Exhibit
10.1

 

 

 

 

 

 

 




$1,115,000,000


CREDIT AGREEMENT


among


BUNGE LIMITED FINANCE CORP.,


as Borrower,


The Several Lenders from Time to Time Parties
Hereto,


and


COBANK, ACB,

as Administrative Agent and Lead Arranger




Dated as of October 29, 2021





 






    	 	 	 



     


    

TABLE
OF CONTENTS


Page


	SECTION 1.	DEFINITIONS	1
	 	1.1	Defined Terms	1
	 	1.2	Other Definitional Provisions	23
	SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	25
	 	2.1	Commitments	25
	 	2.2	Procedure for Loan Borrowing	26
	 	2.3	Commitment Fees, etc	27
	 	2.4	Termination or Reduction of Commitments	27
	 	2.5	Prepayments	28
	 	2.6	Conversion and Continuation Options	29
	 	2.7	Limitations on Eurocurrency Borrowings	29
	 	2.8	Interest Rates and Payment Dates	29
	 	2.9	Computation of Interest and Fees	30
	 	2.10	Inability to Determine Interest Rate	30
	 	2.11	Pro Rata Treatment and Payments	31
	 	2.12	Increased Costs	33
	 	2.13	Taxes	34
	 	2.14	Indemnity	38
	 	2.15	Change of Lending Office	38
	 	2.16	Illegality	38
	 	2.17	Replacement of Lenders	38
	 	2.18	Defaulting Lenders	39
	 	2.19	Benchmark Replacement Setting	40
	SECTION 3.	REPRESENTATIONS AND WARRANTIES	42
	 	3.1	No Change	42
	 	3.2	Existence; Compliance with Law	42
	 	3.3	Power; Authorization; Enforceable Obligations	42
	 	3.4	No Legal Bar	43
	 	3.5	Litigation	43
	 	3.6	No Default	43
	 	3.7	Ownership of Property; Liens	43
	 	3.8	Taxes	43
	 	3.9	Federal Regulations	43
	 	3.10	Investment Company Act; Other Regulations	43
	 	3.11	No Subsidiaries	43
	 	3.12	Use of Proceeds	43
	 	3.13	Solvency	44
	 	3.14	Limited Purpose	44
	 	3.15	Financial Condition	44
	 	3.16	Sanctions	44
	 	3.17	Financial Institutions	44
	 	3.18	Beneficial Ownership	45







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	SECTION 4.	CONDITIONS PRECEDENT	45
	 	4.1	Conditions to Effectiveness	45
	 	4.2	Conditions to Each Loan	47
	SECTION 5.	COVENANTS	47
	 	5.1	Affirmative Covenants	47
	 	5.2	Negative Covenants	50
	 	5.3	Use of Websites	52
	SECTION 6.	EVENTS OF DEFAULT	53
	SECTION 7.	AGENCY	56
	 	7.1	Appointment	56
	 	7.2	Rights as a Lender	56
	 	7.3	Delegation of Duties	57
	 	7.4	Exculpatory Provisions	57
	 	7.5	Reliance by Administrative Agent	58
	 	7.6	Notice of Default	58
	 	7.7	Resignation of the Administrative Agent	58
	 	7.8	Non-Reliance on Administrative Agent and Other Lenders	58
	 	7.9	Administrative Agent May File Proofs of Claim	59
	 	7.10	Indemnification	60
	 	7.11	Administrative Agent in Its Individual Capacity	60
	 	7.12	Administrative Agent Communications	60
	 	7.13	Rates Disclaimer	61



 



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	SECTION 8.	MISCELLANEOUS	61
	 	8.1	Amendments and Waivers	61
	 	8.2	Notices	62
	 	8.3	No Waiver; Cumulative Remedies	63
	 	8.4	Survival of Representations and Warranties	63
	 	8.5	Payment of Expenses	63
	 	8.6	Successors and Assigns; Participations and Assignments	64
	 	8.7	Adjustments; Set-off	67
	 	8.8	Counterparts; Electronic Signatures	68
	 	8.9	Severability	68
	 	8.10	Integration	68
	 	8.11	GOVERNING LAW	68
	 	8.12	Submission To Jurisdiction; Waivers	69
	 	8.13	Acknowledgments	69
	 	8.14	Confidentiality	69
	 	8.15	WAIVERS OF JURY TRIAL	70
	 	8.16	No Bankruptcy Petition Against the Borrower; Liability of the Borrower	70
	 	8.17	Conversion of Approved Currencies into Dollars	71
	 	8.18	PATRIOT Act	71
	 	8.19	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	71
	 	8.20	Recovery of Erroneous Payments	71
	 	8.21	Amendment and Restatement	72


SCHEDULES:


1.       Commitments


3.3     Consents, Authorizations,
Filings and Notices


EXHIBITS:


A       Form of Guaranty Agreement


B-1   Form of Borrower Responsible Officer’s Certificate


B-2   Form of Borrower Secretary’s Certificate


B-3   Form of Guarantor Responsible Officer’s Certificate


B-4   Form of Guarantor Secretary’s Certificate


C-1   Form of Legal Opinion of Reed Smith LLP


C-2   Form of Legal Opinion of Conyers Dill & Pearman Limited


D       Form of Assignment and Acceptance


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


E-2   Form of U.S. Tax Compliance Certificate


E-3   Form of U.S. Tax Compliance Certificate


E-4   Form of U.S. Tax Compliance Certificate


F       Closing Date Voting Participants


 






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THIS CREDIT AGREEMENT (as
amended, restated, supplemented or otherwise modified in accordance with the terms hereof and in effect from time to time, this “Agreement”),
dated as of October 29, 2021, is among BUNGE LIMITED FINANCE CORP., a Delaware corporation (the “Borrower”), the
several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”),
and COBANK, ACB, a federally chartered instrumentality of the United States, as administrative agent.


The Borrower, the lenders
from time to time party thereto and the Administrative Agent are parties to a Credit Agreement dated as of September 6, 2017 (as amended,
restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Prior Credit Agreement”).


The Borrower and, subject
to the terms and conditions set forth herein, the Administrative Agent and the Lenders now desire to amend and restate the Prior Credit
Agreement in its entirety.


ACCORDINGLY, in consideration
of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


SECTION 1.      DEFINITIONS


1.1       Defined
Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section
1.1.


“364-Day Credit
Agreement”: the Credit Agreement dated as of February 25, 2021 among the Borrower, the lenders from time to time party thereto
and CoBank, as administrative agent.


“Adjusted LIBO
Rate”: with respect to any Eurocurrency Borrowing for each day during each Interest Period, an interest rate per annum equal
to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


“Administrative
Agent”: CoBank, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and
the other Loan Documents, together with any of its successors.


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


“Affiliate”:
with respect to any specified Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified Person. For purposes of this definition “control” of a Person means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the
ownership of voting securities or otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


“Aggregate Exposure”:
with respect to any Lender at any time, an amount equal to the amount of such Lender’s Commitments then in effect or, if the Commitments
have been terminated, the amount of such Lender’s Loans then outstanding.


“Aggregate Exposure
Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate
Exposure at such time to the Aggregate Exposure of all Lenders at such time.


“Agreement”:
as defined in the preamble hereto.






    	 	 	 



     


    

“Annex X”:
Annex X (as amended, restated, supplemented or otherwise modified and in effect from time to time) attached to the Pooling Agreement.


“Applicable Margin”:
the per annum rate set forth under the applicable Facility in the applicable row of the table below:


	Rating	Revolving Credit Facility Applicable Margin	Term Loan Facility Applicable Margin
	Level I	1.000%	1.100%
	Level II	1.125%	1.225%
	Level III	1.250%	1.350%
	Level IV	1.375%	1.475%
	Level V	1.625%	1.725%


“Applicable Moody’s
Rating”: the senior long-term unsecured debt rating that Moody’s provides of (a) the Guarantor or (b) if Moody’s
does not provide such a rating of the Guarantor, then the Master Trust or (c) if Moody’s does not provide such a rating of
the Guarantor or the Master Trust, then the Borrower.


“Applicable S&P
Rating”: the senior long-term unsecured debt rating that S&P provides of (a) the Guarantor or (b) if S&P does
not provide such a rating of the Guarantor, then the Master Trust or (c) if S&P does not provide such a rating of the Guarantor
or the Master Trust, then the Borrower.


“Assignee”:
as defined in Section 8.6(c).


“Assignment and
Acceptance”: an Assignment and Acceptance, substantially in the form of Exhibit D.


“Assignor”:
as defined in Section 8.6(c).


“Available Revolving
Commitment”: as to any Revolving Lender at any time, an aggregate amount equal to the sum of such Revolving Lender’s Revolving
Commitment then in effect minus:


		(a)	the principal amount of its outstanding Revolving Advances on such date; and



		(b)	for purposes of Section 2.2(a) only, in relation to any proposed borrowing or Revolving Advances, the
principal amount of any Revolving Advances that are due to be made by such Revolving Lender on or before the proposed Borrowing Date.



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


“Available Term
Loan Commitment”: as to any Term Lender at any time during the Term Loan Commitment Period, an aggregate amount equal to the
sum of such Term Lender’s Term Loan Commitment then in effect minus:


		(a)	the principal amount of its outstanding Term Advances on such date; and




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		(b)	for purposes of Section 2.2(b) only, in relation to any proposed borrowing or Term Advance, the principal
amount of any Term Advances that are due to be made by such Term Lender on or before the proposed Borrowing Date.



“BAFC”:
Bunge Asset Funding Corp., a Delaware corporation, and its successors and permitted assigns.


“Bail-In Action”:
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”:
(a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council
of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time that 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).


“BASEL III”:
(a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory
framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement,
standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published
by the Basel Committee on Banking Supervision on December 16, 2010, each as amended, restated, supplemented or restated; (b) the
rules for systemically important banks contained in “Global systemically important banks: assessment methodology and the additional
loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended,
restated, supplemented or restated; and (c) any further guidance or standards published by the Basel Committee on Banking Supervision
relating to “BASEL III”.


“Benchmark”:
initially, LIBO Rate; provided that if a replacement of the Benchmark has occurred pursuant to Section 2.19, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference
to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.


“Benchmark Replacement”:
for any Available Tenor:


		(a)	For purposes of Section 2.19(a), the first alternative set forth below that can be determined by the Administrative
Agent:



 


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



 


		(ii)	the sum of: (i) Daily Simple SOFR and (ii) 0.11448% (11.448 basis points); and



 


		(b)	For purposes of Section 2.19(b), the sum of (a) the alternate benchmark rate and (b) an adjustment
(which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower
as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention,
including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities
at such time;







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provided that, if the Benchmark Replacement
as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor
for the purposes of this Agreement and the other Loan Documents; provided further that, notwithstanding anything to the contrary
in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR
Notice, on the Term SOFR Transition Event Effective Date, the “Benchmark Replacement” shall revert to and be the alternative
set forth in clause (a)(i) above.


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


“Benchmark Transition
Event”: with respect to any then-current Benchmark other than the LIBO Rate, the occurrence of a public statement or publication
of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of
such Benchmark, the Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such
Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency
or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will
cease on a specified date to provide all Available Tenors of such Benchmark, 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 (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that
such Benchmark is intended to measure and that representativeness will not be restored.


“Beneficial Ownership
Certification”: a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification
shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers
published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association,
as such form may be modified, updated or substituted from time to time.


“Beneficial Ownership
Regulation”: United States 31 C.F.R. § 1010.230.


“Benefitted Lender”:
as defined in Section 8.7(a).






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“BFE”:
Bunge Finance Europe B.V., a company organized under the laws of The Netherlands, and its successors and permitted assigns.


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


“Board of Directors”:
with respect to any Person, the board of directors of such Person or any duly authorized committee thereof.


“Borrower”:
as defined in the preamble hereto.


“Borrower Account”:
any account established by or for the Borrower, other than the Series 2002-1 Collection Subaccount (or any sub-subaccount thereof), for
the purpose of depositing funds borrowed hereunder or under any Pari Passu Indebtedness, any amounts paid pursuant to the Series 2002-1
VFC and all amounts received with respect to Hedge Agreements.


“Borrower Permitted
Lien”: Liens for current taxes, assessments or other governmental charges which are not delinquent or remain payable without
any penalty, or the validity of which is contested in good faith by appropriate proceedings upon stay of execution of the enforcement
thereof or upon posting a bond in connection therewith and reserves to the extent required by GAAP with respect thereto have been provided
on the books of the Borrower.


“Borrowing”:
Loans of the same Type and currency, made, converted or continued on the same date to the Borrower and, in the case of Eurocurrency Loans,
as to which a single Interest Period is in effect.


“Borrowing Date”:
any Business Day specified by the Borrower as a date on which the Borrower requests the Lenders to make Loans hereunder.


“Borrowing Time”:
as defined in Section 2.2(a).


“Bunge Funding”:
Bunge Funding, Inc., a Delaware corporation, and its successors and permitted assigns.


“Business Day”:
a day other than a Saturday, Sunday or other day on which commercial banks in Denver, Colorado or New York City are authorized or required
by law to close, provided, that with respect to notices and determinations in connection with, and payments of principal and interest
on, Eurocurrency Loans, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits
in Dollars in the London interbank market.


“Capital Stock”:
with respect to any Person, any and all shares, interests, rights to purchase, warrants, options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) the equity (which includes, but is not limited to, common
stock or shares, preferred stock or shares and partnership and joint venture interests) of such Person (excluding any debt securities
convertible into, or exchangeable for, such equity).


“Change in Control”:
the occurrence of any of the following:


(a)       the
Guarantor becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within
the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger,
consolidation or other business combination, of 50% or more of the total voting power of the Voting Stock of the Guarantor then outstanding;






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(b)       the
sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Guarantor and its
Subsidiaries, taken as a whole, to any Person that is not a Subsidiary of the Guarantor; or


(c)       the
first day on which a majority of the members of the Guarantor’s Board of Directors are not Continuing Directors.


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


“Closing Date”:
October 29, 2021.


“CoBank”:
CoBank, ACB, a federally chartered instrumentality of the United States.


“Code”:
the United States Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from
time to time.


“Commitment”:
as to any Lender, such Lender’s Revolving Commitment or Term Loan Commitment.


“Commitment Fee
Rate”: the rate per annum set forth in the applicable row of the table below:


	Rating	Commitment Fee Rate
	Level I	0.090%
	Level II	0.100%
	Level III	0.125%
	Level IV	0.175%
	Level V	0.225%


“Conduit Lender”:
any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made
by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender of a Conduit
Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its
Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility
to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided,
further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.12, 2.13, 2.14 or 8.5
than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or
(b) be deemed to have any Commitment.






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


“Continuing Directors”:
as of any date of determination, any member of the Board of Directors of the Guarantor who (a) was a member of such Board of Directors
on the Closing Date; or (b) was nominated for election, appointed or elected to such Board of Directors with the approval of a majority
of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific
vote or by approval of the Guarantor’s proxy statement in which such member was named as a nominee for election as a director).


“Contractual Obligation”:
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.


“Daily Report”:
a report prepared by the Servicer on each Business Day required pursuant to Section 4.01 of the Servicing Agreement or Section 5.1(o)
of this Agreement, in substantially the form of Exhibit B attached to the Series 2002-1 Supplement.


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


“Debtor Relief
Laws”: the Bankruptcy Code of the United States of America, 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.


“Default”:
any of the events specified in Section 6, whether or not any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.


“Defaulted Loan”:
any Purchased Loan with respect to which the related Obligor or the Guarantor has failed to make any payment due and owing (whether at
the stated maturity, by acceleration or otherwise) for a period of at least eight (8) days or more.


“Defaulting Lender”:
subject to Section 2.18(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans required to be funded
by it hereunder within two Business Days of the date such Loans were required to be funded by it 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 or any Lender any other amount required
to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent
in writing that it does not intend to comply with any of its funding obligations under this Agreement, or has made a public statement
to the effect that it does not intend to comply with is funding obligations under this Agreement (unless such writing or public statement
relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good
faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically
identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request
by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with
its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), 



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(d) has otherwise failed
to pay over to the Administrative Agent any other amount required to be paid by it under this Agreement within three Business Days of
the date when due, unless the subject of a good faith dispute, or (e) has, or has a direct or indirect parent company that has, (i) become
the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including
the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or has indicated
its consent to, approval of or acquiescence in any such proceeding or appointment or (iii) become the subject of a Bail-In
Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity
interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest
does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow
or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting
Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such
Lender shall be deemed to be a Defaulting Lender (subject to Section 2.18(b)) upon delivery of written notice of such determination
to the Borrower and each Lender.


“Delinquent Loan”:
any Purchased Loan (a) with respect to which the related Obligor or the Guarantor has failed to make any payment due and owing (whether
at the stated maturity, by acceleration or otherwise) for a period of at least one (1) day but not greater than seven (7) days or (b)
as to which an Insolvency Event has occurred with respect to the related Obligor.


“Designated Obligors”:
the Guarantor and the Subsidiaries of the Guarantor set forth on Schedule IV to the Guaranty Agreement (and their successors) and any
other Subsidiaries of the Guarantor designated by the Guarantor from time to time that satisfy the conditions set forth in the definition
of “Eligible Obligor” in Annex X to the Pooling Agreement. Notwithstanding the immediately preceding sentence, with the prior
written consent of the Required Lenders (which consent shall not be unreasonably withheld), the Guarantor may from time to time identify
the Guarantor and certain Subsidiaries that shall not be classified as Designated Obligors.


“Designated Website”:
as defined in Section 5.3(a).


“Dollar Equivalent”:
on any date of determination (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated
in any Master Trust Approved Currency other than Dollars, the equivalent in Dollars of such amount, determined by the Administrative Agent
pursuant to Section 1.2(e) using the Rate of Exchange with respect to such currency on such date in effect under the provisions of such
Section.


“Dollars”
and “$”: dollars in lawful currency of the United States.


“Early Opt-in
Effective Date”: with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early
Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 3:00 p.m. on the fifth (5th) Business
Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election
from the Required Lenders.






    	 	8 	 



     


    

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


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



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



“EEA Financial
Institution”: (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision
of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described
in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that 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”:
any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


“EEA Resolution
Authority”: 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.


“Electronic Signature”:
an electronic sound, symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent
to sign, authenticate or accept such contract or record.


“Environmental
Laws”: any and all foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in
effect.


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


“ERISA Affiliate”:
with respect to any Person, any trade or business (whether or not incorporated) that is a member of a group of which such Person is a
member and which is treated as a single employer under Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code or Section 302 of ERISA).






    	 	9 	 



     


    

“ERISA Event”:
(a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day
notice requirement with respect to such event has been waived by the PBGC or (ii) the requirements of Section 4043(b) of ERISA apply with
respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10),
(11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days;
(b) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of
ERISA) applicable to such Plan, whether or not waived, the filing of an application for a minimum funding waiver with respect to a Plan,
or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure
by the Borrower or any of its ERISA Affiliates to make any required contribution to a Multiemployer Plan; (c) the provision by the administrator
of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect
to a plan amendment referred to in Section 4041(e) of ERISA) or the incurrence of any liability under Title IV of ERISA with respect to
the termination of any Plan; (d) the cessation of operations at a facility of the Borrower or any of its ERISA Affiliates in the circumstances
described in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any of its ERISA Affiliates from a Multiple Employer Plan
during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for imposition
of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan which
could result in the posting of a bond or other security; (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to
Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the
termination of, or the appointment of a trustee to administer, such Plan; (i) a determination that any Plan is, or is expected to be,
in “at risk” status, within the meaning of Section 430 of the Code; or (j) the receipt by the Borrower or any of its ERISA
Affiliates of a determination that a Multiemployer Plan is in endangered or critical status, within the meaning of Section 432 of
the Code or Section 305 of ERISA.


“Erroneous Payment”:
as defined in Section 8.20.


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


“Euro”
and “EUR”: the single lawful currency introduced at the start of the third stage of the European Economic and Monetary
Union pursuant to a treaty establishing the European Union (as amended from time to time).


“Eurocurrency”:
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate (which term shall (for the avoidance of doubt) not include Loans bearing interest
at the Weekly Reset LIBO Rate).


“Event of Default”:
any of the events specified in Section 6, provided that any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.


“Exchange Act”:
the U.S. Securities Exchange Act of 1934, as amended.


“Excluded Taxes”:
any of the following Taxes imposed on, or required to be withheld or deducted from a payment to, a Recipient to be made by or on account
of any obligation of the Borrower hereunder: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in the Loan (other than pursuant to an assignment under Section 2.17) or (ii) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section 2.13, 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 the failure by the Recipient to comply with Section 2.13(f), and (d) any U.S.
federal withholding Taxes imposed under FATCA.






    	 	10 	 



     


    

“Executive Order”:
Executive Order No. 13224 of September 23, 2001 – Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
To Commit, or Support Terrorism.


“Facility”:
the Revolving Credit Facility or the Term Loan Facility, as the context requires.


“Farm Credit Lender”:
a lending institution organized and existing pursuant to the provisions of the Farm Credit Act of 1971 and under the regulation of the
Farm Credit Administration.


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


“FCA”:
as defined in Section 2.19.


“FCPA”:
as defined in Section 3.16.


“Federal Funds
Effective Rate”: for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such
day’s federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York
shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank
of New York as the federal funds effective rate and (b) 0%; provided that if such rate is not so published for any day which
is a Business Day, the “Federal Funds Effective Rate” shall equal the average of the quotations 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 Letter”:
that certain fee letter dated as of September 24, 2021 between the Borrower and the Administrative Agent, together with any other fee
letters entered into between the Borrower and the Administrative Agent from time to time.


“Floor”:
the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment
or renewal of this Agreement or otherwise) with respect to the LIBO Rate; provided that, if no such benchmark rate floor is provided in
this Agreement, the “Floor” shall be zero.


“Foreign Lender”:
(i) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if the Borrower is not a U.S. Person, a Lender
that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For
purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute
a single jurisdiction.


“Funding Office”:
the office of the Administrative Agent specified in Section 8.2 or such other office as may be specified from time to time by the Administrative
Agent as its funding office by written notice to the Borrower and the Lenders.






    	 	11 	 



     


    

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


“Governmental
Authority”: any nation or government, any state or other political subdivision thereof and any entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any supra-national bodies
such as the European Union or European Central Bank).


“Group Members”:
the collective reference to the Borrower, the Guarantor and the Designated Obligors.


“Guarantee Obligation”:
as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another
Person (including any bank under any letter of credit) with respect to which the guaranteeing person has issued a reimbursement, counterindemnity
or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations
(the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether
directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or
payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain
the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise
to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount
of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing
person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee
Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith.


“Guarantor”:
Bunge Limited, a company incorporated under the laws of Bermuda, as guarantor pursuant to the Guaranty Agreement and each other Person
that joins the Guaranty Agreement as a Guarantor after the date hereof.


“Guaranty Agreement”:
the Guaranty to be executed and delivered by the Guarantor, substantially in the form of Exhibit A.


“Hedge Agreements”:
all swaps, caps or collar agreements or similar arrangements dealing with interest rates or currency exchange rates or the exchange of
nominal interest obligations, either generally or under specific contingencies.


“Hedge Termination
Amounts”: as the context requires hereunder, all amounts (i) due and owing by the Borrower or (ii) received by the Borrower,
in each case in connection with the termination of a Hedge Agreement entered into by the Borrower.


“IBA”:
as defined in Section 2.19.






    	 	12 	 



     


    

“Indebtedness”:
as to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property,
except trade accounts payable arising in the ordinary course of business, (d) all obligations of such Person as lessee which are capitalized
in accordance with GAAP other than any liability in respect of a lease which would, in accordance with GAAP in effect prior to December
15, 2018, have been treated as an operating lease, (e) all obligations of such Person created or arising under any conditional sales or
other title retention agreement with respect to any property acquired by such Person (including without limitation, obligations under
any such agreement which provides that the rights and remedies of the seller or lender thereunder in the event of default are limited
to repossession or sale of such property), (f) all obligations of such Person with respect to letters of credit and similar instruments,
including without limitation obligations under reimbursement agreements, (g) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on any asset of such Person, whether or
not such Indebtedness is assumed by such Person and (h) all Guarantee Obligations of such Person (other than guarantees of obligations
of direct or indirect Subsidiaries of such Person).


“Indemnified Liabilities”:
as defined in Section 8.5.


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


“Indemnitee”:
as defined in Section 8.5.


“Insolvency Event”:
as defined in Annex X to the Pooling Agreement.


“Interest Payment
Date”: (a) as to any Weekly Reset LIBO Rate Loan, the last day of each March, June, September and December to occur while such
Loan is outstanding and the final Maturity Date of such Loan, (b) as to any Eurocurrency Loan having an Interest Period of three months
or less, the last day of such Interest Period, (c) as to any Eurocurrency Loan having an Interest Period longer than three months, each
day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period,
(d) as to any Loan, the date of any repayment or prepayment made in respect thereof, and (e) as to any Loan, the Maturity Date of the
applicable Facility.


“Interest Period”:
as to any Eurocurrency Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect
to such Eurocurrency Loan, and ending one month, three months, six months or twelve months thereafter, in each case if available to all
of the Lenders, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect
thereto; and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Eurocurrency
Loan, and ending one month, three months, six months or twelve months thereafter, in each case if available to all of the Lenders, as
selected by the Borrower by irrevocable notice to the Administrative Agent not later than 10:00 A.M. on the date that is three (3) Business
Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating
to Interest Periods are subject to the following:


(i)       if
any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding Business Day;






    	 	13 	 



     


    

(ii)       the
Borrower may not select an Interest Period that would extend beyond the applicable Maturity Date;


(iii)       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 end on the last Business Day of a calendar month; and


(iv)       the
Borrower shall select Interest Periods so as not to require a payment or prepayment of the principal of any Eurocurrency Loan during an
Interest Period for such Loan.


“Investor Certificateholder”:
as defined in Annex X to the Pooling Agreement.


“IRS”:
the United States Internal Revenue Service.


“Lender Affiliate”:
(a) any Affiliate of any Lender, (b) any Person that is administered or managed by any Lender or any Affiliate of any Lender and that
is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary
course of its business and (c) with respect to any Lender which is a fund that invests in commercial loans and similar extensions of credit,
any other fund that invests in commercial loans and similar extensions of credit and is managed or advised by the same investment advisor
as such Lender or by an Affiliate of such Lender or investment advisor.


“Lenders”:
as defined in the preamble hereto; provided, that (i) unless the context otherwise requires, each reference herein to the Lenders shall
be deemed to include any Conduit Lender and (ii) for the sole purpose of determining voting rights under this Agreement and the other
Loan Documents, each reference herein to the Lenders shall include the Voting Participants.


“Level I”,
“Level II”, “Level III”, “Level IV” and “Level V”: the respective
Level set forth below:


	 	Applicable S&P Rating	Applicable Moody’s Rating
	Level I	A- or higher	A3 or higher
	Level II	BBB+	Baa1
	Level III	BBB	Baa2
	Level IV	BBB-	Baa3
	Level V	BB+ or lower	Ba1 or lower


provided that if
on any day the Applicable Moody’s Rating and the Applicable S&P Rating do not coincide for any rating category and the Level
differential is (x) one level, then the higher of the Applicable S&P Rating or the Applicable Moody’s Rating will be the applicable
Level; (y) two levels, the Level at the midpoint will be the applicable Level; and (z) more than two levels, the higher of the intermediate
Levels will be the applicable Level; provided further that if on any day, neither the Applicable Moody’s Rating nor the Applicable
S&P Rating is available, the applicable Level shall be Level V. The initial Applicable Margin and Commitment Fee Rate shall be determined
in accordance with Level III.






    	 	14 	 



     


    

“LIBO Rate”:
with respect to any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m., London time,
two (2) Business Days prior to the commencement of such Interest Period by reference to the London interbank offered rate administered
by ICE Benchmark Administration Limited (or any successor thereto) for deposits in Dollars on the London interbank dollar market for a
period corresponding to such Interest Period, as reported by Bloomberg Information Services (or any successor thereto) or any other readily
available service selected by the Administrative Agent that has been approved by ICE Benchmark Administration Limited (or any successor
thereto) as an authorized information vendor for purposes of displaying rates; provided that, to the extent that an interest rate is not
ascertainable pursuant to the foregoing provisions of this definition, subject to Section 2.19, all Loans shall be made as or converted
to Weekly Reset LIBO Rate Loans in accordance with Section 2.10, and the Weekly Reset LIBO Rate shall be the Prime Rate as provided
in the definition of “Weekly Reset LIBO Rate” in Section 1.1 and Section 2.10. Notwithstanding the foregoing, if the
LIBO Rate (as determined without giving effect to this sentence) would be less than 0%, the LIBO Rate shall be 0%.


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


“Loan”:
any loan made by any Lender pursuant to this Agreement, including any Revolving Advance or Term Advance.


“Loan Documents”:
this Agreement, the Guaranty Agreement, the Notes, each Fee Letter and any other documents entered into in connection herewith.


“Loan Parties”:
each Group Member that is a party to a Loan Document.


“Mandatory CP
Wind-Down Event”: as defined in Annex X to the Pooling Agreement.


“Margin Stock”:
margin stock within the meaning of Regulation T, Regulation U and Regulation X.


“Master Trust”:
the Bunge Master Trust created by the Pooling Agreement.


“Master Trust
Approved Currency”: Dollars, Euro, Sterling and Yen.


“Material Adverse
Effect”: (a) a material adverse effect on the business, property, operations, condition (financial or otherwise) or prospects
of the Borrower or of the Guarantor and its consolidated Subsidiaries taken as a whole, (b) a material impairment of the collectability
of the Purchased Loans taken as a whole, or (c) a material impairment of the validity or enforceability of this Agreement or any of the
other Loan Documents or of the Transaction Documents or the rights or remedies of the Administrative Agent or the Lenders against the
Borrower or the Guarantor hereunder or under the other Loan Documents.


“Maturity Date”:
(a) with respect to the Revolving Credit Facility, October 29, 2026, and (b) with respect to the Term Loan Facility, October 29,
2028.


“Monthly Settlement
Statement”: as defined in Annex X to the Pooling Agreement.


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


“Multiemployer
Plan”: with respect to any Person, a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which such Person
or any ERISA Affiliate of such Person (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section
414 of the Code) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions.






    	 	15 	 



     


    

“Multiple Employer
Plan”: a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower
or any of its ERISA Affiliates and at least one Person other than the Borrower and its ERISA Affiliates or (b) was so maintained and in
respect of which the Borrower or any of its ERISA Affiliates could have liability under Section 4064 or 4069 of ERISA in the event such
plan has been or were to be terminated.


“Non-Consenting
Lender”: any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected
Lenders in accordance with the terms of Section 8.1 and (b) has been approved by the Required Lenders.


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


“Notes”:
the collective reference to any promissory note evidencing Loans.


“Obligations”:
the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the commencement
by or against the Borrower or any Affiliate thereof 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 in such proceeding) the Loans and all other obligations and
liabilities of the Borrower to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan
Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative
Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.


“Obligor”:
as defined in Annex X to the Pooling Agreement.


“OFAC”:
as defined in the definition of “Sanctions.”


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


“Other Participant”:
as defined in Section 8.6(b).


“Other Taxes”:
any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from
any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document, including any interest, addition to Tax or penalties applicable thereto.


“Pari Passu Indebtedness”:
the Dollar Equivalent of (i) Indebtedness for borrowed money, the proceeds of which are used to either increase the Series 2002-1 Invested
Amount, refinance Indebtedness originally used for such purpose and/or pay expenses incurred in connection with this Agreement or any
such other Indebtedness, and (ii) indebtedness incurred in connection with Hedge Agreements entered into in connection with the Loans
hereunder and any Pari Passu Indebtedness described in clause (i) above, in each case which ranks not greater than pari passu (in priority
of payment) with the Loans.


“Participant”:
an Other Participant or a Voting Participant.






    	 	16 	 



     


    

“Participant Register”:
as defined in Section 8.6(b).


“PATRIOT Act”:
the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


“Payment Period”:
a period commencing on a date on which the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents have become due and payable (whether at the stated maturity, by acceleration or otherwise) and ending on the
date the Loans (with accrued interest thereon) and all such other amounts are paid in full by the Borrower or the Guarantor.


“PBGC”:
the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any Person succeeding to the
functions thereof.


“Permitted Indebtedness”:
(a) Indebtedness of the Borrower pursuant to this Agreement and (b) Pari Passu Indebtedness.


“Person”:
an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.


“Plan”:
a Single Employer Plan or a Multiple Employer Plan.


“Pooling Agreement”:
the Sixth Amended and Restated Pooling Agreement, dated as of August 31, 2020, among Bunge Funding, Bunge Management Services, Inc.,
as servicer and the Trustee named therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.


“Potential Series
2002-1 Early Amortization Event”: an event which, with the giving of notice or the lapse of time or both, would constitute a
Series 2002-1 Early Amortization Event.


“Prime Rate”:
a variable rate of interest per annum equal to the “U.S. prime rate” as reported on such day in the Money Rates Section of
the Eastern Edition of The Wall Street Journal, or if the Eastern Edition of The Wall Street Journal is not published on
such day, such rate as last published in the Eastern Edition of The Wall Street Journal. In the event the Eastern Edition of The
Wall Street Journal ceases to publish such rate or an equivalent on a regular basis, the term “Prime Rate” shall
be determined on any day by reference to such other regularly published average prime rate for such date applicable to such commercial
banks as is acceptable to the Administrative Agent in its sole discretion. Any change in Prime Rate shall be automatic, without the necessity
of notice provided to the Borrower or any other Loan Party.


“Prior Credit
Agreement”: as defined in the preamble.


“Purchased Loans”:
as defined in Annex X to the Pooling Agreement.


“Rate of Exchange”:
as of the relevant date, the rate of exchange set forth on the relevant page of the Reuters screen on or about 11:00 A.M., New York time,
for the purchase of (as the context shall require) a Master Trust Approved Currency with any other Master Trust Approved Currency on such
date.


“Recipient”:
the Administrative Agent or any Lender, as applicable.






    	 	17 	 



     


    

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


“Register”:
as defined in Section 8.6(d).


“Regulation D”:
Regulation D of the Board as in effect from time to time.


“Regulation T”:
Regulation T of the Board as in effect from time to time.


“Regulation U”:
Regulation U of the Board as in effect from time to time.


“Regulation X”:
Regulation X of the Board as in effect from time to time.


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


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


“Required Lenders”:
at any time, the holders (including Voting Participants in accordance with Section 8.6(b)) of more than 50% of the Aggregate Exposure
Percentage.


“Requirement of
Law”: as to any Person, the Certificate of Incorporation and By Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


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


“Responsible Officer”:
as to any Person, any member of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer
or any Vice President of such Person or any other officer of such Person customarily performing functions similar to those performed by
any of the above-designated officers.


“Restricted Person”:
a Person that is (a) listed on, or owned 50% or more by or controlled by, a Person listed on any applicable Sanctions List; or (b)
located in, a resident of, organized under the laws of, or owned or controlled by, or acting on behalf of, a Person located in or organized
under the laws of a country or territory that is or whose government is the target of any applicable country-wide Sanctions. For the purposes
of this definition, “control” means the possession 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. The term “controlled” has the
meaning correlative thereto.


“Revolving Advance”:
a loan of funds by a Revolving Lender to the Borrower under the Revolving Credit Facility.


“Revolving Commitment”:
as to any Lender, the obligation of such Lender to make Revolving Advances in an aggregate principal amount not to exceed that Lender’s
Revolving Commitment Amount.






    	 	18 	 



     


    

“Revolving Commitment
Amount”: as to any Lender, the amount set forth under the heading “Revolving Commitment Amount” opposite such Lender’s
name on Schedule 1.1 or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be
increased or reduced from time to time pursuant to the terms hereof. As of the date hereof, the aggregate Revolving Commitment Amounts
of all Revolving Lenders is $865,000,000.


“Revolving Commitment
Period”: the period from and including the Closing Date to but excluding the earlier of (a) the Revolving Credit Facility Termination
Date or (b) the date of termination of the Revolving Commitments in accordance with the terms hereof.


“Revolving Credit
Facility”: the revolving credit facility established pursuant to Section 2.1(a).


“Revolving Credit
Facility Termination Date”: October 29, 2026.


“Revolving Lender”:
any Lender with a Revolving Commitment.


“S&P”:
Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor thereto.


“Sale Agreement”:
the Second Amended and Restated Sale Agreement, dated as of September 6, 2002, among Bunge Funding, as Buyer, Bunge Finance Limited,
a Bermuda company, as a Seller, and Bunge Finance North America, Inc., a Delaware corporation, as a Seller, as the same may be amended,
restated, supplemented or otherwise modified from time to time.


“Sanctions”:
any applicable economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (a) the United
States government; (b) the United Nations; (c) the European Union; (d) the United Kingdom; (e) the relevant authorities of Switzerland;
or (f) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign
Assets Control of the US Department of the Treasury (“OFAC”), the United States Department of State, and Her
Majesty’s Treasury (together “Sanctions Authorities”).


“Sanctions Authorities”:
as defined in the definition of “Sanctions.”


“Sanctions List”:
any applicable list issued, maintained or made public by any of the Sanctions Authorities, including, but not limited to “the “Specially
Designated Nationals and Blocked Persons” list issued by OFAC, the Consolidated List of Financial Sanctions Targets issued by Her
Majesty’s Treasury, or any similar applicable list issued or maintained or made public by any of the Sanctions Authorities.


“Series”:
as defined in Annex X to the Pooling Agreement.


“Series 2002-1
Accrued Interest”: as defined in Annex X to the Pooling Agreement.


“Series 2002-1
Allocated Loan Amount”: as defined in Annex X to the Pooling Agreement.


“Series 2002-1
Collection Subaccount”: as defined in Annex X to the Pooling Agreement.


“Series 2002-1
Early Amortization Event”: as defined in Annex X to the Pooling Agreement.


“Series 2002-1
Invested Amount”: as defined in Annex X to the Pooling Agreement.


“Series 2002-1
Maximum Invested Amount”: as defined in Annex X to the Pooling Agreement.






    	 	19 	 



     


    

“Series 2002-1
Supplement”: the Eighth Amended and Restated Series 2002-1 Supplement to the Pooling Agreement, dated as of January 27, 2021,
among the Borrower, Bunge Funding, Bunge Management Services, Inc., as Servicer, and The Bank of New York Mellon, as Trustee, as the same
may be amended, restated, supplemented or otherwise modified from time to time.


“Series 2002-1
VFC”: the interest in the Master Trust created and authorized pursuant to the Series 2002-1 Supplement and the Pooling Agreement
that is designated as the “Series 2002-1 VFC Certificate” pursuant to the Series 2002-1 Supplement.


“Servicer”:
Bunge Management Services, Inc., a Delaware corporation, and any “Successor Servicer” (as defined in Annex X to the Pooling
Agreement).


“Servicing Agreement”:
the Third Amended and Restated Servicing Agreement, dated as of December 23, 2003, among Bunge Funding, the Servicer, and The Bank of
New York Mellon, as Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.


“Single Employer
Plan”: a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower
or any of its ERISA Affiliates and no Person other than the Borrower and its ERISA Affiliates or for which the Borrower or any of its
ERISA Affiliates has liability, whether direct or contingent, or (b) was so maintained and in respect of which the Borrower or any of
its ERISA Affiliates could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.


“SOFR”:
with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the
Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal
Reserve Bank of New York, currently at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified
as such by the administrator of the secured overnight financing rate from time to time).


“Solvent”:
with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the
total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable 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, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business
or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an
unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all
the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured
liability.


“Statutory Reserve
Rate”: a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as
“Eurocurrency Liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant to such Regulation
D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit
of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any
comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any
reserve percentage.






    	 	20 	 



     


    

“Sterling”:
the lawful currency of the United Kingdom of Great Britain and Northern Ireland.


“Subsidiary”:
as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of
a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at
the time owned directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references
to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.


“Taxes”:
any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.


“Term Advance”:
a loan of funds by a Term Lender to the Borrower under the Term Loan Facility.


“Term Lender”:
any Lender with a Term Loan Commitment.


“Term Loan Commitment”:
as to any Lender, the obligation of such Lender to make Term Advances in an aggregate principal amount not to exceed that Lender’s
Term Loan Commitment Amount.


“Term Loan Commitment
Amount”: as to any Lender, the amount set forth under the heading “Term Loan Commitment Amount” opposite such Lender’s
name on Schedule 1.1 or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be
increased or reduced from time to time pursuant to the terms hereof. As of the date hereof, the aggregate Term Loan Commitment Amounts
of all Term Lenders is $250,000,000.


“Term Loan Commitment
Period”: the period from and including the Closing Date to but excluding the earlier of (a) the Term Loan Termination Date or
(b) the date of termination of the Term Loan Commitments in accordance with the terms hereof.


“Term Loan Facility”:
the term loan facility established pursuant to Section 2.1(b).


“Term Loan Termination
Date”: October 29, 2022.


“Term SOFR”:
for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant
Governmental Body.


“Term SOFR Notice”:
a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.


“Term SOFR Transition
Event”: the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental
Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent in its sole discretion, and (c) a
Benchmark Replacement has replaced the LIBO Rate in accordance with Section 2.19(a) or a Benchmark Transition Event or an Early
Opt-in Election, as applicable, has previously occurred, resulting in a Benchmark Replacement in accordance with Section 2.19 that
is not Term SOFR.






    	 	21 	 



     


    

“Term SOFR Transition
Event Effective Date”: with respect to a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term
SOFR Notice is provided to the Lenders and the Borrower pursuant to Section 2.19(f).


“Total Revolving
Advances”: at any time, the aggregate principal amount of the Revolving Advances of the Lenders outstanding at such time.


“Total Revolving
Commitments”: at any time, the aggregate of all Lenders’ Revolving Commitment Amounts then in effect.


“Total Term Advances”:
at any time, the aggregate principal amount of the Term Advances of the Lenders outstanding at such time.


“Total Term Loan
Commitments”: at any time, the aggregate of all Lenders’ Term Loan Commitment Amounts then in effect.


“Transaction Documents”:
the collective reference to the Pooling Agreement, the Series 2002-1 Supplement, the Series 2002-1 VFC, the Sale Agreement and the Servicing
Agreement.


“Transferee”:
any Assignee or Participant.


“Trustee”:
as defined in Annex X to the Pooling Agreement.


“Type”:
as to any Loan, its nature as a Weekly Reset LIBO Rate Loan or a Eurocurrency Loan.


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


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


“United States”:
the United States of America.


“U.S. Borrower”:
any Borrower that is a U.S. Person.


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


“U.S. Tax
Compliance Certificate”: as defined in Section 2.13(f).


“Voting Participant”:
as defined in Section 8.6(b).


“Voting Participant
Notification”: as defined in Section 8.6(b).


“Voting Stock”:
with respect to any Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.






    	 	22 	 



     


    

“Weekly Reset
LIBO Rate”: an interest rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to (a) the LIBO Rate for
an interest period of one month, as determined in accordance with the definition of “LIBO Rate,” multiplied by (b) the Statutory
Reserve Rate; provided, however, upon the occurrence of any event described in Section 2.10, subject to Section 2.19, the Weekly Reset
LIBO Rate shall be the Prime Rate. The Weekly Reset LIBO Rate shall be reset weekly, without the necessity of notice being provided to
the Borrower or any other Person, on the first Business Day of each week and shall be adjusted automatically on and as of the effective
date of any change in the Statutory Reserve Rate. Information about the then-current Weekly Reset LIBO Rate shall be made available upon
telephonic request.


“Weekly Reset
LIBO Rate Loans”: Loans the rate of interest applicable to which is based upon the Weekly Reset LIBO Rate.


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


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


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


“Yen”:
the lawful currency of Japan.


1.2       Other
Definitional Provisions.


(a)       Unless
otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents
or any certificate or other document made or delivered pursuant hereto or thereto.


(b)       As
used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting
terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP, (ii) the words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur”
shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred”
and “incurrence” shall have correlative meanings), (iv) 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, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to Requirements of Law, agreements
or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such Requirements of Law, agreements or Contractual
Obligations as amended, restated, supplemented, restated or otherwise modified from time to time (subject to any restrictions on such
amendments, supplements, restatements or modifications set forth herein), and (vi) references to any law or regulation herein shall
refer to such law or regulation as amended, modified or supplemented from time to time and include rules, regulations, official rulings,
guidelines, interpretations or directives thereunder or issued in connection therewith.






    	 	23 	 



     


    

(c)       The
words “hereof”, “herein” and “hereunder” and words of similar import, when used
in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule
and Exhibit references are to this Agreement unless otherwise specified.


(d)       The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


(e)       The
Borrower and the Administrative Agent shall use the Rate of Exchange in effect on any applicable date of determination for purposes of
calculating the Dollar Equivalent of any amount denominated in a Master Trust Approved Currency other than Dollars.


(f)       Notwithstanding
any other provision contained herein or in the other Loan Documents, all terms of an accounting or financial nature used herein and in
the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents
shall be made, and prepared:


(i)       in
accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings
ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 5.2 below (and all defined terms used in
the definition of any accounting term used in Section 5.2 below) shall have the meaning given to such terms (and defined terms) under
GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the financial statements referred to in
Section 3.15 below. In the event of any change after the date hereof in GAAP, and if such change would affect the computation of any of
the financial covenants set forth in Section 5.2 below, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment
to this Agreement that would adjust such financial covenants in a manner that would preserve the original intent thereof, but would allow
compliance therewith to be determined in accordance with the Borrower’s financial statements at the time, provided that, until so
amended such financial covenants shall continue to be computed in accordance with GAAP prior to such change therein; and


(ii)       without
giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having
a similar result or effect) to value any Indebtedness or other liabilities of the Borrower, BFE, BAFC, the Guarantor or any of their Subsidiaries
at “fair value”, as defined therein.


Notwithstanding any other provision contained
herein, all obligations of the Guarantor, the Borrower and any of their respective Subsidiaries that are or would be characterized as
an operating lease as determined in accordance with GAAP as in effect on December 14, 2018 (whether or not such operating lease
was in effect on such date) shall continue to be accounted for as an operating lease (and not as a capital lease) for purposes of the
Loan Documents regardless of any change in GAAP following December 14, 2018 (or any change in the implementation in GAAP for
future periods that are contemplated as of December 14, 2018) that would otherwise require such obligation to be recharacterized
as a capital lease and the Guarantor, the Borrower and their respective Subsidiaries shall continue to provide financial reporting which
differentiates between operating leases and capital leases in accordance with GAAP as in effect on December 14, 2018.






    	 	24 	 



     


    

(g)       All
references to times of day in this Agreement shall be references to Denver, Colorado time unless otherwise specifically provided.


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


SECTION 2.      AMOUNT AND TERMS OF COMMITMENTS


2.1       Commitments.


(a)       Revolving
Commitments. Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Revolving Advances in Dollars
to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding
that does not exceed the amount of such Revolving Lender’s then-applicable Revolving Commitment Amount. The Borrower shall not request,
and no Revolving Lender shall be required to make, any Revolving Advances if, after making such Revolving Advances, the Total Revolving
Advances would exceed the Total Revolving Commitments then in effect. During the Revolving Commitment Period, the Borrower may use the
Revolving Commitments by borrowing, prepaying the Revolving Advances in whole or in part, and reborrowing, all in accordance with the
terms and conditions hereof. Subject to Section 2.10 and Section 2.19, each Revolving Advance shall be either a Weekly Reset LIBO Rate
Loan or a Eurocurrency Loan, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2(a)
and 2.6. The Borrower shall repay all outstanding Revolving Advances, together with all outstanding interest thereon and unpaid fees
and other Obligations with respect to the Revolving Credit Facility, not later than the Maturity Date for the Revolving Credit Facility.


(b)       Term
Loan Facility Commitments. Subject to the terms and conditions hereof, each Term Lender severally agrees to make Term Advances in
Dollars to the Borrower from time to time during the Term Loan Commitment Period in an aggregate principal amount equal to the amount
of such Term Lender’s then-applicable Term Loan Commitment Amount; provided that no Term Lender shall be required to make more than
three (3) Term Advances. The Borrower shall not request, and no Term Lender shall be required to make, any Term Advances if, after making
such Term Advances, the Total Term Advances would exceed the Total Term Loan Commitments then in effect. The term loan facility under
this Section 2.1(b) is not a revolving facility; once the sum of all Term Advances made by a Term Lender is equal to the amount of
such Term Lender’s Term Loan Commitment Amount, such Term Lender shall have no further obligation to make any additional advances
to the Borrower under the Term Loan Facility, whether or not any amounts are repaid thereunder. The Term Lenders shall have no obligation
to make Term Advances after the last Business Day of the Term Loan Commitment Period. Subject to Section 2.10 and Section 2.19, each
Term Advance shall be either a Weekly Reset LIBO Rate Loan or a Eurocurrency Loan, as determined by the Borrower and notified to the Administrative
Agent in accordance with Sections 2.2(b) and 2.6. The Borrower shall repay all outstanding Term Advances, together with all outstanding
interest thereon and unpaid fees and other Obligations with respect to the Term Loan Facility, not later than the Maturity Date for the
Term Loan Facility.






    	 	25 	 



     


    

2.2       Procedure
for Loan Borrowing.


(a)       Revolving
Advances. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day (but
not more than once on any single Business Day with respect to Weekly Reset LIBO Rate Loans, unless otherwise approved by the Administrative
Agent in its sole discretion), provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be
received by (a) the Administrative Agent prior to 10:00 A.M. three (3) Business Days prior to the requested Borrowing Date, in the case
of Eurocurrency Loans, or (b) the Administrative Agent prior to 9:00 A.M. on the requested Borrowing Date, in the case of Weekly Reset
LIBO Rate Loans comprising a Borrowing in an aggregate amount equal to or greater than $200,000,000, or (c) 10:30 A.M. on the requested
Borrowing Date, in the case of Weekly Reset LIBO Rate Loans comprising a Borrowing in an aggregate amount less than $200,000,000, specifying
(i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurocurrency Loans, the length
of the initial Interest Period therefor. Each Borrowing under the Revolving Credit Facility shall be in an amount equal to (y) in the
case of Weekly Reset LIBO Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Commitments
are less than $1,000,000, such lesser amount), and (z) in the case of Eurocurrency Loans, $5,000,000 or a whole multiple of $1,000,000
in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender
thereof. Each Revolving Lender will make the amount of its pro rata share of each Borrowing available to the Administrative Agent for
the account of the Borrower at the Funding Office prior to 1:00 P.M. (the “Borrowing Time”), on the Borrowing
Date requested by the Borrower, in each case in immediately available Dollar funds, to the Administrative Agent. Such Borrowing will then
be made available at 2:00 P.M. on the Borrowing Date to the Borrower by the Administrative Agent crediting the account of the Borrower
on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and
in like funds as received by the Administrative Agent. Should any such borrowing notice from the Borrower indicate an account on the books
of another bank or financial institution, the Administrative Agent shall transfer the amounts described in such borrowing notice to such
account within a reasonable period of time.


(b)       Term
Loan Advances. The Borrower may borrow under the Term Loan Commitments during the Term Loan Commitment Period on any Business Day
(but not more than once on any single Business Day with respect to Weekly Reset LIBO Rate Loans, unless otherwise approved by the Administrative
Agent in its sole discretion, and not more than three times during the Term Loan Commitment Period), provided that the Borrower shall
give the Administrative Agent irrevocable notice (which notice must be received by (a) the Administrative Agent prior to 10:00 A.M. three
(3) Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans, or (b) the Administrative Agent prior to 9:00
A.M. on the requested Borrowing Date, in the case of Weekly Reset LIBO Rate Loans comprising a Borrowing in an aggregate amount equal
to or greater than $200,000,000), or (c) 10:30 A.M. on the requested Borrowing Date, in the case of Weekly Reset LIBO Rate Loans
comprising a Borrowing in an aggregate amount less than $200,000,000), specifying (i) the amount and Type of Loans to be borrowed, (ii)
the requested Borrowing Date and (iii) in the case of Eurocurrency Loans, the length of the initial Interest Period therefor. Each Borrowing
under the Term Loan Facility shall be in an amount equal to (y) in the case of Weekly Reset LIBO Rate Loans, $1,000,000 or a whole multiple
thereof (or, if the then aggregate Available Term Loan Commitments are less than $1,000,000, such lesser amount), and (z) in the case
of Eurocurrency Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and the final Term Advance shall be in the amount
of the Available Term Loan Commitments prior to giving effect to such Term Advance. Subject to the other terms and conditions of this
Agreement, if not sooner borrowed, prior to the last Business Day of the Term Loan Commitment Period the Borrower shall borrow the amount
of the Available Term Loan Commitments prior to giving effect to such Term Advance. 



    	 	26 	 



     


    

Upon receipt of any such notice from the Borrower,
the Administrative Agent shall promptly notify each Term Lender thereof. Each Term Lender will make the amount of its pro rata share of
each Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to the Borrowing Time,
on the Borrowing Date requested by the Borrower, in each case in immediately available Dollar funds, to the Administrative Agent. Such
Borrowing will then be made available at 2:00 P.M. on the Borrowing Date to the Borrower by the Administrative Agent crediting the account
of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders
and in like funds as received by the Administrative Agent. Should any such borrowing notice from the Borrower indicate an account on the
books of another bank or financial institution, the Administrative Agent shall transfer the amounts described in such borrowing notice
to such account within a reasonable period of time.


2.3       Commitment
Fees, etc.


(a)       The
Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a revolving
commitment fee in Dollars for the period from and including the date hereof to the last day of the Revolving Commitment Period, computed
at a rate per annum equal to, for each day during such period, the Commitment Fee Rate on such day multiplied by the amount of the Available
Revolving Commitment of such Revolving Lender on such day, payable quarterly in arrears on the last day of each March, June, September
and December and on the Revolving Credit Facility Termination Date, commencing on the first of such dates to occur after the date hereof.


(b)       The
Borrower agrees to pay to the Administrative Agent for the account of each Term Lender (other than a Defaulting Lender) a term loan commitment
fee in Dollars for the period from and including the date hereof to the last day of the Term Loan Commitment Period, computed at a rate
per annum equal to, for each day during such period, the Commitment Fee Rate on such day multiplied by the amount of the Available Term
Loan Commitment of such Term Lender on such day, payable quarterly in arrears on the last day of each March, June, September and December
and on the Term Loan Termination Date, commencing on the first of such dates to occur after the date hereof.


(c)       The
Borrower agrees to pay to the Administrative Agent all fees in the amounts and on the dates previously or contemporaneously herewith agreed
to in writing by the Borrower and the Administrative Agent, including, without limitation, pursuant to each Fee Letter.


2.4       Termination
or Reduction of Commitments. The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative
Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments (ratably among
the Revolving Lenders in proportion to their respective Revolving Commitments); provided that no such termination or reduction of Revolving
Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof,
the Total Revolving Advances would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to at least
$10,000,000 or any larger whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. Any notice to
reduce the Revolving Commitments under this Section 2.4 shall be irrevocable. No reductions of the Term Loan Commitments shall be permitted
during the Term Loan Commitment Period.






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2.5       Prepayments.


(a)       The
Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice
delivered to the Administrative Agent no later than (i) 10:00 A.M. three (3) Business Days prior thereto, in the case of Eurocurrency
Loans, and (ii) 10:00 A.M. on the date thereof, in the case of Weekly Reset LIBO Rate Loans, which notice shall specify the date and amount
of prepayment, the Facility to be prepaid and whether the prepayment is of Eurocurrency Loans or Weekly Reset LIBO Rate Loans; provided,
that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall
also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified
therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal
amount of $1,000,000 or a whole multiple thereof.


(b)       If,
on any day, the sum of the aggregate outstanding principal amount of the Loans hereunder and Pari Passu Indebtedness (after converting
all such amounts into the then Dollar Equivalent thereof) exceeds the then current Series 2002-1 Invested Amount outstanding under the
Series 2002-1 VFC (after giving effect to any increases or decreases therein on such day), the Borrower shall prepay Loans and/or Pari
Passu Indebtedness in an amount sufficient to comply with Section 5.2(a). Any such prepayment of Loans pursuant to this Section 2.5(b)
shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any
amounts owing pursuant to Section 2.14.


(c)       If,
on any date, the Total Revolving Advances outstanding on such date exceed the Total Revolving Commitments in effect on such date, the
Borrower immediately shall prepay the outstanding Revolving Advances in the amount of such excess. If, on any date, the Total Term Advances
outstanding on such date exceed the Total Term Loan Commitments in effect on such date, the Borrower immediately shall prepay the outstanding
Term Advances in the amount of such excess. Any such prepayment pursuant to this Section 2.5(c) shall be made together with accrued interest
to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts owing pursuant to Section 2.14.


(d)       Except
as provided in Section 6, if the Borrower prepays any Loans under this Section 2.5 but fails to specify the applicable Facility and/or
Loans that the Borrower intends to prepay, then such prepayment shall be applied, first, to Revolving Advances, second,
to Term Advances and, third, to other Obligations in such order as the Administrative Agent may determine in its sole discretion,
and all such prepayments made under the applicable Facility shall first be applied to Weekly Reset LIBO Rate Loans, then to Eurocurrency
Loans on a pro rata basis (and, among such Eurocurrency Loans, first to those with the earliest expiring Interest Periods).






    	 	28 	 



     


    

2.6       Conversion
and Continuation Options.


(a)       The
Borrower may elect from time to time to convert Eurocurrency Loans to Weekly Reset LIBO Rate Loans by giving the Administrative Agent
prior irrevocable notice of such election no later than 10:00 A.M. on the Business Day preceding the proposed conversion date, provided
that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert Weekly Reset LIBO Rate Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable
notice of such election no later than 10:00 A.M. on the third (3rd) Business Day preceding the proposed conversion date (which notice
shall specify the length of the initial Interest Period therefor), provided that no Weekly Reset LIBO Rate Loan may be converted into
a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have
determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall
promptly notify each relevant Lender thereof.


(b)       Any
Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower
giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period”
set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency
Loan may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required
Lenders have determined in its or their sole discretion not to permit such continuations, and provided, further, that if
the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant
to the preceding proviso, any such Eurocurrency Loans shall be automatically converted to Weekly Reset LIBO Rate Loans on the last day
of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender
thereof.


2.7      Limitations
on Eurocurrency Borrowings. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations
of Eurocurrency Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that,
after giving effect thereto, (a) the aggregate principal amount of the Eurocurrency Loans comprising each Eurocurrency Borrowing
shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (b) no more than ten (10) Eurocurrency Borrowings
shall be outstanding at any one time.


2.8       Interest
Rates and Payment Dates.


(a)       Each
Eurocurrency Loan made under each Facility shall bear interest for each day during each Interest Period with respect thereto at a rate
per annum equal to (i) the Adjusted LIBO Rate determined for such day, plus (ii) the Applicable Margin for such Facility.


(b)       Each
Weekly Reset LIBO Rate Loan under each Facility shall bear interest at a rate per annum equal to (i) the Weekly Reset LIBO Rate, plus
(ii) the Applicable Margin for such Facility.


(c)       During
the continuance of an Event of Default, all outstanding Loans (whether or not overdue) shall bear interest at a rate per annum equal to
the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2%. If all or a portion
of any interest payable on any Loan or other amount payable hereunder (other than any amount to which the preceding sentence is applicable)
shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at
a rate per annum equal to the rate then applicable to Weekly Reset LIBO Rate Loans plus 2% from the date of such non-payment
until such amount is paid in full (as well after as before judgment).






    	 	29 	 



     


    

(d)       Interest
shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall
be payable from time to time on demand.


2.9       Computation
of Interest and Fees.


(a)       Interest
and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect
to Weekly Reset LIBO Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall
be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall
as soon as practicable notify the Borrower and the relevant Lenders of each determination of an Adjusted LIBO Rate. Any change in the
interest rate on a Loan resulting from a change in the Weekly Reset LIBO Rate or the Statutory Reserve Rate shall become effective as
of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify
the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.


(b)       Each
determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding
on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver
to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Sections
2.8(a) and 2.8(b).


2.10       Inability
to Determine Interest Rate. Subject to Section 2.19, if prior to the first day of any Interest Period (with respect to a Eurocurrency
Borrowing) or the first Business Day of any week (with respect to a Weekly Reset LIBO Rate):


(a)       the
Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error)
that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate
required to determine the applicable Adjusted LIBO Rate or Weekly Reset LIBO Rate; or


(b)       the
Administrative Agent shall have received notice from the Required Lenders that the LIBO Rate required to determine the applicable Adjusted
LIBO Rate or Weekly Reset LIBO Rate (i) will not adequately and fairly reflect the cost to such Lenders (as conclusively certified
by such Lenders) of making or maintaining their affected Loans or (ii) Dollar deposits are not being offered to banks in the London
interbank eurodollar market for the applicable amount and Interest Period,


the Administrative Agent shall give facsimile
or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (w) any
Eurocurrency Loans requested to be made on the first day of such Interest Period shall be made as Weekly Reset LIBO Rate Loans, (x) any
Loans that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as Weekly Reset
LIBO Rate Loans, (y) any outstanding Eurocurrency Loans shall be converted, on the last day of the then-current Interest Period or earlier
as determined by the Administrative Agent in its discretion, to Weekly Reset LIBO Rate Loans, and (z) the Weekly Reset LIBO Rate
shall be the Prime Rate, as provided in the definition of “Weekly Reset LIBO Rate” in Section 1.1. Until such notice has been
withdrawn by the Administrative Agent, no further Eurocurrency Loans shall be made or continued as such, nor shall the Borrower have the
right to convert Loans to Eurocurrency Loans.






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2.11       Pro
Rata Treatment and Payments.


(a)       Pro
Rata Treatment.


(i)       Each
Borrowing under the Revolving Credit Facility by the Borrower from the Revolving Lenders hereunder shall be made pro rata according
to the respective Revolving Commitments of the Revolving Lenders. Any reduction of the Revolving Commitments of the Revolving Lenders
shall be made pro rata according to the respective Revolving Commitments of the Revolving Lenders. Each payment by the Borrower on account
of any revolving commitment fee with respect to any period shall be made pro rata according to the respective average daily Available
Revolving Commitments of the Revolving Lenders for such period; provided, that the Borrower shall not be obligated to pay any revolving
commitment fee owed to a Revolving Lender with respect to any period during which such Revolving Lender became a Defaulting Lender and
such Defaulting Lender’s Available Revolving Commitment shall not be included in the calculation of the revolving commitment fees
owed to the Revolving Lenders that are not Defaulting Lenders during such period.


(ii)       Each
Borrowing under the Term Loan Facility by the Borrower from the Term Lenders hereunder shall be made pro rata according to the
respective Term Loan Commitments of the Term Lenders. Each payment by the Borrower on account of any term loan commitment fee with respect
to any period shall be made pro rata according to the respective average daily Available Term Loan Commitments of the Term Lenders for
such period; provided, that the Borrower shall not be obligated to pay any term loan commitment fee owed to a Term Lender with respect
to any period during which such Term Lender became a Defaulting Lender and such Defaulting Lender’s Available Term Loan Commitment
shall not be included in the calculation of the term loan commitment fees owed to the Term Lenders that are not Defaulting Lenders during
such period.


(b)       Payments.


(i)       Each
payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Advances shall be made pro
rata according to the respective outstanding principal amounts of the Revolving Advances then held by the Revolving Lenders.


(ii)       Each
payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Advances shall be made pro rata
according to the respective outstanding principal amounts of the Term Advances then held by the Term Lenders.






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(c)       All
payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 12:00 Noon on the due date thereof to the Administrative Agent, for
the account of the applicable Lenders, at the Funding Office, in immediately available funds. Payments and prepayments of all amounts
hereunder shall be made in Dollars. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt
in like funds as received. If any payment hereunder (other than payments on the Eurocurrency Loans) becomes due and payable on a day other
than a Business Day, such payment shall be extended to the next succeeding Business Day, except that payments shall be due on the Business
Day preceding the Maturity Date if the Maturity Date is not a Business Day. If any payment on a Eurocurrency Loan becomes due and payable
on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding
Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall
be payable at the then applicable rate during such extension.


(d)       Unless
the Administrative Agent shall have been notified in writing by any Lender prior to the Borrowing Time on a Borrowing Date that such Lender
will not make the amount that would constitute its share of such borrowing on such date available to the Administrative Agent, the Administrative
Agent may assume that such Lender has made such amount available to the Administrative Agent on such Borrowing Date, and the Administrative
Agent may, but shall not be so required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If
such amount is not made available to the Administrative Agent by the required time on such Borrowing Date, and if the Administrative Agent
makes such corresponding amount available to the Borrower, then such Lender shall pay to the Administrative Agent, on demand, such amount
with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately
available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing
under this paragraph shall be conclusive in the absence of manifest error. If the Administrative Agent makes such Lender’s share
of such borrowing available to the Borrower, and if such Lender’s share of such borrowing is not made available to the Administrative
Agent by such Lender within three (3) Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover
such amount with interest thereon at the rate per annum applicable to Weekly Reset LIBO Rate Loans, on demand, from the Borrower. The
failure of any Lender to make any Loan on any Borrowing Date shall not relieve any other Lender of its obligation hereunder to make a
Loan on such Borrowing Date pursuant to the provisions contained herein, but no Lender shall be responsible for the failure of any other
Lender to make the Loan to be made by such other Lender on any Borrowing Date, and nothing in this Section 2.11(d) or elsewhere in
this Agreement or any other Loan Document shall be deemed to require the Administrative Agent (or any other Lender) to advance funds on
behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that
the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.


(e)       Unless
the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower
hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower
is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available
to the relevant Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative
Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand,
from each relevant Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon
at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the
Administrative Agent or any Lender against the Borrower.






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2.12       Increased
Costs.


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


(i)       shall
subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or on any Loan made by it;


(ii)       shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits
or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by,
any office of any Lender that is not otherwise included in the determination of the Adjusted LIBO Rate or Weekly Reset LIBO Rate; or


(iii)       shall
impose on any Lender or the London interbank market any other condition cost or expense (other than Taxes) affecting this Agreement or
Loans made by such Lender;


and the result of any of the foregoing
is to increase the cost to such Lender or such other Recipient, by an amount that such Lender deems to be material, of making, converting
into, continuing or maintaining any Loans or of maintaining its obligation to make any such Loan (other than Weekly Reset LIBO Rate Loans
determined by reference to the Prime Rate) or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the
Borrower shall promptly pay such Lender or other Recipient, upon its demand, any additional amounts necessary to compensate such Lender
or other Recipient for such increased cost or reduced amount receivable. If any Lender or other Recipient becomes entitled to claim any
additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the
event by reason of which it has become so entitled.


(b)       Capital
Requirements. If any Lender shall have determined that any Change in Law regarding capital or liquidity adequacy or in the interpretation
or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have
the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations
hereunder to a level below that which such Lender or such corporation could have achieved but for such Change in Law (taking into consideration
such Lender’s or such corporation’s policies with respect to capital adequacy by an amount determined by such Lender to be
material), then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written
request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation
for such reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any
amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim
compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then
such six-month period shall be extended to include the period of such retroactive effect.






    	 	33 	 



     


    

(c)       Certificates
for Reimbursement. A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower
(with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The Borrower shall pay such Lender the
amount shown as due on any such certificate within 10 days after receipt thereof. The obligations of the Borrower pursuant to
this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


(d)       Certain
Changes in Requirements of Law. Notwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements
and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in
connection therewith or in implementation thereof, shall in each case be deemed to be a change in Requirements of Law, regardless of the
date enacted, adopted, issued or implemented.


2.13       Taxes.


(a)       Payments
Free of Taxes. All payments made by or on behalf of the Borrower under this Agreement or any other Loan Document shall be made free
and clear of, and without deduction or withholding for or on account of, any Taxes; provided, that if any Taxes are required to be deducted
or withheld from any amounts payable to the Administrative Agent or any Lender, as determined in good faith by the applicable Withholding
Agent, (x) 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 (y) if such Tax is an Indemnified Tax,
then the sum payable by the Borrower to a Recipient shall be increased to the extent necessary so that after such deduction or withholding
has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the applicable Recipient
receives an amount equal to the sum it would have received had no such withholding or deduction been made.


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


(c)       Evidence
of Payments. Whenever any Indemnified Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower
shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified
copy of an original official receipt received by the Borrower showing payment thereof, a copy of the tax return reporting such payment
or other evidence of such payment reasonably satisfactory to the Administrative Agent.


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






    	 	34 	 



     


    

(e)       Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for
(i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower 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 8.6(b) relating to the maintenance of a Participant Register and
(iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection
with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative
Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).


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


(i)       Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower,


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






    	 	35 	 



     


    

(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 about the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following
is applicable:


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


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


(3)       in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank” within the
meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B)
of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable; or


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


(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 about 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






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(D)       if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the
Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and
at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower
or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA
and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to
deduct and withhold from such payment. Solely for purposes of this paragraph (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 as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this
Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under
this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified
party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying
party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (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 paragraph (g),
in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (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 Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This paragraph 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.


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






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2.14       Indemnity.
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain
or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurocurrency
Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the
Borrower in making any prepayment of or conversion from Eurocurrency Loans after the Borrower has given a notice thereof in accordance
with the provisions of this Agreement, (c) the making of a prepayment of Eurocurrency Loans on a day that is not the last day of an Interest
Period with respect thereto or (d) the assignment of any Eurocurrency Loan other than on the last day of an Interest Period with respect
thereto as the result of a request by the Borrower pursuant to Section 2.17(a); provided, however, that the Borrower
shall not be obligated to indemnify a Defaulting Lender for any such loss or expense (incurred while such Lender was a Defaulting Lender)
related to the prepayment or assignment of any Eurocurrency Loan owed to such Defaulting Lender. Such indemnification may include an amount
equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted
or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such
Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date
of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable
Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued
to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurocurrency
market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in
the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.


2.15       Change
of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.12 or 2.13(a)
with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of
such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of
such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its
lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section
shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.12 or 2.13(a).


2.16       Illegality.
If, after the date of this Agreement, the introduction of, or any change in, any applicable law, rule or regulation or in the interpretation
or administration thereof by any Governmental Authority shall, in the reasonable opinion of counsel to any Lender, make it unlawful for
such Lender to make or maintain any Eurocurrency Loan, then such Lender may, by notice to the Borrower (with notice to the Administrative
Agent), immediately declare that such Eurocurrency Loan shall be due and payable. The Borrower shall repay any such Eurocurrency Loan
declared so due and payable in full on the last day of the Interest Period applicable thereto or earlier if required by law, together
with accrued interest thereon. Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which such Lender
has knowledge which would entitle it to repayment pursuant to this Section 2.16 and will use its reasonable efforts to mitigate the effect
of any event if, in the sole and absolute opinion of such Lender, such efforts will avoid the need for such prepayment and will not be
otherwise disadvantageous to such Lender.






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2.17       Replacement
of Lenders.


(a)       The
Borrower shall be permitted to replace any Lender that requests reimbursement for amounts owing pursuant to Section 2.12 or 2.13(a)
with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii)
no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender
shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12
or 2.13(a), (iv) the replacement financial institution shall purchase, at par, in immediately available funds, all Loans and other amounts
owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section
2.14 if any Eurocurrency Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating
thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent,
(vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 8.6 (provided that
the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viii) the Borrower shall remain liable
to such replaced Lender for all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the case may be.


(b)       The
Borrower shall be permitted to replace any Defaulting Lender with a replacement financial institution; provided that (i) such replacement
does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement,
(iii) the replacement financial institution shall purchase, at par, in immediately available funds, all Loans and other amounts owing
to such replaced Lender on or prior to the date of replacement, (iv) the replacement financial institution, if not already a Lender, shall
be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance
with the provisions of Section 8.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred
to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative
Agent or any other Lender shall have against the replaced Lender.


2.18       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, to the extent permitted by applicable law:


(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 Section 8.1(b).


(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 Section 6 or otherwise) or received by the Administrative
Agent from a Defaulting Lender pursuant to Section 8.7 shall be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second,
as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; 



    	 	39 	 



     


    

third,
if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy
such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the
payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so
long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court
of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach
of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such
Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth
in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a
pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the
Lenders pro rata in accordance with the Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender
that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section shall be deemed paid to and redirected
by such Defaulting Lender, and each Lender irrevocably consents hereto.


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


(b)       Defaulting
Lender Cure. If the Borrower and the Administrative agree in writing that a Lender is no longer a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set
forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take
such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in
accordance with the Commitments, 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 having
been a Defaulting Lender.


2.19       Benchmark
Replacement Setting. Notwithstanding anything to the contrary herein or in any other Loan Document:


(a)       Replacing
LIBO Rate. On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBO Rate’s
administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of 1-month,
3-month, 6-month and 12-month LIBO Rate tenor settings. On the earlier of (i) the date that all Available Tenors of LIBO Rate have either
permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication
of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is LIBO Rate, the
Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of
such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this
Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on each
Interest Payment Date with respect to Weekly Reset LIBO Rate Loans in accordance with Section 2.8, unless such interest is sooner paid
in accordance with Section 2.5 or otherwise.






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(b)       Replacing
Future Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark
for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 3:00 p.m. on the fifth (5th)
Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action
or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such
time, written notice of objection to such Benchmark Replacement from the Required Lenders. At any time that the administrator of the then-current
Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor
for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the
underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the
Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would
bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark
Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request
for a borrowing of or conversion to Weekly Reset LIBO Rate Loans. During the period referenced in the foregoing sentence, the Weekly Reset
LIBO Rate shall be the Prime Rate as set forth in the definition of “Weekly Reset LIBO Rate”.


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


(d)       Notices;
Standards 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 Benchmark Replacement Conforming Changes. 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, 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 hereto, except, in each case, as expressly required
pursuant to this Section 2.19.


(e)       Unavailability
of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current
Benchmark is a term rate (including Term SOFR or LIBO Rate), then the Administrative Agent may remove any tenor of such Benchmark that
is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate
any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.






    	 	41 	 



     


    

(f)       Flip
Forward. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph,
if a Term SOFR Transition Event and its related Term SOFR Transition Event Effective Date has occurred prior to the Reference Time in
respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark
for all purposes hereunder or 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; provided that,
this Section 2.19(f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term
SOFR Notice. Notwithstanding anything contained herein to the contrary, the Administrative Agent shall not be required to deliver a Term
SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole discretion. For the avoidance of doubt, any
applicable provisions set forth in this Section 2.19 shall apply with respect to any Term SOFR transition pursuant to this Section
2.19(f) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions
set forth in Section 2.19(c).


SECTION 3.      REPRESENTATIONS AND WARRANTIES


To induce the Administrative
Agent and the Lenders to enter into this Agreement and to make the Loans, the Borrower hereby represents and warrants to the Administrative
Agent and each Lender that:


3.1       No
Change. Since December 31, 2020, there has been no development or event that has had or could reasonably be expected to have a Material
Adverse Effect.


3.2       Existence;
Compliance with Law. The Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization, (b) has the power and authority, and the legal right, to own and operate its property and to conduct the business
in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction
where its ownership or operation of property or the conduct of its business requires such qualification, except where the failure to be
so duly qualified could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of
Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.


3.3       Power;
Authorization; Enforceable Obligations. The Borrower has the power and authority, and the legal right, to make, deliver and perform
the Loan Documents to which it is a party and to obtain Loans hereunder. The Borrower has taken all necessary organizational action to
authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans on the terms
and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the Loans hereunder or with the execution, delivery, performance, validity
or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings
and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full
force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower.
This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid
and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).






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3.4       No
Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower is a party,
the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of
the Borrower and will not result in, or require, the creation or imposition of any Lien (other than any Borrower Permitted Lien) on any
of the Borrower’s properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation. No Requirement of
Law or Contractual Obligation applicable to the Borrower could reasonably be expected to have a Material Adverse Effect.


3.5       Litigation.
No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the
Borrower, threatened by or against the Borrower or against any of its properties or revenues (a) with respect to any of the Loan Documents
to which the Borrower is a party or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to
have a Material Adverse Effect.


3.6       No
Default. The Borrower is not in default under or with respect to any of its Contractual Obligations in any respect that could reasonably
be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.


3.7       Ownership
of Property; Liens. The Borrower has good title to all its property, and none of such property is subject to any Lien other than Borrower
Permitted Liens.


3.8       Taxes.
The Borrower has filed or caused to be filed all federal, state and other material Tax returns that are required to be filed and has paid
all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes,
fees or other charges imposed on it or any of its property by any Governmental Authority (other than any Taxes, fees or other charges
the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves
in conformity with GAAP have been provided on the books of the Borrower). No Tax Lien (other than any Borrower Permitted Lien) has been
filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such Tax, fee or other charge.


3.9       Federal
Regulations. 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, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds
of any Loan hereunder will be used to buy or carry any Margin Stock. Following the application of the proceeds of each Borrowing, 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)
will be Margin Stock. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred
to in Regulation U.


3.10       Investment
Company Act; Other Regulations. The Borrower is not an “investment company”, or a company “controlled” by
an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. The Borrower is not subject
to regulation under any Requirement of Law (other than Regulation X) that limits its ability to incur Indebtedness.


3.11       No
Subsidiaries. The Borrower has no direct or indirect Subsidiaries.


3.12       Use
of Proceeds. The proceeds of all Loans made hereunder shall be used solely to (a) restate or refinance the outstanding loans
and other obligations under the Prior Credit Agreement and repay in full the outstanding loans and other obligations under the 364-Day
Credit Agreement, (b) make advances under the Series 2002-1 VFC, (c) repay Permitted Indebtedness outstanding from time to time,
(d) pay fees, costs and expenses incurred in connection with this Agreement and any Pari Passu Indebtedness, and (e) provide
working capital from time to time for the Borrower, the Guarantor and its Subsidiaries, and for other general corporate purposes, including
without limitation to support the Guarantor’s and its Subsidiaries’ (including the Borrower’s) agricultural export businesses.






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3.13       Solvency.
Each Loan Party is, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith
and therewith will be and will continue to be, Solvent.


3.14       Limited
Purpose. The Borrower is a single purpose entity that was formed for the sole purpose of (a) holding the Series 2002-1 VFC, (b) borrowing
under the Commitments hereunder, (c) incurring Pari Passu Indebtedness and (d) entering into Hedge Agreements in connection
with the Commitments hereunder and such Pari Passu Indebtedness. Other than cash derived from Hedge Agreements and distributions of Series
2002-1 Accrued Interest and Series 2002-1 Invested Amount to the Borrower under the Series 2002-1 VFC, which cash shall be used by the
Borrower solely to make interest, principal and premium (if any) payments under this Agreement and under any Pari Passu Indebtedness and
to pay for its reasonable operating expenses (and, in the case of cash derived from Hedge Agreements, to make advances under the Series
2002-1 VFC), the Series 2002-1 VFC is the sole asset of the Borrower.


3.15       Financial
Condition. The balance sheet of the Borrower as at December 31, 2020 and the related statements of income for the fiscal
year ended on such date, reported on by the Borrower’s independent public accountants, copies of which have heretofore been furnished
to the Administrative Agent, are complete and correct, in all material respects, and present fairly the financial condition of the Borrower
as at such date, and the results of operations for the fiscal year then ended. Such financial statements, including any related schedules
and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved
by the external auditors and as disclosed therein, if any).


3.16       Sanctions.


(a)       The
Borrower is, to the extent applicable, in compliance with Sanctions and with the Foreign Corrupt Practices Act of 1977, as amended, and
the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption law, in all material respects.


(b)       The
Borrower is not, and no director or senior officer of the Borrower is, any of the following:


(i)       a
Restricted Person;


(ii)      a
Person owned 50% or more or controlled by, or acting on behalf of, any Restricted Person; or


(iii)    a
Person that commits, threatens or conspires to commit or support “terrorism” as defined in the Executive Order.


3.17       Financial
Institutions. The Borrower is not an Affected Financial Institution and is not the subject of a Bail-In Action.






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3.18       Beneficial
Ownership. The information provided in each Beneficial Ownership Certification most recently delivered to each Lender is true and
correct in all respects.


SECTION 4.CONDITIONS PRECEDENT


4.1       Conditions
to Effectiveness. The obligation of each Lender to make any Loans hereunder is subject to the satisfaction of the following conditions
(and, in the case of each document specified in this Section to be received by the Administrative Agent, such document shall be in form
and substance satisfactory to the Administrative Agent and each Lender):


(a)       Credit
Agreement; Notes; Guaranty Agreement. The Administrative Agent shall have received (i) this Agreement executed and delivered by the
Administrative Agent, the Borrower and each Person listed on Schedule 1.1; (ii) such Notes, executed and delivered by the Borrower,
as may be requested by any Lender; and (iii) the Guaranty Agreement, executed and delivered by the Guarantor.


(b)       Series
2002-1 VFC. The conditions set forth in Section 8.01 of the Series 2002-1 Supplement shall have been satisfied, and the Series 2002-1
VFC shall have been issued and delivered to the Borrower pursuant to the Series 2002-1 Supplement. In addition, the Administrative Agent
shall have received a Responsible Officer’s certificate, dated the Closing Date, certifying as to the foregoing matters and attaching
true and correct copies of the documents delivered pursuant to Section 8.01 of the Series 2002-1 Supplement (including without limitation
the Series 2002-1 Supplement, the Pooling Agreement and the Servicing Agreement).


(c)       Fees.
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been
presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date.


(d)       Closing
Certificates; Good Standing Certificates. The Administrative Agent shall have received (i) a Responsible Officer’s certificate
of the Borrower, dated the Closing Date, substantially in the form of Exhibit B-1, and a secretary’s certificate of the Borrower,
dated the Closing Date, substantially in the form of Exhibit B-2, with appropriate insertions and attachments satisfactory in form and
substance to the Administrative Agent, including (A) the certificate of incorporation of the Borrower, certified by the relevant authority
of the jurisdiction of organization of the Borrower, and the bylaws of the Borrower, (B) Board of Directors resolutions in respect of
the Loan Documents to which the Borrower is a party, and (C) incumbency certificates with respect to the Borrower, (ii) a Responsible
Officer’s certificate of the Guarantor, dated the Closing Date, substantially in the form of Exhibit B-3, and a certificate of the
secretary or assistant secretary of the Guarantor, dated the Closing Date, substantially in the form of Exhibit B-4, with appropriate
insertions and attachments satisfactory in form and substance to the Administrative Agent, including (A) the certificate of incorporation
and memorandum of association of the Guarantor and the bye-laws of the Guarantor, (B) Board of Directors resolutions in respect of the
Loan Documents to which the Guarantor is a party, and (C) incumbency certificates with respect to the Guarantor, and (iii) a good
standing certificate (or similar certificate) for each of the Borrower and the Guarantor from their respective jurisdictions of organization.


(e)       Legal
Opinions. The Administrative Agent shall have received the following executed legal opinions, each dated as of the Closing Date:


(i)       the
legal opinion of Reed Smith LLP, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of
Exhibit C-1; and






    	 	45 	 



     


    

(ii)       the
legal opinion of Conyers Dill & Pearman Limited, special Bermuda counsel to the Guarantor, substantially in the form of Exhibit C-2.


Each such legal opinion shall cover such
other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.


(f)       Representations
and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true
and correct in all material respects as of the date hereof (unless any representations and warranties expressly relate to an earlier date,
in which case they shall have been true and correct in all material respects as of such date); provided that, any representation or warranty
already qualified by materiality shall be true and correct in all respects as of such date.


(g)       Compliance
with Laws. The Administrative Agent shall have received evidence reasonably satisfactory to it that the business conducted and proposed
to be conducted by the Borrower and the Guarantor is in compliance with all applicable laws and regulations and that all registrations,
filings and licenses and/or consents required to be obtained by the Borrower or the Guarantor, as the case may be, in connection therewith
have been made or obtained and are in full force and effect, except to the extent that the failure to comply with the foregoing could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.


(h)       No
Series 2002-1 Early Amortization Event or Potential Series 2002-1 Early Amortization Event. No Series 2002-1 Early Amortization Event
or Potential Series 2002-1 Early Amortization Event shall have occurred and be continuing.


(i)       Guarantor
Financials. The Administrative Agent shall have received (i) audited consolidated financial statements of the Guarantor for its fiscal
year ended December 31, 2020, and (ii) unaudited consolidated financial statements for its fiscal quarter ended June 30, 2021.


(j)       Guarantor,
Master Trust and Borrower Rating. The Administrative Agent shall have received evidence reasonably satisfactory to it that the Guarantor’s
long-term unsecured debt rating or senior implied rating, as applicable, is at least “BBB-” by S&P and either the Master
Trust’s or the Borrower’s long-term unsecured debt rating is at least “Baa3” by Moody’s.


(k)       Beneficial
Ownership. At least five Business Days prior to the Closing Date (or such later date as may be agreed to by the Administrative Agent
but in no event later than the Closing Date), the Administrative Agent shall have received the Beneficial Ownership Certification, all
W-9s and other documentation and information requested by (or on behalf of) any Lender in order to comply with requirements of applicable
“know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership
Regulation (provided, that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set
forth in this clause (k) shall be deemed to be satisfied).


(l)       No
Default. No Default or Event of Default shall have occurred and be continuing under this Agreement, the Prior Credit Agreement or
the 364-Day Credit Agreement on the Closing Date or after giving effect to the Loans requested to be made on the Closing Date.


(m)       364-Day
Credit Agreement. The Administrative Agent shall have received evidence that, on the Closing Date, all outstanding obligations under
the 364-Day Credit Agreement will have been paid in full.






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4.2       Conditions
to Each Loan. The agreement of each Lender to make any Loan requested to be made by it on any date (including the Closing Date) is
subject to the satisfaction of the following conditions precedent:


(a)       Representations
and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true
and correct in all material respects on and as of such date as if made on and as of such date (unless any representations and warranties
expressly relate to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date);
provided that, any representation or warranty already qualified by materiality shall be true and correct in all respects as of such date.


(b)       No
Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Loans requested
to be made on such date.


(c)       No
Series 2002-1 Early Amortization Event or Potential Series 2002-1 Early Amortization Event. No Series 2002-1 Early Amortization Event
or Potential Series 2002-1 Early Amortization Event shall have occurred and be continuing on such date or after giving effect to the Loans
requested to be made on such date.


Each Borrowing by the Borrower hereunder shall
constitute a representation and warranty by the Borrower as of the date of such Loan that the conditions contained in this Section 4.2
have been satisfied.


SECTION 5.      COVENANTS


While this Agreement is
in effect (i.e., until all Obligations have been paid in full and the Lenders no longer have any Commitments hereunder), the Borrower
agrees that:


5.1       Affirmative
Covenants. The Borrower shall:


(a)       Provide
the Administrative Agent all information that the Administrative Agent may reasonably request in writing concerning the business of the
Borrower within a reasonable period of time considering the nature of the request; provided that with respect to any information
relating to an annual audited report, the same may be delivered within one hundred and twenty (120) calendar days after the end of the
Borrower’s fiscal year.


(b)       Furnish
or cause to be furnished to the Administrative Agent prompt written notice of the filing or commencement of any litigation, investigation
or proceeding of or before any arbitrator or Governmental Authority against or affecting the Borrower that could reasonably be expected
to result in a Material Adverse Effect.


(c)       Furnish
or cause to be furnished to the Administrative Agent in sufficient number for each Lender, copies of all (i) Daily Reports prepared by
the Servicer pursuant to Section 5.1(o), (ii) notices of Series 2002-1 Early Amortization Events and (iii) Monthly Settlement Statements;
provided that the documents set forth in clauses (i) and (iii) above shall be provided only upon the request of the Administrative
Agent or the Required Lenders.


(d)       Take
all actions necessary to ensure that all Taxes and other governmental claims in respect of the Borrower’s operations and assets
are promptly paid when due, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings
and reserves to the extent required by GAAP with respect thereto have been provided on the books of the Borrower.






    	 	47 	 



     


    

(e)       Comply
with all Requirements of Law except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect
on its ability to perform its obligations under the Loan Documents; and comply in all material respects with Sanctions.


(f)       Advise
the Administrative Agent of the occurrence of each Default or Event of Default as promptly as practicable after the Borrower becomes aware
of any such Default or Event of Default.


(g)       Furnish
to the Administrative Agent in sufficient number for each Lender as soon as available, but in any event within one hundred and twenty
(120) days after the end of each fiscal year of the Borrower, audited financial statements consisting of the balance sheet of the Borrower
as of the end of such year and the related statements of income and retained earnings and statements of cash flow for such year, setting
forth in each case in comparative form the corresponding figures for the previous fiscal year, certified by independent certified public
accountants satisfactory to the Administrative Agent to the effect that such financial statements fairly present in all material respects
the financial condition and results of operations of the Borrower in accordance with GAAP consistently applied.


(h)       Furnish
to the Administrative Agent as soon as available but in any event within sixty (60) days after the end of each of the first three quarters
for each fiscal year of the Borrower, unaudited financial statements consisting of a balance sheet of the Borrower as at the end of such
quarter and a statement of income and retained earnings and of cash flow for such quarter, setting forth (in the case of financial statements
furnished for calendar quarters subsequent to the first full calendar year of the Borrower) in comparative form the corresponding figures
for the corresponding quarter of the preceding fiscal year.


(i)       Furnish,
or cause to be furnished, to the Administrative Agent together with the financial statements required pursuant to clause (g) and clause
(h) a certificate of a Responsible Officer of the Borrower stating (i) that the attached financial statements have been prepared in accordance
with GAAP and accurately reflect the financial condition of the Borrower, (ii) that the Borrower is in compliance with Section 5.1(k)
and (iii) all information and calculations necessary for determining compliance by the Borrower with Section 5.2(a) as of the last day
of the fiscal quarter or fiscal year of the Borrower, as the case may be.


(j)       (i)
Except as otherwise permitted by the Loan Documents, preserve, renew and keep in full force and effect its corporate existence and (ii)
take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business.


(k)       (i)
Use the proceeds from the Loans hereunder solely as represented in Section 3.12, and (ii) either (1) use the proceeds from any Pari
Passu Indebtedness to make advances under the Series 2002-1 VFC, (2) use the proceeds from any Pari Passu Indebtedness to repay Permitted
Indebtedness outstanding from time to time or (3) use the proceeds from any Pari Passu Indebtedness to pay expenses incurred in connection
with this Agreement and any such Pari Passu Indebtedness.






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(l)       Provide
notice to the Administrative Agent:


(i)       promptly
and in any event within ten (10) days after the Borrower or any of its ERISA Affiliates knows or has reason to know that any ERISA Event
has occurred, a statement of the Chief Financial Officer of the Borrower or such ERISA Affiliate describing such ERISA Event and the action,
if any, that the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto;


(ii)       promptly
and in any event within two (2) Business Days after receipt thereof by the Borrower or any of its ERISA Affiliates, copies of each notice
from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan;


(iii)       promptly
and in any event within five (5) Business Days after receipt thereof by the Borrower or any of its ERISA Affiliates from the sponsor of
a Multiemployer Plan, copies of each notice concerning (A) the imposition of Withdrawal Liability by any such Multiemployer Plan, (B)
the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (C) the amount of liability
incurred, or that may be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (A) or (B)
above; and


(iv)       promptly
and in any event within five (5) Business Days after receipt thereof by the Borrower or any of its ERISA Affiliates, copies of (A) any
documents described in Section 101(k) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer
Plan, and (B) any notices described in Section 101(l) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect
to any Multiemployer Plan; provided, that if the Borrower or the applicable ERISA Affiliate has not requested such documents or notices
from the administrator or sponsor of the applicable Multiemployer Plan, upon the request of the Administrative Agent, which request shall
not be more frequent than once during any twelve (12) month period, the Borrower or applicable ERISA Affiliate shall promptly make a request
for such documents or notices and shall provide copies of such documents and notices promptly and in any event within five (5) Business
Days after receipt thereof.


(m)       On
each day after the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents
have become due and payable (whether at the stated maturity, by acceleration, or otherwise), give the notice contemplated by Section 2.06
of the Series 2002-1 Supplement, such notice to specify an amount equal to the lesser of (i) the funds on deposit in the Series 2002-1
Collection Subaccount on such day and (ii) the outstanding principal amount of the Loans (with accrued interest thereon) and all
other amounts owing under this Agreement and the other Loan Documents.


(n)       At
the direction of the Administrative Agent or the Required Lenders, exercise its right under Section 8.14 of the Pooling Agreement to direct
the Trustee under the Master Trust when the Lenders are affected by the conduct of any proceeding or the exercise of any right conferred
on the Trustee under the Master Trust.


(o)       On
each Business Day on which a Loan is made, cause the Servicer to submit a Daily Report to the Borrower and to the Trustee under the Master
Trust no later than 12:00 (Noon), New York City time, setting forth the information required by Section 4.01 of the Servicing Agreement.






    	 	49 	 



     


    

(p)       Promptly
upon a Responsible Officer of the Borrower becoming aware that the Borrower has received formal notice that it has become subject to any
action or investigation under any Sanctions, the Borrower shall, to the extent permitted by law, supply to the Administrative Agent details
of any such action or investigation.


(q)       Upon
the reasonable request of the Administrative Agent, the Borrower shall provide to the Administrative Agent the information so requested,
to extent such information is available to the Borrower, in connection with applicable “know your customer” and anti-money-laundering
rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation, in each case in accordance with the Borrower’s
past practices.


(r)       Promptly
following any change in the information provided in the Beneficial Ownership Certification most recently delivered to the Administrative
Agent or any Lender, provide notice to the Administrative Agent and the Lenders of any change in the information provided in the Beneficial
Ownership Certification that would result in a change to the list of beneficial owners identified in such certification.


5.2       Negative
Covenants. The Borrower will not:


(a)       Permit
the Series 2002-1 Allocated Loan Amount to be less than the arithmetic product of:


(i)       adding
(A) the aggregate principal amount of and accrued interest on all Loans outstanding hereunder and (B) all other Pari Passu Indebtedness
outstanding (including any net payment obligations of the Borrower related to Hedge Agreements, but excluding all Hedge Termination Amounts
due and owing by the Borrower); and deducting therefrom


(ii)       the
aggregate Dollar Equivalent amount of any Master Trust Approved Currencies (including any net receipts from Hedge Agreements, but excluding
any Hedge Termination Amounts received by the Borrower) on deposit in any Borrower Account or the Series 2002-1 Collection Subaccount
(or any sub-subaccount thereof), that are unconditionally available to repay the aggregate amount of the Indebtedness and interest accrued
thereon described in the foregoing clauses (i)(A) and (B) of this Section 5.2(a) (or with respect to the Series 2002-1 Collection Subaccount
(or any sub-subaccount thereof), unconditionally available to repay the principal and accrued interest on the Series 2002-1 VFC Certificate
which Master Trust Approved Currency amounts are in turn unconditionally available to make such payments on the principal of and accrued
interest on all Loans and other Pari Passu Indebtedness described in the foregoing clauses (i)(A) and (B) of this Section 5.2(a)).


(b)       Contract
for, create, incur, assume or suffer to exist any Lien, security interest, charge or other encumbrance of any nature upon any of its property
or assets, including without limitation the Series 2002-1 VFC, whether now owned or hereafter acquired, other than Borrower Permitted
Liens.


(c)       Create,
incur, assume or suffer to exist any Indebtedness, whether current or funded, or any other liability except Permitted Indebtedness.


(d)       Except
as contemplated by the Loan Documents or the Transaction Documents, make any loan or advance or credit to, or guarantee (directly or indirectly
or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends
of, or own, purchase, repurchase or acquire (or agree contingently to do so) any assets, stock, obligations or securities of, or any other
interest in, or make any capital contribution to, any other Person.






    	 	50 	 



     


    

(e)       Enter
into any merger, consolidation, joint venture, syndicate or other form of combination with any Person, or sell, lease or transfer or otherwise
dispose of any of its assets or receivables or purchase any asset, or engage in any transaction which would result in the Borrower ceasing
to be, directly or indirectly, a wholly-owned Subsidiary of Guarantor.


(f)       Enter
into or be a party to any agreement or instrument other than the Loan Documents, the Transaction Documents to which it is a party, and
any agreement or instrument related to the incurrence of Pari Passu Indebtedness.


(g)       Enter
into or be a party to any agreement or instrument related to the incurrence of Pari Passu Indebtedness that does not include a provision
substantially to the effect set forth in Section 8.16.


(h)       Except
as permitted by any Transaction Document, make any expenditure (by long-term or operating lease or otherwise), excluding those relating
to foreclosure, for capital assets (both realty and personalty), unless such expenditure is approved in writing by the Administrative
Agent.


(i)       Engage
in any business or enterprise or enter into any material transaction other than as contemplated by the Loan Documents and the Transaction
Documents.


(j)       Amend
its certificate of incorporation or bylaws without the prior written consent of the Administrative Agent.


(k)       Amend,
supplement, waive or modify, or consent to any amendment, supplement, waiver or modification of, any Transaction Document except in accordance
with the provisions of this Section 5.2(k). Any provision of any Transaction Document may be amended, waived, supplemented, restated,
discharged or terminated with ten (10) Business Days’ prior written notice to the Administrative Agent, but without the consent
of the Administrative Agent or the Lenders; provided such amendment, waiver, supplement or restatement does not (i) render the Series
2002-1 VFC subordinate in payment to any other Series under the Master Trust or otherwise adversely discriminate against the Series 2002-1
VFC relative to any other Series under the Master Trust, (ii) reduce in any manner the amount of, or delay the timing of, distributions
which are required to be made on or in respect of the Series 2002-1 VFC, (iii) change the definition of, the manner of calculating, or
in any way the amount of, the interest of the Borrower in the assets of the Master Trust, (iv) change the definitions of “Eligible
Loans”, “Eligible Obligor”, “Series 2002-1 Allocated Loan Amount”, “Series 2002-1 Invested Amount”
or “Series 2002-1 Target Loan Amount” in Annex X or, to the extent used in such definitions, other defined terms used in such
definitions, (v) result in an Event of Default, (vi) change the ability of the Trustee to declare the Purchased Loans to be immediately
due and payable or the ability of the Administrative Agent or the Required Lenders to directly or indirectly require the Trustee to do
so, (vii) following the occurrence and during the continuation of a Mandatory CP Wind-Down Event, increase the Series 2002-1 Maximum Invested
Amount, or (viii) effect any amendment that would cause or permit the Series 2002-1 Target Loan Amount to exceed the Series 2002-1 Allocated
Loan Amount; and provided, further, that the Administrative Agent shall have received prior notice thereof together with copies of any
documentation related thereto. Any amendment, waiver, supplement or restatement of a provision of a Transaction Document (including any
exhibit thereto) of the type described in clauses (i) through (viii) above shall require the written consent of the Administrative Agent
acting at the direction of the Required Lenders.






    	 	51 	 



     


    

(l)       Grant
any powers of attorney to any Person for any purposes except where permitted by the Loan Documents.


(m)       Increase
the Series 2002-1 Invested Amount during any Payment Period.


(n)       Take
any action which would permit the Servicer to have the right to refuse to perform any of its respective obligations under the Servicing
Agreement.


(o)       Enter
into any Hedge Agreement other than Hedge Agreements entered into in the ordinary course of business to hedge or mitigate risks directly
arising from its Borrowings under this Agreement or other Pari Passu Indebtedness.


(p)       Knowingly
permit or authorize any other Person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available,
all or any part of the proceeds of the Loans or other transactions contemplated by this Agreement (i) in furtherance of an offer,
payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of
the FCPA or any other applicable anti-corruption law, (ii) to fund any trade, business or other activities involving or for the benefit
of any Restricted Person except as otherwise permitted or authorized by Sanctions or Sanctions Authorities, including, without limitation,
as authorized by OFAC general or specific license or (iii) in any other manner that would result in any of the Borrower, the Guarantor,
the Administrative Agent, a Lead Arranger, a Lender or any Person participating in the Loans being in breach of any Sanctions or becoming
a Restricted Person.


5.3       Use
of Websites.


(a)       The
Borrower may satisfy its obligation to deliver any public information to the Lenders by posting this information onto an electronic website
designated by the Borrower and the Administrative Agent (the “Designated Website”) by notifying the Administrative
Agent (i) of the address of the website together with any relevant password specifications and (ii) that such information has been
posted on the website; provided, that in any event the Borrower shall supply the Administrative Agent with one copy in paper form of any
information which is posted onto the website.


(b)       The
Administrative Agent shall supply each Lender with the address of and any relevant password specifications for the Designated Website
following designation of that website by the Borrower and the Administrative Agent.


(c)       The
Borrower shall promptly upon becoming aware of its occurrence notify the Administrative Agent if:


(i)       the
Designated Website cannot be accessed due to technical failure;


(ii)       the
password specifications for the Designated Website change;


(iii)     any
new information which is required to be provided under this Agreement is posted onto the Designated Website;






    	 	52 	 



     


    

(iv)       any
existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or


(v)       the
Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.


If the Borrower notifies the Administrative
Agent under Section 5.3(c)(i) or Section 5.3(c)(v) above, all information to be provided by the Borrower under this Agreement after the
date of that notice shall be supplied in paper form unless and until the Administrative Agent is satisfied that the circumstances giving
rise to the notification are no longer continuing.


SECTION 6.EVENTS OF DEFAULT


If any of the following
events shall occur and be continuing:


(a)       the
Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or the Borrower shall fail to pay any
interest on any Loan, fees or any other amount payable hereunder or under any other Loan Document, within three (3) days after any such
interest, fees or other amount becomes due in accordance with the terms hereof; or


(b)       any
representation or warranty made or deemed made by the Borrower or the Guarantor herein or in any other Loan Document or that is contained
in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or
any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or


(c)       the
Borrower shall default in the observance or performance of any agreement contained in Section 5.1(f), Section 5.1(j)(i) or Section 5.2
of this Agreement or the Guarantor shall default in the observance or performance of any agreement contained in Sections 8.1(c), 8.1(g)(i),
8.1(h), 8.1(i) or 8.2 of the Guaranty Agreement; or


(d)       the
Borrower or the Guarantor shall default in the observance or performance of any other agreement contained in this Agreement or any other
Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a
period of thirty (30) days after the earlier of (i) the date on which a Responsible Officer of the Borrower or the Guarantor has knowledge
of such default and (ii) the Borrower or the Guarantor receives written notice thereof from the Administrative Agent or the Required Lenders;
or


(e)       the
Borrower, BAFC, BFE or any other Investor Certificateholder that is an Affiliate of the Guarantor shall (i) default in making any payment
of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) on the scheduled or original due date
with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of
any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause,
or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause,
with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness
constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or
(iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or
conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect
to Indebtedness the outstanding Dollar Equivalent principal amount of which exceeds in the aggregate $100,000,000; provided, further,
that the immediately preceding proviso shall be deemed inapplicable at any time that any Purchased Loan shall constitute a Defaulted Loan
or shall have constituted a Delinquent Loan for a period of more than three (3) successive Business Days; or






    	 	53 	 



     


    

(f)       any
Group Member (other than the Borrower) shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee
Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment
of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such
Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness
or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a
trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become
due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided,
that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (f) shall not at any time constitute an Event
of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this
paragraph (f) shall have occurred and be continuing with respect to Indebtedness the outstanding Dollar Equivalent principal amount of
which exceeds in the aggregate $100,000,000; or


(g)       (i)
any Group Member or Bunge Funding shall commence any case, proceeding or other action (A) under any existing or future Debtor Relief Law,
seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its
assets, or any Group Member or Bunge Funding shall make a general assignment for the benefit of its creditors; or (ii) there shall be
commenced against any Group Member or Bunge Funding any case, proceeding or other action of a nature referred to in clause (i) above that
(A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded
for a period of sixty (60) days; or (iii) there shall be commenced against any Group Member or Bunge Funding any case, proceeding or other
action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its
assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending
appeal within sixty (60) days from the entry thereof; or (iv) any Group Member or Bunge Funding shall take any action in furtherance of,
or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) any
Group Member or Bunge Funding shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as
they become due; or


(h)       one
or more judgments or decrees shall be entered against any Group Member (other than the Borrower) involving in the Dollar Equivalent aggregate
a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $100,000,000
or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30)
days from the entry thereof; or






    	 	54 	 



     


    

(i)       one
or more judgments or decrees shall be entered against the Borrower involving in the Dollar Equivalent aggregate a liability (not paid
or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $50,000 or more, and all such judgments
or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; or


(j)       any
of the Loan Documents or the Transaction Documents shall cease, for any reason, to be in full force and effect or the Borrower or the
Guarantor shall so assert in writing; or


(k)       a
Change in Control of the Guarantor shall have occurred; or


(l)       the
Borrower shall become an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and shall
not be exempt from compliance under such Act;


then, and in any such event, (A) if such event
is an Event of Default specified in paragraph (g) above with respect to the Borrower or the Guarantor, then in such case automatically
the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement
and the other Loan Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, any or all
of the following actions may be taken: (1) with the consent of the Required Lenders, the Administrative Agent may, or upon the request
of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Commitments to be terminated forthwith,
whereupon the Commitments shall immediately terminate; (2) with the consent of the Required Lenders, the Administrative Agent may, or
upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the
same shall immediately become due and payable; and (3) with the consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, instruct the Borrower to, and in such
event the Borrower shall, instruct the Trustee of the Master Trust to declare the principal and accrued interest in respect of the Purchased
Loans to be due and payable (provided that, for the avoidance of doubt, the Borrower acknowledges and agrees that if it fails to give
such instructions, the Administrative Agent may do so on its behalf). Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.


After the exercise of remedies
provided for in this Section 6 (or after the Loans have become immediately due and payable as set forth in this Section 6), 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 fees, charges and
disbursements of counsel to the Administrative Agent) payable to the Administrative Agent in its capacity as such;


Second,
to payment of that portion of the Obligations constituting indemnities, expenses, and other amounts (other than principal, interest and
fees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under
Section 7), ratably among them in proportion to the amounts described in this clause Second payable to them;






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


Fifth,
to payment of all other Obligations ratably among the Administrative Agent and the Lenders in proportion to the respective amounts described
in this clause Fifth held by them; and


Last, the
balance, if any, after payment in full of all of the Obligations, to the Loan Parties or as otherwise required by law.


SECTION 7.      AGENCY


7.1       Appointment.
Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its
behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other
powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender,
and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other
Loan Document or otherwise exist against the Administrative Agent. Except as otherwise provided in Sections 7.4, 7.7(a), 7.7(b) and
7.7(c), the provisions of this Section 7 are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall
not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent”
herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. 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.


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






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7.3       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 Section 7 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent with respect to their respective activities in connection with the syndication of the Facilities provided under this
Agreement 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.


7.4       Exculpatory
Provisions.


(a)       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:


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


(ii)       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


(iii)       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.


(b)       The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 6 and 8.1), or (ii) in the absence of its own gross negligence
or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.


(c)       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 Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.






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


7.6       Notice
of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of
Default unless the Administrative Agent has received notice from a Lender, the Guarantor or the Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative
Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by
this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event
of Default as it shall deem advisable in the best interests of the Lenders.


7.7       Resignation
of the Administrative Agent.


(a)       The
Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, subject to the prior approval of the Borrower (unless an Event of Default shall
have occurred and be continuing), 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 (or such
earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative
Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications
set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor
has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.


(b)       If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required
Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative
Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the
“Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the
Removal Effective Date.






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(c)       With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity
payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by,
to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders
appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and
the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan
Documents. 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 or removed Administrative Agent’s resignation
or removal hereunder and under the other Loan Documents, the provisions of this Section 7 and Section 8.5 shall continue in
effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative
Agent.


7.8       Non-Reliance
on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no
act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party,
shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that 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 appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative
Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to
make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition
and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise),
prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.


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






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(a)       to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders
and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders
and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent
under Section 8.5) 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 to make such payments
to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the
Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 8.5.


7.10       Indemnification.
The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Guarantor or the
Borrower and without limiting the obligation of the Guarantor or the Borrower to do so), ratably according to their respective Aggregate
Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after
the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such
Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or
after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising
out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein
or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with
any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a decision of a court of competent jurisdiction
to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive
the payment of the Loans and all other amounts payable hereunder.


7.11       Administrative
Agent in Its Individual Capacity. The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with any Loan Party as though the Administrative Agent were not the Administrative Agent hereunder.


7.12       Administrative
Agent Communications. The Administrative Agent shall provide to each Lender a copy of each material report, certificate, statement
or other communication required to be delivered to it under the Loan Documents and which has not been delivered to the Lenders; provided,
that posting by the Administrative Agent to Syndtrak or to a similar electronic distribution location shall satisfy the requirements of
this Section. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender.
The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set
forth herein in case of the Administrative Agent) authorized to act for, any other Lender.






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7.13       Rates
Disclaimer. The Administrative Agent does not warrant or accept responsibility for, and each of the parties to this Agreement hereby
acknowledges and agrees (for the benefit of the Administrative Agent) that the Administrative Agent shall not have any liability with
respect to (a) the administration of, submission of, calculation of or any other matter related to rates in the definitions of “LIBO
Rate”, “Adjusted LIBO Rate”, “Weekly Reset LIBO Rate”, “Term SOFR”, “Daily Simple SOFR”,
or any other SOFR-based replacement rate, any component definition thereof or rates referenced in the definition thereof or any alternative,
comparable or successor rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition
or characteristics of any such alternative, comparable or successor 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, any other Benchmark, (b) the effect, implementation
or composition of any Benchmark Replacement Conforming Changes, or (c) any potential non-compliance with applicable laws (including, without
limitation, to the extent applicable, the Regulation (EU) 2016/1011 of the European Parliament and of the Council, as amended) in the
methodology for calculating the LIBO Rate as set forth in the definition thereof.


SECTION 8.      MISCELLANEOUS


8.1       Amendments
and Waivers.


(a)       Neither
this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, restated, supplemented or modified except in
accordance with the provisions of this Section 8.1. The Required Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document
may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the
purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or
of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative
Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any
Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification
shall (w) reduce (by way of forgiveness or otherwise) the principal amount or extend the final scheduled date of maturity of any Loan,
reduce the amount or stated rate of any interest or fee payable hereunder (except (1) in connection with the waiver of applicability of
any post-default increase in interest rates and (2) that any amendment or modification of defined terms used in the financial covenants
in this Agreement or the other Loan Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause
(w)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Commitment,
or increase any Lender’s Aggregate Exposure Percentage, in each case without the written consent of each Lender directly affected
thereby; (x) eliminate or reduce the voting rights of any Lender, or otherwise amend any provisions, under this Section 8.1 without the
written consent of such Lender; (y) waive any of the conditions set forth in Section 4.1 or Section 4.2, reduce any percentage specified
in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under
this Agreement and the other Loan Documents, amend or waive Section 5.1(k), or release the Guarantor from its obligations under the Guaranty
Agreement, or assign any obligations under the Guaranty Agreement, effect any action pursuant to Section 17 of the Guaranty Agreement,
or change any provision hereof requiring ratable funding or ratable sharing of payments or setoffs or otherwise related to the pro rata
treatment of Lenders, in each case without the written consent of all Lenders; or (z) amend, modify or waive any provision of Section
7 without the written consent of the Administrative Agent. Any such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders
of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former
position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured
and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent
thereon.






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(b)       Notwithstanding
Section 8.1(a), the Commitments and Aggregate Exposure of any Defaulting Lender shall be disregarded for all purposes of any determination
of whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant
to Section 8.1(a)); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender shall
require the consent of such Defaulting Lender.


8.2       Notices.
Except as otherwise expressly provided herein, all notices, requests and demands to or upon the respective parties hereto to be effective
shall be in writing (including by facsimile), and, unless otherwise expressly provided herein, shall be deemed to have been duly given
or made when delivered, or three (3) Business Days after being deposited in the mail, postage prepaid, or, in the case of facsimile notice,
when received, addressed as follows in the case of the Borrower and the Administrative Agent, and as set forth in an administrative questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective
parties hereto:


	Borrower:	
    Bunge Limited Finance Corp.

    1391 Timberlake Manor Parkway

    Chesterfield, Missouri 63017

    Attention: Treasurer

    Telephone No: (636) 292-3029

    Facsimile: (636) 292-4029

     

    with a copy to:

     

    Bunge Limited

    1391 Timberlake Manor Parkway

    Chesterfield, Missouri 63017

    Attention: Treasurer

    Telephone No: (636) 292-3029

    Facsimile: (636) 292-4029

	Administrative Agent:	
    CoBank, ACB

    6340 South Fiddlers Green Circle

    Greenwood Village, CO 80111

    Attention: Credit Information Services

    Facsimile: (303) 224-6101

    Email: CIServices@cobank.com



provided that any notice, request or
demand to or upon the Administrative Agent or the Lenders shall not be effective until received. In addition to the foregoing, notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communication pursuant to procedures approved
by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Section 2 if such Lender
has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative
Agent may, at its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that the approval of such procedures may be limited to particular notices or communications. Notwithstanding
anything to the contrary contained herein, unless the Administrative Agent otherwise prescribes, notices and other communications sent
to an e-mail address of the Administrative Agent shall be deemed received upon the sender’s receipt of an acknowledgment from the
intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment);
provided that if such notice, e-mail 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.






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8.3       No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender,
any right, remedy, power or privilege hereunder or under the other Loan Documents 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.


8.4       Survival
of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans hereunder.


8.5       Payment
of Expenses . The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and
expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to,
this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation
and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to
the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to
the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly
basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative
Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the
other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses
of in-house counsel) to each Lender and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold each Lender and the Administrative
Agent harmless from, any and all recording and filing fees that may be payable or determined to be payable in connection with the execution
and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to
pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, Affiliates, agents
and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other
documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability
under, any Environmental Law applicable to the operations of any Group Member or any of the properties owned by such Group Members and
the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan
Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”),
provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent
such Indemnified Liabilities are found by a final non-appealable judgment of a court of competent jurisdiction to have resulted from the
gross negligence or willful misconduct of such Indemnitee or breach in bad faith of such Indemnitee’s obligations under the Loan
Documents. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert, and hereby
waives, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have
by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than ten (10) days after
written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Treasurer (Telephone No.
(636) 292-3029; Facsimile No. (636) 292-4029), at the address of Bunge Limited set forth in Section 8.2, or to such other Person or address
as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 8.5 shall
survive repayment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, and for the avoidance of doubt,
this Section 8.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from
a non-Tax claim.






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8.6       Successors
and Assigns; Participations and Assignments.


(a)       This
Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent, all future holders of
the Loans and their respective successors and assigns, except that (i) the Borrower may not assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of each Lender and (ii) any attempted assignment or transfer by the Borrower without
such consent shall be null and void.


(b)       Notwithstanding
anything in this Section to the contrary, any Farm Credit Lender that (i) is the owner of a participation from any Lender other than any
Conduit Lender in the minimum original face amount of $10,000,000, (ii) is, by written notice to the Borrower and the Administrative Agent
(“Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of
a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) and (iii)
receives the prior written consent of the Borrower (provided no Default or Event of Default has occurred and is continuing) and the Administrative
Agent (in each case, which shall not be unreasonably withheld) to become a Voting Participant, shall be entitled to vote for so long as
such Farm Credit Lender owns such participation and notwithstanding any subparticipation by such Farm Credit Lender (and the voting rights
of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such Participant were a Lender, on any matter
requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each
Voting Participant Notification shall, with respect to any Voting Participant, (x) state the full name, as well as all contact information
required of an Assignee in an Assignment and Acceptance Agreement and (y) state the dollar amount of the participation purchased. The
selling Lender and the Voting Participant shall notify the Administrative Agent and the Borrower within three (3) Business Days of any
termination of, reduction or increase in the amount of, such participation. The Borrower and the Administrative Agent shall be entitled
to conclusively rely on information contained in notices delivered pursuant to this paragraph. Notwithstanding the foregoing, each Farm
Credit Lender designated as a Voting Participant in Exhibit F hereto shall be a Voting Participant without delivery of a Voting Participant
Notification and without the prior written consent of the Borrower or the Administrative Agent. The voting rights hereunder are solely
for the benefit of the Voting Participant and shall not inure to any assignee or participant of the Voting Participant. Any Lender other
than any Conduit Lender may, without the consent of the Borrower or the Administrative Agent, in accordance with applicable law, at any
time sell to one or more banks, financial institutions or other entities (other than the Borrower or any of its Affiliates or a natural
Person) (each, an “Other Participant”) non-voting participating or non-voting sub-participating interests in any Loan
owing to such Lender, the Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents.




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In the event of any such sale by a Lender of a participating or sub-participating interest to a Participant, except as otherwise provided
below, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender
shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under
this Agreement and the other Loan Documents, and the Borrower and the Administrative Agent shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. In no
event shall any Other Participant under any such participation or sub-participation have any right to approve any amendment or waiver
of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except any amendment, waiver or consent
described in clause (w) or (x) of the proviso to Section 8.1(a) that affects such Participant, in each case to the extent subject to such
participation. The Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been
declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent
permitted by applicable law, be deemed to have the right of setoff in respect of its participating or sub-participating interest in amounts
owing under this Agreement to the same extent as if the amount of its participating or sub-participating interest were owing directly
to it as a Lender under this Agreement, provided that, in purchasing such participating or sub-participating interest, such Participant
shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 8.7 as fully as if it were a Lender
hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 (and subject
to the limitations thereof) with respect to its participation or sub-participation in the Commitments and the Loans outstanding from time
to time as if it was a Lender; provided that, in the case of Section 2.13, such Participant shall have complied with the requirements
of Section 2.13 as if it was a Lender, and provided, further, that no Participant shall be entitled to receive any greater amount pursuant
to Section 2.12, 2.13 or 2.14 (as the case may be) than the transferor Lender would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. Each Lender that sells a
participation shall, on behalf 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 this Agreement (the
“Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any
Commitments or Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish
that such Commitment, or Loan 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, in the absence of manifest error, and such Lender, each Loan Party and the
Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner
of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.






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(c)       Any
Lender other than any Conduit Lender (an “Assignor”) may, in accordance with applicable law, at any time and from time
to time assign to any Person (other than the Borrower or any of its Affiliates) (an “Assignee”) all or any part of
its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, executed by such
Assignee, such Assignor and any other Person whose consent is required pursuant to this paragraph, and delivered to the Administrative
Agent for its acceptance and recording in the Register; provided that (i) the consent of the Borrower and the Administrative Agent (which,
in each case, shall not be unreasonably withheld or delayed, and in the case of the Borrower shall be deemed to have been given if the
Borrower has not responded to a proposed assignment within five (5) Business Days following its receipt of notice of such proposed assignment)
shall be required in the case of (x) any assignment to a Person that is not a Lender or a Lender Affiliate or (y) any assignment of a
Commitment to a Person that is not a Lender or a Lender Affiliate (except that the consent of the Borrower shall not be required for any
assignment that occurs when either a Default or an Event of Default shall have occurred and be continuing) and (ii) unless otherwise agreed
by the Borrower and the Administrative Agent, no such assignment to an Assignee (other than any Lender or any Lender Affiliate) shall
be in an aggregate principal amount of less than $10,000,000, in each case except in the case of an assignment of all of a Lender’s
interests under this Agreement. For purposes of the proviso contained in the preceding sentence, the amount described therein shall be
aggregated in respect of each Lender and its Lender Affiliates, if any. Upon such execution, delivery, acceptance and recording, from
and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the applicable
Commitment and/or Loans as set forth therein, and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Acceptance,
be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of an Assignor’s
rights and obligations under this Agreement, such Assignor shall cease to be a party hereto). Notwithstanding the foregoing, any Conduit
Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Administrative Agent any
or all of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard to the limitations set forth
in the first sentence of this Section 8.6(c).


(d)       The
Administrative Agent shall, on behalf of the Borrower, maintain at its address referred to in Section 8.2 a copy of each Assignment and
Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders
(including Voting Participants) and the Commitment of, and the principal amount (and stated interest) of the Loans owing to, each Lender
(and each Voting Participant) from time to time, which Register shall be made available to the Borrower and any Lender or Voting Participant
upon reasonable request. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each other
Loan Party, the Administrative Agent and the Lenders (including the Voting Participants) shall treat each Person whose name is recorded
in the Register as the owner of the Loans and any Notes evidencing the Loans recorded therein for all purposes of this Agreement. Any
assignment of any Loan or sale of a voting participation in any Loan, whether or not evidenced by a Note, shall be effective only upon
appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide). Any assignment or transfer
of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or
transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance, and thereupon one or more new Notes
shall be issued to the designated Assignee.






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(e)       Upon
its receipt of an Assignment and Acceptance executed by an Assignor, an Assignee and any other Person whose consent is required by Section
8.6(c), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (such fee not payable with respect
to assignments to an Assignor’s Affiliate and such fee not to be payable by the Borrower, except for an assignment pursuant to Section
2.17), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) record the information contained therein
in the Register on the effective date determined pursuant thereto.


(f)       For
avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section 8.6 concerning assignments relate only
to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment
by a Lender to any Federal Reserve Bank, any other central bank or any Farm Credit Lender in accordance with applicable law.


(g)       The
Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions
of the type described in paragraph (f) above.


(h)       Each
of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join
any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper
note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding
against such Conduit Lender during such period of forbearance.


8.7       Adjustments;
Set-off.


(a)       Except
to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders on a non pro
rata basis, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the Obligations owing
to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings
of the nature referred to in Section 6(g), or otherwise), in a greater proportion than any such payment to or collateral received by any
other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the
other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other
Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or
benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest.


(b)       In
addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Guarantor
or the Borrower, any such notice being expressly waived by the Guarantor and the Borrower to the extent permitted by applicable law, upon
any amount becoming due and payable by the Guarantor or the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise),
to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final),
in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the
account of the Guarantor or the Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower and the Administrative
Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity
of such setoff and application.






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8.8       Counterparts;
Electronic Signatures.


(a)       This
Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by
facsimile transmission or portable document format shall be effective as delivery of a manually executed counterpart hereof. A set of
the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.


(b)       The
words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating
to this Agreement, any other Loan Document and/or any ancillary document shall be deemed to include Electronic Signatures, deliveries
or the keeping of records in any electronic form (including deliveries by facsimile, emailed .pdf or any other electronic means that reproduces
an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing
herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent
and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent
has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic
Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any
obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or
any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart.


8.9       Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


8.10       Integration.
This Agreement and the other Loan Documents represent the entire agreement of the Guarantor, the Borrower, the Administrative Agent and
the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties
by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the
other Loan Documents.


8.11       GOVERNING
LAW. THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.






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8.12       Submission
To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally:


(a)       submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a
party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts
of the State of New York sitting in New York County, the courts of the United States for the Southern District of New York, and appellate
courts from any thereof;


(b)       consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same;


(c)       agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to the Borrower, as the case may be at its address set forth in Section 8.2
or at such other address of which the Administrative Agent shall have been notified pursuant thereto;


(d)       agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and


(e)       waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in
this Section any special, exemplary, punitive or consequential damages.


8.13       Acknowledgments.
The Borrower hereby acknowledges that:


(a)       it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;


(b)       neither
the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the
Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and


(c)       no
joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among
the Lenders or among the Borrower and the Lenders.


8.14       Confidentiality.
Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party
pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent the Administrative
Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any Lender Affiliate, (b)
subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any direct or indirect
counterparty to any Hedge Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, agents, attorneys,
accountants and other professional advisors or those of any of its Affiliates (the “Permitted Parties”), (d) upon the
request or demand of any Governmental Authority (including the Farm Credit Administration), (e) in response to any order of any court
or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do
so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance
Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s
investment portfolio in connection with ratings issued or any insurer, insurance broker or direct or indirect provider of credit protection
with respect to such Lender or Permitted Parties, (i) to any credit insurance provider or any credit risk insurance broker relating to
the Borrower and its obligations, (j) to any direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative
or securitization transaction related to the obligations under this Agreement, (k) to the CUSIP Service Bureau or any similar organization,
(l) in connection with the exercise of any remedy hereunder or under any other Loan Document or (m) with the prior written consent of
the Borrower.






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Each Lender acknowledges
that information furnished to it pursuant to this Agreement or the other Loan Documents may include material non-public information concerning
the Borrower and its Affiliates and their Related Parties or their respective securities, and confirms that it has developed compliance
procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance
with those procedures and applicable law, including Federal and state securities laws.


All information, including
requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in the course of administering,
this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public information about
the Borrower and its Affiliates and their Related Parties or their respective securities. Accordingly, each Lender represents to the Borrower
and the Administrative Agent that it has identified in its administrative questionnaire a credit contact who may receive information that
may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state
securities laws.


8.15       WAIVERS
OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


8.16       No
Bankruptcy Petition Against the Borrower; Liability of the Borrower.


(a)       Each
of the Administrative Agent and the Lenders hereby covenants and agrees that, prior to the date which is one year and one day after the
payment in full of all Loans and other amounts payable hereunder and all Pari Passu Indebtedness, it will not institute against, or join
with or assist any other Person in instituting against, the Borrower, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any applicable insolvency laws. This Section 8.16 shall survive the termination of this Agreement.


(b)       Notwithstanding
any other provision hereof or of any other Loan Documents, the sole remedy of the Administrative Agent, any Lender or any other Person
against the Borrower in respect of any obligation, covenant, representation, warranty or agreement of the Borrower under or related to
this Agreement or any other Loan Document shall be against the assets of the Borrower. Neither the Administrative Agent, nor any Lender
nor any other Person shall have any claim against the Borrower to the extent that such assets are insufficient to meet such obligations,
covenant, representation, warranty or agreement (the difference being referred to herein as a “shortfall”) and all
claims in respect of the shortfall shall be extinguished; provided, however, that the provisions of this Section 8.16 apply solely to
the obligations of the Borrower and shall not extinguish such shortfall or otherwise restrict such Person’s rights or remedies against
the Guarantor for purposes of the obligations of the Guarantor to any Person under the Guaranty Agreement.






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8.17       Conversion
of Approved Currencies into Dollars. Unless the context otherwise requires, any calculation of an amount or percentage that is required
to be made by the Borrower or the Administrative Agent under the Loan Documents shall be made by first converting any amounts denominated
in Master Trust Approved Currencies other than Dollars into Dollars at the Rate of Exchange pursuant to Section 1.2(e).


8.18       PATRIOT
Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the PATRIOT 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 to identify the Borrower in accordance with the PATRIOT Act.


8.19       Acknowledgment
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender
that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to
the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to
be bound by:


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


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


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


(ii)       a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


(iii)       the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


8.20       Recovery
of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes
a payment hereunder in error to any Lender, whether or not in respect of an Obligation due and owing by the Borrower at such time (any
such payment, an “Erroneous Payment”), then in any such event, each Lender receiving an Erroneous Payment severally
agrees to repay to the Administrative Agent promptly upon demand the Erroneous Payment received by such Lender in immediately available
funds (and in the currency so received), with interest thereon for each day from and including the date such Erroneous Payment is received
by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender irrevocably waives
any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain
funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Erroneous
Payment. The Administrative Agent shall inform each Lender promptly upon determining that any payment made to such Lender comprised, in
whole or in part, an Erroneous Payment (and such determination shall be conclusive absent manifest error).






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8.21       Amendment
and Restatement. Upon the Closing Date, including satisfaction of the conditions precedent set forth in Section 4.1 hereof, the Prior
Credit Agreement shall be and hereby is amended, restated, superseded and restated in its entirety by the terms and provisions of this
Agreement. This Agreement shall not constitute a novation or settlement of the Prior Credit Agreement or the indebtedness created thereunder.
All Loans made and Obligations under the Prior Credit Agreement that are outstanding on the Closing Date shall continue as Loans and Obligations
under (and, as of the Closing Date, shall be governed by the terms of) this Agreement and the agreements, documents and instruments delivered
together herewith.


Signature pages follow.


 


 


 


  






    	 	72	 



     


    

 


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





  





	 	BUNGE LIMITED FINANCE CORP.
	 	 
	 	 
	 	By:	/s/ Rajat Gupta
	 	Printed Name: Rajat Gupta
	 	Title: President






 


 


 


Signature Page to Credit Agreement



    	 	 	 



     


    




	 	COBANK, ACB,
	 	as Administrative Agent and Lender
	 	 
	 	 
	 	By:	/s/ Kelli Cholas
	 	Printed Name: Kelli Cholas
	 	Title: Assistant Corporate Secretary





 


 


 


Signature Page to Credit
Agreement



    	 	 	 



     


    

Schedule 1.1


Commitments


	Lender	Revolving Commitment Amount	Term Loan Commitment Amount
	CoBank, ACB	$865,000,000	$250,000,000
	TOTAL	$865,000,000	$250,000,000


 


 


 






    	 	 	 



     


    

Schedule 3.3


Consents, Authorizations, Filings and Notices


None.