv) longer than 270 days,
100%; and


 






    	 	27	 



     


    

 


(b)            thereafter,
actual Consolidated EBITDA of the Borrower and its Subsidiaries attributable to such Qualified Project for each full fiscal quarter after
the Commercial Operation Date, plus the amount approved by Administrative Agent pursuant to Part (a) above as the projected
Consolidated EBITDA of Borrower and its Subsidiaries attributable to such Qualified Project for the fiscal quarters constituting the balance
of the full four fiscal quarter period following such Commercial Operation Date; provided, in the event the actual Consolidated EBITDA
of the Borrower and its Subsidiaries attributable to such Qualified Project for any full fiscal quarter after the Commercial Operation
Date shall materially differ from the projected Consolidated EBITDA approved by Administrative Agent pursuant to Part (a) above
for such fiscal quarter, the projected Consolidated EBITDA of Borrower and its Subsidiaries attributable to such Qualified Project for
any remaining fiscal quarters included in the foregoing calculation shall be redetermined in the same manner as set forth in Part (a) above,
such amount to be approved by the Administrative Agent, which may, at the Borrower’s option, be added to actual Consolidated EBITDA
for the Borrower and its Subsidiaries for such fiscal quarters.


 


Notwithstanding the foregoing,
no such additions shall be allowed with respect to any Qualified Project unless:


 


(1)            not
later than 30 days prior to the delivery of any certificate required by the terms and provisions of Section 6.01(c) to
the extent Qualified Project EBITDA Adjustments will be made to Consolidated EBITDA in determining compliance with Section 7.02,
the Borrower shall have delivered to the Administrative Agent written pro forma projections of Consolidated EBITDA of the Borrower and
its Subsidiaries attributable to such Qualified Project; and


 


(2)            prior
to the date such certificate is required to be delivered, the Administrative Agent shall have approved (such approval not to be unreasonably
withheld) such projections and shall have received such other information and documentation as the Administrative Agent may reasonably
request, all in form and substance satisfactory to the Administrative Agent, and the aggregate amount of all Qualified Project EBITDA
Adjustments during any period shall be limited to 20% of the total actual Consolidated EBITDA of the Borrower and its Subsidiaries for
such period (which total actual Consolidated EBITDA shall be determined without including any Qualified Project EBITDA Adjustments).


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender and (c) any L/C Issuer, as applicable.


 


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


 


“Reimbursement Date”
has the meaning set forth in Section 2.03(c)(i).


 


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


 


“Relevant Governmental
Body” means the FRB or the FRBNY, or a committee officially endorsed or convened by the FRB or the FRBNY, or any successor thereto.


 


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


 






    	 	28	 



     


    

 


“Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans or Incremental Term Loans,
a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing
Line Loan, a Swing Line Loan Notice.


 


“Required Collateral
Amount” has the meaning specified in Section 6.10(b).


 


“Required Incremental
Term Lenders” means, as of any date of determination, Incremental Term Lenders having greater than 50% of the aggregate
outstanding principal amount of the applicable Series of Incremental Term Loans at such time (or, if the full amount of the applicable
Series of Incremental Term Loans shall not yet have been made, the aggregate amount of the applicable Series of the Incremental
Term Commitments); provided that the Incremental Term Loans (or Incremental Term Commitments, as applicable) of any Defaulting
Lender shall be excluded for purposes of making a determination of Required Incremental Term Lenders.


 


“Required Lenders”
means, as of any date of determination, Lenders having greater than 50% of the sum of (i) the Aggregate Revolving Commitments or,
if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, Lenders holding in the aggregate greater than 50% of the Total Revolving Outstandings (with the
aggregate amount of each Revolving Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans
being deemed “held” by such Revolving Lender for purposes of this definition) plus (ii) the aggregate outstanding
principal amount of any Incremental Term Loans at such time (or, if the full amount of any Series of Incremental Term Loans shall
not yet have been made, the Aggregate Incremental Term Commitments of each such Series); provided that the Revolving Commitment
of, and the portion of the Total Revolving Outstandings held or deemed held by any Defaulting Lender, and the Incremental Term Loans or
Incremental Term Commitment, of any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.


 


“Required Revolving
Lenders” means, as of any date of determination, Revolving Lenders having greater than 50% of the Aggregate Revolving Commitments
or, if the commitment of each Revolving Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 8.02, Revolving Lenders holding in the aggregate greater than 50% of the Total Revolving Outstandings
(with the aggregate amount of each Revolving Lender’s risk participation and funded participation in L/C Obligations and Swing Line
Loans being deemed “held” by such Revolving Lender for purposes of this definition); provided that the Revolving Commitment
of, and the portion of the Total Revolving Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Revolving Lenders.


 


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


 


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


 






    	 	29	 



     


    

 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to Capital Stock of the Borrower,
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 Capital Stock or on account of any return of capital to the
Borrower’s partners, members or stockholders (or the equivalent Person thereof), or any setting apart of funds or assets for any
of the foregoing.


 


“Revolving Commitment”
means, (i) with respect to each Lender listed on Schedule 2.01(a), the amount set forth opposite such Lender’s name on such
Schedule, (ii) with respect to any financial institution which becomes a Lender pursuant to Section 2.15, the amount of the
Revolving Commitment extended by it as of the applicable Increase Effective Date and (iii) with respect to any assignee which becomes
a Lender pursuant to Section 10.07(b), the amount of the transferor Lender’s Revolving Commitment assigned to it pursuant
to Section 10.07(b), in each case as such amount may be adjusted from time to time pursuant to this Agreement; provided that,
if the context so requires, the term “Revolving Commitment” means the obligation of a Lender to extend credit up to such amount
to the Borrower hereunder.


 


“Revolving Lenders”
means those Lenders with a Revolving Commitment, or if the Revolving Commitments have been terminated pursuant to Section 8.02,
Lenders holding the outstanding Revolving Loans.


 


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


 


“Revolving Note”
means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Committed Loans made by such Lender, substantially
in the form of Exhibit B-1.


 


“S&P”
means Standard & Poor’s Rating Service, a division of S&P Global Inc. and any successor thereto.


 


“Sanctioned Country”
shall mean a country subject to a sanctions program maintained under any Anti-Terrorism Law.


 


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


 


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


 






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“Senior Notes”
means, collectively, (a) the 4.000% Senior Notes due August 1, 2024 issued pursuant to that certain Indenture, dated as of August 1,
2014 (the “2014 Indenture”), between the Borrower and The Bank of New York Mellon Trust Company, N.A., as trustee,
as supplemented by the First Supplemental Indenture, dated as of August 1, 2014, (b) the 4.125% Senior Notes due December 1,
2026 issued pursuant to the 2014 Indenture, as supplemented by the Second Supplemental Indenture, dated as of November 4, 2016, (c) the
4.750% Senior Notes due July 15, 2023 issued pursuant to the 2014 Indenture, as supplemented by the Third Supplemental Indenture,
dated as of June 25, 2018, (d) the 5.500% Senior Notes due July 15, 2028 issued pursuant to the 2014 Indenture, as supplemented
by the Fourth Supplemental Indenture, dated as of June 25, 2018, (e) the 6.500% Senior Notes due July 15, 2048 issued pursuant
to the 2014 Indenture, as supplemented by the Fifth Supplemental Indenture, dated as of June 25, 2018, (f) the 6.000% Senior
Notes due July 1, 2025 issued pursuant to that certain Indenture, dated as of June 18, 2020 (the “2020 Indenture”),
between the Borrower and The Bank of New York Mellon Trust Company, N.A., as trustee, (g) the 6.500% Senior Notes due July 1,
2027 issued pursuant to the 2020 Indenture, (h) the 4.500% Senior Notes due January 15, 2029 issued pursuant to that certain
Indenture, dated as of January 8, 2021 (the “2021 Indenture”), between the Borrower and The Bank of New York Mellon
Trust Company, N.A., as trustee, (i) the 4.750% Senior Notes due January 15, 2031 issued pursuant to the 2021 Indenture and
(j) any additional Senior Notes of the Borrower issued from time to time on and after the Third Amendment Effective Date in reliance
on Section 7.09(g) or Section 7.09(h).


 


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


 


“Series”
means any series of Incremental Term Loans designated in and made pursuant to any applicable Incremental Term Loan Agreement.


 


“Share Purchase Agreements”
means (i) that certain Share Purchase Agreement, dated as of February 26, 2020, by and between EQT Corporation, a Pennsylvania
corporation, and ETRN, pursuant to which ETRN agreed to purchase Equity Interests in ETRN from EQT Corporation in exchange for cash and
(ii) that certain Share Purchase Agreement, dated as of February 26, 2020, by and between EQT Corporation and ETRN, pursuant
to which ETRN agreed to purchase Equity Interests in ETRN from EQT Corporation in exchange for a promissory note issued by ETRN in favor
of EQT Corporation and which promissory note was assigned to the Borrower, in each case, as amended, restated, supplemented, modified,
waived or replaced from time to time.


 


“SOFR”
means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR Administrator”
means the FRBNY (or a successor administrator of the secured overnight financing rate).


 


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


 


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


 


“Solvent”
means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities,
contingent obligations and other commitments as they mature in the normal course of business, (b) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities
mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business
or a transaction, for which such Person’s assets would constitute unreasonably small capital after giving due consideration to the
prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the assets of such Person
is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the
present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability
of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is
intended that such liabilities will be computed as the amount which, in 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.


 






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“Specified Transactions”
means (i) the negotiation, execution and delivery of, and the consummation of the transactions under, the Merger Agreement, (ii) the
negotiation, execution and delivery of each of the Gas Gathering Agreement, the Intercompany Loan Agreement, the Share Purchase Agreements,
the letter agreement described in clause (i) of the definition of Water Services Transaction below and any similar agreement described
in clause (ii) of such definition, and the Credit Letter Agreement, and (iii) the negotiation, execution and delivery of, and
the consummation of the transactions under, any documentation governing a transaction permitted by Sections 7.01, 7.05 (including
any Partnership Rollup Event or Partnership Restructuring Event), 7.08 or 7.09, in each case, together with any amendments,
restatements, supplements, modifications, waivers or replacements to any of the foregoing.


 


“Stated Maturity
Date” means the later of (a) April 30, 2025 (or, solely with respect to any Non-Extended Loans/Commitments, October 31,
2023), and (b) if maturity is extended pursuant to Section 2.18, such extended maturity date as determined pursuant to
Section 2.18 (it being understood and agreed that any such maturity shall not be deemed extended for any Non-Extended Loans/Commitments).


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of
the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or
the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.
Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Borrower. Notwithstanding the above, it is understood and agreed that a Designated Joint Venture shall not be a
 “Subsidiary” of the Borrower for purposes of this Agreement (subject to the parenthetical at the end of the definition of
 “Designated Joint Venture”). For the avoidance of doubt, neither the income (except as specifically permitted pursuant to
clause (c) of the definition of Consolidated EBITDA) nor the Debt (unless such Debt is recourse to the Borrower or a Subsidiary,
other than Debt of the Borrower or a Subsidiary solely resulting from a pledge of the membership interests or other equity interests in
a Designated Joint Venture owned by the Borrower or such Subsidiary securing indebtedness of such Designated Joint Venture) of a Designated
Joint Venture shall be included for purposes of calculating the financial covenant set forth in Section 7.02 of this Agreement.


 


“Supported QFC”
has the meaning specified in Section 10.25.


 


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


 






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“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts 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 Contracts, as determined
based upon the average of at least two mid-market or other readily available commercially reasonable quotations provided by any leading
dealer in such Swap Contracts (one of which may be a Lender or an Affiliate of a Lender).


 


“Swing Line”
means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.


 


“Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section 2.04.


 


“Swing Line Lender”
means Wells Fargo in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.


 


“Swing Line Loan”
has the meaning specified in Section 2.04(a).


 


“Swing Line Loan
Notice” means a notice of (a) a Borrowing of Swing Line Loans, or (b) a conversion of Swing Line Loans from one Type
to the other, pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit A-2.


 


“Swing Line Note”
means a promissory note made by the Borrower in favor of the Swing Line Lender evidencing Swing Line Loans made by the Swing Line Lender,
substantially in the form of Exhibit B-3.


 


“Swing Line Sublimit”
means an amount equal to the lesser of (a) $250,000,000 and (b) the Aggregate Revolving Commitments. The Swing Line Sublimit
is part of, and not in addition to, the Aggregate Revolving Commitments.


 


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


 


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


 


“Term Loan Agreement”
means that certain Term Loan Agreement, dated as of August 16, 2019, by and among the Borrower, as borrower, Toronto Dominion (Texas)
LLC, as administrative agent, the lenders party thereto and any other parties thereto as amended, restated, amended and restated, supplemented,
refinanced, replaced or otherwise modified from time to time.


 






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“Term SOFR”
means,


 


(a)            for
any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on
the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities 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 U.S. Government Securities 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 U.S. Government Securities Business Day is not more than three (3) U.S.
Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and


 


(b)            for
any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day,
the “Base Rate SOFR Determination Day”) that is two (2) U.S. Government Securities 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 Base Rate 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 U.S. Government
Securities 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 U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days
prior to such Base Rate 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 consultation with the Borrower) in its reasonable discretion).


 


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


 


“Third Amendment”
means the Third Amendment to Credit Agreement, dated April 22, 2022, by and among the Borrower, the Lenders party thereto, the Administrative
Agent and any other Persons party thereto.


 


“Third Amendment
Effective Date” means April 22, 2022.


 


“Total Revolving
Outstandings” means the aggregate Outstanding Amount of all Committed Loans, Swing Line Loans and all L/C Obligations.


 


“Type”
means, (a) with respect to a Committed Loan or Incremental Term Loan, its character as a Base Rate Loan or a SOFR Loan, and (b) with
respect to a Swing Line Loan, its character as a Base Rate Loan or a Daily Simple Swing Line Loan.


 


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


 






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“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 applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


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


 


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


 


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


 


“U.S. Government
Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) 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; provided that for purposes of notice requirements in Section 2.02(a) or
Section 2.05, in each case, such day is also a Business Day.


 


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


 


“U.S. Special Resolution
Regimes” has the meaning specified in Section 10.25.


 


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


 


“Voting Stock”
of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence of
any contingency) to vote in the election of the Board of Directors (or similar governing body) of such Person.


 


“Water Services Transaction”
means (i) the transactions contemplated by that certain letter agreement, dated as of February 26, 2020, by and between affiliates
of EQT Corporation, a Pennsylvania corporation, and certain Subsidiaries of the Borrower concerning the procurement, storage, transportation
and/or supply of fresh and produced water and (ii) any other material procurement, storage, transport, and/or supply agreement for
fresh and produced water, together with any amendments, restatements, supplements, modifications, waivers or replacements to any of the
foregoing.


 


“Wells Fargo”
means Wells Fargo Bank, National Association, and its successors.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(v)            The
word “will” shall be construed to have the same meaning and effect as the word “shall.”


 


(vi)           Unless
the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns.


 


(vii)          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.


 


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


 


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


 


1.03.       Accounting
Terms.


 


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


 






    	 	36	 



     


    

 


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


 


(c)            Calculations.
Notwithstanding anything in this Agreement to the contrary:


 


(i)             For
purposes of calculating compliance with the financial covenant set forth in Section 7.02, Consolidated EBITDA, Consolidated
Interest Charges and Consolidated Debt shall be calculated on a pro forma basis as if any Acquisition or Material Disposition occurring
during the period referenced in clause (b) of the definition of Consolidated Leverage Ratio in Section 1.01 had
been consummated at the beginning of such period.


 


(ii)            For
purposes of calculating compliance with the financial covenant set forth in Section 7.02, Consolidated EBITDA may include,
at Borrower’s option, any Qualified Project EBITDA Adjustments as provided in the definition thereof.


 


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


 


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


 


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


 


1.07.       Letter
of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter
of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof
contemplated by such Letter of Credit or the Letter of Credit Application therefor, whether or not such maximum face amount is in effect
at such time.


 






    	 	37	 



     


    

 


1.08.       Rates.
The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the
continuation of, administration of, submission of, calculation of or any other matter related to Base Rate, Adjusted Daily Simple SOFR,
Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or 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, Base Rate, Adjusted
Daily Simple SOFR, Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR 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 the Base Rate, Adjusted Daily
Simple SOFR, Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, 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 Base Rate, Adjusted Daily Simple
SOFR, Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, any component definition
thereof or rates referred to in the definition thereof, 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.


 


ARTICLE II


 


THE COMMITMENTS AND BORROWINGS


 


2.01.       The
Loans.


 


(a)            Committed
Loans. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan,
a “Committed Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate
amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Commitment; provided, however,
that after giving effect to any Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments,
and (ii) the aggregate Outstanding Amount of the Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro
Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount
of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment. Within the limits of each Revolving Lender’s
Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a),
prepay under Section 2.05, and reborrow under this Section 2.01(a). Committed Loans may be Base Rate Loans or
SOFR Loans, as further provided herein.


 






    	 	38	 



     


    

 


(b)            Incremental
Term Loans. Subject to Section 2.17, the other terms and conditions set forth herein and the relevant Incremental Term
Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time
to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such
date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan
Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under
an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement;
and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental
Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement); provided, however,
that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which
must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, Incremental Term Loans may
not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional
Incremental Term Loans pursuant to Section 2.17 hereof.


 


2.02.       Borrowings,
Conversions and Continuations of Loans.


 


(a)            Each
Borrowing, each conversion of Loans from one Type to the other, and each continuation of SOFR Loans shall be made upon the Borrower’s
delivery to the Administrative Agent of an irrevocable written Loan Notice, appropriately completed and signed by a Responsible Officer
of the General Partner, on behalf of the Borrower, which may be delivered via facsimile. Each such notice must be received by the Administrative
Agent not later than 11:00 a.m. (i) three (3) U.S. Government Securities Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of SOFR Loans or of any conversion of SOFR Loans to Base Rate Loans, and (ii) on the
requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion or continuation of (i) Committed Loans shall be
in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof and (ii) Incremental Term Loans shall be in
a principal amount of $2,000,000 or a whole multiple of $500,000 (or as may otherwise be provided in the applicable Incremental Term Loan
Agreement). Each Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type
to the other, or a continuation of SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case
may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the
Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period
with respect thereto and (vi) whether such Borrowing will consist of Committed Loans or Incremental Term Loans, and if such Borrowing
will consist of Incremental Term Loans, the applicable Series of Incremental Term Loans. If the Borrower fails to specify a Type
of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable
Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a Borrowing of, conversion
to, or continuation of SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified
an Interest Period of one month.


 






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(b)            Following
receipt of a Loan Notice, (i) in the case of Committed Loans, the Administrative Agent shall promptly notify, each Revolving Lender
of the amount of its Pro Rata Share of the applicable Committed Loans and (ii) in the case of Incremental Term Loans, each Incremental
Term Lender of the amount of its Pro Rata Share of the applicable Series of Incremental Term Loans, and if no timely notice of a
conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each applicable Lender of the details of
any automatic conversion to Base Rate Loans described in the preceding subsection. Each Lender shall make the amount of the applicable
Committed Loan or Incremental Term Loan, as the case may be, available to the Administrative Agent in immediately available funds at the
Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction
of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01),
the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent
either by (i) crediting the account of the Borrower on the books of Wells Fargo with the amount of such funds or (ii) wire transfer
of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the
Borrower; provided, however, that if, on the date the Loan Notice with respect to a Committed Borrowing is given by the
Borrower, there are L/C Borrowings outstanding, then the proceeds of such Committed Borrowing shall be applied, first, to the payment
in full of any such L/C Borrowings and second, to the Borrower as provided above.


 


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


 


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


 


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


 






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2.03.       Letters
of Credit.


 


(a)            The
Letter of Credit Commitment.


 


(i)             Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders
set forth in this Section 2.03, from time to time on any Business Day during the period from the Closing Date until the Letter
of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower, and to amend or extend Letters of Credit previously
issued by it, in accordance with subsection (b) below; and (B) the Revolving Lenders severally agree to participate
in Letters of Credit issued for the account of the Borrower; provided that no L/C Issuer shall be obligated to make any L/C Credit
Extension that would result in the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer
to exceed such L/C Issuer’s L/C Issuance Limit; and provided further that no L/C Issuer shall be obligated to make any L/C
Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit
if as of the date of such L/C Credit Extension, (x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments,
(y) the aggregate Outstanding Amount of the Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro
Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding
Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Commitment, or (z) the Outstanding Amount of
the L/C Obligations would exceed the Letter of Credit Sublimit. In addition, at the request of the Borrower, an L/C Issuer may, in its
sole discretion, agree to issue, amend, renew or extend Letters of Credit in excess of its L/C Issuance Limit, provided, however, after
giving effect to any such issuance, amendment, renewal or extension, (x) the Outstanding Amount of the L/C Obligations shall not
exceed the Letter of Credit Sublimit and (y) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments.
Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit
shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of
Credit that have expired or that have been drawn upon and reimbursed.


 


(ii)            The
L/C Issuer shall be under no obligation to issue any Letter of Credit and, in the case of clauses (B) and (C) below shall not
issue any Letter of Credit, if:


 


(A)           any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer
from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force
of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from,
the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to
such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder)
not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable
on the Closing Date and which the L/C Issuer in good faith deems material to it;


 






    	 	41	 



     


    

 


(B)            subject
to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the
date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date;


 


(C)            the
expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders
have approved such expiry date;


 


(D)            the
issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or


 


(E)            such
Letter of Credit is (1) in an initial amount less than $100,000, (2) is to be denominated in a currency other than Dollars,
or (3) is to be issued for a purpose other than to support surety bonds (including appeal bonds), worker’s compensation requirements
and other general corporate purposes.


 


(iii)           The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would have no obligation at such time to issue such Letter of Credit
in its amended form under any of Sections 2.03(a)(ii)(B), (C) or (E)(2) or (3).


 


(iv)           The
L/C Issuer shall be under no obligation to amend any Letter of Credit if the beneficiary of such Letter of Credit does not accept the
proposed amendment to such Letter of Credit.


 


(b)            Procedures
for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.


 


(i)             Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer
(with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the General Partner, on behalf of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the
Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the L/C Issuer may agree
in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the
case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory
to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the
amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to
be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request
for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory
to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business
Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require.


 






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(ii)            Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Borrower will
provide the Administrative Agent with a copy thereof upon the Administrative Agent’s request therefor. Unless the L/C Issuer has
received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date
of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV
shall not be satisfied, then, upon receipt by the L/C Issuer of confirmation from the Administrative Agent that the requested issuance
or amendment is permitted in accordance with the terms hereof, subject to the terms and conditions hereof, the L/C Issuer shall, on the
requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in
each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter
of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer
a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Pro Rata Share times
the amount of such Letter of Credit.


 


(iii)           If
the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree
to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than
a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter
of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the
L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have
authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later
than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if
(A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter
of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.03(a) or
otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days
before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit
such extension or (2) from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions
specified in Section 4.02 is not then satisfied and in each such case directing the L/C Issuer not to permit such extension.


 






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(iv)           Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary
thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit
or amendment or a report containing information with respect thereto including the face amount of such Letter of Credit, the date of issuance
or amendment and such other information as may be required by the Administrative Agent. The Administrative Agent shall give the Revolving
Lenders notice of the issuance of any Letter of Credit and any amendment thereto.


 


(c)            Drawings
and Reimbursements; Funding of Participations.


 


(i)             Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify
the Borrower and the Administrative Agent thereof. The Borrower shall reimburse the L/C Issuer through the Administrative Agent by paying
an amount equal to the amount of any drawing under a Letter of Credit not later than (i) if the Borrower shall have received notice
of such drawing prior to 10:00 a.m. on any Business Day, then 2:00 p.m. on such Business Day or (ii) otherwise, 11:00 a.m. on
the Business Day immediately following the day that the Borrower receives such notice (each such date for reimbursement, a “Reimbursement
Date”). If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each
Revolving Lender of the Reimbursement Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and
the amount of such Revolving Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Committed
Borrowing of Base Rate 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 Base Rate Loans, but subject to the amount
of the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.02 (other than
the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may
be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect
the conclusiveness or binding effect of such notice.


 






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(ii)            Each
Revolving Lender (including the Revolving Lender acting as L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make
funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount
equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the
Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Lender that so makes funds
available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit
the funds so received to the L/C Issuer.


 


(iii)           With
respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set
forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the
L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable
on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to
the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in
respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its
participation obligation under this Section 2.03.


 


(iv)           Until
each Revolving Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer
for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely
for the account of the L/C Issuer.


 


(v)            Each
Revolving Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters
of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the L/C
Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; (C) any
lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto; (D) the
existence of any claim, counterclaim, set-off, defense or other right that such Revolving Lender may have at any time against any beneficiary
or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C
Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit
or any agreement or instrument relating thereto, or any unrelated transaction; (E) any draft, demand, certificate or other document
presented under such 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; or any loss or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit; (F) any payment by the L/C Issuer under such Letter of Credit against presentation of
a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under
such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including
any arising in connection with any proceeding under any Debtor Relief Law; or (G) any other occurrence, event or condition, whether
or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Committed
Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than
delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower
to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as
provided herein.


 






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(vi)           If
any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid
by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
the L/C Issuer shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available
to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance
with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by
the L/C Issuer in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the
amount so paid shall constitute such Revolving Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance
in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Lender (through
the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.


 


(d)            Repayment
of Participations.


 


(i)             At
any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Revolving
Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives
for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from
the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent
will distribute to such Revolving Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Revolving Lender’s L/C Advance was outstanding) in the same funds as those received by the
Administrative Agent.


 






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(ii)            If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered
into by the L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the L/C Issuer
its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such
amount is paid by such Revolving Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.


 


(e)            Obligations
Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each
L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement
under all circumstances, including the following:


 


(i)             any
lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;


 


(ii)            the
existence of any claim, counterclaim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or
any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer
or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any
agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)           any
draft, demand, certificate or other document presented under such 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; or any loss or delay in the transmission or otherwise
of any document required in order to make a drawing under such Letter of Credit;


 


(iv)           any
payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not comply with the terms
of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in
bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor
to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor
Relief Law; or


 


(v)            any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might
otherwise constitute a defense available to, or a discharge of, the Borrower.


 


The Borrower shall
promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower
shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as
aforesaid.


 






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(f)             Role
of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall
not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or
delivering any such document. None of the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants
or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken
or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability
of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of
the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, any Agent-Related Person, any Revolving
Lender, nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible to the Borrower
for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however,
that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer
may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which damages have been determined by a final non-appealable judgment of a court of competent jurisdiction to
have been caused by the L/C Issuer’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing,
the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless
of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a 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.


 


(g)            Applicability
of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such
agreement applicable to a Letter of Credit existing as of the Closing Date), the rules of the “International Standby Practices
1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect
at the time of issuance) (the “ISP”) shall apply to each standby Letter of Credit.


 


(h)            Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its
Pro Rata Share a Letter of Credit fee for each Letter of Credit equal to the Applicable Rate times the daily maximum amount available
to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit). Such Letter
of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable quarterly in arrears
on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance
of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate
during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately
for each period during such quarter that such Applicable Rate was in effect.


 






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(i)             Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account
a fronting fee with respect to each Letter of Credit in the amounts and at the times specified in the Fee Letters. In addition, the Borrower
shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and
other standard costs and charges, of the L/C Issuer relating to Letters of Credit as from time to time in effect. Such customary fees
and standard costs and charges are due and payable on demand and are nonrefundable.


 


(j)             Conflict
with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application,
the terms hereof shall control.


 


2.04.       Swing
Line Loans.


 


(a)            The
Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of
the other Revolving Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loan”)
to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata
Share of the Outstanding Amount of Committed Loans and L/C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed
the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing
Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate
Outstanding Amount of the Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding
Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans
shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrower shall not
use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05,
and reborrow under this Section 2.04. The Borrower will have the option to choose whether the Swing Line Loan is a (1) Base
Rate Loan, or a (2) Daily Simple Swing Line Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing
Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Share times the amount of such Swing Line
Loan.


 






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(b)            Borrowing
Procedures; Conversion to Base Rate. Each Swing Line Borrowing, and each conversion of Swing Line Borrowings from one Type to the
other shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given
by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on
the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, (ii) the
requested borrowing or conversion date, which shall be a Business Day, and (iii) whether the loan is a Base Rate Loan or a Daily
Simple Swing Line Loan. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative
Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the General Partner, on behalf
of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless
the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any
Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not
to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a),
or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to
the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m. on the borrowing date specified in such Swing
Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.


 


(c)            Refinancing
of Swing Line Loans.


 


(i)             The
Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes
the Swing Line Lender to so request on its behalf), that each Revolving Lender make a Base Rate Committed Loan in an amount equal to such
Revolving Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which
written request shall be deemed to be a Loan Notice for a Committed Loan for purposes hereof) and in accordance with the requirements
of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans,
but subject to the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.02.
The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the
Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Loan Notice
available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s
Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii),
each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount.
The Administrative Agent shall remit the funds so received to the Swing Line Lender.


 






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(ii)            If
for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i),
the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the
Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s
payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be
deemed payment in respect of such participation.


  


(iii)            If
any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required
to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified
in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined
by the Swing Line Lender in accordance with banking industry rules on interbank compensation. A certificate of the Swing Line Lender
submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall
be conclusive absent manifest error.


 


(iv)           Each
Revolving Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to
this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any
other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation
to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02.
No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together
with interest as provided herein.


 


(d)            Repayment
of Participations.


 


(i)             At
any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives
any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Lender its Pro Rata Share thereof
in the same funds as those received by the Swing Line Lender.


 






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(ii)            If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by
the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered
into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to the Swing Line Lender its Pro Rata Share thereof
on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate
per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The
obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this
Agreement.


 


(e)            Interest
for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing
Line Loans. Until each Revolving Lender funds its Committed Loan or risk participation pursuant to this Section 2.04 to refinance
such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account
of the Swing Line Lender.


 


(f)             Payments
Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.


 


2.05.       Prepayments.


 


(a)            The
Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Incremental
Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative
Agent not later than 11:00 a.m. (A) three (3) U.S. Government Securities Business Days prior to any date of prepayment
of SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a principal
amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, and (iii) any prepayment of Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount
thereof then outstanding (or in the case of each of clauses (ii) and (iii), such other amount as may be provided in the applicable
Incremental Term Loan Agreement). Each such notice shall specify (x) the date and amount of such prepayment, (y) whether such
Loans are Committed Loans or Incremental Term Loans, and, if Incremental Term Loans, the applicable Series and (z) the Type(s) of
Loans to be prepaid. The Administrative Agent will promptly notify each Revolving Lender or Incremental Term Lender, as the case may be,
of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given
by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the
date specified therein; provided that, a notice of prepayment of all or any part of the outstanding Loans may state that such notice
is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of
any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of SOFR Loans shall
be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each
such prepayment (1) of Committed Loans shall be applied to the Committed Loans of the Revolving Lenders in accordance with their
respective Pro Rata Shares and (2) of Incremental Term Loans shall be applied to Incremental Term Loans in such Series in accordance
with their respective Pro Rata Shares.


 






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(b)            The
Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by
the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such
prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment.
If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein.


 


(c)            If
for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower
shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided,
however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless
after the prepayment in full of the Committed Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then
in effect.


 


2.06.       Termination
or Reduction of Commitments.


 


(a)            The
Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently
reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent
not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction
shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not
terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the
Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction
of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving
Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided
further that, a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness
of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such
notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition
is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of
the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment
of each Revolving Lender according to its Pro Rata Share or in such other manner agreed to in writing on the Third Amendment Effective
Date by the Required Lenders. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments
shall be paid on the effective date of such termination.


 






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(b)            The
Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate
any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement, or from time to time permanently
reduce any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement in an integral multiple
of $1,000,000 (or as may otherwise be provided in the respective Incremental Term Loan Agreement); provided, that each such reduction
shall apply proportionately to permanently reduce the unused Incremental Term Commitments of the applicable Incremental Term Lenders provided
pursuant to the applicable Incremental Term Loan Agreement; provided further that, a notice of termination of any unused Incremental
Term Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance
of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, by the Borrower (by notice to
the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will
promptly notify the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental Term
Commitments.


 


2.07.       Repayment
of Loans.


 


(a)            The
Borrower shall repay to each Revolving Lender on the applicable Maturity Date the aggregate principal amount of such Revolving Lender’s
Committed Loans outstanding on such date.


 


(b)            The
Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Swing Line Loan is
made and (ii) the applicable Maturity Date.


 


(c)            The
Borrower shall repay to each applicable Incremental Term Lender on the applicable Maturity Date the aggregate principal amount of such
Incremental Term Lender’s Incremental Term Loans outstanding on such date.


 


2.08.       Interest.


 


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


 






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(b)            While
any Event of Default exists, the Borrower shall (i) automatically, in the case of an Event of Default under any of Sections 8.01(a),
(f) or (g) or (ii) upon the request of the Required Lenders, in the case of any other Event of Default, pay
interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal
to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest
on past due interest) shall be due and payable upon demand.


 


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


 


2.09.       Fees.


 


(a)            Commitment
Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Pro Rata Share,
a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Commitments exceed
the sum of (y) the Outstanding Amount of Committed Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment
as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards
or considered usage of the Aggregate Revolving Commitments for purposes of determining the commitment fee. The commitment fee shall accrue
at all times during the Availability Period, including at any time during which one or more of the conditions in Section 4.02
is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand).
The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the
actual daily amount shall be computed and multiplied by the Applicable Rate separately (but not invoiced separately) for each period during
such quarter that such Applicable Rate was in effect.


 


(b)            Other
Fees.


 


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


 


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


 






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2.10.       Computation
of Interest and Fees; Retroactive Adjustments of Applicable Rate.


 


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


 


(b)            If,
as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower
or the Required Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date
was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period,
the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders
(or former Lenders), promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order
for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the
Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such
period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative
Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s
obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations
hereunder.


 


2.11.       Evidence
of Debt.


 


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


 






    	 	56	 



     


    

 


(b)            In
addition to the accounts and records referred to in subsection (a), each Revolving Lender and the Administrative Agent shall maintain
in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters
of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and
the accounts and records of any Revolving Lender in respect of such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error.


 


2.12.       Payments
Generally.


 


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


 


(b)            If
any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.


 


(c)            (i)            Unless
the Borrower has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent
or the L/C Issuer hereunder, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely
made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person
entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds,
then each of the Lenders or the L/C Issuer, as the case may be, shall forthwith on demand repay to the Administrative Agent the portion
of such assumed payment that was made available to such Lender or the L/C Issuer in immediately available funds, together with interest
thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender or
the L/C Issuer to the date such amount is repaid to the Administrative Agent in immediately available funds at the greater of the Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 






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


 


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


 


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


 






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(e)            The
obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and
not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 9.05
on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or make its payment under Section 9.05.


 


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


 


2.13.       Sharing
of Payments.


 


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


 


(b)            If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(c), 2.04, or 9.05,
then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter
received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender
or the L/C Issuers to satisfy such Lender’s obligations to any of them under such Section until all such unsatisfied obligations
are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future
funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as
determined by the Administrative Agent in its discretion. For the avoidance of doubt, notwithstanding the application or holding pursuant
to this subsection of all or a part of a payment made by the Borrower for the account of a Lender, as between the Borrower and such
Lender the Borrower shall be discharged from the obligation with respect to which such payment was made as if and to the extent such application
or holding had not occurred.


 






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2.14.       Cash
Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day following
the written request of the Administrative Agent, any L/C Issuer or the Swing Line Lender (with a copy to the Administrative Agent), the
Borrower shall Cash Collateralize the Fronting Exposure of such L/C Issuer and/or the Swing Line Lender, as applicable, with respect to
such Defaulting Lender (determined after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by such
Defaulting Lender) in an amount not less than the Minimum Collateral Amount.


 


(a)            Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to
the Administrative Agent, for the benefit of each applicable L/C Issuer and the Swing Line Lender, a first priority security interest
in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of the applicable
L/C Obligations and Swing Line Loans, to be applied pursuant to subsection (b) below. If at any time the Administrative Agent
determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent, any L/C Issuer and
the Swing Line Lender as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount,
the Borrower will, promptly upon demand by the Administrative Agent, deliver to the Administrative Agent additional Cash Collateral in
an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).


 


(b)            Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.14 or
Section 2.16 in respect of Letters of Credit and Swing Line Loans shall be applied to the satisfaction of the Defaulting Lender’s
obligation to fund participations in respect of L/C Obligations and Swing Line Loans (including, as to Cash Collateral provided by a Defaulting
Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such
property as may otherwise be provided for herein.


 






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(c)            Termination
of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting Exposure of an L/C Issuer and/or
the Swing Line Lender, as applicable, shall no longer be required to be held as Cash Collateral pursuant to this Section 2.14
following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the
applicable Lender), or (ii) the good faith determination by the Administrative Agent, the applicable L/C Issuer and the Swing Line
Lender that there exists excess Cash Collateral; provided that, subject to Section 2.16, the Person providing Cash
Collateral, such L/C Issuer and the Swing Line Lender may agree that Cash Collateral shall be held to support future anticipated Fronting
Exposure or other obligations; and provided further that to the extent such Cash Collateral was provided by the Borrower, such Cash Collateral
shall remain subject to the security interest granted pursuant to the Loan Documents.


 


2.15.       Increase
in Aggregate Revolving Commitments.


 


(a)            Provided
there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower may
from time to time during the term of this Agreement request an increase in the Aggregate Revolving Commitments to an amount not exceeding
$750,000,000 more than the Aggregate Revolving Commitments in effect as of the Third Amendment Effective Date at any time; provided
that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.
At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within
which each Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery
of such notice to the Revolving Lenders). Each Revolving Lender shall notify the Administrative Agent within such time period whether
or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata
Share of such requested increase. Any Revolving Lender not responding within such time period shall be deemed to have declined to increase
its Revolving Commitment. The Administrative Agent shall notify the Borrower and each Revolving Lender of the Revolving Lenders’
responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional
Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative
Agent and its counsel.


 


(b)            If
the Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine
the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent
shall promptly notify the Borrower and the Revolving Lenders of the final allocation of such increase and the Increase Effective Date.
As a condition precedent to such increase, the Borrower shall have provided to the Administrative Agent the following, in form and substance
reasonably satisfactory to the Administrative Agent:


 


(i)             copies
of corporate resolutions certified by the Secretary or Assistant Secretary of the General Partner, or such other evidence as may be satisfactory
to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Revolving
Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date, has been duly
authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which, as to certain matters as agreed
by the Administrative Agent, may be internal counsel) to such effect,


 






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(ii)            a
certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the General
Partner, on behalf of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and
warranties contained in Article V (including without limitation the representation and warranties set forth in Sections
5.04(d) and 5.05) and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality
or Material Adverse Effect, in all respects) on and as of the Increase Effective Date, (or, if such representation speaks as of an earlier
date, as of such earlier date), (B) no Default exists and (C) the Borrower is in compliance, on a pro forma basis, with the
financial covenants set forth in Section 7.02 hereof, and


 


(iii)           an
opinion of counsel to the Borrower (which, as to certain matters as agreed by the Administrative Agent, may be internal counsel) as to
such customary matters regarding the transactions contemplated by this Section 2.15 as the Administrative Agent may reasonably
request and in form and substance reasonably satisfactory to the Administrative Agent.


 


(c)            The
Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant
to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares
arising from any nonratable increase in the Revolving Commitments under this Section.


 


(d)            This
Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.


 


2.16.       Defaulting
Lenders.


 


(a)            Defaulting
Lender Adjustments. 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:


 


(i)             Waivers
and Amendments. 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 definitions of Required Lenders, Required Revolving Lenders and Required Incremental
Term Lenders.


 






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(ii)            Defaulting
Lender Waterfall. 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 VIII or otherwise) or received by
the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 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 any
L/C Issuer or the Swing Line Lender hereunder; third, to Cash Collateralize the Fronting Exposure of any L/C Issuer and the Swing
Line Lender with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request
(so long as no Default or Event of Default exists), to the funding of any Loan or funded participation 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 deposit account and released pro rata in order to (A) satisfy
such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement
and (B) Cash Collateralize the L/C Issuers’ and the Swing Line Lender’s future Fronting Exposure with respect to such
Defaulting Lender with respect to future Letters of Credit and Swing Line Loans issued under this Agreement, in accordance with Section 2.14;
sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the Swing Line Lender as a result of any final and
non-appealable judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender 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 final and non-appealable
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 (1) such payment is a payment of the principal amount of any Loans or funded participations
in Letters of Credit or Swing Line Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such
Loans were made or the related Letters of Credit or Swing Line Loans were issued at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters of Credit or
Swing Line Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or funded
participations in Letters of Credit or Swing Line Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Revolving Commitments without
giving effect to Section 2.16(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 or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(iii)           Certain
Fees.


 


(A)            No
Defaulting Lender shall be entitled to receive any commitment fee payable under Section 2.09(a) 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 except as set forth in clause (C) below).


 


(B)            Each
Defaulting Lender shall be entitled to receive Letter of Credit fees pursuant to Section 2.03(h) for any period during
which that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit
for which it has provided Cash Collateral pursuant to Section 2.14.


 


(C)            With
respect to any fee payable under Section 2.09 or Letter of Credit fee that would otherwise have been paid to any Defaulting
Lender if it were not a Defaulting Lender, the Borrower shall (1) 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 L/C Obligations or Swing Line
Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to each L/C Issuer and
Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent that the Defaulting
Lender’s Fronting Exposure has been reallocated to such L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such
Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.


 


(iv)           Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations
and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the
Revolving Commitments (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the
conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise
notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are
satisfied at such time), and (y) such reallocation does not cause the aggregate Outstanding Amount of the Committed Loans of any
Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving
Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving
Commitment. Subject to Section 10.23, 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 the Borrower
or a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)            Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (iv) above cannot, or can only partially,
be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under Law, within one Business
Day following the Borrower’s receipt of notice from the Administrative Agent, (x) as to Swing Line Loans, repay Swing Line
Loans in an amount equal to the Fronting Exposure applicable to the Defaulting Lender or, if such Swing Line Loans cannot be repaid, Cash
Collateralize the Borrower’s obligations corresponding to the Fronting Exposure applicable to the Defaulting Lender in accordance
with the procedures set forth in Section 2.14 and (y) as to Letters of Credit, Cash Collateralize the L/C Issuers’
Fronting Exposure with respect to the Defaulting Lender in accordance with the procedures set forth in Section 2.14.


 






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(b)            Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender 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), such
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
and Swing Line Loans to be held by the Lenders in accordance with their Pro Rata Shares of their respective Commitments (without giving
effect to Section 2.16(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)            New
Swing Line Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund
any Swing Line Loans and no L/C Issuer shall be required to issue, extend, renew or increase any Letter of Credit, unless the Swing Line
Lender or such L/C Issuer, as applicable, is satisfied that the related Fronting Exposure and the then outstanding Fronting Exposure applicable
to the Defaulting Lender (x) will be 100% covered by the Revolving Commitments of the Non-Defaulting Lenders and/or (y) Cash
Collateral will be provided by the Borrower in accordance with Section 2.14, and participating interests in any newly made
Swing Line Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent
with Section 2.16(a)(iv) (and such Defaulting Lender shall not participate therein).


 


2.17.       Incremental
Term Loans.


 


(a)            The
Borrower shall have the right from time to time during the term of this Agreement, and subject to the terms and conditions set forth in
this Section 2.17, to request in writing incremental term loans (the “Incremental Term Loans”) be made
under this Agreement by Incremental Term Lenders pursuant to one or more Incremental Term Loan Agreements. Such notice to the Administrative
Agent shall set forth the date on which such Incremental Term Loans are requested to be made (which shall not be less than three (3) Business
Days nor more than 60 days after the date of such notice (which time periods may be modified or waived at the discretion of the Administrative
Agent)) and include the applicable completed Incremental Term Loan Agreement for such Incremental Term Loans as an attachment thereto;
provided that, notwithstanding anything to the contrary contained herein or in any Incremental Term Loan Agreement, such Incremental
Term Loans shall mature on the Maturity Date, shall not require any mandatory prepayments thereof and shall not amortize. In connection
with any such request, the consent of the Administrative Agent shall be required (such consent not to be unreasonably withheld, conditioned
or delayed), but no consent of any Lender (other than any Lender providing an Incremental Term Loan pursuant to such request) is required
to be obtained.


 






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(b)            Any
such Incremental Term Loans shall be made, at the option of the Borrower, by (x) one or more existing Lenders and/or (y) one
or more financial institutions that is not an existing Lender (any such Lender or financial institution referred to in this Section 2.17(b) being
called an “Incremental Term Lender”); provided that any such non-existing Lender or financial institution (A) must
be an Eligible Assignee, (B) must have an Incremental Term Loan of at least $5,000,000 unless otherwise agreed to by the Administrative
Agent and the Borrower and (C) must become an Incremental Term Lender under this Agreement by execution and delivery of an Incremental
Term Loan Agreement; provided, further, that no Lender shall be required to become an Incremental Term Lender and any Lender or
financial institution approached to provide an Incremental Term Loan may elect or decline, in its sole discretion, to provide such Incremental
Term Loan.


 


(c)            The
Borrower and each Incremental Term Lender that has agreed to provide an Incremental Term Loan pursuant to such request shall execute and
deliver to the Administrative Agent an Incremental Term Loan Agreement and such other documentation as the Administrative Agent shall
reasonably specify to provide for the requested Incremental Term Loans.


 


(d)            Notwithstanding
the foregoing, no Incremental Term Loan Agreement shall become effective and no Incremental Term Loans shall be provided under this Section 2.17
unless:


 


(i)             no
Default or Event of Default shall exist at the time of the request or at the time of the making of the proposed Incremental Term Loans;


 


(ii)            all
conditions precedent for a Borrowing set forth in Section 4.02 have been satisfied;


 


(iii)            the
Borrower shall have provided Incremental Term Loan Cash Collateral as required pursuant to Section 6.10 hereof and the Administrative
Agent shall have received copies of the Collateral Documents or any amendments thereto that the Administrative Agent shall deem reasonably
necessary, signed, to the extent applicable, by each of the parties thereto (or, in the case of any party as to which an executed counterpart
shall not have been received, receipt by the Administrative Agent of telegraphic, telecopy, electronic communication or other written
confirmation from such party of execution of a counterpart thereof by such party), in each case in form and substance reasonably satisfactory
to the Administrative Agent;


 






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(iv)            the
Administrative Agent shall have received customary legal opinions, resolutions and closing certificates and other documentation as it
shall reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent; and


 


(v)            to
the extent requested by any Incremental Term Lender making an Incremental Term Loan, the Borrower shall have executed and delivered Incremental
Term Notes in favor of such Incremental Term Lenders evidencing such Incremental Term Loans.


 


2.18.       Extension
of Maturity Date.


 


(a)           The
Borrower may, from time to time pursuant to this Section 2.18, upon notice to the Administrative Agent (which shall promptly
notify the Lenders), request to extend each Maturity Date then in effect to a date no later than twelve (12) months after the latest Maturity
Date then in effect; provided that not more than two such extensions under this Section 2.18 shall be effected. Within
30 days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such
extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within
the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower
and the Lenders of the Lenders’ responses.


 


(b)           The
Maturity Date shall be extended only if the Required Lenders (calculated prior to giving effect to any replacements of Lenders permitted
herein) have consented thereto.  If so extended, the Maturity Date, as to the Lenders consenting to such extension (the “Extending
Lenders”), shall be extended to the date specified in the notice delivered under Section 2.18(a) (which date
shall be no later than twelve (12) months after the latest Maturity Date then in effect), effective as of the date the Administrative
Agent has received the documents required to be delivered by Section 2.18(c)(iii) (the “Extension Effective
Date”).  The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension
Effective Date.


 


(c)           Notwithstanding
the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless:


 


(i)             on
the Extension Effective Date, no Default or Event of Default shall have occurred and be continuing, and no Default or Event of Default
shall occur, as a result of such extension;


 


(ii)            on
and as of the Extension Effective Date, the representations and warranties of the Borrower contained in Article V or in any
other Loan Document, shall be true and correct in all material respects both before and after giving effect to the extension (provided
that (i) if a representation and warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct
in all respects, and (ii) the representation and warranty made in Section 5.15(a) shall be true and correct in all
respects);


 


(iii)            the
Borrower shall deliver to the Administrative Agent (A) copies of corporate resolutions certified by a Responsible Officer of the
General Partner, on behalf of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that
the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly
authorized and approved and (B) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower dated
as of the Extension Effective Date certifying that (1) before and after giving effect to such extension, the representations and
warranties of the Borrower contained in Article V or in any other Loan Document shall be true and correct in all material
respects both before and after giving effect to the extension (provided that (i) if a representation and warranty is qualified by
materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the representation and warranty
made in Section 5.15(a) shall be true and correct in all respects) and (2) immediately before and immediately after
giving effect to such extension no Default or Event of Default exists or will exist;


 






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(iv)           The
Borrower shall pay any Loans outstanding on the Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders
(the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 3.05) to the
extent necessary to keep outstanding Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension
Effective Date;


 


(v)            On
the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Pro Rata Share of the
Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant
to Section 2.18(d) (“Additional Commitment Lenders”) in accordance with their respective Pro Rata
Shares (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does
not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of the Committed Loans
of such Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro
Rata Share of the Outstanding Amount of all Swing Line Loans, to exceed such Lender’s Commitments as in effect at such time; and


 


(vi)            If
the reallocation described in the preceding clause (v) cannot, or can only partially, be effected, the Borrower shall Cash
Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (v) and
the payment required by the preceding clause (iv), the Total Revolving Outstandings exceed the Commitments of the Extending Lenders
and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (vi) shall
reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial
reallocation pursuant to the preceding clause (iii)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make
Committed Loans, purchase participations in Swing Line Loans, and purchase participations in L/C Obligations with respect to Letters of
Credit issued after such Maturity Date shall terminate.


 


(d)           The
Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.16.


 


(e)           This
Section shall supersede any provisions in Section 2.07 or 10.01 to the contrary.


 






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2.19.       Benchmark
Replacement Setting.


 


(a)            Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its
related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement
is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement
Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such
Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this
Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of
the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such
Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York
City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without
any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative
Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.


 


(b)            Conforming
Changes. In connection with either the use or administration of Term SOFR or Daily Simple SOFR or the use, administration, adoption
or implementation of any Benchmark Replacement, the Administrative Agent will (in consultation with the Borrower) 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.


 


(c)            Notices;
Standard for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the
implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes. The Administrative Agent will promptly
notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.19(d). 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 2.19, 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 2.19.


 


(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), if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate)
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 administrator of such Benchmark or the
regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing
that any tenor for such Benchmark is not or will not be representative, then (i) the Administrative Agent may modify the definition
of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such
unavailable or 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 not or will not be representative, then the Administrative Agent may modify the definition
of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate
such previously removed tenor.


 






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(e)            Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the
Borrower may revoke any pending request for a Borrowing of, conversion to, or continuation of 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 Base Rate Loans and (ii) any outstanding affected SOFR Loans will be deemed to have been converted
to Base Rate Loans at the end of the applicable Interest Period (or with respect to Daily Simple Swing Line Loans, immediately). During
a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component
of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination
of the Base Rate.


 


(f)            Conflicting
Provisions. This Section shall supersede any provisions in Section 10.01 to the contrary.


 


2.20.       Certain
Reallocation Mechanics.


 


(a)            The
Borrower shall pay any Loans comprising Non-Extended Loans/Commitments outstanding on the applicable Maturity Date as to any Lender (and
pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans ratable with
any revised and new Pro Rata Shares of all the Lenders effective as of the Maturity Date applicable to the Non-Extended Loans/Commitments.


 


(b)            On
the Maturity Date applicable to the Non-Extended Loans/Commitments, all or any part of each Lender’s Pro Rata Share of the Outstanding
Amount of L/C Obligations shall be reallocated among all Lenders in accordance with their respective Pro Rata Shares (calculated without
regard to the Commitments comprising Non-Extended Loans/Commitments) but only to the extent that such reallocation does not cause, with
respect to any Lender, the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Pro Rata Share
of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line
Loans, to exceed such Lender’s Revolving Commitments as in effect at such time.


 


(c)            If
the reallocation described in the preceding clause (b) cannot, or can only partially, be effected, the Borrower shall Cash
Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (b) and
the payment required by the preceding clause (a), the Total Revolving Outstandings exceed the Revolving Commitments of the Lenders
(calculated without regard to the Commitments comprising Non-Extended Loans/Commitments). The amount of Cash Collateral provided by the
Borrower pursuant to this clause (c) shall reduce the applicable Lenders’ Pro Rata Share of the Outstanding Amount of
L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause (b)) on a pro rata basis; and
each Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase participations in L/C
Obligations with respect to Letters of Credit issued after the Maturity Date applicable to the Non-Extended Loans/Commitments shall terminate,
in each case, to the extent comprising Non-Extended Loans/Commitments.


  


(d)            This
Section shall supersede any provisions in Section 2.07 or Section 10.01 to the contrary.


 






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ARTICLE III


 


TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01.       Taxes.


 


(a)            L/C
Issuer. For purposes of this Section 3.01, the term “Lender” includes any L/C Issuer and the term “Law”
includes FATCA.


 


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


 


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


 


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


 






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(e)            Evidence
of Payments. As soon as practicable after any payment of Indemnified Taxes by the Borrower to a Governmental Authority pursuant to
this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(f)            Status
of Lenders. Any Lender (which solely for purposes of this Section 3.01(f) shall include the Administrative Agent) that is
entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the
Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly
completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to
be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the
Administrative Agent, shall deliver such other documentation prescribed by 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 Sections 3.01(f)(A), (B) and (D) below)
otherwise required as a result of a Change in Law, 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.


 


Without limiting the
generality of the foregoing,


 


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


 






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


 


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


 


(ii)            properly
completed and executed copy of IRS Form W-8ECI;


 


(iii)            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 G-1 to the effect that such Foreign Lender is neither a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, nor a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) properly completed and executed copy of IRS Form W-8BEN
or IRS W-8BEN-E, as applicable;


 


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


 


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


 






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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 copies of any other
form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent
to determine the withholding or deduction required to be made; and


 


(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 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)            Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes (including any application thereof to another amount owed to the refunding Governmental Authority) as to which it has been indemnified
pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01),
it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.01
with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and
without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such party will make
such payment to the relevant indemnifying party within ten (10) days after the party has determined that it owes amounts to the indemnifying
party pursuant to the first sentence of this subsection (g). Such indemnifying party, upon the request of such indemnified party,
shall repay to such indemnified party the amount paid over pursuant to this subsection (g) (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund
to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (g), in no event will the indemnified
party be required to pay any amount to an indemnifying party pursuant to this subsection (g) the payment of which would place
the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification
payments or additional amounts giving rise to such refund had never been paid. This subsection (g) shall not be construed
to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential)
to the indemnifying party or any other Person.


 






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(h)            Indemnification
of the Administrative Agent. Each Lender and the L/C Issuer shall severally indemnify the Administrative Agent within ten (10) days
after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not
already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so),
(ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.07(d) relating
to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable
or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender
under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to
the Administrative Agent under this subsection (h). The agreements in this subsection (h) shall survive the resignation
and/or replacement of the Administrative Agent.


 


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


 






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3.02.       Illegality.
If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund SOFR Loans or Daily Simple Swing Line Loans either generally
or having a particular Interest Period hereunder, then, on notice thereof by such Lender to the Borrower through the Administrative Agent,
any obligation of such Lender to (a) make such SOFR Loans or Daily Simple Swing Line Loans shall be suspended (the “Affected
Loans”), and any right of the Borrower to continue Affected Loans or to convert Base Rate Loans to Affected Loans shall be suspended
and (b) the interest rate on which Base Rate Loans shall (if necessary to avoid such illegality) be determined by the Administrative
Agent without reference to clause (c) of the definition of “Base Rate”, in each case 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, (i) the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative
Agent), prepay or, if applicable, convert all Affected Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor (in the case of SOFR Loans), if such Lender may lawfully continue to maintain such SOFR Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such SOFR Loans to such day or in the case of Daily Simple Swing Line Loans and (ii) if
necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the Base Rate without
reference to clause (c) of the definition of “Base Rate”, in each case until the Administrative Agent is advised
in writing by each affected Lender that it is no longer illegal for such Lender to make, maintain or fund Affected Loans. Upon any such
prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate
a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender,
otherwise be materially disadvantageous to such Lender.


 


3.03.       Inability
to Determine Rates. Subject to Section 2.19, in connection with any request for a
SOFR Loan or a Daily Simple Swing Line Loan, or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative
Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do
not exist for ascertaining Adjusted Daily Simple SOFR pursuant to the definition thereof (with respect to a proposed Daily Simple Swing
Line Loan) or Adjusted Term SOFR pursuant to the definition thereof (with respect to a proposed SOFR Loan on or prior to the first day
of the applicable Interest Period) or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding
absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, does not adequately and fairly reflect the
cost to such Lenders of making or maintaining any such Loan during, with respect to Adjusted Term SOFR, such Interest Period and, in the
case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case,
the Administrative Agent shall promptly give notice thereof to the Borrower and each Lender. Upon notice thereof by the Administrative
Agent to the Borrower, any obligation of the Lenders to make SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest
Periods) or Daily Simple Swing Line Loans, as applicable, and any right of the Borrower to convert any Loan to or continue any Loan as
a SOFR Loan (to the extent of the affected SOFR Loans or the affected Interest Periods) or Daily Simple Swing Line Loan, as applicable,
shall be suspended until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such
notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation
of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or Daily Simple Swing Line Loans, as applicable,
or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base
Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Loans or Daily Simple Swing Line Loans, as applicable,
will be deemed to have been converted into Base Rate Loans (I) with respect to any Daily Simple Swing Line Loans, immediately and
(II) with respect to any SOFR Loans, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also
pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.05. Subject
to Section 2.19, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest
error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate
on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base
Rate” until the Administrative Agent revokes such determination.


 






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3.04.       Increased
Cost and Reduced Return; Capital Adequacy.


 


(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 or participated in by, any Lender or the L/C Issuer;


 


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


 


(iii)            impose
on any Lender or the L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such
Lender or any Letter of Credit or participation therein;


 


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


 


(b)            If
any Lender determines that any Change in Law regarding capital adequacy or liquidity, or compliance by such Lender (or its Lending Office)
therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a
consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity
and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.


 


(c)            A
certificate of a Lender, the L/C Issuer or such other Recipient setting forth the Change in Law giving rise to a claim for compensation
under subsection (a) or (b) of this Section, the amount or amounts necessary to compensate such Lender, the L/C Issuer, such
other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this
Section (including an explanation in reasonable detail of the manner in which such amount or amounts was determined) and delivered
to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, the L/C Issuer or such other Recipient,
as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 






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(d)            Failure
or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such
Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant
to this Section 3.04 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such
Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention
to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).


 


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


 


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


 


(b)            any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
SOFR Loan on the date or in the amount notified by the Borrower (even if permitted to revoke such notice); or


 


(c)            any
assignment of a SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant
to Section 10.16;


 


including any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan (excluding loss of anticipated profits) or from fees payable
to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by
such Lender in connection with the foregoing.


 


3.06.       Mitigation
Obligations; Designation of a Different Lending Office. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, then such Lender shall (at the request of the Borrower)
use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such designation
or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may
be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection
with any such designation or assignment.


 






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3.07.       Matters
Applicable to all Requests for Compensation. A certificate of the Administrative Agent or any
Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder
(including, if requested by the Borrower, an explanation in reasonable detail of the manner in which such amount or amounts was determined)
shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any
reasonable averaging and attribution methods.


 


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


 


ARTICLE IV


 


CONDITIONS PRECEDENT TO CLOSING DATE AND TO
CREDIT EXTENSIONS


 


4.01.       Conditions
of Closing Date and Initial Credit Extension. The occurrence of the Closing Date and the obligation
of each Lender make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:


 


(a)            The
Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission
(followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the General Partner, each
dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in
form and substance reasonably satisfactory to the Administrative Agent:


 


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


 


(ii)            executed
counterparts of the Master Assignment, sufficient in number for distribution as reasonably requested by the Administrative Agent;


 


(iii)            (A) a
Revolving Note executed by the Borrower in favor of each Lender requesting a Revolving Note and (B) a Swing Line Note executed by
the Borrower in favor of the Swing Line Lender;


 


(iv)            a
certificate of a Responsible Officer of the General Partner certifying as to the incumbency and genuineness of the signature of each officer
of the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy
of (A) the certificate of limited partnership of the Borrower and all amendments thereto, certified as of a recent date by the appropriate
Governmental Authority in its jurisdiction of organization, (B) the limited partnership agreement of the Borrower as in effect on
the Closing Date and (C) resolutions duly adopted by the General Partner of the Borrower authorizing and approving the transactions
contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower
is a party;


 






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(v)            certificates
as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization and, to the extent reasonably
requested by the Administrative Agent, each other jurisdiction where the Borrower is qualified to do business;


 


(vi)            an
opinion of Wachtell, Lipton, Rosen & Katz, special New York counsel to the Borrower, addressed to the Administrative Agent and
each Lender;


 


(vii)            a
certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations
and warranties of the Borrower contained in Article V are true and correct in all material respects (or, if qualified by materiality
or Material Adverse Effect, in all respects) on and as of the date hereof, (B) that no Default exists or would result from the execution
of this Agreement, (C) since December 31, 2017, there has not occurred any event or condition that has had or would be reasonably
expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately
after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;


 


(viii)            the
financial statements of the Borrower for the fiscal quarter ended June 30, 2018; and


 


(ix)            such
other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or
the Required Lenders reasonably may require.


 


(b)            The
Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to
the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply
with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order
to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested
by the Administrative Agent.


 


(c)            The
Borrower shall have received all material governmental, partner and third party consents and approvals necessary (or any other material
consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this
Agreement and the other Loan Documents and the other transactions contemplated hereby.


 


(d)            No
action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any
arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.


 


(e)            Any
fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented
at least one Business Day prior to the Closing Date shall have been paid.


 






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Unless waived by the Administrative
Agent, the Borrower shall have paid (i) all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing
Date, and (ii) all amounts payable under and in accordance with Section 10.24.


 


4.02.       Conditions
to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension
(other than (i) a Loan Notice requesting only a conversion of Loans to the other Type, (ii) a continuation of SOFR Loans or
Daily Simple Swing Line Loans, or (iii) a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to the other Type)
is subject to the following conditions precedent:


 


(a)            The
representations and warranties of the Borrower contained in Article V (except the representations and warranties in Sections
5.04(d) and 5.05, as to any matter which has theretofore been disclosed in writing by the Borrower to the Lenders by written
notice given to the Administrative Agent) or in any other Loan Document, shall be true and correct in all material respects (provided
that (i) if a representation and warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct
in all respects, and (ii) the representation and warranty made in Section 5.15(a) shall be true and correct in all
respects) on and as of the date of such Credit Extension (or, if such representation speaks as of an earlier date, as of such earlier
date).


 


(b)            No
Default shall exist, or would result from such proposed Credit Extension.


 


(c)            The
Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.


 


(d)            To
the extent that any of the proceeds of such Request for Credit Extension shall be used to repay, redeem or refinance any Senior Notes,
the Total Revolving Outstandings shall not exceed 85% of the Aggregate Revolving Commitments immediately after giving effect to such Request
for Credit Extension and the use of proceeds thereof.


 


Each Request for Credit Extension
(other than (i) a Loan Notice requesting only a conversion of Loans to the other Type, (ii) a continuation of SOFR Loans or
Daily Simple Swing Line Loans, or (iii) a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to the other Type)
submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a),
(b) and (d) (solely to the extent that the proceeds of such Request for Credit Extension shall be used to repay,
redeem or refinance any Senior Notes), have been satisfied on and as of the date of the applicable Credit Extension.


 






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ARTICLE V


 


REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and
warrants to the Lenders, as of the Closing Date and thereafter as of each date required by Section 4.02 and as of any other
date as agreed by the Borrower, that:


 


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


 


5.02.       Corporate
and Governmental Authorization; No Contravention. The Borrower’s incurrence of Debt hereunder,
and the execution, delivery and performance by the Borrower of each Loan Document to which the Borrower is a party, (a) are within
the organizational powers of the Borrower, (b) have been duly authorized by all necessary organizational action, (c) require
no action by or in respect of, or filing with, any Governmental Authority (except such as has been obtained and any reports required to
be filed by the Borrower with the SEC), (d) do not contravene, or constitute a default under, (i) any provision of applicable
law or regulation or of any Organization Documents of the Borrower or (ii) any material agreement, judgment, injunction, order, decree
or other instrument binding upon the such Person, or result in the creation or imposition of any Lien on any asset of such Person or any
of its Subsidiaries that is not permitted hereunder.


 


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


 


5.04.       Financial
Information.


 


(a)            The
balance sheet of the Borrower as of December 31, 2017 and the related statements of operations, equity and cash flows for the fiscal
year then ended, have been reported on by Ernst & Young LLP, independent certified public accountants for the Borrower, and are
set forth in the Borrower’s 2017 Form 10-K, a copy of which has been delivered to each of the Lenders. Such financial statements
(i) present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower as
of such dates and for such periods in conformity with GAAP and (ii) show, to the extent required by GAAP and together with all footnotes
to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated
Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt.


 


(b)            The
unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2018, and the related
unaudited consolidated statements of operations and cash flows for the nine months then ended, set forth in the Borrower’s Form 10-Q
for the quarter ended September 30, 2018, a copy of which has been delivered to each of the Lenders, fairly present, in conformity
with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated
financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and
cash flows for such six month period (subject to normal year-end adjustments).


 






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(c)            The
financial information delivered to the Lenders pursuant to Sections 6.01(a) and (b) (i) fairly presents,
in all material respects, in conformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries
(or, if applicable, ETRN and its consolidated subsidiaries) as of such date and their consolidated results of operations and cash flows
as of such date (subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes), and (ii) shows,
to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities,
direct or contingent, of the Borrower and its Consolidated Subsidiaries (or, if applicable, ETRN and its consolidated subsidiaries) as
of the date thereof, including liabilities for taxes, material commitments and Debt.


 


(d)            Since
December 31, 2021, there has been no material adverse change in the business, financial position or results of operations of the
Borrower and its Consolidated Subsidiaries, considered as a whole.


 


5.05.       Litigation.
There is no action, suit, proceeding or investigation pending against, or, to the knowledge of the Borrower, threatened against or affecting,
the Borrower or any of its Subsidiaries before any Governmental Authority which would reasonably be expected to have a Material Adverse
Effect.


 


5.06.       [Reserved].


 


5.07.       Compliance
with ERISA. Each member of the ERISA Group has fulfilled its obligations under the minimum funding
standards of ERISA and the Code with respect to each Plan and is in compliance in all material respects with the presently applicable
provisions of ERISA and the Code with respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding
standards under the Pension Funding Rules, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in
respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the
imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code, or (iii) incurred any liability
under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.


 


5.08.       Environmental
Matters. In the ordinary course of its business, the Borrower conducts an ongoing review of the
effect of Environmental Laws on the business, operations and properties of the Borrower and its Subsidiaries, in the course of which it
identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required
for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain
compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints
on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature
of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances, and
any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review,
the Borrower has concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, would
not reasonably be expected to have a Material Adverse Effect.


 






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


 


5.10.       Subsidiaries.
Set forth on Schedule 5.10 is a complete and accurate list as of the Closing Date of each of the Borrower’s Subsidiaries,
together with its jurisdiction of formation, the Borrower’s direct or indirect percentage ownership therein and whether it is a
Material Subsidiary. Each Subsidiary is duly incorporated or formed, validly existing and in good standing under the laws of its jurisdiction
of incorporation or formation, and has all corporate or other organizational powers and all material governmental authorizations required
to carry on its business as now conducted, except where the absence of any of the foregoing would not reasonably be expected to have a
Material Adverse Effect.


 


5.11.       Regulatory
Restrictions on Borrowing; Margin Regulations.


 


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


 


(b)            The
Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin
stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value
of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions
of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between
the Borrower and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 8.01(e) will
be margin stock.


 


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


 






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5.13.       Compliance
with Laws. The Borrower and each of its Subsidiaries is in compliance with all laws, rules, regulations,
orders, decrees and requirements of Governmental Authorities applicable to it or to its properties (including, without limitation, the
Code), except where the necessity or fact of compliance therewith is being contested in good faith by appropriate proceedings or such
failure to comply would not reasonably be expected to have a Material Adverse Effect.


 


5.14.       [Reserved].


 


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


 


5.16.       [Reserved].


 


5.17.       Compliance
with FCPA. The Borrower and each of its Subsidiaries is in compliance with the Foreign Corrupt
Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto. Neither the Borrower nor any of its Subsidiaries
has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist
in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official
or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate
for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business
wrongfully to the Borrower or such Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§
78dd-1, et seq.


 






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5.18.       Perfection
of Security Interests in Incremental Term Loan Cash Collateral. So long as any Incremental Term
Loan is outstanding hereunder, the Incremental Term Loan Agreements and/or the Account Control Agreements create valid security interests
in, and Liens on, the Incremental Term Loan Cash Collateral purported to be covered thereby, which security interests and Liens are, if
applicable, perfected security interests and Liens, prior to all other Liens (other than inchoate Liens permitted under Section 7.01).


 


5.19.       Solvency.
The Borrower and its Subsidiaries on a consolidated basis are and, after the consummation of the transactions contemplated by this Agreement,
will be Solvent.


 


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


 


ARTICLE VI


 


AFFIRMATIVE COVENANTS


 


The Borrower agrees that,
so long as any Lender has any Commitment hereunder, any Letter of Credit remains outstanding (unless such Letter of Credit has been cash
collateralized in a manner acceptable to the Administrative Agent and the applicable L/C Issuer or other arrangements with respect thereto
have been made that are satisfactory to the Administrative Agent and the applicable L/C Issuer) or any Obligation payable hereunder remains
unpaid:


 


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


 


(a)            as
soon as available, and in any event within the earlier of (i) ninety (90) days after the end of each fiscal year of the Borrower
and (ii) five (5) days after such information is required to be filed with the SEC, a consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of operations, cash flows
and changes in equity for such fiscal year, setting forth in each case in comparative form (to the extent applicable and, in any event,
without requiring restatements for discontinued operations) the figures for the previous fiscal year, all in reasonable detail and prepared
in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized
standing selected by the Borrower, which report and opinion shall be prepared in accordance with generally accepted auditing standards
and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to
the scope of such audit. Notwithstanding the foregoing, after the “effective time” (however denominated with respect to the
closing of the relevant transactions) under the Merger Agreement, the obligations set forth in this Section 6.01(a) may
be satisfied with respect to the delivery of financial statements of the Borrower and its Consolidated Subsidiaries by furnishing to the
Administrative Agent and each Lender: (A) a consolidated balance sheet of ETRN (or another public parent of the Borrower) and its
consolidated subsidiaries as of the end of such fiscal year and the related consolidated statements of operations, cash flows and changes
in equity for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable
detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant
of nationally recognized standing selected by ETRN (or such other public parent of the Borrower), which report and opinion shall be prepared
in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification
or exception or any qualification or exception as to the scope of such audit and (B) supplemental information reasonably available
to the Borrower that explains in reasonable detail the differences between the information relating to ETRN (or such other public parent
of the Borrower) and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its Consolidated
Subsidiaries, on the other hand. If the financial statements of ETRN are used for this purpose, the delivery timeline in the first clause
(ii) above shall be deemed to mean five (5) days after such information is required to be filed with the SEC with respect to
ETRN (or such other public parent of the Borrower);


 






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(b)            as
soon as available, and in any event within the earlier of (i) forty-five (45) days after the end of each of the first three quarters
of each fiscal year of the Borrower beginning with the fiscal quarter ended March 31, 2019 and (ii) five (5) days after
such information is required to be filed with the SEC, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
as of the end of such quarter and the related consolidated statements of operations and cash flows for such quarter and for the portion
of the Borrower’s fiscal year ended at the end of such quarter, setting forth in the case of such statements of operations and cash
flows, in comparative form (to the extent applicable and, in any event, without requiring restatements for discontinued operations) the
figures for the corresponding quarter and the corresponding portion of the Borrower’s previous fiscal year, all certified (subject
to normal year-end adjustments and the absence of footnotes) as to fairness of presentation, conformity to GAAP and consistency by the
chief financial officer or the chief accounting officer of the General Partner, on behalf of the Borrower. Notwithstanding the foregoing,
after the “effective time” (however denominated with respect to the closing of the relevant transactions) under the Merger
Agreement, the obligations set forth in this Section 6.01(b) may be satisfied with respect to the delivery of financial statements
of the Borrower and its Consolidated Subsidiaries by furnishing to the Administrative Agent and each Lender: (A) a consolidated balance
sheet of ETRN (or another public parent of the Borrower) and its consolidated subsidiaries as of the end of such quarter and the related
consolidated statements of operations and cash flows for such quarter and for the portion of ETRN’s (or such other public parent
of the Borrower’s) fiscal year ended at the end of such quarter, setting forth in the case of such statements of operations and
cash flows, in comparative form the figures for the corresponding quarter and the corresponding portion of ETRN’s (or such other
public parent of the Borrower’s) previous fiscal year, all certified (subject to normal year-end adjustments and the absence of
footnotes) as to fairness of presentation, conformity to GAAP and consistency by the chief financial officer or the chief accounting officer
of ETRN (or such other public parent of the Borrower) and (B) supplemental information reasonably available to the Borrower that
explains in reasonable detail the differences between the information relating to ETRN (or such other public parent of the Borrower) and
its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its Consolidated Subsidiaries, on the
other hand. If the financial statements of ETRN (or such other public parent of the Borrower) are used for this purpose, the delivery
timeline in the first clause (ii) above shall be deemed to mean five (5) days after such information is required to be filed
with the SEC with respect to ETRN (or such other public parent of the Borrower);


 






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(c)            simultaneously
with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate
of a Responsible Officer of the General Partner, on behalf of the Borrower, substantially in the form of the Compliance Certificate attached
hereto, including a complete and accurate list, as of the last day of the period covered by such financial statements, of each of the
Borrower’s Subsidiaries, together with its jurisdiction of formation and the Borrower’s direct or indirect percentage ownership
therein;


 


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


 


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


 


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


 


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


 






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(h)            promptly
upon any announcement by S&P, Moody’s or Fitch of any issuance of or change in a Public Debt Rating notice of such issuance
or change; and


 


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


 


Documents required to be delivered
pursuant to Section 6.01(a), (b), (e) or (f) (to the extent any such documents are included
in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date (A) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet
at the website address listed on Schedule 10.02, ETRN’s website on the Internet at the website provided to the Administrative
Agent (which as of the Third Amendment Effective Date is https://www.equitransmidstream.com) or another website provided to the Administrative
Agent in a notice from the Borrower; or (B) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency
or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver paper copies or soft copies
(by electronic mail) of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies
or soft copies. Information required to be delivered pursuant to this Section 6.01 may also be delivered by facsimile or electronic
mail pursuant to procedures approved by the Administrative Agent. Except for Compliance Certificates required by Section 6.01(c),
the Administrative Agent shall have no obligation to maintain copies of the documents referred to above, and in any event shall have no
responsibility to monitor compliance by the Borrower with any request for delivery of such documents, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such documents.


 


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


 






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6.02.       Payment
of Taxes. The Borrower will, and will cause each of its Subsidiaries to, pay or discharge its
material tax liabilities before the same shall become delinquent except where the validity or amount thereof is being contested in good
faith by appropriate proceedings, and the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto
in accordance with GAAP.


 


6.03.       Maintenance
of Property; Insurance.


 


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


 


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


 


6.04.       Conduct
of Business and Maintenance of Existence. Subject to Section 7.05, the Borrower will
preserve, renew and keep in full force and effect, and will cause each of its Material Subsidiaries to preserve, renew and keep in full
force and effect their respective legal existence and good standing under the Laws of the jurisdiction of its organization and their respective
rights, privileges and franchises necessary or desirable in the normal conduct of its business; provided that nothing in this Section 6.04
shall prohibit (i) the merger of a Subsidiary into the Borrower or the merger or consolidation of a Subsidiary with or into another
Person if (A) in the case of a Domestic Subsidiary, the entity surviving such consolidation or merger is a Domestic Subsidiary and
(B) in the case of a foreign Subsidiary, the entity surviving such consolidation or merger is a Subsidiary, if, in each case covered
by this clause (i), after giving effect thereto, no Default shall have occurred and be continuing, or (ii) the termination of the
legal existence of any Subsidiary if the Borrower in good faith determines that such termination is in the best interest of the Borrower
and is not materially disadvantageous to the Lenders.


 


6.05.       Compliance
with Laws. The Borrower will comply, and cause each of its Subsidiaries to comply, in all material
respects with all applicable material Laws and requirements of Governmental Authorities (including, without limitation, Environmental
Laws, the Act (as defined in Section 10.20) and ERISA and the rules and regulations thereunder) except where the necessity or
fact of compliance therewith is contested in good faith by appropriate proceedings or as would not reasonably be expected to have a Material
Adverse Effect.


 


6.06.       Inspection
of Property, Books and Records. The Borrower will keep, and will cause its Subsidiaries to keep,
proper books of record and account in which full, true and correct, in all material respects, entries shall be made of all dealings and
transactions in relation to its business and activities to the extent required by GAAP or applicable Law; and will permit, and will cause
each of its Subsidiaries to permit, representatives of any Lender at such Lender’s expense to visit and inspect any of their respective
properties, to examine and make abstracts from any of their respective books and records, and to discuss their respective affairs, finances
and accounts with their respective officers, employees and independent public accountants, all at such reasonable times and as often as
may reasonably be desired; provided, however, that if an Event of Default has occurred and is continuing, any visit and inspection by
a Lender shall be at the sole expense of the Borrower.


 






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6.07.       Use
of Proceeds. The proceeds of the Loans made under this Agreement will be used by the Borrower
(i) to refinance loans under the Existing Credit Agreement and pay fees and expenses in connection with this Agreement, (ii) for
working capital, capital expenditures, dividends, unit repurchases and (iii) for other lawful partnership purposes (including, without
limitation, asset purchases, capital expenditures and investments).


 


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


 


6.09.       [Reserved].


 


6.10.       Incremental
Term Loan Cash Collateral.


 


(a)            The
Borrower shall, prior to the initial borrowing of any Incremental Term Loans, establish one or more Incremental Term Loan Cash Collateral
Accounts and enter into one or more Account Control Agreements and shall thereafter maintain such Incremental Term Loan Cash Collateral
Accounts and keep the Account Control Agreements in full force and effect at all times that any portion of the Incremental Term Loans
shall remain outstanding.


 


(b)            The
Borrower shall, at all times when any Incremental Term Loans are outstanding, maintain Incremental Term Loan Cash Collateral in the Incremental
Term Loan Cash Collateral Accounts with a value greater than or equal to the following (the “Required Collateral Amount”):
the greater of (i) the aggregate outstanding principal amount of all Incremental Term Loans made under this Agreement pursuant to
Section 2.17 and (ii) such other amount agreed to by the Incremental Term Lenders and the Borrower in any Incremental
Term Loan Agreement.


 


(c)            If,
at any time, the Required Collateral Amount for any Series of Incremental Term Loans exceeds the value of the Incremental Term Loan
Cash Collateral for such Series of Incremental Term Loans, the Borrower shall immediately deposit additional Incremental Term Loan
Cash Collateral into the appropriate Incremental Term Loan Cash Collateral Account to eliminate such excess. In accordance with the terms
of the applicable Account Control Agreements, the Borrower shall direct the investment of items deposited into the applicable Incremental
Term Loan Cash Collateral Account. The Borrower shall treat all income, gains or losses from the investment of items in the Incremental
Term Loan Cash Collateral Accounts as its own income or loss, and the Administrative Agent and the Lenders shall have no liability for
any such gain or loss.


 






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(d)            If,
at the end of any fiscal quarter of the Borrower, the value of the Incremental Term Loan Cash Collateral exceeds the Required Collateral
Amount, then, upon the request of the Borrower, provided no Default or Event of Default has occurred and is continuing, the Administrative
Agent shall direct the applicable Intermediary to pay and transfer to the Borrower cash, to the extent available, from the appropriate
Incremental Term Loan Cash Collateral Account in an amount equal to such excess.


 


(e)            To
secure the prompt payment in full when due, whether by lapse of time, acceleration or otherwise, of the Incremental Term Loans made under
this Agreement pursuant to Section 2.01(b) and Section 2.17, the Borrower hereby grants to the Administrative
Agent, for the ratable benefit of the Incremental Term Lenders providing such Incremental Term Loans, a continuing security interest in,
and a right to set off against, any and all right, title and interest of the Borrower in and to the Incremental Term Loan Cash Collateral
Accounts and the Incremental Term Loan Cash Collateral and all other amounts maintained in the Incremental Term Loan Cash Collateral Accounts.


 


6.11.       [Reserved]


 


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


 






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ARTICLE VII


 


NEGATIVE COVENANTS


 


The Borrower agrees that so
long as any Lender has any Commitment hereunder, any Letter of Credit remains outstanding (unless such Letter of Credit has been cash
collateralized in a manner acceptable to the Administrative Agent and the applicable L/C Issuer or other arrangements with respect thereto
have been made that are satisfactory to the Administrative Agent and the applicable L/C Issuer) or any Obligation payable hereunder remains
unpaid:


 


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


 


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


 


(b)            Liens
of landlords (other than to secure Debt) and Liens of carriers, warehousemen, mechanics, materialmen, repairmen and suppliers and other
Liens imposed by constitutional, statutory, common or other Law or pursuant to customary reservations or retentions of title arising in
the ordinary course of business, provided that such Liens secure only amounts not past due for more than 60 days or, if delinquent, are
unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate actions for which adequate
reserves determined in accordance with GAAP have been established;


 


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


 


(d)            Liens
to secure the performance of bids, trade contracts, governmental contracts and leases, licenses, subleases or sublicenses (other than
Debt), statutory obligations, surety bonds, custom bonds, stay and appeal bonds, performance bonds and other obligations of a like nature
(including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;


 


(e)            easements,
rights-of-way, restrictions, zoning regulations, minor irregularities in title, boundaries or other survey defects, servitudes, permits,
reservations, exceptions, conditions, covenants and rights of others in any property of the Borrower or any Subsidiary and other charges
or encumbrances (whether or not recorded) affecting real property which do not materially detract from the value of the property subject
thereto or materially interfere with the ordinary conduct of business;


 


(f)            Liens
securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of
Default under Section 8.01(h);


 


(g)            leases,
licenses, subleases or sublicenses granted to others not interfering in any material respect with the business of the Borrower or any
of its Subsidiaries;


 






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(h)            any
interest of title of a lessor, licensor, sub-lessor or sub-licensor and Liens arising from UCC financing statements (or similar filings,
or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases, licenses, subleases or sublicenses permitted
by this Agreement;


 


(i)             normal
and customary rights of setoff, refund and similar Liens upon deposits of cash in favor of banks or other depository institutions;


 


(j)             Liens
of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;


 


(k)            Liens
of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar
provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price
for such goods and related expenses;


 


(l)             Liens,
if any and at any time, in favor of the Administrative Agent or any Lender securing, or constituting a set-off right in respect of, any
of the Obligations or any Cash Collateral required under the Loan Documents;


 


(m)           (i) Liens
on “Incremental Term Loan Cash Collateral” securing only “Incremental Term Loans” and (ii) setoff rights
at any time provided under the Term Loan Agreement or any other financing permitted hereunder;


 


(n)            Liens
created pursuant to construction, operating and maintenance agreements, transportation agreements and other similar agreements and related
documents entered into in the ordinary course of business;


 


(o)            rights
of first refusal entered into in the ordinary course of business;


 


(p)            Liens
consisting of any (i) rights reserved to or vested in any municipality or governmental, statutory or public authority to control
or regulate, in any manner, any property of the Borrower or any Subsidiary or to use such property, (ii) obligations or duties to
any municipality or public authority with respect to any franchise, grant, license, lease or permit or by any provision of Law, and the
rights reserved to or vested in any Governmental Authority or public utility to terminate any such franchise, grant, license, lease or
permit or to condemn or expropriate any property, or (iii) zoning laws, ordinances or municipal regulations;


 


(q)            (i) 
Liens on deposits required by any Person with whom the Borrower or any of its Subsidiaries enters into a Swap Contract and (ii) other
Liens under or with respect to accounts with brokers or counterparties with respect to Swap Contracts, in each case to the extent such
Swap Contracts are entered into in the ordinary course of business;


 






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


 


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


 


(t)            any
Lien securing any refinancing, extension, modification, renewal or refunding of any obligation that is secured by any Lien permitted by
any of the foregoing clauses (r) and (s), so long as the amount of such obligation is not increased;


 


(u)            any
Lien in favor of the Borrower and/or any Subsidiary (other than Liens on assets of the Borrower);


 


(v)            Liens
imposed by ERISA which do not constitute an Event of Default and which are being contested in good faith by appropriate actions and reserves
in conformity with GAAP have been provided therefor;


 


(w)           Liens
on the membership interests or other equity interests of a Designated Joint Venture owned by the Borrower or any Subsidiary securing indebtedness
of such Designated Joint Venture;


 


(x)            Liens
not otherwise permitted by the foregoing clauses of this Section securing Debt or other obligations not to exceed in the aggregate
an amount equal to 2.5% of Consolidated Net Tangible Assets at the time of creation, incurrence, assumption or imposition of such Lien;


 


(y)            Liens
on any amounts held by a trustee or collateral agent under any indenture or other documentation governing indebtedness issued in escrow
pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other documentation governing indebtedness
pursuant to customary discharge, redemption or defeasance provisions;


 


(z)            pledges
and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit
or bank guarantees for the benefit of ) insurance carriers providing property, casualty or liability insurance to the Borrower or any
Subsidiary of the Borrower and pledges and deposits of cash securing deductibles, self-insurance, insurance premiums, co-payment, co-insurance,
retentions and similar obligations to providers of insurance to the extent the amount of such pledged cash or deposit is reasonable and
customary with respect to such insurance and such insurance is being maintained in accordance with Section 6.03;


 


(aa)          Liens
securing obligations in respect of trade-related letters of credit permitted under Section 7.09 and covering the goods (or
the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof;


 


(bb)         Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the import
of inventory, goods, machinery or other equipment that are promptly paid on or before the date on which they become delinquent; and


 


(cc)          Liens
(i) solely on cash money deposits made by Borrower or a Subsidiary in favor of a seller of any property to be acquired, to be applied
against the purchase price to the extent such acquisition would have been permitted under this Agreement on the date of the creation of
such Lien and (ii) consisting of an agreement to Dispose of any property in a Disposition to the extent such Disposition would have
been permitted under this Agreement on the date of the creation of such Lien.


 






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For the avoidance of doubt, for purposes of determining
compliance with this Section 7.01, (i) in the event that a Lien (or any portion thereof) meets the criteria of more than
one of the categories of Liens permitted in this Section 7.01, the Borrower may, in its sole discretion, classify (and subsequently
reclassify), at the time such Lien arises or any time thereafter, such Lien (or any portion thereof) in any such category and will only
be required to include such Lien (or any portion thereof) in one of the categories of Lien permitted in this Section 7.01;
and (ii) at the time such Lien arises or at any time thereafter, the Borrower may, in its sole discretion, divide and classify (and
subsequently reclassify) such Lien (or any portion thereof) in more than one of the categories of Liens permitted in this Section 7.01.


 


7.02.       Financial
Covenant. The Borrower will not permit the Consolidated Leverage Ratio, as at the end of each
fiscal quarter of the Borrower ending on or after the Third Amendment Effective Date, to be greater than 5.50 to 1.00; provided that,
effective as of the MVP Mobilization Effective Date, the maximum Consolidated Leverage Ratio permitted with respect to the end of the
fiscal quarter in which the MVP Mobilization Effective Date occurs and the end of each of the three consecutive fiscal quarters of the
Borrower thereafter shall be 5.85 to 1.00.


 


7.03.       Transactions
with Affiliates. Borrower will not, and will not permit any Subsidiary to, directly or indirectly,
pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or
intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate unless any such transactions
between the Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than another Subsidiary)
on the other hand, shall be on an arm’s length basis and on terms no less favorable to the Borrower or such Subsidiary than could
have been obtained from a third party who was not an officer, director, employee or Affiliate (other than another Subsidiary); provided,
that the foregoing provisions of this Section shall not (a) prohibit the Borrower and each Subsidiary from declaring or paying
any lawful dividend or distribution otherwise permitted hereunder, (b) prohibit the Borrower or a Subsidiary from providing credit
support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) prohibit the Borrower or a Subsidiary
from engaging in a transaction or transactions that are not on an arm’s length basis or are not on terms as favorable as could have
been obtained from a third party, provided that such transaction or transactions occurs within a related series of transactions, which,
in the aggregate, are on an arm’s length basis and are on terms as favorable as could have been obtained from a third party, (d) prohibit
the Borrower or a Subsidiary from engaging in non-material transactions with any officer, director, employee or Affiliate that are not
on an arm’s length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary
course of the Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default
or Event of Default shall have occurred and be continuing, (e) prohibit the Borrower and its Subsidiaries from entering into a definitive
agreement with respect to or effecting (i) a Partnership Restructuring Event and the transactions related thereto or (ii) a
Partnership Rollup Event or a Drop-Down Acquisition with ETRN, any of its Subsidiaries or any of its or their respective Affiliates and
the transactions related thereto, and in each case shall not prohibit the performance by any Person party thereto of their obligations
thereunder, (f) prohibit any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters,
(g) prohibit the Borrower or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been
approved by the conflicts committee of the General Partner, (h) prohibit transactions between the Borrower or any Subsidiary or Designated
Joint Venture, on the one hand, and any Subsidiary or Designated Joint Venture, on the other hand, that are on terms and conditions reasonably
fair to the Borrower in all material respects in the good faith judgment of the Borrower, (i) prohibit transactions involving any
employee benefit plans or related trusts and (j) prohibit the payment of reasonable compensation, fees and expenses (as determined
by the Borrower) to, and indemnity provided on behalf of, the General Partner and directors, employees and officers of the General Partner,
the Borrower or any Subsidiary.


 






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7.04.       Restricted
Payments. Borrower will not declare or make, directly or indirectly, any Restricted Payment,
during the occurrence and continuance of an Event of Default under Section 8.01(a), 8.01(b) (solely due to the
failure to satisfy the covenant contained in Section 7.02, 8.01(f) or 8.01(g)), or if a Default or Event
of Default under the foregoing Sections would be caused by the making of such Restricted Payment.


 


7.05.       Mergers
and Fundamental Changes. Borrower will not, nor will it permit any of its Subsidiaries to, (a) enter
into any transaction of merger or (b) consolidate, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution);
provided, that: (i) a Person (including a Subsidiary of the Borrower but not the Borrower) may be merged or consolidated with
or into the Borrower so long as (A) the Borrower shall be the continuing or surviving entity, (B) no Default or Event of Default
shall exist or be caused thereby, and (C) the Borrower remains liable for its obligations under this Agreement and all the rights
and remedies hereunder remain in full force and effect, (ii) a Subsidiary of the Borrower may merge with or into another Subsidiary
of the Borrower or any other Person, (iii) any Subsidiary of the Borrower may liquidate, wind up 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 and (iv) the Borrower may enter into a definitive agreement with respect to or effecting a Partnership Rollup Event or a
Partnership Restructuring Event or otherwise merge with or into ETRN or any Subsidiary thereof, so long as (A) no Default or Event
of Default shall exist or be caused thereby, (B) the Borrower continues in existence or the surviving entity assumes the Borrower’s
obligations under this Agreement pursuant to an agreement reasonably satisfactory to the Administrative Agent, (C) the Borrower continues
in existence or the surviving entity has an Investment Grade Rating, and (D) the Lenders have, to the extent reasonably requested
prior to the closing of such transaction, satisfied reasonably required “know your customer” diligence on any counterparty
in connection with such transaction.


 


7.06.       Change
in Nature of Business. The Borrower shall not, nor shall it permit any Subsidiary to, directly
or indirectly, engage in any material line of business other than the midstream oil and gas business or any business substantially related
or incidental thereto.


 






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7.07.       Use
of Proceeds. The Borrower shall not use the proceeds of any Credit Extension, whether directly
or indirectly, for a purpose that entails a violation of Regulation U of the FRB. The proceeds of the Loans shall not be used, directly
or indirectly, by the Borrower or its Subsidiaries to fund any operations in, finance any investments or activities in, or, make any payments
to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law.


 


7.08.       Dispositions.
Except in the case of a Partnership Rollup Event or a Partnership Restructuring Event, the Borrower will not make, nor permit its Subsidiaries
to make, any Disposition (whether in one transaction or a series of transactions) that constitutes all or substantially all of the assets
of the Borrower and its Subsidiaries, taken as a whole.


 


7.09.       Debt.
The Borrower will not, nor will it permit its Subsidiaries to, create, incur, assume or suffer to exist any Debt except:


 


(a)            Debt
pursuant to this Agreement or an Incremental Term Loan Agreement;


 


(b)            Current
liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business that is extended in connection with the normal
purchases of goods and services;


 


(c)            Debt
of any Person that becomes a Subsidiary of the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary
of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or any Subsidiary in connection with its
acquisition (whether by merger, consolidation, acquisition of all or substantially all of the assets or acquisition that results in the
ownership of greater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, in each case, Debt refinancing,
extending, renewing or refunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide
for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and
unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption
of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all
such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(c), and then outstanding, shall not
exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (and such
Person on a pro forma basis) then most recently ended;


 


(d)            Debt
in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment
therefor shall not be past due;


 


(e)            all
obligations of such Person arising under letters of credit (including standby and commercial);


 


(f)            Debt
solely resulting from a pledge of the membership interests or other equity interests in a Designated Joint Venture owned by the Borrower
or a Subsidiary securing indebtedness of such Designated Joint Venture;


 






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(g)            (i) the
Senior Notes existing as of the Third Amendment Effective Date and (ii) other Debt of the Borrower so long as, after giving effect
to the incurrence of such Debt, the Borrower is in compliance with Section 7.02;


 


(h)            other
Debt of the Subsidiaries of the Borrower so long as, after giving effect to the incurrence of such Debt, the aggregate outstanding principal
amount of all such Debt outstanding under this clause (h) does not exceed 2.5% of Consolidated Net Tangible Assets at the time of
incurrence;


 


(i)             any
Debt of a direct or indirect Subsidiary of the Borrower to the Borrower or any other direct or indirect Subsidiary of the Borrower in
connection with intercompany arrangements;


 


(j)             Debt
in respect of performance bonds, warranty bonds, bid bonds, appeal bonds, surety bonds, labor bonds and completion and performance guarantees
and similar obligations required by Law, contract or Governmental Authorities, in each case provided in the ordinary course of business,
including those incurred to secure health, safety and environmental obligations in the ordinary course of business; and


 


(k)            guarantees
of Debt of the Borrower or any Subsidiary of the Borrower expressly permitted to be incurred under this Agreement.


 


For the avoidance of doubt, for purposes of determining
compliance with this Section 7.09, (i) in the event that an item of Debt (or any portion thereof) meets the criteria
of more than one of the categories of Debt permitted in this Section 7.09, the Borrower may, in its sole discretion, classify
(and subsequently reclassify), at the time of incurrence or any time thereafter, such item of Debt (or any portion thereof) in any such
category and will only be required to include such Debt (or any portion thereof) in one of the categories of Debt permitted in this Section 7.09;
and (ii) at the time of incurrence or at any time thereafter, the Borrower may, in its sole discretion, divide and classify (and
subsequently reclassify) an item of Debt (or any portion thereof) in more than one of the categories of Debt permitted in this Section 7.09.


 


7.10.       Changes
in Fiscal Year; Organization Documents. The Borrower shall not (a) make changes to its (i) fiscal
year or (ii) Organization Documents, which, in either case, would reasonably be expected to have a Material Adverse Effect or (b) change
the definitions of “Partnership Rollup Event” or “Partnership Restructuring Event” in the Partnership Agreement
in a manner materially adverse to the Lenders.


 


7.11.       Burdensome
Agreements. Neither the Borrower nor any Subsidiary shall enter into any Contractual Obligation
that limits the ability (i) of any Subsidiary to make cash dividends or other distributions to the Borrower or to otherwise transfer
property to the Borrower, (ii) of any Subsidiary to Guarantee the Obligations or (iii) of the Borrower or any Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations, other than, in each case, any such
limitation existing under or by reason of:


 


(a)            this
Agreement or any other Loan Document;


 


(b)            applicable
Laws;


 






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(c)            any
Contractual Obligation outstanding on the First Amendment Effective Date;


 


(d)            any
Contractual Obligation (i) governing property existing at the time of the acquisition thereof, so long as the limitation related
only to such property or (ii) of any Subsidiary existing at the time such Subsidiary was merged or consolidated with or into, or
acquired by the Borrower or a Subsidiary of the Borrower, or otherwise became a Subsidiary of the Borrower, in each case not created in
contemplation of such acquisition, merger or consolidation or otherwise becoming a Subsidiary of the Borrower;


 


(e)            customary
non-assignment provisions entered into in the ordinary course of business;


 


(f)             restrictions
on cash or other deposits or on net worth (or other measure of creditworthiness) imposed by customers, suppliers, landlords or tenants
under Contractual Obligations entered into in the ordinary course of business;


 


(g)            any
Contractual Obligation related to any Debt or any Lien not prohibited by this Agreement;


 


(h)            any
Contractual Obligation related to any sale, transfer or other Disposition of a Subsidiary or any other property not prohibited by this
Agreement pending the consummation of such sale, transfer or other Disposition; provided that such restrictions and conditions
apply only to such Subsidiary or such other property that is the subject of such sale, transfer or other Disposition;


 


(i)             any
Contractual Obligation related to preferred equity interests issued by the Borrower, any Subsidiary of the Borrower, or any direct or
indirect parent of any of the foregoing, or the payment of dividends thereon in accordance with the terms thereof; provided that (x) the
issuance of such preferred equity interests is not otherwise prohibited by this Agreement and (y) the terms of such preferred equity
interests do not expressly restrict the ability of any Subsidiary to make Restricted Payments (other than requirements to pay dividends
or liquidation preferences on such preferred equity interests prior to paying any Restricted Payments);


 


(j)             customary
provisions in joint venture agreements and other similar agreements applicable to joint ventures not otherwise prohibited by this Agreement
and applicable solely to such joint venture;


 


(k)            Contractual
Obligations related to (i) the Merger Agreement, (ii)  a Partnership Restructuring Event, (iii) a Partnership Rollup Event
or (iv)  another transaction permitted under Section 7.05;


 


(l)             Contractual
Obligations where the stated liability (for the avoidance of doubt, excluding any inchoate or contingent liabilities) of the Borrower
or any of its Subsidiaries under such Contractual Obligations does not exceed $25,000,000 per fiscal year in the aggregate at any one
time for all such Contractual Obligations;


 






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(m)           customary
provisions in leases, subleases, licenses or asset sale or purchase agreements otherwise permitted by this Agreement so long as such restrictions
relate solely to the assets subject thereto;


 


(n)            customary
provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary;


 


(o)            any
Contractual Obligation (i) with respect to surety bonds, performance bonds or similar instruments, and guarantees associated therewith,
(ii) constituting an indemnity or performance obligation and guarantees associated therewith, or (iii) evidencing letters of
credit and related documentation, in each case to the extent not otherwise prohibited by this Agreement;


 


(p)            any
Contractual Obligation that is primarily commercial in nature, including but not limited to gas gathering agreements, water services contracts,
transportation agreements, procurement contracts for goods and services and other agreements or arrangements for the purchase, sale, transportation,
gathering, collection, supply, and/or storage, of natural gas or other hydrocarbons, or similar transactions or services with respect
to natural gas or other hydrocarbons; or


 


(q)            any
amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or refinancing of any restriction,
provision or Contractual Obligation otherwise permitted under this Section 7.11; provided that any such amendment, modification,
restatement, renewal, increase, extension, supplement, refunding, replacement or refinancing is no more restrictive, when taken as a whole,
with respect to such limitations than those contained in such Contractual Obligations as in effect immediately prior to such amendment,
modification, restatement, renewal, increase, extension, supplement, refunding, replacement or refinancing.


 


ARTICLE VIII


 


EVENTS OF DEFAULT AND REMEDIES


 


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


 


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


 


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


 






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


 


(d)            Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower,
in this Agreement or in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or
misleading in any material respect (except to the extent qualified by materiality, in which case they shall be true and correct in all
respects and except that the representation and warranty made in Section 5.15(a) shall be true and correct in all respects)
when made or deemed made; provided that (except in the case of any representation, warranty or certification made with respect
to any financial statement of the Borrower) if such lack of correctness is capable of being remedied or cured within a 30-day period,
Borrower shall have a period of 30 days after the earlier of (i) written notice thereof has been given to Borrower by Administrative
Agent (acting on the request of one or more Lenders) or (ii) a Responsible Officer of the General Partner has obtained knowledge
thereof, within which to remedy or cure such lack of correctness; or


 


(e)            Cross-Payment
Default. (i) The Borrower (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) in respect of any Material Debt, or (B) fails to observe or perform any other agreement or condition relating
to any Material Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any default occurs, the
effect of which default is to cause, or to permit the holder or holders of such Material Debt to cause, with the giving of notice if required,
the maturity of such Material Debt to be accelerated or to cause such Material Debt to be repurchased, prepaid, defeased or redeemed (automatically
or otherwise), or an offer to repurchase, prepay, defease or redeem such Debt to be made, prior to its stated maturity or (ii) there
occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default
under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined)
and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $25,000,000;
or


 


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


 






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


 


(h)           Judgments.
There is entered against the Borrower or any Subsidiary final judgments or orders for the payment of money in an aggregate amount exceeding
$25,000,000 (to the extent not (i) covered by independent third-party insurance as to which the insurer does not dispute coverage
and/or (ii) fully indemnified by (x) ETRN, any direct or indirect subsidiary thereof or EQT Corporation or (y) a third
party who has acknowledged liability for such judgment and has either provided credit support for such indemnity obligations that is reasonably
acceptable to the Administrative Agent or otherwise has an Investment Grade Rating), and (A) enforcement proceedings are commenced
by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of
such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 


(i)            ERISA.
(i) Any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $25,000,000 which it
shall have become liable to pay under Title IV of ERISA; or (ii) notice of intent to terminate a Material Plan shall be filed
under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or
(iii) the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums
under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Material Plan; or
(iv) a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material
Plan must be terminated; or (v) there shall occur a complete or partial withdrawal from, or a default, within the meaning of
Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans, which, in the case of each of clauses
(ii) – (v) above, could cause one or more members of the ERISA Group to incur a current payment obligation in excess
of $25,000,000 in the aggregate; or


 


(j)            Invalidity
of Loan Documents or Account Control Agreements. (i) Any Loan Document at any time after its execution and delivery and for any
reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect;
or the Borrower contests in any manner the validity or enforceability of any Loan Document; or the Borrower denies that it has any or
further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or (ii) any
Account Control Agreement at any time after its execution and delivery, and for any reason other than as expressly permitted hereunder
or thereunder, or satisfaction in full of all the Obligations in respect of Incremental Term Loans, ceases to be in full force and effect;
or the Borrower contests in any manner the validity or enforceability of any Account Control Agreement; or the Borrower purports to revoke,
terminate or rescind any Account Control Agreement, in each case under this clause (ii), if the Required Incremental Term Lenders provide
written notice that such event constitutes an “Event of Default”; or


 






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(k)           Change
of Control. There occurs any Change of Control.


 


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


 


(a)           the
Required Revolving Lenders, take any or all of the following actions:


 


(i)            declare
the commitment of each Revolving Lender to make Revolving Loans and any obligations of the L/C Issuers to make L/C Credit Extensions to
be terminated, whereupon such commitments and obligation shall be terminated;


 


(ii)           declare
the unpaid principal amount of all outstanding Revolving Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document with respect to the Revolving Commitments, Revolving Loans or Letters of Credit to
be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived
by the Borrower;


 


(iii)           require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and


 


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


 


(b)           the
Required Incremental Term Lenders, take any or all of the following actions:


 


(i)            declare
the commitment, if any, of each Incremental Term Lender to make Incremental Term Loans to be terminated, whereupon such commitments shall
be terminated;


 


(ii)           declare
the unpaid principal amount of all outstanding Incremental Term Loans, all interest accrued and unpaid thereon, and all other amounts
owing or payable hereunder or under any other Loan Document with respect to the Incremental Term Loans to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and


 


(iii)           exercise
on behalf of itself and the Incremental Term Lenders all rights and remedies available to it and the Incremental Term Lenders under the
Loan Documents or applicable law, including, without limitation, its rights with respect to any Incremental Term Loan Cash Collateral;


 






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


 


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


 


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


 


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


 


Third, to
payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees pursuant to Section 2.03(h) and
interest on the Committed Loans, Swing Line Loans and the L/C Borrowings, ratably among the Revolving Lenders in proportion to the respective
amounts described in this clause Third payable to them;


 


Fourth, to
payment of that portion of the Obligations constituting unpaid principal of the Committed Loans, Swing Line Loans and L/C Borrowings,
ratably among the Revolving Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Fourth
held by them;


 


Fifth, to
payment of that portion of the Obligations constituting accrued and unpaid interest on the Incremental Term Loans, ratably among the Incremental
Term Lenders in proportion to the respective amounts described in this clause Fifth payable to them;


 


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


 


Seventh,
to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit to the extent not Cash Collateralized by the Borrower pursuant to Section 2.16;
and


 


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


 


provided, that all
amounts collected from the proceeds of Incremental Term Loan Cash Collateral shall be used to repay the Incremental Term Loans.


 


Subject to Section 2.03(c),
amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Seventh 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 Obligations, if any, in the order
set forth above.


 






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ARTICLE IX


 


ADMINISTRATIVE AGENT


 


9.01.       Appointment
and Authorization of Administrative Agent. Each of the Lenders and the L/C Issuers hereby
irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and
authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and the
Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of
the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative
relationship between contracting parties.


 


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


 


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


 


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


 


(b)           shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may
expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of
doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification
or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and


 






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(c)           shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person
serving as the Administrative Agent or any of its Affiliates in any capacity.


 


The Administrative Agent shall
not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders, the Required
Revolving Lenders or the Required Incremental Term Lenders, as applicable, (or such other number or percentage of the Lenders as shall
be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections
10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent
jurisdiction by final and nonappealable judgement. The Administrative Agent shall be deemed not to have knowledge of any Default unless
and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.


 


The Administrative Agent shall
not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements
or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.


 


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


 






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


 


9.06.       Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights
and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent.
The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related
Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and
nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 






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9.07.       Resignation
of Administrative Agent. The Administrative Agent may at any time give notice of its resignation
to the Lenders, the L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the
right, in consultation with the Borrower (so long as no Event of Default exists), to appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor
Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and
the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent
hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder
or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower
to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions
of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its
sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent.


 


Any resignation by Wells Fargo
as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C
Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan
Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations
of the retiring L/C Issuer with respect to such Letters of Credit.


 


9.08.       Non-Reliance
on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it
has, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender or any of their Related Parties
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent,
any Arranger or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other
Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender represents and warrants that (i) the
Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial
loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial
loans set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type
of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants
that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, as may be applicable to such Lender, and
either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, is experienced in
making, acquiring or holding such commercial loans.


 






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


 


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


 


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


 


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


 


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


 


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


 






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9.11.       Erroneous
Payments.


 


(a)           Each
Lender, L/C Issuer and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which such
notice shall be conclusive absent manifest error) such Lender or L/C Issuer (or any Affiliates thereof) or any other Person that has received
funds from the Administrative Agent or any of its Affiliates on behalf of such Lender or L/C Issuer (each such recipient, a “Payment
Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient
were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or
not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from the Administrative Agent (or any
of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment
or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable,
(y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any
of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise
becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be
presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 9.11(a), whether received
as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous
Payment”) and such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous
Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices
specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim
to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand,
claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including without limitation waiver of any
defense based on “discharge for value” or any similar doctrine.


 


(b)           Without
limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above,
it shall promptly notify the Administrative Agent in writing of such occurrence.


 


(c)           In
the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property
of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent,
and upon demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an
Erroneous Payment on its behalf to), promptly, but in all events no later than one Business Day thereafter, return to the Administrative
Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency
so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof)
was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time
to time in effect.


 


(d)           [Reserved].


 






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(e)            Each
party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient
that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to
all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all
amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative
Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 9.11
or under the indemnification provisions of this Agreement and (y) the receipt of an Erroneous Payment by a Payment Recipient shall
not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations
owed by the Borrower, except, in each case, to the extent such Erroneous Payment (or any portion thereof) is, and solely with respect
to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or an Affiliate
of the Borrower. For the avoidance of doubt, the existence of an Erroneous Payment by the Administrative Agent to any Payment Recipient
shall not affect the occurrence of the payment in full of the Obligations and the termination of this Agreement if the Borrower or any
Affiliate of the Borrower has otherwise paid to the Administrative Agent for the account of each Lender the then unpaid principal amount
of the Loans along with any other amounts then due and owing under this Agreement.


 


(f)            Each
party’s obligations under this Section 9.11 shall survive the resignation or replacement of the Administrative Agent
or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations (or any portion thereof) under any Loan Document.


 


(g)           Nothing
in this Section 9.11 will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from any
Payment Recipient’s receipt of an Erroneous Payment.


 


ARTICLE X


 


MISCELLANEOUS


 


10.01.     Amendments,
Etc.


 


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


 


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


 






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


 


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


 


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


 


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


 


(vi)          release
the Borrower without the written consent of each Lender;


 


(vii)         amend
or modify Section 4.02 without the consent of the Required Revolving Lenders and to the extent any Series of an Incremental
Term Loan Commitment is outstanding, the Required Incremental Term Lenders applicable to such Series; or


 


(viii)        release
any of the Incremental Term Loan Cash Collateral without the written consent of each Incremental Term Lender, except as permitted hereunder.


 


and, provided further, that (A) no
amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect
the rights or duties of the L/C Issuers under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued
or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition
to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (C) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights
or duties of the Administrative Agent under this Agreement or any other Loan Document; (D) the Fee Letters may be amended, or rights
or privileges thereunder waived, in a writing executed only by the parties thereto; and (E) no Defaulting Lender shall have any right
to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires
the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders),
except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any
waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting
Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.


 






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(b)           Notwithstanding
the provisions of Section 10.01(a), this Agreement may be amended, restated, amended and restated or otherwise modified pursuant
to any Incremental Term Loan Agreement with the written consent of the Administrative Agent (provided that only the acknowledgment
of the Administrative Agent (and not the consent of the Administrative Agent) shall be required with respect to any Incremental Term Loan
Agreement that is substantially in the form of Exhibit F attached hereto and makes no modifications to this Agreement except
for the matters specified in the form of Exhibit F attached hereto), the Borrower and the Incremental Term Lenders providing
the Incremental Term Loans made under this Agreement pursuant to Section 2.17, but without the consent of any other Lender;
provided that such amendment, restatement, amendment and restatement or other modification is not directly adverse to any other
Lender and shall not result in any change to the obligations of the Revolving Lenders under Section 2.03(c) to reimburse
their Pro Rata Share of Unreimbursed Amounts or to the obligations of the Revolving Lenders under Section 2.04(c) to
fund their participations in respect of Swing Line Loans, in each case to the extent necessary to reflect the existence and terms of the
Incremental Term Loans evidenced thereby and to effect such other changes (including, without limitation, changes to the provisions of
Article II, Section 10.01(a) and the definition of “Required Lenders” to include appropriately
the Incremental Term Lenders providing such Incremental Term Loans and any other definitions or provisions of this Agreement specifying
the number or percentage of Lenders required to waive, amend or modify any rights under this Agreement or make any determination or grant
any consent under this Agreement) as the Borrower and the Incremental Term Lenders providing such Incremental Term Loans (and to the extent
there are modifications to this Agreement beyond the scope of the form of Incremental Term Loan Agreement as set forth in Exhibit F
attached hereto, the Administrative Agent) shall deem reasonably necessary in connection with any such Incremental Term Loan Agreement;
provided, further, that no Incremental Term Loan Agreement shall:


 


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


 


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


 


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


 






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(iv)          change
Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments or order of payments
required thereby without the written consent of each Lender directly affected thereby, except to clarify that, except to the extent paid
from Incremental Term Loan Cash Collateral, Incremental Term Loans shall be paid after all Revolving Loans have been paid in full
and the aggregate L/C Obligations have been paid or Cash Collateralized in full;


 


(v)           release
the Borrower without the written consent of each Lender directly affected thereby;


 


(vi)          amend
or modify Section 4.02 without the consent of the Required Revolving Lenders and to the extent any Series of an Incremental
Term Loan Commitment is outstanding, the Required Incremental Term Lenders applicable to such Series; or


 


(vii)         release
any of the Incremental Term Loan Cash Collateral without the written consent of each Incremental Term Lender, except as permitted hereunder.


 


10.02.     Notices; Effectiveness;
Electronic Communication.


 


(a)           Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided
in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 






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10.05.     Indemnification;
Damage Waiver.


 


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


 






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(b)           Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives,
any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement
or instrument entered into or delivered pursuant hereto, the transactions contemplated hereby or thereby, any Loan or Letter of Credit
or the use of the proceeds thereof. No Indemnitee referred to in subsection (a) above shall be liable for any damages
arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such
Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence
or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.


 


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


 


10.07.    Successors
and Assigns.


 


(a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation
in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of subsection (f) or (j) of this Section (and any
other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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(b)           Any
Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations
and Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:


 


(i)            Minimum
Amounts.


 


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


 


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


 


(ii)           Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not
apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans.


 






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


 


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


 


(B)           the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is
(x) in the case of an assignment of Revolving Loans or a Revolving Commitment, to a Person that is not a Revolving Lender, an Affiliate
of a Revolving Lender or an Approved Fund with respect to such Revolving Lender or (y) in the case of an assignment of Incremental
Term Loans or an Incremental Term Commitment, to a Person that is not an Incremental Term Lender, an Affiliate of such Incremental Term
Lender or an Approved Fund with respect to such Incremental Term Lender;


 


(C)           the
consent of each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases
the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and any
assignment in respect of Revolving Loans or a Revolving Commitment to a Person that is not a Revolving Lender, an Affiliate of a Revolving
Lender or an Approved Fund with respect to such Revolving Lender; and


 


(D)           the
consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect
of Revolving Loans or a Revolving Commitment to a Person that is not a Revolving Lender, an Affiliate of a Revolving Lender or an Approved
Fund with respect to such Revolving Lender.


 


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


 






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


 


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


 


Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, except to the extent otherwise specifically provided hereunder, and only to the extent of the interest assigned by such Assignment
and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of
the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts
and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed
by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver
a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.


 






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(c)           The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent
thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amounts (and stated interest) of the Loans and L/C Obligations 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 notice.


 


(d)           Any
Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including for purposes of this subsection (d), participations in L/C Obligations and/or Swing Line Loans)
owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower,
the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01(a) that
directly affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely
for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan
Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or
any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent
that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form
under Section 5f.103-1(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.


 






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(e)           A
Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such Participant, and such Participant agrees, for the benefit of the
Borrower, to comply with Section 3.01 (including subsection 3.01(f)), and be subject to Sections 3.06 and 10.16
as though it were a Lender.


 


(f)           Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under
its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve
Bank or other central bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.


 


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


 


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


 


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


 


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


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.


 


(i)            Notwithstanding
anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the Loans
owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security
for such obligations or securities, provided that unless and until such trustee actually becomes a Lender in compliance with the
other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations
under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents
even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.


 






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(j)            Notwithstanding
anything to the contrary contained herein, if at any time Wells Fargo or another L/C Issuer assigns all of its Commitment and Loans pursuant
to subsection (b) above, (i) Wells Fargo or such L/C Issuer may, upon 30 days’ notice to the Borrower and
the Lenders, resign as an L/C Issuer and/or (ii) Wells Fargo may, upon 30 days’ notice to the Borrower, resign as Swing Line
Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among
the Lenders (only if such Lender accepts such appointment) a successor L/C Issuer or Swing Line Lender hereunder; provided, however,
that no failure by the Borrower to appoint any such successor shall affect the resignation of (x) Wells Fargo or such L/C Issuer
as an L/C Issuer or (y) Wells Fargo as Swing Line Lender, as the case may be. If Wells Fargo or another L/C Issuer resigns as an
L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding
as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require
the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Wells
Fargo resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing
Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make
Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the
appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of
the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor
L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession
or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of the resigning L/C Issuer
with respect to such Letters of Credit.


 






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10.08.     Confidentiality.
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it; (c) to the extent required by applicable laws or regulations or by any subpoena or similar
legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective
Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor)
to any swap or derivative transaction relating to obligations of the Borrower; (g) with the consent of the Borrower; (h) to
the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar organization (including any credit insurance provider relating to
the Borrower and its obligations). In addition, the Administrative Agent and the Lenders may disclose, after the Closing Date, the existence
of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and
service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement,
the other Loan Documents, the Commitments, and the Credit Extensions. For purposes of this Section, “Information” means
all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses,
other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis
prior to disclosure by the Borrower or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 


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


 


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


 






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


 


10.11.     Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic mail
shall be effective as delivery of manually executed counterpart hereof and shall constitute an agreement to deliver an original executed
counterpart if requested. The words “execution,” “signed,” “signature,” and words of like import in
this Agreement and the other Loan Documents shall be deemed to include electronic signatures or electronic records, 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.


 


10.12.     Integration.
This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject
matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between
the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the
inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not
be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto
and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.


 


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


 


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


 






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10.15.     [Reserved]


 


10.16.     Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower
is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office
in accordance with Section 10.16(a), or if any Lender suspends its obligations to make, maintain or continue SOFR Loans or
Daily Simple Swing Line Loans pursuant to Section 3.02 or any Lender is a Defaulting Lender or a Non-Consenting Lender or
a Non-Extending Lender, or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party
hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.07),
all of its interests, rights (other than its existing rights to payments pursuant to Section 3.04 or Section 3.01)
and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


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


 


(b)           such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Advances,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees)
or the Borrower (in the case of all other amounts);


 


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


 


(d)           such
assignment does not conflict with applicable Laws;


 


(e)           in
the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the
applicable amendment, waiver or consent, or in the case of any assignment from a Lender becoming a Non-Extending Lender, the applicable
assignee shall consent to the applicable extension; and


 


(f)            In
the event that such Lender is a L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain
outstanding, the Borrower shall Cash Collateralize such Letters of Credit upon terms reasonably satisfactory to such L/C Issuer to secure
the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory
to such L/C Issuer with respect to such Letters of Credit including providing other credit support.


 






    	 	128	 



     


    

 


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. Solely for purposes of effecting any assignment involving a Defaulting
Lender under this Section 10.16 and to the extent permitted under applicable Laws, each Lender hereby agrees that any Assignment
and Acceptance done in accordance with this Section 10.16 shall be effective against a Defaulting Lender five (5) Business Days
after it has been given notice of the same, whether or not such Defaulting Lender has executed such Assignment and Acceptance, and such
Defaulting Lender shall be bound thereby as fully and effectively as if such Defaulting Lender had personally executed, acknowledged and
delivered the same.


 


10.17.     Governing
Law.


 


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


 


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


 






    	 	129	 



     


    

 


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


 


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


 


10.20.     USA
PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify
and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. To help the
government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain,
verify and record information that identifies each Borrower that opens an account. What this means: when the Borrower opens an account,
the relevant financial institution will ask for the business name, business address, taxpayer identifying number and other information
that will allow the financial institution to identify the Borrower, such as organizational documents. For some businesses and organizations,
the financial institution may also need to ask for identifying information and documentation relating to certain individuals associated
with the business or organization.


 






    	 	130	 



     


    

 


10.21.     Entire
Agreement. This Agreement and the other Loan Documents represent the final agreement AMONG the
parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no
unwritten oral agreements AMONG the parties.


 


10.22.     No
General Partner’s Liability for Revolving Facility. It is hereby understood and agreed
that the General Partner shall have no personal liability, as general partner or otherwise, for the payment of any amount owing or to
be owing hereunder or under any other Loan Document with respect to the Revolving Commitments, Revolving Loans or Letters of Credit. In
furtherance of the foregoing, the Administrative Agent and the Revolving Lenders agree for themselves and their respective successors
and assigns that no claim arising against the Borrower or any of its Subsidiaries under any Loan Document with respect to the Revolving
Commitments, Revolving Loans or Letters of Credit shall be asserted against the General Partner (in its individual capacity), any claim
arising against the Borrower or any of its Subsidiaries under any Loan Document with respect to the Revolving Commitments, Revolving Loans
or Letters of Credit shall be made only against and shall be limited to the assets of the Borrower and its Subsidiaries, and no judgment,
order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement or any of the other Loan Documents
with respect to the Revolving Commitments, Revolving Loans or Letters of Credit shall be obtained or enforced against the General Partner
(in its individual capacity) or its assets for the purpose of obtaining satisfaction and payment of the Obligations with respect to the
Revolving Commitments, Revolving Loans or Letters of Credit or any claims arising under this Agreement or any other Loan Document with
respect to the Revolving Commitments, Revolving Loans or Letters of Credit, any right to proceed against the General Partner individually
or its respective assets being hereby expressly waived by the Revolving Lenders for themselves and their respective successors and assigns.
Notwithstanding the foregoing, if any Incremental Term Loans are refinanced with the proceeds of Committed Loans, this Section 10.22
shall not apply to the extent of the principal amount of those Committed Loans used for such refinancing.


 


10.23.     Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be
subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:


 


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


 






    	 	131	 



     


    

 


(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.


 


10.24.     Amendment
and Restatement. On the Closing Date, the Existing Credit Agreement shall be amended, restated
and superseded in its entirety by this Agreement, and pursuant to the terms of the Master Assignment and this Agreement all commitments
of the “Lenders” under the Existing Credit Agreement shall be automatically replaced by the commitments of the Lenders hereunder,
to the extent set forth herein. From and after the Closing Date, all references to the “Credit Agreement” contained in any
Loan Document shall be deemed to refer to this Agreement. On the Closing Date, the Borrower shall pay all amounts then due and payable
under the Existing Credit Agreement (which payment may be made from the proceeds of the initial Credit Extension hereunder). Each Lender
agrees that the amount payable to it pursuant to Section 3.05 of the Existing Credit Agreement in connection with any such payments
made under the Existing Credit Agreement on the Closing Date is zero.


 


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


 


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


 


[Signature pages follow]


 






    	 	132	 



     


    

 


Annex II


 


Schedules and Exhibits to Credit Agreement


 


[see attached]


 






    


     


    

 


SCHEDULE 2.01(a)


 


COMMITMENTS AND PRO RATA SHARES


 


	
     

    Lender

     
	
     

    Commitment
	Applicable

 Percentage
	Wells Fargo Bank, National Association	$124,875,000.00 	5.7802464850%
	Barclays Bank PLC	$124,875,000.00 	5.7802464850%
	Citibank, N.A.	$124,875,000.00 	5.7802464850%
	JPMorgan Chase Bank, N.A.	$124,875,000.00 	5.7802464850%
	MUFG Bank, Ltd.	$124,875,000.00 	5.7802464850%
	PNC Bank, National Association	$124,875,000.00 	5.7802464850%
	The Bank of Nova Scotia, Houston Branch	$124,875,000.00 	5.7802464850%
	The Toronto-Dominion Bank, New York Branch	$124,875,000.00 	5.7802464850%
	Truist Bank	$124,875,000.00 	5.7802464850%
	Goldman Sachs Bank USA	$138,750,000.00 	6.4224960944%
	BMO Harris Bank N.A.	$108,750,000.00 	5.0338482902%
	Credit Suisse AG, Cayman Islands Branch	$108,750,000.00 	5.0338482902%
	Deutsche Bank AG New York Branch	$108,750,000.00 	5.0338482902%
	Bank of America, N.A.	$97,875,000.00 	4.5304634612%
	Royal Bank of Canada	$97,875,000.00 	4.5304634612%
	Sumitomo Mitsui Banking Corporation	$97,875,000.00 	4.5304634612%
	U.S. Bank National Association	$97,875,000.00 	4.5304634612%
	Canadian Imperial Bank of Commerce, New York Branch	$56,250,000.00 	2.6037146329%
	The Huntington National Bank	$56,250,000.00 	2.6037146329%
	First National Bank of Pennsylvania	$33,750,000.00 	1.5622287797%
	The Bank of New York Mellon	$33,750,000.00 	1.5622287797%
	TOTAL	$     2,160,375,000.00	100.000000000%


 






    


     


    

 


SCHEDULE 5.10


 


SUBSIDIARIES AS OF THIRD AMENDMENT EFFECTIVE
DATE


 


	Name of Subsidiary	Jurisdiction of

Organization	Direct/Indirect

Ownership

Percentage	
    Material 

Subsidiary

(Yes or No)

	Equitrans Investments, LLC	Delaware	100%	No
	Equitrans Services, LLC	Delaware	100%	No
	Equitrans, L.P.	Pennsylvania	100%	Yes
	EQM Midstream Finance Corporation	Delaware	100%	No
	EQM Gathering Holdings, LLC	Delaware	100%	Yes
	EQM Gathering Opco, LLC	Delaware	100%	Yes
	EQM Olympus Midstream LLC	Delaware	100%	Yes
	MVP Holdco, LLC	Delaware	100%	Yes
	Rager Mountain Storage Company LLC	Delaware	100%	No
	EQM Midstream Management LLC	Delaware	100%	No
	RM Partners LP	Delaware	100%	No
	Equitrans Water Services (OH), LLC	Delaware 	100%	No
	Equitrans Water Services (PA), LLC	Delaware	100%	No


 






    


     


    

 


SCHEDULE 10.02


 


ADMINISTRATIVE AGENT’S OFFICE,

CERTAIN ADDRESSES FOR NOTICES


 


LOAN PARTIES:


 


c/o EQM Midstream Partners, LP 


2200 Energy Drive 


Canonsburg, PA 15317 


Attention: Treasurer 


Telephone: (412) 553-5772 


Facsimile: None 


Electronic Mail: treasury@equitransmidstream.com 


Website: www.equitransmidstream.com


 


ADMINISTRATIVE AGENT:


 


Administrative Agent’s Office:


 


Wells Fargo Bank, National Association 


1525 W WT Harris Boulevard 


Mail Code : D1109-019 


Charlotte, NC 28262 


Attention: Syndication Agency Services 


Telephone: (704) 590-7212 


Facsimile: (844) 879-5899 


Electronic Mail : Agencyservices.requests@wellsfargo.com


 


SWING LINE LENDER:


 


Wells Fargo Bank, National Association 


1525 W WT Harris Boulevard 


Charlotte, NC 28262 


Mail Code: D1109-019 


Telephone: (704) 590-7212 


Facsimile: (844) 879-5899


 






    


     


    

 


EXHIBIT A-1


 


FORM OF LOAN NOTICE


 


Date: ___________, _____


 


To:      Wells
Fargo Bank, National Association, as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is made to that certain Third Amended
and Restated Credit Agreement, dated as of October 31, 2018 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among
EQM Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), Wells Fargo Bank, National Association,
as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers therein named.


 


The undersigned hereby requests (select one):


 


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


 


 ̈ Base
Rate Loans 


  ̈
SOFR Loans


 


B.             ̈ 
A Borrowing of Incremental Term Loans comprised of (select one):


 


 ̈
Base Rate Loans 


  ̈
SOFR Loans


 


C.             ̈
A conversion of Base Rate Loans to SOFR Loans


 


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


 


E.              ̈
A continuation of SOFR Loans, with a current Interest Period ending on_____________, _______


 


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


 


 



 





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


 






    


     


    

 


2.             In
the amount of $______________________________.2


 


and, if applicable:


 


3.             For
SOFR Loans: with an Interest Period of _________ months.


 


4.             For
Incremental Term Loans: __________________. 


[applicable Series]


 


[Borrower acknowledges that, unless Borrower notifies
Administrative Agent to the contrary prior to the making of the Loans requested in this Loan Notice, this Loan Notice shall be deemed
to be a representation and warranty that the conditions in Section 4.02(a), (b) and (d) (solely to the extent that the
proceeds of such Request for Credit Extension shall be used to repay, redeem or refinance any Senior Notes) of the Credit Agreement have
been satisfied on and as of the date of the Loans made pursuant to this Loan Notice.]3


 


	 	EQM MIDSTREAM PARTNERS, LP, a Delaware limited partnership
	 	 
	 	By: EQGP Services, LLC, a Delaware limited liability company, its general partner
	 	 
	 	 	By:	          
	 	 	Name:
	 	 	Title:



 





 



 


2 Each borrowing/conversion/continuation must be at least
$2,000,000 (or in integral multiples of $500,000 in excess thereof) or, in the case of an Incremental Term Loan, as otherwise provided
by the applicable Incremental Term Loan Agreement.


 


3 To be included for each Request for Credit Extension
(other than (i) a Loan Notice requesting only a conversion of Loans to the other Type, (ii) a continuation of SOFR Loans or Daily Simple
Swing Line Loans, or (iii) a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to the other Type)


 






    


     


    

 


EXHIBIT A-2


 


FORM OF SWING LINE LOAN NOTICE


 


Date: ___________, _____


 


To:      Wells
Fargo Bank, National Association, as Swing Line Lender 


Wells Fargo Bank, National Association, as Administrative
Agent


 


Ladies and Gentlemen:


 


Reference is made to that certain Third Amended
and Restated Credit Agreement, dated as of October 31, 2018 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among
EQM Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), Wells Fargo Bank, National Association,
as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers therein named.


 


The undersigned hereby requests (select one):


 


  ̈
A Borrowing of Swing Line Loans comprised of (select one):


 


 ̈
Base Rate Loans 


  ̈
Daily Simple Swing Line Loans


 


  ̈
A conversion of Swing Line Loans, as follows (select one):


 


 ̈
Base Rate Loans to Daily Simple Swing Line Loans 


  ̈
Daily Simple Swing Line Loans to Base Rate Loans


 


1.             On
________________________________________ (a Business Day).4


 


2.             In
the amount of $______________________________.5


 


[Borrower acknowledges that, unless Borrower notifies Administrative
Agent to the contrary prior to the making of the Loans requested in this Loan Notice, this Loan Notice shall be deemed to be a representation
and warranty that the conditions in Section 4.02(a), (b) and (d) (solely to the extent that the proceeds of such Request
for Credit Extension shall be used to repay, redeem or refinance any Senior Notes) of the Credit Agreement have been satisfied on and
as of the date of the Loans made pursuant to this Loan Notice.]6


 


	 	EQM MIDSTREAM PARTNERS, LP, a Delaware limited partnership
	 	 
	 	By: EQGP Services, LLC, a Delaware limited liability company, its general partner
	 	 
	 	 	By:	          
	 	 	Name:
	 	 	Title:



 





 



 


4 May be same day as date of this Swing Line Notice, if
received by 1:00 p.m. on such date.


 


5 Each new borrowing of a Swing Line Loan must be at least
$100,000.


 


6 To be included for each Request for Credit Extension
(other than (i) a Loan Notice requesting only a conversion of Loans to the other Type, (ii) a continuation of SOFR Loans or Daily Simple
Swing Line Loans, or (iii) a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to the other Type)


 






    


     


    

 





 


EXHIBIT B-1


 


FORM OF REVOLVING NOTE


 


____________________ [Date]


 


FOR VALUE RECEIVED, the undersigned (the “Borrower”),
hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions
of the Agreement (as hereinafter defined), the principal amount of each Committed Loan from time to time made by the Lender to the Borrower
under that certain Third Amended and Restated Credit Agreement, dated as of October 31, 2018 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as
therein defined), among the Borrower, the Lenders from time to time party thereto, Wells Fargo Bank, National Association, as Administrative
Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers therein named.


 


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


 


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


 


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


 


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


 


THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 






     


     


    

 








	 	EQM MIDSTREAM PARTNERS, LP, a Delaware limited partnership
	 	 
	 	 	By: EQGP Services, LLC, a Delaware limited liability company, its general partner
	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 






     


     


    




 


Committed Loans and Payments with Respect Thereto


 


	Date	Type of Loan Made	Amount of Loan Made	End of Interest Period	Amount of Principal or Interest Paid This Date	Outstanding Principal Balance This Date	Notation Made By
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 






     


     


    

 


EXHIBIT B-2


 


FORM OF INCREMENTAL TERM NOTE


 


____________________ [Date]


 


FOR VALUE RECEIVED, the undersigned (the “Borrower”),
hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions
of the Agreement (as hereinafter defined), the principal amount of $[amount of the Lender’s
Series [__] Incremental Term Loan in figures] or, if less, the aggregate unpaid principal amount of the Series [__] Incremental
Term Loan made by the Lender to the Borrower under that certain Third Amended and Restated Credit Agreement, dated as of October 31,
2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, including by each Incremental Term
Loan Agreement to which the Borrower and the Lender (as an Incremental Term Lender) are party, the “Agreement”; the
terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, Wells Fargo
Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers therein named.


 


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


 


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


 


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


 


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


 






     


     


    

  


THIS INCREMENTAL TERM NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 





	 	EQM MIDSTREAM PARTNERS, LP, a Delaware limited partnership
	 	 
	 	 	By: EQGP Services, LLC, a Delaware limited liability company,
its general partner
	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






     


     


    

 


 


Series [ ] Incremental Term Loans and Payments
with Respect Thereto


 


	Date	Type of 

Loan Made	Amount of 

Loan Made	End of

 Interest

 Period	Amount of

 Principal or

 Interest 

Paid This

 Date	Outstanding

 Principal 

Balance 

This Date	Notation 

Made By
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 






     


     


    

 


EXHIBIT B-3


 


FORM OF SWING LINE NOTE


 


____________________ [Date]


 


FOR VALUE RECEIVED, the undersigned (the “Borrower”),
hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions
of the Agreement (as hereinafter defined), the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender
to the Borrower under that certain Third Amended and Restated Credit Agreement, dated as of October 31, 2018 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein
being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, Wells Fargo Bank, National Association,
as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers therein named.


 


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


 


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


 


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


 


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


 


THIS SWING LINE NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 






     


     


    

 





	 	EQM MIDSTREAM PARTNERS, LP, a Delaware limited partnership
	 	 
	 	 	By: EQGP Services, LLC, a Delaware limited liability company,
its general partner
	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






     


     


    

 


Swing Line Loans and Payments with Respect Thereto


 


	Date	Type of 

Loan Made	Amount of 

Loan Made	End of 

Interest 

Period	Amount of

 Principal or

 Interest 

Paid This 

Date	Outstanding 

Principal 

Balance 

This Date	Notation

 Made By
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 






     


     


    




 


EXHIBIT C


 


FORM OF COMPLIANCE CERTIFICATE


 


Financial Statement Date: _______________, _____


 


To:     Wells
Fargo Bank, National Association, as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is made to that certain Third Amended
and Restated Credit Agreement, dated as of October 31, 2018 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among
EQM Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto,
Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers therein
named.


 


The undersigned Responsible Officer hereby certifies
to the Administrative Agent and the Lenders (solely in his/her official capacity and not any individual capacity) as of the date hereof
that he/she is the ____________________________________7
of the General Partner, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative
Agent on the behalf of the General Partner, acting on behalf of the Borrower, and that:


 


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


 


1.            The
[(A)]8 year-end audited financial statements required by Section 6.01(a) of
the Agreement for the fiscal year of [the Borrower / ETRN / [l]9]10
ended as of the above date, together with the report and opinion of an independent certified public accountant [and (B) supplemental
information that explains in reasonable detail the differences between the information relating to [ETRN / [l] 11]]12
and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its Consolidated Subsidiaries,
on the other hand, in each case as]13 required by such section
are:


 


[select one]:


 


[attached hereto as Schedule 1]


 


-- or --


 


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


 





 



7
If this is a quarterly compliance certificate, it must be signed by the chief financial officer or the chief accounting officer.


8
Select bracketed language if the financial statements of ETRN or another public parent are being delivered to satisfy the requirements
of Section 6.01(a).


9
Legal name of other public parent.


10
Select as appropriate.


11
Legal name of other public parent.


12
Select as appropriate.


13
Select bracketed language if the financial statements of ETRN or another public parent are being delivered to satisfy the requirements
of Section 6.01(a).



 






     


     


    

 


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


 


1.            The
[(A)]14 unaudited financial statements required by Section 6.01(b) of
the Agreement for the fiscal quarter of [the Borrower/ ETRN / [ l ] 15]16
ended as of the above date [and (B) supplemental information that explains in reasonable detail the differences between the information
relating to [ETRN / [ l ] 17]18
and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its Consolidated Subsidiaries, on
the other hand, in each case as]19 required by such section
are:


 


[select one]:


 


[attached hereto as Schedule 1]


 


-- or --


 


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


 


Such financial statements fairly
present, in all material respects, the consolidated financial condition, results of operations and cash flows of the [Borrower and its
Consolidated Subsidiaries / ETRN and its consolidated subsidiaries / [ l ] 20
and its consolidated subsidiaries]21 in accordance with GAAP
consistently applied as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.


 





 



14
Select bracketed language if the financial statements of ETRN or another public parent are being delivered to satisfy the requirements
of Section 6.01(b).


15
Legal name of other public parent.


16
Select as appropriate.


17
Legal name of other public parent.


18
Select as appropriate.


19
Select bracketed language if the financial statements of ETRN or another public parent are being delivered to satisfy the requirements
of Section 6.01(b).


20
Legal name of other public parent.


21
Select as appropriate.



 






     


     


    

 


2.            The
undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision,
a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the
financial statements referenced in paragraph 1 above.


 


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


 


[select one]:


 


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


 


--or--


 


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


 


4.            The
financial covenant analyses and information set forth on Schedule 2 attached hereto are true and correct in all material respects
as of the “Financial Statement Date” referenced above.


 


5.            Attached
hereto as Schedule 3 is a complete and accurate list as of the last day of the fiscal period referenced above of each of the Borrower’s
Subsidiaries, together with its jurisdiction of formation, and the Borrower’s direct or indirect percentage ownership therein. As
of the date hereof, each such Subsidiary is duly incorporated or formed, validly existing and in good standing under the laws of its jurisdiction
of incorporation or formation, and has all corporate or other organizational powers and all material governmental authorizations required
to carry on its business as now conducted, except where the absence of any of the foregoing would not reasonably be expected to have a
Material Adverse Effect.


 


[signature page follows]


 






     


     


    

 


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


 


	 	EQM MIDSTREAM PARTNERS, LP, a Delaware limited partnership
	 	 
	 	 	By: EQGP Services, LLC, a Delaware limited liability company,
its general partner
	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 





 






     


     


    

 


Schedule 1 


to the Compliance Certificate


 


Financial Statements


 


[select one]:


 


[See attached]


 


-- or --


 


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


 






     


     


    

 


Schedule 2 








to the Compliance Certificate

($ in 000’s)


 


For the Quarter/Year ended


 


___________________ (“Statement Date”)


 


Section 7.02 – Consolidated Leverage Ratio.


 


	I.	
    Consolidated Debt for fiscal quarter ended the Statement Date

     
	 
	 	
    A.
	Debt
    of the Borrower and its Subsidiaries on a consolidated basis at Statement Date:

     
	$____________________
	 	
    B.     
	Debt
    of the Borrower or a Subsidiary solely resulting from a pledge of the membership interests or other equity interests in a Designated Joint
    Venture owned by the Borrower or such Subsidiary securing indebtedness of such Designated Joint Venture:

     
	$____________________
	 	
    C.     
	Consolidated
    Debt on the Statement Date (Lines 1.A. - 1.B.):

     
	$____________________
	II.	
    Consolidated EBITDA for the period of four consecutive fiscal quarters
    ended on the Statement Date

     
	 
	 	
    A.     
	Consolidated
    Net Income for such period:

     
	$____________________
	 	
    B.     
	to
    the extent deducted in determining Consolidated Net Income for such period, taxes based on or measured by income:

     
	$____________________
	 	
    C.     
	to
    the extent deducted in determining Consolidated Net Income for such period, Consolidated Interest Charges:

     
	$____________________



 






     


     


    

 


	 	
    D.  
	to
    the extent deducted in determining Consolidated Net Income for such period, transaction expenses, provided, that, no such transaction
    expenses incurred after the First Amendment Effective Date that exceed $10.0 million, in the aggregate, shall be added pursuant to this
    Line II.D, related to:

     
	 
	 	 	i.   the execution and delivery of the Agreement and any amendments, supplements, modifications,
refinancings or replacements thereto (including, without limitation, financing fees and expenses):	$____________________
	 	 	ii.  the execution and delivery of the Term Loan Agreement and any amendments, supplements, modifications,
refinancings or replacements thereto (including, without limitation, financing fees and expenses):	$____________________
	 	 	iii.  the Specified Transactions22:	$____________________




	 	 	iv.  any Qualified Acquisition23:	$____________________




	 	 	v.  any other debt incurrence permitted under Section 7.09:	$____________________




	 	 	Total for Line II.D. (Lines II.D.i + II.D.ii + II.D.iii + II.D.iv + II.D.v):	$____________________




	 	 	 	 
	 	E.	to the extent deducted in determining Consolidated Net Income for such period, depreciation and amortization
expense: 	$____________________
	 	 	 	 
	 	F.	the amount of cash dividends and cash distributions earned in such period by the Borrower and its Subsidiaries
on a consolidated basis from (i) unconsolidated subsidiaries of the Borrower or other Persons and (ii) Designated Joint Ventures,
provided that the amount of cash dividends and cash distributions earned in such period from Designated Joint Ventures formed, designated
or otherwise acquired after the First Amendment Effective Date and added pursuant to this Line II.F.ii shall not exceed, in the aggregate
twenty-five percent (25%) of the total actual Consolidated EBITDA for such period (which total actual Consolidated EBITDA shall be determined
before giving effect to the inclusion of any such amounts from such Designated Joint Ventures):	$____________________
	 	 	 	 
	 	
    G.       
	the
    amount collected during the period from finance lease arrangements with Affiliates to the extent not already recognized in Consolidated
    Net Income:

     
	$____________________



 





 




22
                     (i) The negotiation, execution and delivery of, and the consummation of the transactions under, the
                     Merger Agreement, (ii) the negotiation, execution and delivery of each of the Gas Gathering Agreement, the Intercompany
                     Loan Agreement, the Share Purchase Agreements, the letter agreement described in clause (i) of the definition of
                     Water Services Transaction and any similar agreement described in clause (ii) of such definition, and the Credit
                     Letter Agreement, and (iii) the negotiation, execution and delivery of, and the consummation of the transactions
                     under, any documentation governing a transaction permitted by Sections 7.01, 7.05 (including any Partnership Rollup
                     Event or Partnership Restructuring Event), 7.08 or 7.09 of the Agreement, in each case, together with any amendments,
                     restatements, supplements, modifications, waivers or replacements to any of the foregoing.


 


23
An Acquisition by the Borrower or any Subsidiary, the aggregate purchase price for which, when combined with the aggregate purchase price
for all other Acquisitions by the Borrower and its Subsidiaries in any rolling 12-month period, is greater than or equal to $25,000,000.



 






     


     


    

 


	 	
    H.       
	non-cash
    long term compensation expenses:

     
	$____________________
	 	
    I.       
	to
    the extent the aggregate Deferred Revenue Adjustment as determined by the Borrower resulted from an excess of consideration received over
    the amount of revenue recognized, which would have had the effect of reducing Consolidated Net Income for such period, the aggregate Deferred
    Revenue Adjustment:

     
	$____________________
	 	
    J.       
	to
    the extent included in determining Consolidated Net Income for such period, other income and equity in earnings from unconsolidated subsidiaries
    of the Borrower:

     
	$____________________
	 	
    K.       
	any
    amounts previously added to Consolidated EBITDA pursuant to Line II.H above during a prior period to the extent they are paid in
    cash during the current period:

     
	$____________________
	 	
    L.       
	to
    the extent the aggregate Deferred Revenue Adjustment as determined by the Borrower resulted from an excess of revenue recognized over
    the amount of consideration received, which would have had the effect of increasing Consolidated Net Income for such period, the aggregate
    Deferred Revenue Adjustment:

     
	$____________________
	 	
    M.       
	Consolidated
    EBITDA at Statement Date (Lines II.A. + II.B. + II.C. + II.D. + II. E. + II.F + II.G + II.H + II.I – II.J – II.K - II.L.):24

     
	$____________________
	III.	
    Consolidated Debt to Consolidated EBITDA for fiscal quarter ended the
    Statement Date:

    (Line I.C. ÷ Line II.M.)

     

    The Borrower will not permit the Consolidated Leverage Ratio, as
    at the end of each fiscal quarter of the Borrower ending on or after the Third Amendment Effective Date, to be greater than 5.50 to 1.00;
    provided that, effective as of the MVP Mobilization Effective Date, the maximum Consolidated Leverage Ratio permitted with respect to
    the end of the fiscal quarter in which the MVP Mobilization Effective Date occurs and the end of each of the three consecutive fiscal
    quarters of the Borrower thereafter shall be 5.85 to 1.00.

     
	____________________


 





 



24
May include, at Borrower’s option, Qualified Project EBITDA Adjustments as provided in, and in accordance with the terms of, Section
1.03(c)(ii) and the definition of “Qualified Project EBITDA Adjustments” set forth in the Credit Agreement


 






     


     


    

 


Schedule 3


 


	Name of Subsidiary	Jurisdiction 

of Organization	Direct/Indirect

 Ownership 

Percentage
	 	 	 
	 	 	 
	 	 	 


 






     


     


    




 


EXHIBIT D


 


FORM OF ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption (this “Assignment
and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]25
Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]26
Assignee identified in item 2 below ([the][each], an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]27 hereunder
are several and not joint.]28 Capitalized terms used but
not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in
full.


 


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


 















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



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



		27	Select as appropriate.



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



 






     


     


    

 


		1.	Assignor[s]:     ______________________________



 


		2.	Assignee[s]:      ______________________________ [for each Assignee, indicate [Revolving Lender and/or Incremental Term Lender, as applicable]
or [Affiliate] [Approved Fund] of [identify Revolving Lender and/or Incremental Term Lender, as applicable]]



 


		3.	Borrower:                EQM
Midstream Partners, LP



 


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



 


		5.	Credit Agreement:     The Third Amended and Restated Credit Agreement, dated as of October 31, 2018 among EQM Midstream Partners,
LP, the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and
the other L/C Issuers therein named, as amended, restated, extended, supplemented or otherwise modified in writing from time to time



 


		6.	Assigned Interest:



 


Revolving Facility


 


	Assignor[s]	Assignee[s]	
    Aggregate

Amount of

Revolving 

Commitment/

Revolving Loans

for all Lenders
	
    Amount of

Revolving 

Commitment/

Revolving Loans

Assigned
	
    Percentage

Assigned of

Revolving 

Commitment/

Revolving Loans29

	 	 	 	 	 
	____________	____________	$________________	$_______________	______________%


 


Series [__] Incremental Term Loan Facility


 


	Assignor[s]	Assignee[s]	
    Aggregate

Amount of

Incremental Term 

Commitment/

Incremental Term

Loans of the

Applicable Series

for all Lenders
	
    Amount of

Incremental Term

Commitment/

Incremental Term

Loans of the 

Applicable Series

Assigned
	
    Percentage

Assigned of

Incremental Term

 Commitment/

Incremental Term

 Loans of the 

Applicable Series 30

	 	 	 	 	 
	____________	____________	$________________	$_______________	______________%


 





 



		29	Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment of all Revolving Lenders thereunder.






	30	Set forth, to at least 9 decimals, as a percentage of the Incremental Term Commitment of all Incremental Term Lenders thereunder.


 


 






     


     


    

  


[7.     Trade
Date:     __________________]31


 


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


 


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


 





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



 





 






		31	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.


 





 






     


     


    

  


[Consented to and]32
Accepted:


 





	[NAME OF ADMINISTRATIVE AGENT],	 
	as Administrative Agent	 
	 	 
	By:	 	 
	Name:	 
	Title:	 



 


[Consented to:]33


 


[____________________________],

as [______________________]


 





	By:	 	 
	Name:	 
	Title:	 


 





 






32 To be included if required pursuant to Section 10.07(b)(iii) of the Credit Agreement.


33
To be included if required pursuant to Section 10.07(b)(iii) of the Credit Agreement.


 






     


     


    

 


Annex 1

to Assignment and Assumption


 


STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND
ASSUMPTION


 


1.            Representations
and Warranties.


 


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


 


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


 






     


     


    

 


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


 


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


 






     


     


    

  


EXHIBIT E


 


[Deleted]


 






     


     


    

 


EXHIBIT F


 


FORM OF


 


SERIES [__] INCREMENTAL TERM LOAN AGREEMENT


 


Dated as of [__], 201[_]


 


Reference is made to the Third
Amended and Restated Credit Agreement, dated as of October 31, 2018 (as amended, restated, extended, supplemented or otherwise modified
in writing from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined),
among EQM Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party
thereto and Wells Fargo Bank, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers therein named.


 


Section 1                  Amendments
to Credit Agreement.


 


The Borrower and the Incremental
Term Lenders party hereto are willing to amend the Credit Agreement, in accordance with Sections 2.17 and 10.01(b) thereof,
to evidence the agreement of each Incremental Term Lender party hereto to provide Series [__] Incremental Term Loans, the
Borrower’s obligation to repay such Series [__] Incremental Term Loans and provide Incremental Term Loan Cash Collateral
therefor, on the following terms and subject to the following conditions:


 


	I.  Incremental Term 

Loan Commitments:	Each Incremental Term Lender party hereto severally agrees, on the terms and conditions set forth herein and in the Credit Agreement, to make Series [__] Incremental Term Loans to the Borrower, at any time and from time to time during the period from [_________]34 to sixty (60) days following such date, in the aggregate principal amount set forth opposite such Incremental Term Lender’s name on the signature pages hereof under the caption “Series [__] Incremental Term Commitment”, which amount shall be such Incremental Term Lender’s Incremental Term Commitment with respect to the Series [__] Incremental Term Loans; provided, however, that the Borrower may not request more than two (2) draws with respect to the Series [__] Incremental Term Loans, one of which must be on the Series [__] Incremental Term Loan Effective Date (as defined in Section 3 below).
	 	 
	 	Each Incremental Term Lender party hereto agrees that it is an Incremental Term Lender with respect to the Series [__] Incremental Term Loans for all purposes under the Credit Agreement.



 





 






34Insert effective date of Incremental Term Loan Agreement.


 






     


     


    

 


	II.  Prepayment:	Once repaid or prepaid, the Series [__] Incremental Term Loans may not be reborrowed; provided that this Part II of Section 1 shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 of the Credit Agreement.
	 	 
	III.  Termination or 

Reduction of 

Commitments and

 Mandatory Payments:	The unutilized Series [__] Incremental Term Commitments shall terminate on [_________].35  The Borrower may, from time to time, permanently reduce the Series [__] Incremental Term Commitments in an integral multiple of $[__________]; provided that each such reduction shall apply proportionately to permanently reduce the Series [__] Incremental Term Commitments of the Series [__] Incremental Term Lenders.
	 	 
	 	The Borrower shall repay to each applicable Series [__] Incremental Term Lender on the applicable Maturity Date the aggregate principal amount of such Series [__] Incremental Term Lender, together will accrued interest thereon to the date of payment.
	 	 
	IV.  Applicable Margin:	The Applicable Margin is as set forth in the Credit Agreement.] [As of any date, the “Applicable Margin” with respect to (i) any SOFR Series [__] Incremental Term Loan, shall be [__]% per annum, and (ii) any Base Rate Series [__] Incremental Term Loans shall be [__]% per annum.]36
	 	 
	V.  Cash Collateral:	The Incremental Term Loan Cash Collateral Account[s] that serve as collateral for the Series [__] Incremental Term Loans [is/are] [______________________________________].
	 	 
	 	The “Intermediar[y/ies]” with respect to such Incremental Term Loan Cash Collateral Account[s] [is/are] [______________________________________].
	 	 
	 	[For purposes of the Series [__]
    Incremental Term Loans, the Required Collateral Amount shall be [_________________].]
	 	 
	 	[For purposes of the Series [__]
    Incremental Term Loans:
	 	 
	 	Tier 1 Cash Collateral” means
    Incremental Term Loan Cash Collateral with maturities of not more than [__] days from the date of acquisition with the exception
    of auction rate securities which may have a re-set date of [__] days or less.



 





 






35Insert
effective date of Incremental Term Loan Agreement or other date within 40 days following such date.


36
To be included if the Applicable Margin for the applicable Series of Incremental Term Loans is different than the “Applicable
Margin” set forth in the Credit Agreement.









 






     


     


    

 





	 	
    

    

    “Tier 2 Cash Collateral” means
    Incremental Term Loan Cash Collateral with maturities more than [__] days from the date of acquisition but not more than [__]
    days from the date of acquisition.

     

    “Tier 3 Cash Collateral” means
    Incremental Term Loan Cash Collateral with maturities more than [__] days from the date of acquisition but not more than [__]
    days from the date of acquisition.

	 	 
	 	The Borrower shall, at all times, maintain Incremental Term Loan Cash Collateral in the Incremental Term Loan Cash Collateral Accounts set forth above with a value greater than or equal to the following:  (i) if all Incremental Term Loan Cash Collateral is comprised entirely of Tier 1 Cash Collateral, [____]% of the principal amount of all outstanding Series [__] Incremental Term Loans, (ii) if Incremental Term Loan Cash Collateral is not comprised entirely of Tier 1 Cash Collateral but is not composed of any Tier 3 Cash Collateral, [____]% of the principal amount of all outstanding Series [__] Incremental Term Loans or (iii) if any Incremental Term Loan Cash Collateral is comprised of any Tier 3 Cash Collateral, [____]% of the principal amount of all outstanding Series [__] Incremental Term Loans.]37


 


Section 2                  Representations
and Warranties.


 


The Borrower represents and
warrants to the Incremental Term Lenders that: (a) the representations and warranties of the Borrower contained in Article V
of the Credit Agreement (except the representations and warranties in Sections 5.04(d) and 5.05 of the Credit Agreement,
as to any matter which has theretofore been disclosed in writing by the Borrower to the Lenders by written notice given to the Administrative
Agent) or in any other Loan Document, are true and correct in all material respects (or, if qualified by materiality or Material Adverse
Effect, in all respects) on and as of the date hereof (or, if such representation speaks as of an earlier date, as of such earlier date),
both before and immediately after giving effect to the amendments to the Credit Agreement effected by this Series [__] Incremental
Term Loan Agreement (this “Agreement”), as though made on and as of the date hereof, and as if each reference therein
to “this Agreement” or “the Credit Agreement” therein (or words of similar import) included reference to this
Agreement; and (b) no Default or Event of Default shall exist at the time of the request or at the time of the making of the proposed
Series [__] Incremental Term Loans.


 


Section 3                  Conditions
Precedent.


 


This Agreement shall become
effective on and as of the first date (the “Series [__] Incremental Term Loan Effective Date”) on which
the conditions precedent set forth in Section 2.17(d) of the Credit Agreement, as well as the following conditions precedent
have been satisfied:


 


(a)          The
Administrative Agent shall have received, on or before the Series [__] Incremental Term Loan Effective Date, dated such day,
counterparts hereof signed by each of the parties hereto and the Administrative Agent (or, in the case of any such Person as to which
an executed counterpart shall not have been received, receipt by the Administrative Agent of telegraphic, telecopy, electronic communication
or other written confirmation from such party of execution of a counterpart hereof by such Person).


 





 



37
To be included, if applicable, with the brackets in this Part V of Section 1 to be filled in as agreed upon by the Borrower
and the applicable Series of Incremental Term Lenders.






     


     


    

 


(b)          The
Series [__] Incremental Term Lenders shall have received, to the extent requested, all documentation and other information
reasonably requested by the Series [__] Incremental Term Lenders under applicable “know your customer” and anti-money
laundering rules and regulations, including the Patriot Act.


 


The Administrative Agent shall
notify the Borrower and the Lenders of the Series [__] Incremental Term Loan Effective Date, and such notice shall be conclusive
and binding. On the Series [__] Incremental Term Loan Effective Date, the Credit Agreement shall be deemed amended to reflect
the existence and terms of the Series [__] Incremental Term Loans evidenced hereby, as set forth herein.


 


Section 4                 Ratification.


 


Except as provided in Section 1
of this Agreement, the Credit Agreement shall remain unchanged and in full force and effect, and the Borrower (a) ratifies and confirms
all provisions of the Credit Agreement as amended by this Agreement, (b) ratifies and confirms that all obligations of the Borrower
under the Notes and the Credit Agreement as amended by this Agreement are not released, reduced, or otherwise adversely affected by this
Agreement, and (c) agrees to perform such acts and duly authorize, execute, acknowledge and deliver such additional documents and
certificates as the Administrative Agent may reasonably request in connection with this Agreement.


 


Section 5                  Expenses.


 


The Borrower agrees to pay
within ten (10) days of demand all reasonable and invoiced out-of-pocket fees, charges and expenses of a single counsel for the Administrative
Agent in connection with this Agreement, the Series [__] Incremental Term Notes and the other documents to be delivered hereunder.


 


Section 6                 Governing
Law; Submission to Jurisdiction.


 


This
Agreement and each Series [__] Incremental Term Note (if any) shall be construed in accordance with and governed by the law
of the State of New York. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS Agreement and each Series [__] Incremental Term
Note (if any) MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR
THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF this Agreement and each Series [__] Incremental Term
Note (if any) OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.


 






     


     


    

 


Section 7                  Execution
in Counterparts; Integration.


 


This Agreement may be executed
in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of
a signature page to this Agreement by telecopier or other electronic means shall be effective as delivery of a manually executed
counterpart of this Agreement. This Agreement, together with the Credit Agreement, the Series [__] Incremental Term Notes
and any fee letter executed by any Incremental Term Lender and the Borrower in connection herewith, together constitute the entire agreement
and understanding among the parties hereto with respect to the subject matter hereof and supersede any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.


 


Section 8                 WAIVER
OF JURY TRIAL.


 


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


 


[Remainder of page intentionally left blank;
signature pages follow.]


 






     


     


    

 


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


 





	 	EQM MIDSTREAM PARTNERS, LP, a Delaware limited partnership, as Borrower
	 	 
	
	 	By: EQGP Services, LLC, a Delaware limited liability company, its general partner






 


	 	 	By:	 
	 	 	Name:  	 
	 	 	Title:	 


 






     


     


    

 


Series [__] Incremental 


Term Commitment:


 





	$___________	_____________________________________,
	 	as an Incremental Term Lender
	 	 
	 	By:	         
	 	Title:



 






     


     


    

 








	 	[Consented to and]38
Acknowledged:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative
Agent
	 	 
	 	By:	               
	 	Name:
	 	Title:



 





 



38
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


 






     


     


    

 


EXHIBIT G-1


 


FORM OF


 


U.S.
TAX COMPLIANCE CERTIFICATE 


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


 


Reference is hereby made to
the Third Amended and Restated Credit Agreement dated as of October 31, 2018 (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among EQM Midstream Partners, LP, a Delaware limited partnership (the “Borrower”),
the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender, and an L/C Issuer, and
the other L/C Issuers therein named.


 


Pursuant to the provisions of
Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it
is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the
Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related
to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


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


 


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


 


	[NAME OF LENDER]	 
	 	 
	By:		 
	 	Name:  	 
	 	Title:  	 


 


Date: ________ __, 20[ ]


 






     


     


    

 


EXHIBIT G-2


 


FORM OF


 


U.S.
TAX COMPLIANCE CERTIFICATE 


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


 


Reference is hereby made to
the Third Amended and Restated Credit Agreement dated as of October 31, 2018 (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among EQM Midstream Partners, LP, a Delaware limited partnership (the “Borrower”),
the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender, and an L/C Issuer, and
the other L/C Issuers therein named.


 


Pursuant to the provisions of
Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code,
and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code.


 


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


 


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


 


	[NAME OF PARTICIPANT]	 
	 	 
	By:		 
	 	Name:  	 
	 	Title:  	 


  


Date: ________ __, 20[ ]


 






     


     


    

 


EXHIBIT G-3


 


FORM OF


 


U.S.
TAX COMPLIANCE CERTIFICATE 


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


 


Reference is hereby made to
the Third Amended and Restated Credit Agreement dated as of October 31, 2018 (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among EQM Midstream Partners, LP, a Delaware limited partnership (the “Borrower”),
the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender, and an L/C Issuer, and
the other L/C Issuers therein named.


 


Pursuant to the provisions of
Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


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


 


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


 





	[NAME OF PARTICIPANT]	 
	 	 
	By:		 
	 	Name:  	 
	 	Title:  	 


 


Date: ________ __, 20[ ]


 






     


     


    

 


EXHIBIT G-4


 


FORM OF


 


U.S.
TAX COMPLIANCE CERTIFICATE 


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


 


Reference is hereby made to
the Third Amended and Restated Credit Agreement dated as of October 31, 2018 (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among EQM Midstream Partners, LP, a Delaware limited partnership (the “Borrower”),
the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender, and an L/C Issuer, and
the other L/C Issuers therein named.


 


Pursuant to the provisions of
Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with
respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its
direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


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


 


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


 





	[NAME OF LENDER]	 
	 	 
	By:		 
	 	Name:  	 
	 	Title:  	 


 


Date: ________ __, 20[ ]