EXHIBIT 10.2


 


STRICTLY
CONFIDENTIAL
 EXECUTION VERSION


 


 



 


TERM LOAN CREDIT AGREEMENT



DATED AS OF October 18, 2022



AMONG



RXO, INC.


as the Borrower,


 


THE OTHER SUBSIDIARIES SIGNATORY HERETO,


as Guarantors,



THE LENDERS FROM TIME TO TIME PARTIES HERETO,

and



CITIBANK, N.A.,

as Administrative Agent

and




CITIBANK, N.A.


and


BofA SECURITIES, INC.,

as Joint Lead Arrangers and Joint Bookrunners


 


and



BANK OF AMERICA, N.A.,

as Syndication Agent


 


 


 



 






    	 	 	 



     


    

 


TABLE OF CONTENTS


 



Page


 





	ARTICLE 1
	DEFINITIONS
	 
	Section 1.01	Certain
    Defined Terms	1
	Section 1.02	Exchange Rates, Basket Calculations	33
	 	 	 
	ARTICLE 2
	THE CREDITS
	 	 	 
	Section 2.01	Description of Facility; Commitment	33
	Section 2.02	Facility Termination Date	33
	Section 2.03	Repayment of Loans	34
	Section 2.04	Types of Advances	34
	Section 2.05	Fees; Reductions in Aggregate Commitment.	34
	Section 2.06	Minimum Amount of Each Advance	35
	Section 2.07	Prepayments, Optional Prepayments.	35
	Section 2.08	Notice of Borrowing	36
	Section 2.09	Conversion and Continuation of Outstanding
    Advances	36
	Section 2.10	Interest Rates.	37
	Section 2.11	Rates Applicable After Default	37
	Section 2.12	Method of Payment	38
	Section 2.13	Noteless Agreement; Evidence of Indebtedness.	38
	Section 2.14	Interest Payment Dates; Interest and
    Fee Basis	39
	Section 2.15	Notification of Advances, Interest
    Rates, Prepayments and Commitment Reductions; Availability of Loans	39
	Section 2.16	Lending Installations	40
	Section 2.17	Payments Generally; Administrative
    Agent’s Clawback.	40
	Section 2.18	Replacement of Lender	41
	Section 2.19	Sharing of Payments by Lenders	42
	Section 2.20	[Reserved].	42
	Section 2.21	Defaulting Lenders	42
	 	 	 
	ARTICLE 3
	YIELD PROTECTION; TAXES
	 	 	 
	Section 3.01	Yield Protection	44
	Section 3.02	Changes in Capital Adequacy Regulations;
    Certificates for Reimbursement; Delay in Requests.	44
	Section 3.03	Illegality	46
	Section 3.04	Compensation for Losses	46
	Section 3.05	Taxes.	46
	Section 3.06	Mitigation Obligations	52
	Section 3.07	Inability to Determine Rates; Replacing
    Benchmarks.	52



 


 



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	Section 3.08	Survival	55
	 	 	 
	ARTICLE 4
	CONDITIONS PRECEDENT
	 	 	 
	Section 4.01	Effectiveness	55
	Section 4.02	Closing	56
	 	 	 
	ARTICLE 5
	REPRESENTATIONS AND WARRANTIES
	 	 	 
	Section 5.01	Existence and Standing	57
	Section 5.02	Authorization and Validity	57
	Section 5.03	No Conflict; Government Consent.	58
	Section 5.04	Financial Statements	58
	Section 5.05	Material Adverse Effect	58
	Section 5.06	Solvency	59
	Section 5.07	Litigation	59
	Section 5.08	Disclosure	59
	Section 5.09	Regulation U	59
	Section 5.10	Investment Company Act	60
	Section 5.11	OFAC, FCPA	60
	Section 5.12	Taxes	60
	Section 5.13	Affected Financial Institution	60
	 	 	 
	ARTICLE 6
	COVENANTS
	 	 	 
	Section 6.01	Financial Reporting	60
	Section 6.02	Use of Proceeds	62
	Section 6.03	Notice of Default	63
	Section 6.04	Conduct of Business	63
	Section 6.05	Compliance with Laws	63
	Section 6.06	Inspection; Keeping of Books and Records	63
	Section 6.07	OFAC, FCPA	63
	Section 6.08	Maintenance of Material Property and
    Insurance	63
	Section 6.09	Merger.	64
	Section 6.10	Non-Guarantor Subsidiary Indebtedness	64
	Section 6.11	Liens	65
	Section 6.12	Financial Covenant.	67
	Section 6.13	OFAC, FCPA	67
	Section 6.14	Guarantors.	68
	 	 	 
	ARTICLE 7
	DEFAULTS
	 	 	 
	Section 7.01	Breach of Representations or Warranties	68
	Section 7.02	Failure to Make Payments When Due	68



 


 



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	Section 7.03	Breach of Covenants	69
	Section 7.04	Cross Default.	69
	Section 7.05	Voluntary Bankruptcy; Appointment
    of Receiver; Etc	69
	Section 7.06	Involuntary Bankruptcy; Appointment
    of Receiver; Etc	70
	Section 7.07	Judgments	70
	Section 7.08	Unfunded Liabilities	70
	Section 7.09	Change of Control	70
	Section 7.10	Other ERISA Liabilities	70
	Section 7.11	Invalidity of Loan Documents	70
	Section 7.12	Pre-Closing Change of Control	71
	 	 	 
	ARTICLE 8
	ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
	 	 	 
	Section 8.01	Acceleration, Etc	71
	Section 8.02	Amendments	71
	Section 8.03	Preservation of Rights	73
	 	 	 
	ARTICLE 9
	GENERAL PROVISIONS
	 	 	 
	Section 9.01	Survival of Representations	73
	Section 9.02	Governmental Regulation	73
	Section 9.03	Headings	73
	Section 9.04	Entire Agreement	73
	Section 9.05	Several Obligations; Benefits of this
    Agreement	74
	Section 9.06	Expenses; Indemnification.	74
	Section 9.07	Accounting	76
	Section 9.08	Severability of Provisions	77
	Section 9.09	Nonliability of Lenders	77
	Section 9.10	Confidentiality	77
	Section 9.11	Nonreliance	78
	Section 9.12	Disclosure	78
	 	 	 
	ARTICLE 10
	THE ADMINISTRATIVE AGENT
	 	 	 
	Section 10.01	Appointment and Authority	78
	Section 10.02	Rights as a Lender	79
	Section 10.03	Reliance by Administrative Agent	79
	Section 10.04	Exculpatory Provisions	79
	Section 10.05	Delegation of Duties	80
	Section 10.06	Resignation of Administrative Agent.	81
	Section 10.07	Non-Reliance on Administrative Agent
    and Other Lenders	82
	Section 10.08	No Other Duties, Etc	82
	Section 10.09	Administrative Agent May File Proofs
    of Claim	82
	Section 10.10	ERISA	83



 






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	Section 10.11	Erroneous Payments.	84
	 	 	 
	ARTICLE 11
	SETOFF
	 	 	 
	Section 11.01	Setoff	86
	 	 	 
	ARTICLE 12	 
	BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
	 	 	 
	Section 12.01	Successors and Assigns.	87
	Section 12.02	Dissemination of Information	91
	Section 12.03	Tax Treatment	91
	 	 	 
	ARTICLE 13
	NOTICES
	 	 	 
	Section 13.01	Notices; Effectiveness; Electronic
    Communication.	91
	 	 	 
	ARTICLE 14
	COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION
	 	 	 
	Section 14.01	Counterparts; Effectiveness	94
	Section 14.02	Electronic Execution	94
	 	 	 
	ARTICLE 15
	CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
	 	 	 
	Section 15.01	Choice of Law	95
	Section 15.02	Consent to Jurisdiction	95
	Section 15.03	Waiver of Jury Trial	96
	Section 15.04	U.S. Patriot Act and Beneficial Ownership
    Regulation Notice	96
	Section 15.05	No Advisory or Fiduciary Responsibility	96
	Section 15.06	Judgment Currency	97
	Section 15.07	Acknowledgement and Consent to Bail-In
    of Affected Financial Institutions	97
	Section 15.08	Acknowledgement Regarding Any Supported
    QFCs	98
	 	 	 
	ARTICLE 16
	GUARANTEE
	 	 	 
	Section 16.01	Guarantee	99
	Section 16.02	Guaranty Absolute	100
	Section 16.03	Waivers.	100
	Section 16.04	Continuing Guaranty	101
	Section 16.05	Release of Guarantors.	101


 

 



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	EXHIBITS	 	 
	 	 	 
	Exhibit A	–	Form of Compliance Certificate
	Exhibit B	–	Form of Assignment and Assumption
	Exhibit C	–	Form of Prepayment Notice
	Exhibit D	–	Form of Note
	Exhibit E	–	Form of Borrowing Notice
	Exhibit F	–	Form of Conversion/Continuation Notice
	Exhibit G	–	Form of Officer’s Certificate
	Exhibit H-1	–	Form of U.S. Tax Compliance Certificate
	Exhibit H-2	–	Form of U.S. Tax Compliance Certificate
	Exhibit H-3	–	Form of U.S. Tax Compliance Certificate
	Exhibit H-34	 	Form of U.S. Tax Compliance Certificate
	
    Exhibit I
	
    –
	
    iForm of Joinder

	 	 	 
	SCHEDULES	 	 
	 	 	 
	Pricing Schedule
	Commitment Schedule
	 	 	 
	Schedule 6.10	–	Existing Specified Indebtedness for Borrowed Money
	Schedule 13.01	–	Certain Addresses for Notices



 






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TERM LOAN CREDIT AGREEMENT


 


This Term Loan Credit Agreement,
dated as of October 18, 2022, is among RXO, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time
to time parties hereto, the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment
pursuant to Section 12.01), and Citibank, N.A., as Administrative Agent.


 


The Borrower has requested
that the Lenders and the Administrative Agent enter into this Agreement to provide a term loan credit facility to the Borrower for the
purposes set forth herein, and the Lenders and the Administrative Agent are willing to do so on the terms and conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


Article
1

Definitions


 


Section 1.01     
Certain Defined Terms. As used in this Agreement:


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
by the Borrower or any of its Subsidiaries of all or substantially all of the assets of a Person, or of any business or division of a
Person, (b) the acquisition by the Borrower or any of its Subsidiaries of in excess of 50% of the capital stock, partnership interests,
membership interests or equity of any Person (other than a Person that is a Subsidiary), or otherwise causing any Person to become a Subsidiary
of the Borrower, (c) a merger or consolidation or any other combination by the Borrower or any of its Subsidiaries with another Person
(other than a Person that is a Subsidiary) provided that the Borrower (or a Person that succeeds to the Borrower pursuant to Section
6.09 in connection with such transaction or series of related transactions) or a Subsidiary of the Borrower (or a Person that becomes
a Subsidiary of the Borrower as a result of such transaction) is the surviving entity; provided that any Person that is a Subsidiary
at the time of execution of the definitive agreement related to any such transaction or series of related transactions (or, in the case
of a tender offer or similar transaction, at the time of filing of the definitive offer document) shall constitute a Subsidiary for purposes
of this definition even if in connection with such transaction or series of related transactions, such Person becomes a direct or indirect
holding company of the Borrower or (d) the acquisition of real property by the Borrower or any of its Subsidiaries that is expected to
be used in whole or in part in the normal operations of the Borrower or its Subsidiaries.


 


“Acquisition Debt”
means any Indebtedness for Borrowed Money of the Borrower or any of its Subsidiaries that has been issued for the purpose of financing,
in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose
of refinancing or replacing all or a portion of any pre-existing Indebtedness for Borrowed Money of the Borrower, any of its Subsidiaries
or the Person(s) or assets to be acquired); provided that (a)(i) the release of the proceeds thereof to the Borrower and its Subsidiaries
is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held pursuant to an escrow
or similar arrangement and (ii) if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive
offer document) for such Material Acquisition is terminated prior to the consummation of such Material


 






    	 	 	 



     


    

 


Acquisition or if such Material
Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness for Borrowed
Money, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and its Subsidiaries in respect
of such Indebtedness for Borrowed Money or (b)(i) such Indebtedness for Borrowed Money contains a “special mandatory redemption”
provision (or other similar provision) or otherwise permits such Indebtedness for Borrowed Money to be redeemed or prepaid if such Material
Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness for Borrowed Money,
and (ii) if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such
Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material
Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness for Borrowed
Money, such Indebtedness for Borrowed Money is so redeemed or prepaid within ninety (90) days of such termination or such specified date,
as the case may be.


 


“Administrative Agent”
means Citibank in its capacity as contractual representative of the Lenders pursuant to ‎Article 10, and not in its individual
capacity as a Lender, and any successor Administrative Agent appointed pursuant to ‎Article 10.


 


“Administrative Agent’s
Office” means, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 13.01,
or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.


 


“Advance”
means a Borrowing.


 


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


 


“Affiliate”
of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the “beneficial owner” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934) of ten percent (10%) or more of any class of voting securities (or other voting interests)
of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies
of the controlled Person, whether through ownership of voting securities, by contract or otherwise.


 


“Agent”
means any of the Administrative Agent, the Arrangers or the Syndication Agent as appropriate, and “Agents” means, collectively,
the Administrative Agent, the Arrangers and the Syndication Agent.


 


“Agent Parties”
is defined in ‎Section 13.01(c).


 






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“Aggregate Commitment”
means, at any time, the aggregate amount of the Commitments of all of the Lenders at such time, as may be adjusted from time to time pursuant
to the terms hereof. The Aggregate Commitment as of the Effective Date is One Hundred Million and 00/100 Dollars ($100,000,000).


 


“Agreement”
means this Term Loan Credit Agreement, as it may be amended, restated, supplemented or otherwise modified and as in effect from time to
time.


 


“Agreement Accounting
Principles” means GAAP, applied in a manner consistent with that used in preparing the financial statements of the Borrower
referred to in ‎‎Section 5.04; provided, however, that notwithstanding anything contained in ‎Section
9.07 to the contrary, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof
to eliminate the effect of any change in GAAP occurring after the Effective Date (or any change in GAAP that occurred on or prior to the
Effective Date but was not reflected in the financial statements included in the Borrower Form 10) or in the application thereof on the
operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.


 


“Agreement Currency”
is defined in Section 15.06.


 


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


 


“Applicable Margin”
means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to
Advances of such Type as set forth under the heading “Applicable Margin” in the Pricing Schedule.


 


“Applicable Time”
means 11:00 a.m. (New York City time).


 


“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity
that administers or manages a Lender.


 


“Arrangers”
means Citibank, N.A. and BofA Securities, Inc., in their capacity as Joint Lead Arrangers.


 


“Article”
means an Article of this Agreement unless another document is specifically referenced.


 


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


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is


 






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required
by ‎Section 12.01), and accepted by the Administrative Agent, in substantially the form of Exhibit B or any other form
approved by the Administrative Agent.


 


“Authorized Officer”
means, with respect to any Credit Party, any of the President, the Chairman, the Chief Executive Officer, the Chief Financial Officer,
the Chief Legal Officer, the Chief Accounting Officer, any Vice President, the Treasurer, the Assistant Treasurer, the Controller or the
Secretary of such Credit Party and, solely for purposes of notices given by the Borrower pursuant to ‎Article 2, any other
officer or employee of the Borrower so designated by any of the foregoing officers in a notice to the Administrative Agent, or any other
officer or employee of any Credit Party designated in or pursuant to an agreement between the Borrower and the Administrative Agent, in
each case acting in accordance with the terms of the signing authority granted in the Secretary or Assistant Secretary’s certificate
delivered to the Administrative Agent pursuant to Section 4.02(h) (including any supplements thereto delivered to the Administrative
Agent from time to time by way of an officers’ certificate jointly executed by two Authorized Officers).


 


“Available Tenor”
means, as of any date of determination and with respect to any then-current Benchmark for any currency, as applicable, (x) if any then-current
Benchmark for such currency is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining
the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference
to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated
with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark
that is excluded pursuant to Section 3.07(c)(iv).


 


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


 


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


 


“Base Rate”
means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1%, (b) the Prime Rate in effect on such day and (c) Term SOFR on such day (or if such day is not a Business Day the immediately
preceding Business Day) for an Interest Period of one month plus 1.00%; provided, that, if the Base Rate as determined pursuant
to the foregoing shall be less than 1.0%, such rate shall be deemed 1.0% for all purposes of this Agreement. ‎


 






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“Base Rate Advance”
means an Advance which, except as otherwise provided in Section 2.11, bears interest at the Base Rate.


 


“Base Rate Loan”
means a Loan, or portion thereof, which except as otherwise provided in Section 2.11, bears interest at the Base Rate. All Base
Rate Loans shall be denominated in Dollars.


 


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


 


“Benchmark”
means, initially, Term SOFR Reference Rate; provided that if the Benchmark Transition Event has occurred with respect to the Term
SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means, with respect to such amounts, the applicable Benchmark
Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.07(c)(i).


 


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


 


(a)       with
respect to SOFR Loans, Daily Simple SOFR plus the Benchmark Replacement Adjustment, if any; or


 


(b)       the
sum of (1) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such
Benchmark giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining
such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate
as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (2) the related Benchmark Replacement
Adjustment;


 


provided that if the
Benchmark Replacement would be less than the Floor, the Benchmark Replacement shall be deemed to be the Floor for all purposes of this
Agreement.


 


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


 






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adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)       a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), (including, with respect to Dollar-denominated rates (including Term SOFR), the Federal Reserve
Board, the Federal Reserve Bank of New York or the Term SOFR Administrator), an insolvency official with jurisdiction over the administrator
for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component)
or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such


 






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component),
in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available
Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component
thereof); or


 


(c)       a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing
that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.


 


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


 


“Benchmark Unavailability
Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time,
no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with Section 3.07(c) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes
hereunder and under any Loan Document in accordance with Section 3.07(c).


 


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


 


“Board of Directors”
means, as to any Person, the board of directors or managers, as applicable, of such Person or any direct or indirect parent of such Person
(or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly
authorized committee thereof.


 


“Borrower”
is defined in the preamble hereto.


 


“Borrower Form 10”
means the Borrower’s Registration Statement on Form 10 (including the information statement and the other exhibits contemplated
thereby, in each case, in the form and to the extent so filed), in the form most recently filed (whether or not publicly) with the SEC
pursuant to the Securities Exchange Act of 1934, as it may be amended or supplemented from time to time after the original filing thereof
and prior to the Effective Date.


 


“Borrowing”
means a borrowing hereunder (a) consisting of the aggregate amount of Loans of each Type made by the Lenders on the Closing Date or (b)
converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount
of the several Loans of the same Type and, in the case of SOFR Loans, for the same Interest Period.


 


“Borrower Materials”
is defined in ‎Section 6.01.


 






    	 	7	 



     


    

 


“Borrowing Notice”
is defined in ‎Section 2.08.


 


“Business Day”
means a day (other than Saturday or Sunday) on which banks are generally open in New York, New York for the conduct of substantially all
of their commercial lending activities and interbank wire transfers can be made on the Fedwire system (or any other equivalent wire system).


 


“Capitalized Lease”
of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles; provided that notwithstanding anything contained in the definition of Agreement
Accounting Principles to the contrary, unless the Borrower otherwise elects by delivery of a notice to the Administrative Agent, all leases
of any Person that are or would be characterized as operating leases in accordance with GAAP as in effect in the United States on January
31, 2018 (whether or not such operating leases were in effect on such date) shall continue to be accounted for as operating leases (and
not as Capitalized Leases) for purposes of this Agreement regardless of any change in GAAP following the date that would otherwise require
such obligations to be recharacterized as Capitalized Leases.


 


“Capitalized Lease
Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as
a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles; provided that notwithstanding
anything contained in the definition of Agreement Accounting Principles to the contrary, unless the Borrower otherwise elects by delivery
of a notice delivered to the Administrative Agent, all obligations under any leases of any Person that are or would be characterized as
operating lease obligations in accordance with GAAP as in effect in the United States on January 31, 2018 (whether or not such operating
lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capitalized
Lease Obligations) for purposes of this Agreement regardless of any change in GAAP following the date that would otherwise require such
obligations to be recharacterized as Capitalized Lease Obligations.


 


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


 






    	 	8	 



     


    

 


“Change of Control”
means an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any
person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of more than 50.0%
of the then-outstanding shares of capital stock or equivalent interests of the Borrower the holders of which are ordinarily, in the absence
of contingencies, entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully diluted
basis, even though the right to so vote has been suspended by the happening of such a contingency (the “Voting Stock”).
Notwithstanding the foregoing, (a) neither the Spinoff nor any transaction entered into on or prior to the Closing Date in connection
therewith will be considered to be a Change of Control and (b) a transaction will not be considered to be a Change of Control if (x) the
Borrower becomes a direct or indirect wholly owned Subsidiary of another Person and (y) the shares of the Voting Stock of the Borrower
outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of
such Person immediately after giving effect to such transaction.


 


“Citibank”
means Citibank, N.A., in its individual capacity, and its successors.


 


“Closing Date”
means the date on which all of the conditions specified in Section 4.02 shall first be satisfied (or waived).


 


“Code”
means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.


 


“Commitment”
means, for each Lender, the obligation of such Lender to make Loans to the Borrower pursuant to Section 2.01(a), in an aggregate
principal amount not to exceed the amount set forth on the Commitment Schedule (which schedule shall set forth each Lender’s Commitment
as of the Effective Date) or in an Assignment and Assumption executed pursuant to ‎Section
12.01, as it may be modified as a result of any assignment that has become effective pursuant to ‎Section
12.01 or as otherwise modified from time to time pursuant to the terms hereof.


 


“Commitment Letter”
means the Commitment Letter, dated as of September 26, 2022 (the “Signing Date”) among Citigroup Global Markets, Inc.,
Bank of America, N.A., BofA Securities, Inc. and the Borrower.


 


“Commitment Schedule”
means the Schedule attached hereto and identified as such, identifying each Lender’s Commitment as of the Effective Date.


 


“Communication”
is defined in Section 14.02.


 


“Conforming Changes”
means, with respect to the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative
or operational changes (including changes to the definitions of “Base Rate”, “Business Day”, “U.S. Government
Securities Business Day”, “Interest Period” or any similar or analogous


 






    	 	9	 



     


    

definition (or the addition of a new concept
of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests
or prepayment, conversion or continuation notices, the addition of conversion or continuation and notices related thereto, the applicability
and length of lookback periods, the applicability of Section 3.04 and other technical, administrative or operational matters) that
the Administrative Agent decides, after consultation with the Borrower, in its reasonable discretion may be appropriate to reflect the
adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially
consistent with market practice (or, if the Administrative Agent decides in its reasonable discretion that adoption of any portion of
such market practice is not administratively feasible or if the Administrative Agent determines in its reasonable discretion that no market
practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides in
its reasonable discretion is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).


 


“Consolidated Assets”
means, at any date of determination, the total amount, as shown on or reflected in the most recent consolidated balance sheet of the Borrower
and its subsidiaries as at the end of the Borrower’s fiscal quarter ending prior to such date, of all assets of the Borrower and
its consolidated subsidiaries on a consolidated basis in accordance with Agreement Accounting Principles (giving pro forma effect to any
acquisition or disposition of Property of the Borrower or any of its subsidiaries involving the payment or receipt of consideration by
the Borrower or any of its subsidiaries in excess of $220,000,000 that has occurred since the end of such fiscal quarter as if such acquisition
or disposition had occurred on the last day of such fiscal quarter).


 


“Consolidated Cash
Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the Consolidated Interest
Charges determined on a cash basis only.


 


“Consolidated EBITDA”
means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such
period plus


 


(a)       the
following (without duplication) to the extent deducted in calculating such Consolidated Net Income for such period:


 


(i)       Consolidated
Interest Charges for such period;


 


(ii)       the
provision for federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, including,
without limitation, any franchise taxes or other taxes based on income, profits or capital and all other taxes that are included in the
provision for income tax line item on the consolidated income statement of the Borrower and its Subsidiaries for such period;


 






    	 	10	 



     


    

 


(iii)       depreciation
and amortization expense (excluding, for avoidance of doubt, amortization of deferred commissions, capitalized costs to acquire revenue
contracts or substantially equivalent items) for such period;


 


(iv)       any
increases in deferred or unearned revenue or substantially equivalent items for such period (net of any increases in deferred costs (which
deferred costs, for avoidance of doubt, do not include deferred commissions, capitalized costs to acquire revenue contracts or substantially
equivalent items) for such period);


 


(v)       all
non-cash expenses, losses or charges for such period (other than any such non-cash expenses, losses or charges that represent an accrual
or reserve for future cash expenses, losses or charges or that relate to the write-down of current assets), including, without limitation,
non-cash stock based employee compensation expenses for such period and non-cash expenses, losses or charges for such period in connection
with (A) “goodwill impairment losses” under FASB Statement 142, (B) unrealized losses resulting from mark-to-market accounting
in respect of Rate Management Transactions and (C) unrealized losses on equity investments;


 


(vi)       in
connection with any Acquisition (except for an Acquisition of the type set forth in clause (d) of the definition thereof) or non-ordinary
course disposition of Property, all non-recurring restructuring costs, facilities relocation costs, acquisition integration costs and
fees, including cash severance payments, and non-recurring fees and expenses, in each case paid during such period in connection with
such Acquisition or non-ordinary course disposition of Property and within twelve (12) months of the completion of such Acquisition or
non-ordinary course disposition of Property, as applicable; provided that the amount added back to Consolidated Net Income pursuant
to this clause (vi) in respect of any such costs, fees, payments and expenses paid in cash in connection with all such Acquisitions
and non-ordinary course dispositions shall not exceed 15% of Consolidated EBITDA (calculated before giving effect to this clause (vi)
in the aggregate for any period of four fiscal quarters of the Borrower);


 


(vii)       any
extraordinary, unusual or non-recurring expenses, charges or losses;


 


(viii)       transaction,
integration and restructuring fees, costs and expenses incurred in connection with the Spinoff; provided that the amounts added
back pursuant to this clause (viii) in respect of any such restructuring fees, costs and expenses incurred from and after June 30, 2022
may not exceed, with respect to any period of four consecutive fiscal quarters, $50,000,000 (it being understood and agreed no such limitation
shall apply to any such fees, costs and expenses incurred prior to June 30, 2022);


 






    	 	11	 



     


    

 


minus


 


(b)       the
following (without duplication) to the extent included in calculating such Consolidated Net Income:


 


(i)       any
extraordinary gains (less all fees and expenses related thereto);


 


(ii)       any
decreases in deferred or unearned revenue or substantially equivalent items for such period (net of any decreases in deferred costs (which
deferred costs, for avoidance of doubt, do not include deferred commissions, capitalized costs to acquire revenue contracts or substantially
equivalent items) for such period); and


 


(iii)       all
non-cash income or gains for such period including, without limitation, unrealized gains resulting from mark-to-market accounting in respect
of Rate Management Transactions and unrealized gains on equity investments.


 


In addition, in the event that
the Borrower or any of its subsidiaries, during the relevant period, consummated an acquisition or disposition of Property involving the
payment or receipt of consideration by the Borrower or any of its subsidiaries in excess of $220,000,000, Consolidated EBITDA will be
determined giving pro forma effect to such acquisition or disposition as if such acquisition or disposition and any related incurrence
or repayment of Indebtedness had occurred on the first day of the relevant period, but shall not take into account any cost savings projected
to be realized as a result of such acquisition or disposition.


 


“Consolidated Interest
Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of, without duplication,
(a) all interest, premium payments, amortization of debt discount, fees, charges and related expenses in connection with Indebtedness
(including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest
in accordance with GAAP plus (b) the portion of rent expense with respect to such period under Capitalized Leases that is treated
as interest in accordance with GAAP (excluding, for the avoidance of doubt, any of the foregoing arising from guarantees by the Borrower
or its Subsidiaries of Indebtedness or rent of XPO Logistics, Inc. or its other subsidiaries prior to the Spinoff Date).


 


In addition, in the event that
the Borrower or any of its subsidiaries, during the relevant period, consummated an acquisition or disposition of Property involving the
payment or receipt of consideration by the Borrower or any of its subsidiaries in excess of $220,000,000, Consolidated Interest Charges
will be determined giving pro forma effect as if any related incurrence or repayment of Indebtedness had occurred on the first day of
the relevant period.


 


“Consolidated Interest
Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most recently completed
four fiscal quarters


 






    	 	12	 



     


    

to (b) Consolidated Cash Interest Charges for the most recently completed four fiscal quarters.


 


“Consolidated Leverage
Ratio” means, as of any date of determination, the ratio of (a) Indebtedness for Borrowed Money of the Borrower and its Subsidiaries
on a consolidated basis as of such date to (b) Consolidated EBITDA for the most recently completed four fiscal quarters.


 


“Consolidated Net
Income” means, for any period, for the Borrower and its Subsidiaries calculated on a consolidated basis, net income for that
period, as determined in accordance with Agreement Accounting Principles.


 


“Contingent Obligation”
means, for any Person, any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees
to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any
other Person that constitute Indebtedness (other than Indebtedness of the type described in clause (v) of the definition of such term),
or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor
of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or the
obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership.


 


“Controlled Group”
means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated)
under common control or treated as a single employer with the Borrower or any of its Subsidiaries, in each case, under Section 414 of
the Code.


 


“Conversion/Continuation
Notice” is defined in Section 2.09.


 


“Credit Facility”
means the credit facility established pursuant to Article 2.


 


“Credit Parties”
means the Borrower and each Guarantor.


 


“Daily Simple SOFR”
means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day “i”)
that is five U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day,
such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business
Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s
Website and (b) the Floor. If by 5:00 pm (New York City time) on the second U.S. Government Securities Business Day immediately following
any day “i”, the SOFR in respect of such day “i” has not been published on the SOFR Administrator’s Website
and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then the SOFR for such day “i” will
be the SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on
the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes


 






    	 	13	 



     


    

 


of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change
in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.


 


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


 


“Default”
means an event described in ‎Article 7.


 


“Defaulting Lender”
means, subject to Section 2.21(d), any Lender that (a) has failed to (i) perform any of its funding obligations hereunder, including
in respect of its Loans, on the date and at the time any Advances were required to be funded hereunder (such Lender, a “Non-Funding
Lender”) or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within three
(3) Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to
comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder, or
generally under other agreements in which it commits to extend credit, unless such notification or public statement relates to such Lender’s
obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified
in such writing or public statement), (c) has failed, within three (3) Business Days after written request by the Administrative Agent
or the Borrower to confirm in a manner satisfactory to the Administrative Agent or the Borrower, as applicable, that it will comply with
its funding obligations, which request was made because of a reasonable concern by the Administrative Agent or the Borrower that such
Lender may not be able to comply with its 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 or the Borrower, or (d) has,
or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation
of its business or a custodian appointed for it, (iii) become the subject of a Bail-In Action or (iv) taken any action in furtherance
of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; 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 unless such ownership or equity results in or provides such Lender with immunity from
the jurisdiction of courts within the United States or any other nation or from the enforcement of judgments or writs of attachment on
its assets or permits such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts
or agreements made by such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or
more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive


 






    	 	14	 



     


    

 


and binding absent manifest error,
and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(d)) as of the date established therefor by the
Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower and
each Lender promptly following such determination.


 


“Designated Jurisdiction”
means any country or territory to the extent that such country or territory itself is, or its government is, the subject or target of
any Sanction.


 


“Disposition”
means any sale, transfer or other disposition, or series of related sales, transfers, or dispositions (including pursuant to any merger,
amalgamation or consolidation or by means of a “plan of division” under the Delaware Limited Liability Company Act or any
comparable transaction under any similar law), of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as
a whole.


 


“Disqualified Stock”
means any capital stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable),
or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days after the Stated Maturity
Date.


 


“Dollar”
and “$” means dollars in the lawful currency of the United States of America.


 


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


 


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


 


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


 


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


 


“Effective Date”
means the date on which all of the conditions specified in Section 4.01 shall first be satisfied (or waived).


 






    	 	15	 



     


    

 


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


 


“Environmental Laws”
means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders,
decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating
to (a) the protection of the environment, (b) the effect of the environment on human health, (c) emissions, discharges or releases of
pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (d) the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or
the clean-up or other remediation thereof.


 


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


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, including (unless the context otherwise requires)
the rules or regulations promulgated thereunder.


 


“Erroneous Payment”
is defined in Section 10.11(a).


 


“Erroneous Payment
Return Deficiency” is defined in Section 10.11(d).


 


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


 


“Exchange Rate”
for a currency means the rate determined by the Administrative Agent for the purchase of such currency with another currency, as published
on the applicable Reuters screen page (or such other source as may be agreed upon by the Administrative Agent and the Borrower) at or
about 11:00 a.m. (New York time) on the date two Business Days prior to the date as of which the foreign exchange computation is made.
In the event that such rate does not appear on the applicable Reuters screen page (or such other source as may be agreed upon by the Administrative
Agent and the Borrower), the “Exchange Rate” with respect to the purchase of such currency with another currency shall
be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative
Agent and the Borrower, or, in the absence of such agreement, such “Exchange Rate” shall instead be the rate determined
by the Administrative Agent to be the rate quoted by the Person acting in such


 






    	 	16	 



     


    

 


capacity as the spot rate for the purchase by such Person
of such currency with another currency through its principal foreign exchange trading office in respect of such currency at approximately
11:00 a.m. (local time) on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided
that if at the time of any such determination, no such spot rate can reasonably be quoted, the Administrative Agent may use any reasonable
method as it deems applicable to determine such rate, and such determination shall be conclusive absent manifest error.


 


“Excluded Subsidiary”
means (a) each Domestic Subsidiary that is prohibited from guaranteeing the Obligations hereunder by any requirement of law or that would
require consent, approval, license or authorization of a Governmental Authority to guarantee the Obligations hereunder (unless such consent,
approval, license or authorization has been received), (b) each Domestic Subsidiary that is prohibited by any applicable contractual requirement
from guaranteeing the Obligations hereunder on the Closing Date or at the time such Subsidiary becomes a Subsidiary (to the extent not
incurred in connection with becoming a Subsidiary and in each case for so long as such restriction or any replacement or renewal thereof
is in effect), (c) any Domestic Subsidiary (i) that owns no material assets (directly or through its Subsidiaries) other than equity interests
of one or more Foreign Subsidiaries or (ii) that is a direct or indirect Subsidiary of a Foreign Subsidiary, (d) any Foreign Subsidiary,
(e) any Securitization Subsidiary, (f) any Immaterial Subsidiary, (g) any non-Wholly-Owned Subsidiary, (h) any Subsidiary that is a captive
insurance company and (i) any not-for profit Subsidiary.


 


“Excluded Taxes”
means any of the following Taxes imposed on, with respect to, or required to be withheld or deducted from a payment to, the Administrative
Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes
imposed on or measured by its net income (however denominated), franchise Taxes, and branch profits or similar Taxes, in each case, imposed
by the jurisdiction (or any political subdivision thereof) (i) under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable Lending Installation is located, or (ii) that are Other Connection
Taxes, (b) any backup withholding Tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to
comply with ‎Section 3.05(e)(ii), (c) in the case of a Lender,
any U.S. federal withholding Tax that is required to be imposed on amounts payable to such Lender (other than an assignee pursuant to
a request by the Borrower under ‎Section 2.18) pursuant to
the laws in force at the time such Lender becomes a party hereto (or designates a new Lending Installation), except to the extent that
such Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Installation (or assignment), to receive
additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 3.05(a)(i) or (ii), (d) any
withholding Tax that is attributable to such Lender’s failure to comply with ‎Section
3.05(e) and (e) any U.S. withholding Taxes imposed under FATCA.


 


“Exhibit”
refers to an exhibit to this Agreement, unless another document is specifically referenced.


 






    	 	17	 



     


    

 


“Facility Termination
Date” means the earlier of (a) five (5) years following the Spinoff Date; provided that, if such date is not a Business
Day, such date shall be the immediately preceding Business Day (this clause (a), the “Stated Maturity Date”) and (b)
the date of termination in whole of the Aggregate Commitments or required repayment in full or acceleration of all of the Loans pursuant
to ‎Section 2.05(e)(y), Section 2.07(a) and/or ‎Section
8.01 hereof.


 


“FATCA”
means Sections 1471-1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with) and any current or future regulations promulgated thereunder or official interpretations
thereof and any agreements entered into pursuant to Section 1471(b) of the Code, any intergovernmental agreements, treaty or convention
entered into in connection with the implementation of the foregoing and any laws, rules and regulations adopted by a non-U.S. jurisdiction
to effect any such intergovernmental agreement, treaty or convention.


 


“FCPA”
means the United States Foreign Corrupt Practices Act of 1977, as amended.


 


“Federal Funds Effective
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Citibank on such day on such transactions as determined by the Administrative
Agent; provided, further that if the Federal Funds Effective Rate as determined pursuant to the foregoing shall be less
than 0.0%, such rate shall be deemed 0.0% for all purposes of this Agreement.


 


“Fee Letters”
means (a) the Citi Fee Letter, dated as of September 26, 2022, between the Borrower and Citibank, N.A., and (b) the Bank of America Fee
Letter, dated as of September 26, 2022, among the Borrower, Bank of America, N.A., and BofA Securities, Inc., in each case, as the same
may be amended, supplemented or otherwise modified from time to time.


 


“Fitch”
means Fitch, Inc., and its successors and assigns.


 


“Floor”
means a rate of interest equal to zero.


 


“Foreign Lender”
means any Lender that is not organized under the laws of the United States, any State thereof or the District of Columbia.


 


“Foreign Pension
Plan” means any defined benefit plan as described in Section 3(35) of ERISA for which the Borrower, any Subsidiary or any member
of the Controlled Group is a sponsor or administrator or to which the Borrower, any Subsidiary or any


 






    	 	18	 



     


    

 


member of the Controlled Group has
any liability, and which (a) is maintained or contributed to for the benefit of employees of the Borrower, any of its Subsidiaries or
any member of its Controlled Group, (b) is not covered by ERISA pursuant to Section 4(b)(4) of ERISA, and (c) under applicable local law,
is required to be funded through a trust or other funding vehicle.


 


“Foreign Subsidiary”
means a Subsidiary of the Borrower that is not organized or established under the laws of the United States of America, any state thereof
or the District of Columbia. For the avoidance of doubt, any Subsidiary incorporated or organized under the laws of a territory of the
United States (including the Commonwealth of Puerto Rico) shall constitute a “Foreign Subsidiary” hereunder.


 


“Fund”
means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.


 


“GAAP”
means generally accepted accounting principles in the United States of America, as in effect from time to time, subject to the Agreement
Accounting Principles.


 


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


 


“Guarantee”
means the guarantee of the Obligations of Borrower hereunder by the Guarantors in Article 16 hereunder or in a joinder agreement in accordance
with Section 6.14 of this Agreement.


 


“Guarantors”
means any Subsidiary of the Borrower that guarantees the Obligations hereunder by executing a joinder agreement in accordance with Section
4.02 or Section 6.14; provided that (i) upon the release or discharge of any such Person from its Guarantee in accordance
with the terms of this Agreement, such Person shall cease to be a Guarantor and (ii) notwithstanding anything to the contrary in any Loan
Document, in no event shall an Excluded Subsidiary be a Guarantor.


 


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


 


“Illegality Notice”
is defined in Section 3.07(b).


 


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


 






    	 	19	 



     


    

 


“Indebtedness”
of a Person means, without duplication, (a) the obligations of such Person (i) for borrowed money, (ii) under or with respect to notes
payable which represent extensions of credit (whether or not representing obligations for borrowed money) to such Person, (iii) constituting
reimbursement obligations with respect to letters of credit and banker’s acceptances issued for the account of such Person, (iv)
for the deferred purchase price of property or services (other than current accounts payable arising in the ordinary course of such Person’s
business payable on terms customary in the trade), (v) for its Contingent Obligations, (vi) for its Net Mark-to-Market Exposure under
Rate Management Transactions, (vii) for its Capitalized Lease Obligations, (viii) [Reserved], (ix) [Reserved] and (x) with respect to
Disqualified Stock, (b) the obligations of others, whether or not assumed, secured by Liens on property of such Person or payable out
of the proceeds of, or production from, property or assets now or hereafter owned or acquired by such Person and (c) any other obligation
or other financial accommodation which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated
balance sheet of such Person.


 


“Indebtedness for
Borrowed Money” of a Person means, without duplication, (a) the outstanding principal amount of indebtedness for borrowed money
(whether or not evidenced by bonds, debentures, notes or similar instruments), (b) obligations for the deferred purchase price of property
or services (other than (i) trade accounts payable, intercompany charges and expenses, deferred revenue and other accrued liabilities
(including deferred payments in respect of services by employees), in each case incurred in the ordinary course of business and (ii) any
earn-out obligation or other post-closing balance sheet adjustment prior to such time as it becomes a liability on the balance sheet of
the Borrower in accordance with GAAP), (c) Capitalized Lease Obligations, (d) unpaid reimbursement obligations with respect to drawn letters
of credit and banker’s acceptances issued for the account of such Person (to the extent not already cash collateralized) and (e)
obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire,
or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of any other Person of the kinds referred to
in clause (a), (b), (c) or (d) above. Notwithstanding the foregoing, clause (c) shall not include any obligations of the Borrower or any
Subsidiary classified as Capitalized Lease Obligations under GAAP or for other accounting purposes, but for which the Borrower and its
Subsidiaries do not make and are not required to make any cash payment.


 


“Indemnified Taxes”
means Taxes (other than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation of the Borrower
hereunder.


 


“Indemnitee”
is defined in ‎Section 9.06(b).


 


“Information”
is defined in ‎Section 9.10.


 


“Interest Period”
means, with respect to a SOFR Advance, a period commencing on the Closing Date or on the date on which a SOFR Advance is continued or
a Base Rate Advance is converted into a SOFR Advance and ending on the date that is (a) one, three or six months thereafter or (b) upon
consent of all Lenders, such other date thereafter, in each


 






    	 	20	 



     


    

 


case as selected by the Borrower in its Borrowing Notice or Conversion/Continuation
Notice; provided, that, (i) 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 the calendar month at the end of such Interest Period and (ii) if an Interest Period would otherwise end on a day which is not a Business
Day, such Interest Period shall end on the next succeeding Business Day; provided, however, that if said next succeeding Business
Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day. No tenor that has been removed
from this definition pursuant to Section 3.07(c)(iv) shall be available for specification in any Borrowing Notice or Conversion/Continuation
Notice.


 


“Judgment Currency”
is defined in ‎Section 15.06.


 


“Lenders”
means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns, as well as
any Person that becomes a “Lender” hereunder pursuant to an Assignment and Assumption.


 


“Lending Installation”
means, with respect to a Lender or the Agents, the office, branch, subsidiary or affiliate of such Lender or Agent listed on the administrative
information sheets provided to the Administrative Agent in connection herewith, or otherwise selected by such Lender or Agent pursuant
to ‎Section 2.16.


 


“Lien”
means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority
or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest
of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).


 


“Loan”
means an extension of credit by a Lender to the Borrower pursuant to ‎Sections
2.01(a).


 


“Loan Documents”
means this Agreement, any joinder agreement delivered in accordance with Section 4.02 or Section 6.14 pursuant to which
a Subsidiary of the Borrower joins this Agreement as a Guarantor, any Notes issued pursuant to ‎Section
2.13 (if requested) and each other document jointly designated as a “Loan Document” in writing by the Borrower and the
Administrative Agent, as the same may be amended, restated or otherwise modified and in effect from time to time.


 


“Major Subsidiary”
means any Subsidiary of the Borrower which has at any time total assets (after intercompany eliminations) exceeding 10% of Consolidated
Assets.


 


“Material Acquisition”
means any Acquisition the total consideration for which is equal to or greater than $220,000,000.


 


“Material Adverse
Effect” means a material adverse effect on (a) the financial condition, results of operations, business or Property of the Borrower
and its Subsidiaries taken as a whole or (b) the rights of or remedies available to the Lenders or the


 






    	 	21	 



     


    

 


Administrative Agent against the
Credit Parties, taken as a whole, under the Loan Documents, taken as a whole.


 


“Material Subsidiary”
means, each Wholly Owned Subsidiary of the Borrower which has total assets (after intercompany eliminations) exceeding 1% of Consolidated
Assets as of the last date of any fiscal quarter of the Borrower most recently ended for which financial statements have been (or were
required to be) delivered pursuant to Section 6.01(a) or (b) (or, prior to the date such financial statements are first required
to be delivered pursuant to Section 6.01(a) or (b) after the Spinoff Date, as of June 30, 2022).


 


“Moody’s”
means Moody’s Investors Service, Inc., and its successors and assigns.


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 3(37) of ERISA that is subject to Title IV of ERISA and to which the Borrower, any Subsidiary
or any member of the Controlled Group makes contributions, is obligated to make contributions or has any liability.


 


“Net Mark-to-Market
Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate Management Transactions. “Unrealized losses” means the fair market value of
the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction
were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of
replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated
as of that date).


 


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


 


“Non-Funding Lender”
is defined in the definition of “Defaulting Lender.”


 


“Note”
is defined in Section 2.13(e).


 


“Obligations”
means all Loans, debts, liabilities, obligations, covenants and duties owing by the Borrower to any of the Agents, any Lender, the Arrangers,
any affiliate of the Agents or any Lender, the Arrangers, or any indemnitee under the provisions of ‎Section
9.06 or any other provisions of the Loan Documents, in each case of any kind or nature, present or future, arising under this Agreement
or any other Loan Document, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money,
whether arising by reason of an extension of credit, loan, foreign exchange risk, guaranty, indemnification, or in any other manner, whether
direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising
and however acquired (including, for the avoidance of doubt, interest accruing after the maturity of the Loans and interest accruing after
the filing of any petition in bankruptcy, or the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding). The term includes, without limitation, all interest, charges, expenses,
fees,


 






    	 	22	 



     


    

 


attorneys’ fees and disbursements, paralegals’ fees, and any other sum chargeable to the Borrower under this Agreement
or any other Loan Document.


 


“OFAC”
means the Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


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


 


“Other Taxes”
means all present or future stamp, documentary, intangible, recording or filing taxes or any similar taxes, charges or levies arising
from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such
Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to ‎Section
2.18).


 


“Overnight Rate”
means, for any day, the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.


 


“Participant”
is defined in ‎Section 12.01(d).


 


“Participant Register”
is defined in ‎Section 12.01(d).


 


“Payment Date”
means (a) with respect to Base Rate Advances, (x) initially, the three-month anniversary of the Closing Date and (y) thereafter, the date
that is three months following the previous Payment Date and (b) with respect to SOFR Advances, the last day of the Interest Period applicable
to such SOFR Advance.


 


“Payment Recipient”
is defined in Section 10.11(a).


 


“PBGC”
means the Pension Benefit Guaranty Corporation, or any successor thereto.


 


“Permitted
Refinancing” means, with respect to any Specified Indebtedness for Borrowed Money, any Specified Indebtedness for Borrowed Money
issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to
“Refinance”), the Specified Indebtedness for Borrowed Money being Refinanced (or previous refinancings thereof constituting
a Permitted Refinancing); provided that the principal amount thereof does not exceed the sum of (a) the principal amount of the
Specified Indebtedness for Borrowed Money being Refinanced, plus (b) prepayment premiums (including tender premiums) and penalties, accrued
interest, defeasance costs, and fees, costs and expenses incurred in connection therewith.


 






    	 	23	 



     


    

 


“Person”
means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or
other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.


 


“Plan”
means an employee benefit plan other than a Multiemployer Plan which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code as to which the Borrower, any Subsidiary or any member of the Controlled Group may have liability.


 


“Platform”
is defined in ‎Section 6.01.


 


“Pricing Schedule”
means the Schedule identifying the Applicable Margin attached hereto identified as such.


 


“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal
ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release
H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar
rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by
the Administrative Agent).


 


“Property”
of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.


 


“Pro Rata Share”
means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender’s Commitment at such time (in
each case, as adjusted from time to time in accordance with the provisions of this Agreement) and the denominator of which is the Aggregate
Commitments at such time, or, if the Aggregate Commitments have been terminated, a portion equal to a fraction the numerator of which
is such Lender’s Loans at such time and the denominator of which is the sum of the Loans at such time.


 


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


 


“Public Debt Rating”
means the public credit rating for the Borrower’s senior unsecured, long-term debt without third-party credit enhancement by S&P
and Moody’s.


 


“Public Lender”
is defined in ‎Section 6.01.


 


“Qualified Securitization
Financing” means any Securitization Financing that meets the following conditions: (1) the Borrower shall have determined in
good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions)
is in the aggregate economically fair and reasonable to Borrower or the applicable Subsidiary, as the case may be; (2) all sales of Securitization


 






    	 	24	 



     


    

 


Assets and related assets by Borrower or the
applicable Subsidiary (other than a Securitization Subsidiary) either to the applicable Securitization Subsidiary or directly to the
applicable third-party financing providers (as the case may be) are made at fair market value (as determined in good faith by
Borrower); and (3) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as
determined in good faith by Borrower) and may include Standard Securitization Undertakings.


 


“Rate Management
Transaction” (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any
and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement. For the avoidance of doubt, the following shall not be deemed
a “Rate Management Transaction”: (i) any phantom stock or similar plan (including any stock option plan) providing for payments
only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries,
(ii) any stock option or warrant agreement for the purchase of equity interests of the Borrower, (iii) the purchase of equity interests
or Indebtedness (including securities convertible into equity interests) of the Borrower pursuant to delayed delivery contracts or (iv)
any of the foregoing to the extent that it constitutes a derivative embedded in a convertible security issued by the Borrower.


 


“Ratings Date”
means the first date on which (a) the Borrower achieves a public rating of BBB-, Baa3 and/or BBB- (or, in each case, higher), as applicable,
from two of the three of S&P, Moody’s and Fitch and (b) no Default shall have occurred and be continuing.


 


“Register”
is defined in ‎Section 12.01(c).


 


“Regulation D”
means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or
other regulation or official interpretation of said Board of Governors.


 


“Regulation U”
means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation
or official interpretation of said Board of Governors.


 






    	 	25	 



     


    

 


“Regulation X”
means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation
or official interpretation of said Board of Governors.


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates, controlling Persons, successors and assigns, and the directors, officers,
employees, agents and advisors of the foregoing.


 


“Relevant Governmental
Body” means with respect to a Benchmark Replacement, the Board of Governors of the Federal Reserve System or the Federal Reserve
Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal
Reserve Bank of New York, or any successor thereto.


 


“Reportable Event”
means a reportable event, as defined in Section 4043 of ERISA and the regulations issued under such Section, with respect to a Plan, excluding,
however, such events as to which the PBGC has by regulation or otherwise waived the requirement of Section 4043(a) of ERISA that it be
notified within thirty (30) days of the occurrence of such event; provided, however, that a failure to meet the minimum
funding standard of Section 412 of the Code or of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such
waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(c) of the Code.


 


“Required Lenders”
means, on any date of determination, Lenders in the aggregate having greater than fifty percent (50%) of the Aggregate Commitment and
Loans on such date; provided that the Commitment of, and the portion of the Loans held or deemed held by, any Defaulting Lender
shall be excluded for purposes of making a determination of Required Lenders.


 


“Requisite Amount”
means $50,000,000.


 


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


 


“RXO Distribution
Condition” shall be satisfied if the distribution of all the issued and outstanding shares of common stock of the Borrower to
the shareholders of XPO Logistics, Inc. (the “Spinoff”, and the date of such Spinoff, the “Spinoff Date”)
shall have been consummated in a manner substantially consistent in all material respects with the description thereof in the Borrower
Form 10, except any failure or failures to be so consistent (i) to the extent relating to (A) any updates to the financial statements,
other financial information, notes thereto and other information contained or to be contained therein in respect of subsequent periods
in accordance with the rules and regulations of the SEC or otherwise relating to the passage of time, (B) information previously omitted,
in whole or in part, in the Borrower Form 10 that is added in connection with the completion of the disclosures contained in the final
Borrower Form 10 or (C) information required to be included therein by applicable law or regulation or included therein in response to
any comment issued by the SEC or (ii) that, in the aggregate, are not material and adverse to


 






    	 	26	 



     


    

 


the interests of the Lenders (in their capacity
as such) (except as otherwise agreed by the Required Lenders).


 


“S&P”
means S&P Global Ratings, a division of S&P Global Inc., and its successors and assigns.


 


“Same Day Funds”
means immediately available funds.


 


“Sanction(s)”
means any economic or financial sanctions or trade embargoes imposed, administered or enforced by the United States Government (including,
without limitation, OFAC or the U.S. Department of State), the United Nations Security Council, the European Union or His Majesty’s
Treasury.


 


“Schedule”
refers to a specific schedule to this Agreement, unless another document is specifically referenced.


 


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


 


“Section”
means a numbered Section of this Agreement, unless another document is specifically referenced.


 


“Securitization Assets”
means any of the following assets (or interests therein) from time to time originated, acquired or otherwise owned by Borrower or any
Subsidiary or in which Borrower or any Subsidiary has any rights or interests, in each case, without regard to where such assets or interests
are located: (1) receivables, payment obligations, installment contracts, and similar rights, whether currently existing or arising or
estimated to arise in the future, and whether in the form of accounts, chattel paper, general intangibles, instruments or otherwise (including
any drafts, bills of exchange or similar notes and instruments), (2) royalty and other similar payments made related to the use of trade
names and other intellectual property, business support, training and other services, including, without limitation, licensing fees, lease
payments and similar revenue streams, (3) revenues related to distribution and merchandising of the products of Borrower and the Subsidiaries,
(4) intellectual property rights relating to the generation of any of the foregoing types of assets, (5) parcels of or interests in real
property, together with all easements, hereditaments and appurtenances thereto, all improvements and appurtenant fixtures and equipment,
incidental to the ownership, lease or operation thereof and (6) any other assets and property to the extent customarily included in securitization
transactions or factoring transactions of the relevant type in the applicable jurisdictions (as determined by Borrower in good faith).


 


“Securitization Financing”
means any transaction or series of transactions that may be entered into by Borrower or any of its Subsidiaries pursuant to which Borrower
or any of its Subsidiaries may sell, assign, convey or otherwise transfer to any other Person, or may grant a security interest in, any
Securitization Assets (whether now existing or arising in the future) of Borrower or any of its Subsidiaries, and any assets related thereto
including, without limitation, all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations
in respect of such Securitization Assets,


 






    	 	27	 



     


    

 


proceeds of such Securitization Assets and other assets which are customarily sold, assigned,
conveyed or transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions
or factoring transactions involving Securitization Assets and any hedging obligations entered into by Borrower or any such Subsidiary
in connection with such Securitization Assets.


 


“Securitization Repurchase
Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase
Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of
a Securitization Asset or portion thereof becoming subject to any asserted defense, dispute, dilution, off-set or counterclaim of any
kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.


 


“Securitization Subsidiary”
means a Wholly Owned Subsidiary (or another Person formed for the purposes of engaging in a Qualified Securitization Financing with Borrower
or any of its Subsidiaries in which Borrower or any of its Subsidiaries makes an investment and to which Borrower or any of its Subsidiaries
transfers Securitization Assets and related assets) which engages in no activities other than in connection with the financing of Securitization
Assets of Borrower and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating
thereto, and any business or activities incidental or related to such business, and which is designated by the Borrower as a Securitization
Subsidiary and: (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by Borrower
or any other Subsidiary (excluding guarantees of obligations (other than the principal of and interest on, Indebtedness) pursuant to Standard
Securitization Undertakings), (ii) is recourse to or obligates Borrower or any other Subsidiary in any way other than pursuant to Standard
Securitization Undertakings, or (iii) subjects any property or asset of Borrower or any other Subsidiary, directly or indirectly, contingently
or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; (b) with which neither Borrower
nor any Subsidiary has any material contract, agreement, arrangement or understanding other than on terms which Borrower reasonably believes
to be no less favorable to Borrower or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates
of Borrower (other than pursuant to Standard Securitization Undertakings); and (c) to which neither Borrower nor any Subsidiary has any
obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating
results (other than pursuant to Standard Securitization Undertakings).


 


“Signing Date”
has the meaning set forth in the definition of “Commitment Letter”.


 


“SOFR”
means, with respect to any U.S. Government Securities Business Day, a rate per annum equal to the secured overnight financing rate for
such U.S. Government Securities Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately
succeeding U.S. Government Securities Business Day.


 






    	 	28	 



     


    

 


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


 


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


 


“SOFR Advance”
or “SOFR Loan” means an Advance or Loan which, except as otherwise provided in Section 2.11, bears interest
based on Term SOFR. SOFR Advances and SOFR Loans shall be denominated in Dollars.


 


“Specified Indebtedness
for Borrowed Money” means (a) Indebtedness for Borrowed Money described under clause (a) of the definition of Indebtedness for
Borrowed Money of any Major Subsidiary that is not a Guarantor and (b) guarantees by any Major Subsidiary that is not a Guarantor of any
Indebtedness for Borrowed Money described under clause (a) of the definition thereof.


 


“Spinoff”
is defined in the definition of “RXO Distribution Condition.”


 


“Spinoff Certificate”
means an officer’s certificate, dated as of the Closing Date, certifying that in the good faith judgment of the Borrower, the RXO
Distribution Condition is expected to be satisfied on or within one (1) Business Day of the delivery of such certificate.


 


“Spinoff Date”
is defined in the definition of “RXO Distribution Condition.”


 


“Standard Securitization
Undertakings” means representations, warranties, covenants, indemnities, reimbursement obligations, performance undertakings,
guarantees of performance and other customary payment obligations entered into by Borrower or any of its Subsidiaries, whether joint and
several or otherwise, which Borrower has determined in good faith to be customary in a Securitization Financing including, without limitation,
those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation
shall be deemed to be a Standard Securitization Undertaking.


 


“Stated Maturity
Date” is defined in the definition of “Facility Termination Date.”


 


“Subject Related
Parties” means, with respect to any Person, such Person’s (a) controlling Persons, controlled Affiliates or subsidiaries,
(b) directors, officers or employees of such Person or of any of its subsidiaries, controlled Affiliates or controlling Persons or (c)
agents and advisors of such Person or of any of its subsidiaries, controlled Affiliates or controlling Persons.


 


“Subsidiary”
of a Person means (a) any corporation more than fifty percent (50%) of the outstanding securities having ordinary voting power of which
shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its


 






    	 	29	 



     


    

 


Subsidiaries or by such Person
and one or more of its Subsidiaries, or (b) any partnership, limited liability company, association, joint venture or similar business
organization more than fifty percent (50%) of the ownership interests having ordinary voting power of which shall at the time be so owned
or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the
Borrower.


 


“Substantial Portion”
means, on any date of determination, with respect to the Property of the Borrower and its Subsidiaries, Property which represents more
than fifteen percent (15%) of the Consolidated Assets of the Borrower and its Subsidiaries on such date.


 


“Syndication Agent”
means Bank of America, N.A., in its capacity as a syndication agent for the Lenders, and not in its individual capacity as a Lender.


 


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


 


“Term SOFR”
means,


 


(a)       for
any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on
the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business
Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator, plus 0.10%; provided,
however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for
the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR
Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator
on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by
the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government
Securities Business Days prior to such Periodic Term SOFR Determination Day; and


 


(b)       for
any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day,
the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such
day, as such rate is published by the Term SOFR Administrator, plus 0.10%; provided, however, that if as of 5:00 p.m. (New
York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published
by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term
SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government
Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so


 






    	 	30	 



     


    

 


long as
such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior
to such Base Rate Term SOFR Determination Day;


 


provided, further,
that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be
less than 0.0%, then Term SOFR shall be deemed to be 0.0%.


 


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


 


“Term SOFR Reference
Rate” means the rate per annum determined by the Administrative Agent (in its reasonable discretion and in a manner consistent
with then-prevailing market practice) as the forward-looking term rate based on SOFR.


 


“Ticking Fee”
is defined in Section 2.05.


 


“Ticking Fee Rate”
means the percentage rate per annum which is applicable at such time as set forth under the heading “Ticking Fee” in the Pricing
Schedule.


 


“Type”
means, with respect to any Advance, its nature as a Base Rate Advance or SOFR Advance.


 


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


 


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


 


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


 


“Unfunded Liabilities”
means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Plans exceeds the fair market
value of all such Plans’ assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans
using PBGC actuarial assumptions for single-employer plan terminations.


 


“Unmatured Default”
means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.


 






    	 	31	 



     


    

 


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


 


“U.S. Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)), as amended.


 


“U.S. Tax Compliance
Certificate” is defined in ‎Section 3.05(e)(ii)(B)(3).


 


“Wholly Owned Subsidiary”
of any Person means a Subsidiary of such Person 100% of the outstanding equity interests or other ownership interests of which (other
than directors’ qualifying shares or shares required pursuant to applicable law) shall at the time be owned by such Person or by
one or more Wholly Owned Subsidiaries of such Person.


 


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


 


The foregoing definitions
shall be equally applicable to both the singular and plural forms of the defined terms.


 


Any accounting terms used
in this Agreement which are not specifically defined herein shall have the meanings customarily given them in accordance with Agreement
Accounting Principles.


 


Section 1.02     
Exchange Rates, Basket Calculations. 


 


(a)         
For purposes of determining compliance with ‎Section 6.10 and Section 6.11, no Unmatured Default or Default
shall be deemed to have occurred solely as a result of changes in Exchange Rates occurring after the time any Specified Indebtedness for
Borrowed Money or Lien, as applicable, is created or incurred.


 


(b)         
For purposes of determining compliance with ‎Section 6.12, the amount of Indebtedness for Borrowed Money denominated
in any currency other than Dollars will be converted into Dollars based on the relevant Exchange Rate(s) in effect as of the last day
of the fiscal quarter of the Borrower for which the Consolidated Leverage Ratio is calculated.


 






    	 	32	 



     


    

 


Article
2

The Credits


 


Section 2.01     
Description of Facility; Commitment.


 


(a)         
Loans. Each Lender severally and not jointly agrees, upon the satisfaction of the conditions precedent set forth in Section
4.02 and on the terms and conditions set forth in this Agreement, to make a single Advance to the Borrower on the Closing Date in
Dollars in an aggregate amount not to exceed such Lender’s Commitment. The Advances shall be available in a single draw on the Closing
Date. Advances borrowed under this Section 2.01(a) and paid or prepaid may not be reborrowed.


 


(b)         
Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, this Section 2.01 shall
be subject to the terms and conditions of ‎Section 2.21.


 


Section 2.02     
Facility Termination Date. Any outstanding Loans and all other unpaid Obligations (other than contingent indemnity obligations)
shall be paid in full by the Borrower on the Facility Termination Date. Notwithstanding the termination of this Agreement on the Facility
Termination Date, until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied
and all financing arrangements among the Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated,
all of the rights and remedies under this Agreement and the other Loan Documents shall survive.


 


Section 2.03     
Repayment of Loans. The Borrower shall repay to the Administrative Agent for the ratable account of each Lender on the
last Business Day of each March, June, September and December until the Facility Termination Date, commencing with March 31, 2023, an
aggregate principal amount of Loans equal to (i) with respect to the fiscal quarter ending March 31, 2023 and the first seven (7) full
fiscal quarters ended thereafter, 0.0% of the aggregate principal amount of Loans made on the Closing Date, (ii) with respect to the first
eight (8) full fiscal quarters ended after the end of the time period set forth in the preceding clause (i), 1.25% of the aggregate principal
amount of Loans made on the Closing Date and (iii) thereafter, 2.50% of the aggregate principal amount of Loans made on the Closing Date.
Section 2.04 Types of Advances. The Advances may consist of Base Rate Loans, SOFR Loans, or a combination thereof, selected
by the Borrower in accordance with Sections 2.08 and 2.09.


 


Section 2.05     
Fees; Reductions in Aggregate Commitment.


 


(a)         
Ticking Fee. The Borrower shall pay, or cause to be paid, to the Administrative Agent, for the ratable account of each Lender,
a ticking fee in Dollars (the “Ticking Fee”) which shall accrue at a per annum rate equal to the Ticking Fee Rate on
the aggregate outstanding Commitments of each such Lender under the Credit Facility, as adjusted pursuant to Section 2.05(e) or
Section 2.05(f), on each day from and including the date that is ninety (90) days after the Signing Date to but excluding the earlier
of (i) the Closing Date and (ii) the date on which the Commitments hereunder have been terminated


 






    	 	33	 



     


    

 


in full. Any such Ticking Fee shall
be payable on the earlier to occur of clauses (i) and (ii) in the immediately preceding sentence; provided that no Ticking Fee
shall accrue hereunder with respect to the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.


 


(b)         
[Reserved].


 


(c)         
[Reserved].


 


(d)         
Fee Letters. The Borrower shall pay to the Administrative Agent for its account (or for the account of the Lenders) fees
in Dollars (unless otherwise specified in the applicable Fee Letter) in the amounts and at the times specified in the applicable Fee Letter.
Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.


 


(e)         
Mandatory Termination or Reductions in Aggregate Commitment.


 


(i)         
The Commitment of each Lender shall automatically terminate on the earlier to occur of (x) the Closing Date (after giving effect
to the funding of the Loans pursuant to Section 2.01(a)) and (y) if the RXO Distribution Condition has not been satisfied on or
prior to such date, April 15, 2023 (or, such later date agreed to by Lenders holding Commitments representing 100% of the Aggregate Commitments).


 


(f)         
Optional Termination or Reduction of the Commitment. The Borrower may permanently reduce the Commitments in whole, or in
part, ratably (except as provided in ‎Section 2.18) among the Lenders, in integral multiples of $3,000,000 or any whole
multiple of $1,000,000 in excess thereof, by giving the Administrative Agent notice of such reduction not later than 11:00 a.m. (New York
time) on any Business Day, which notice shall specify the amount of any such reduction and which notice may be conditioned upon the occurrence
of one or more events specified therein.


 


Section 2.06     
Minimum Amount of Each Advance. Each SOFR Advance and each Base Rate Advance shall be in the minimum amount of $5,000,000
(and in multiples of $1,000,000 in excess thereof).


 


Section 2.07     
Prepayments, Optional Prepayments.


 


(a)         
Mandatory Prepayment of Loans. If the condition precedent set forth in Section 4.02(b) has been satisfied by delivery
of a Spinoff Certificate and the Spinoff is not consummated on or prior to the fifth (5th) Business Day following the delivery
of such Spinoff Certificate, the Borrower shall immediately prepay 100% of the aggregate principal amount of the outstanding Loans. The
prepayment of the Loans shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the of
prepayment.


 


(b)         
Optional Termination or Reduction of Loans. 


 






    	 	34	 



     


    

 


(i)         
[Reserved].


 


(ii)         
The Borrower may from time to time pay, without penalty or premium, all of its outstanding Base Rate Advances, or, in a minimum
aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of its outstanding Base Rate Advances,
upon prior notice to the Administrative Agent substantially in the form of Exhibit C, or such other form as may be approved by the Administrative
Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent)
appropriately completed and signed by an Authorized Officer of the Borrower stating the proposed date and aggregate principal amount of
the applicable prepayments at or before 11:00 a.m. (New York time) on the date of such payment.


 


(iii)         
The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by ‎Section
3.04 but without penalty or premium, all of its outstanding SOFR Advances, or, in a minimum aggregate amount of $5,000,000 or any
integral multiple of $1,000,000 in excess thereof, any portion of its outstanding SOFR Advances upon prior notice to the Administrative
Agent substantially in the form of Exhibit C, or such other form as may be approved by the Administrative Agent (including any form on
an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and
signed by an Authorized Officer of the Borrower stating the proposed date and aggregate principal amount of the applicable prepayments
at or before 11:00 a.m. (New York time) at least three (3) Business Days’ prior to the date of such payment (or, subject to the
payment of any funding indemnification amounts required by ‎Section 3.04, such other prior notice as the Administrative
Agent may agree to).


 


(iv)         
Subject to Section 2.21, each such prepayment of a Borrowing pursuant to the foregoing clauses (i) through (iii)
shall be shared by the Lenders ratably in accordance with their respective Pro Rata Share. Any notice delivered pursuant to this Section
2.07 may be conditioned upon the occurrence of one or more events specified therein.


 


Section 2.08     
Notice of Borrowing. The Borrower shall give the Administrative Agent notice (which notice may be conditioned on the
satisfaction or waiver (in accordance with Section 8.02) of the conditions set forth in ‎Section 4.02) substantially
in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic
platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and
signed by an Authorized Officer of the Borrower (a “Borrowing Notice”) not later than 11:00 a.m. (New York time) (x)
on the Closing Date with respect to a Base Rate Advance and (y) three (3) Business Days before the Closing Date with respect to a SOFR
Advance. For the avoidance of doubt, a Borrowing Notice may be delivered prior to the Effective Date. A Borrowing Notice shall specify:


 






    	 	35	 



     


    

 


(a)         
the requested date of borrowing of such Advance, which shall be a Business Day,


 


(b)         
the aggregate amount of such Advance,


 


(c)         
the Type of Advance,


 


(d)         
with respect to SOFR Advances, the Interest Period applicable thereto, and


 


(e)         
the location and number of the Borrower’s account to which proceeds of the Advance are to be disbursed.


 


If no Interest Period is specified
with respect to any SOFR Advance, the Borrower will be deemed to have selected an Interest Period of one month’s duration.


 


Section 2.09     
Conversion and Continuation of Outstanding Advances. Base Rate Advances shall continue as Base Rate Advances unless
and until such Base Rate Advances are converted into SOFR Advances pursuant to this ‎Section 2.09 or are repaid in accordance
with ‎Sections 2.03 or 2.07. Each SOFR Advance shall continue as a SOFR Advance until the end of the then applicable
Interest Period therefor, at which time such SOFR Advance shall be automatically continued as a SOFR Advance with an Interest Period of
one month, unless (x) such SOFR Advance is or was repaid in accordance with ‎Sections 2.03 or 2.07 or (y) the
Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of
such Interest Period, such SOFR Advance convert to a Base Rate Advance or continue as a SOFR Advance for the same or another Interest
Period. Subject to the terms of ‎Section 2.06, the Borrower may elect from time to time to convert all or any part of
an Base Rate Advance into a SOFR Advance. Notwithstanding anything to the contrary contained in this ‎Section 2.09,
when any Default has occurred and is continuing (I) no Base Rate Advance may be converted into a SOFR Advance (except with the consent
of the Required Lenders) and (II) no SOFR Advance shall be continued other than as a SOFR Loan with an Interest Period of one month. The
Borrower shall give the Administrative Agent notice substantially in the form of Exhibit F (a “Conversion/Continuation
Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or
electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an
Authorized Officer of the Borrower, of each conversion of a Base Rate Advance into a SOFR Advance, conversion of a SOFR Advance into a
Base Rate Advance or continuation of a SOFR Advance not later than 11:00 a.m. (New York time) at least three (3) Business Days prior to
the date of the requested conversion or continuation, specifying:


 


(a)         
the requested date, which shall be a Business Day, of such conversion or continuation,


 


(b)         
the aggregate amount and Type of the Advance which is to be converted or continued, and


 


(c)         
the duration of the Interest Period applicable thereto.


 






    	 	36	 



     


    

 


Section 2.10     
Interest Rates.


 


(a)         
Each Base Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date
such Advance is made or is converted from a SOFR Advance into a Base Rate Advance, to but excluding the date it is paid or is converted
into a SOFR Advance pursuant to ‎Section 2.09 hereof, at a rate per annum equal to the Base Rate plus the Applicable
Margin for such day. Changes in the rate of interest on that portion of any Advance maintained as a Base Rate Advance will take effect
simultaneously with each change in the Base Rate.


 


(b)         
Each SOFR Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the first day
of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the Term SOFR rate for the applicable
period plus the Applicable Margin. No Interest Period may end after the Facility Termination Date.


 


Section 2.11     
Rates Applicable After Default. During the continuance of a Default under ‎Section 7.02 the Required
Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding
any provision of Section 8.02 requiring unanimous consent of the Lenders to changes in interest rates and which election and notice
shall not be required after a Default or Unmatured Default under Section ‎7.05 or ‎7.06), declare
that interest on the overdue amount of the Loans shall be payable at a rate (after as well as before the commencement of any proceeding
under any Debtor Relief Laws) equal to 2% per annum in excess of the rate otherwise payable thereon (and, with respect to any other overdue
amounts, shall bear interest at a rate equal to the Base Rate plus the Applicable Margin plus 2% per annum) commencing on
the date of such Default and continuing until such Default is cured or waived.


 


Section 2.12     
Method of Payment. Except as otherwise specified herein, including in Section 1.02, all payments by the Borrower
of principal, interest, fees and its other Obligations shall be made in Dollars. All payments of the Obligations hereunder shall be made,
without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s
address specified pursuant to ‎Article 13, or at any other Lending Installation of the Administrative Agent specified
in writing by the Administrative Agent to the Borrower not later than the Applicable Time on the date when due and shall be applied ratably
by the Administrative Agent among the Lenders entitled thereto. Each payment delivered to the Administrative Agent for the account of
any Lender shall be delivered promptly by the Administrative Agent to such Lender at such Lender’s address specified pursuant to
‎Article 13 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender.


 


Section 2.13     
Noteless Agreement; Evidence of Indebtedness.


 


(a)         
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the extensions of credit made
by such Lender to the Borrower from


 






    	 	37	 



     


    

 


time to time, including the amounts of principal and interest payable and paid to such Lender from
time to time hereunder.


 


(b)         
The Administrative Agent shall also maintain accounts in which it will record (A) the date and the amount of each Loan made hereunder,
the Type thereof and the Interest Period, if any, applicable thereto, (B) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder, (C) the effective date and amount of each Assignment and Assumption
delivered to and accepted by it and the parties thereto pursuant to ‎Section 12.01, (D) the amount of any sum received
by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof, and (E) all other appropriate debits and
credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest. In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such
matters, the accounts and records of the Administrative Agent shall control absent manifest error.


 


(c)         
The entries maintained in the accounts maintained pursuant to clauses (a) and (b) above shall be prima facie
evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative
Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay
its Obligations in accordance with their terms.


 


(d)         
[Reserved]


 


(e)         
Any Lender may request that the Loans made or to be made by it be evidenced by a promissory note in substantially the form of Exhibit
D (each, a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note or
Notes payable to such Lender (or its registered assigns). Thereafter, the Loans evidenced by each such Note and interest thereon shall
at all times (including after any assignment pursuant to ‎Section 12.01) be represented by one or more Notes payable
to the payee named therein or any assignee pursuant to ‎Section 12.01, except to the extent that any such Lender or
assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in clauses
(a) and (b) above.


 


Section 2.14     
Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Advance shall be payable in arrears on each
Payment Date, on any date on which the Advance is prepaid, whether by acceleration or otherwise, and on the Facility Termination Date
with respect to such Advance. In addition, interest accrued on that portion of the outstanding principal of any Base Rate Advance converted
to a SOFR Advance on any day other than a Payment Date shall be payable on the date of conversion. Interest accrued on each SOFR Advance
having an Interest Period longer than three (3) months shall also be payable on the last day of each three-month interval during such
Interest Period. With respect to interest on all Base Rate Advances, Ticking Fees and other fees hereunder, such interest or fees shall
be calculated for actual days elapsed on the basis of a 365/366-day year. With respect to all SOFR Advances, interest shall be calculated
for actual dates elapsed on the basis of a 360-day year. Interest shall be payable for the day an Advance is made but not for the day
of any payment on the amount paid if payment is received prior


 






    	 	38	 



     


    

 


to 1:00 p.m. (New York time) at the place of payment. If any payment of
principal of or interest on an Advance, any fees or any other amounts payable to any Agent or any Lender hereunder shall become due on
a day which is not a Business Day, such payment shall be made on the next succeeding Business Day, and, in the case of a principal payment,
such extension of time shall be included in computing interest, fees and commissions in connection with such payment.


 


Section 2.15     
Notification of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Loans. Promptly after
receipt thereof, the Administrative Agent will notify each Lender of the contents of each Borrowing Notice, Conversion/Continuation Notice
and prepayment notice received by it hereunder. The Administrative Agent will notify each Lender of the interest rate applicable to each
Advance promptly upon determination of such interest rate and will give prompt notice to each Lender and the Borrower of each change in
the Base Rate. Not later than the Applicable Time, on the Closing Date, each Lender shall make available its Loan or Loans in funds immediately
available to the Administrative Agent’s Office. The Administrative Agent will make the funds so received from the Lenders available
to the Borrower at the Administrative Agent’s aforesaid address not later than the Applicable Time on the Closing Date.


 


Section 2.16     
Lending Installations. Each Lender may book its Loans at any Lending Installation selected by such Lender and may change
its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Loans and
any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender may, by written
notice to the Administrative Agent and the Borrower in accordance with ‎Article 13, designate replacement or additional
Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made.


 


Section 2.17     
Payments Generally; Administrative Agent’s Clawback.


 


(a)         
Funding by Lenders; Presumption by Administrative Agent. In connection with any borrowing hereunder, the Administrative
Agent may assume that each Lender has made its respective share of such borrowing available on such date in accordance with ‎Section
2.15 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender
has not in fact made its share of the applicable Advance available to the Administrative Agent, then the applicable Lender and the Borrower
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon,
for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by the
Borrower, the Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping
period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.
If such Lender pays its share of the applicable Advance to the Administrative Agent, then the amount so paid shall constitute such Lender’s
Loan included in such


 






    	 	39	 



     


    

 


Advance. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender
that shall have failed to make such payment to the Administrative Agent.


 


(b)         
Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative Agent for the ratable account of the Lenders hereunder
that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date
in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower
has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand
the amount so distributed to such Lender in Same Day Funds with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.


 


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


 


(c)         
Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant to
‎Section 9.06(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation
or to make any payment under ‎Section 9.06(c) on any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its
Loan or to make its payment under ‎Section 9.06(c).


 


Section 2.18     
Replacement of Lender. If any Lender requests compensation under ‎Section 3.01 or ‎3.02,
or if any Lender gives notice to the Borrower pursuant to ‎Section 3.07(b), or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to ‎Section 3.05,
or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the
Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in, and consents required by, ‎Section 12.01), all of its interests, rights
and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that:


 


(a)         
The Borrower shall have paid to the Administrative Agent the assignment fee specified in ‎Section 12.01(b)(iv);


 


(b)         
such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any


 






    	 	40	 



     


    

 


amounts under Section
3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of
all other amounts);


 


(c)         
in the case of any such assignment resulting from a claim for compensation under ‎Section 3.01 or payments required
to be made pursuant to ‎Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)         
such assignment does not conflict with applicable laws; and


 


(e)         
in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders,
such assignee shall have consented to the relevant amendment or waiver.


 


A Lender shall not be required
to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply.


 


Section 2.19     
Sharing of Payments by Lenders. Except as otherwise specified herein, if any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, resulting
in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than
its Pro Rata Share to which it is entitled pursuant hereto, then the Lender receiving such greater proportion shall (a) notify the Administrative
Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments
as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with their respective
Pro Rata Share; provided that:


 


(a)         
if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and


 


(b)         
the provisions of this Section 2.19 shall not be construed to apply to (x) any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting
Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans
to any assignee or participant, other than to the Borrower or any Subsidiary (as to which the provisions of this Section 2.19 shall
apply).


 


The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.


 


Section 2.20     
[Reserved].


 






    	 	41	 



     


    

 


Section 2.21     
Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting
Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:


 


(a)         
Waivers and Amendments. That 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 8.02 and the definition of Required Lender.


 


(b)         
Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent
for the account of that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity,
pursuant to Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting
Lender pursuant to Section 11.01) 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 that Defaulting Lender to the Administrative Agent hereunder; second, as the
Borrower may request (so long as no Default or Unmatured Default exists), to the funding of any Loan in respect of which that Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third,
if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released in order to satisfy obligations
of that 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
that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, so
long as no Default or Unmatured 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 that Defaulting Lender as a result of that Defaulting Lender’s breach
of its obligations under this Agreement; and sixth, to that 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 that 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
4.02 were satisfied or waived, such payment shall be applied first 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
on a pro rata basis in accordance with their Pro Rata Shares; 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. 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 2.21 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.


 


(c)         
Certain Fees. The Defaulting Lender shall not be entitled to receive any Ticking Fee pursuant to Section 2.05(a)
for any period during which that Lender is a Defaulting Lender.


 






    	 	42	 



     


    

 


(d)         
Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting
Lender should no longer be deemed to be 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,
(x) at the option of the Borrower if such Lender is a Non-Funding Lender and the Closing Date has already occurred and without regard
to any condition precedent set forth in Article IV, make an Advance to the Borrower in an amount up to, in the Borrower’s sole discretion,
the amount of any Advance that such Non-Funding Lender should have made but did not make on the Closing Date or (y) purchase 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 on a pro rata basis by the Lenders in accordance with their Pro Rata Shares whereupon that Lender will cease to be
a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or
on behalf of the Borrower while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of
any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


Article
3

Yield Protection; Taxes


 


Section 3.01     
Yield Protection. If, on or after the date of this Agreement, any Change in Law:


 


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


 


(ii)         
subjects any Lender to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes covered by ‎Section
3.05 and Excluded Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities
or capital attributable thereto; or


 


(iii)         
imposes on any Lender any other condition, cost or expense affecting this Agreement or SOFR Loans made by such Lender therein;


 


and the result of any of the foregoing shall be
to increase the cost to such Lender of making, continuing, converting to or maintaining any SOFR Loans (or, in the case of a Change in
Law with respect to Taxes, any Loan) or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, or
to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then,
upon request of such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for
such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation
under this ‎Section 3.01 unless such Lender is generally seeking


 






    	 	43	 



     


    

 


compensation from other borrowers that are similarly situated to and of similar creditworthiness with respect to its similarly affected
commitments or loans under agreements with such borrowers having provisions similar to this ‎Section
3.01.


 


Section 3.02     
Changes in Capital Adequacy Regulations; Certificates for Reimbursement; Delay in Requests.


 


(a)         
Changes in Capital Adequacy. If any Lender determines that any Change in Law after the date of this Agreement affecting
such Lender or any Lending Installation of such Lender or such Lender’s holding company, if any, regarding capital or liquidity
requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s
holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, such Lender, to a level
below that which such Lender or such Lender’s or holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time
to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender such Lender’s holding
company for any such reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation under this ‎Section
3.02 unless such Lender is generally seeking compensation from other borrowers that are similarly situated to and of similar creditworthiness
with respect to its similarly affected commitments and/or loans under agreements with such borrowers having provisions similar to this
‎Section 3.02.


 


(b)         
Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such
Lender or its holding company, as the case may be, as specified in ‎Section 3.01 or subsection ‎(a) of this
Section 3.02 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay to such Lender the
amount shown as due on any such certificate within fifteen (15) days after receipt thereof.


 


(c)         
Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions
of this Section 3.02 or ‎Section 3.01 shall not constitute a waiver of such Lender’s right to demand such
compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this
Section 3.02 or ‎Section 3.01 for any increased costs incurred or reductions suffered more than nine months prior
to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).


 


(d)         
Additional Reserve Requirements. The Borrower shall pay to each Lender, as long as such Lender shall be required to comply
with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect
of the maintenance of the Commitments or the funding of the Loans, such additional costs (expressed as a percentage per annum and rounded
upwards, if necessary,


 






    	 	44	 



     


    

 


to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender
(as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on
which interest is payable on such Loan, provided the Borrower shall have received at least thirty (30) days’ prior notice (with
a copy to the Administrative Agent) of such additional costs from such Lender. Such Lender shall deliver a certificate to the Borrower
setting forth in reasonable detail a calculation of such actual costs incurred by such Lender and shall certify that it is generally charging
such costs to similarly situated customers of similar creditworthiness of the applicable Lender under agreements having provisions similar
to this ‎Section 3.02(d) If a Lender fails to give notice thirty (30) days prior to the relevant interest payment date,
such additional costs shall be due and payable thirty (30) days from receipt of such notice. For the avoidance of doubt, any amounts paid
under this ‎Section 3.02(d) shall be without duplication of adjustments in connection with any Conforming Changes.


 


Section 3.03     
Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted
that it is unlawful, for the Administrative Agent or any Lender or its applicable Lending Installation to make, maintain or fund SOFR
Loans, or to determine or charge interest rates based upon the SOFR Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall
be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination
no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay or, if applicable, convert all SOFR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor,
if such Lender may lawfully continue to maintain such SOFR Loans to such day, or immediately, if such Lender may not lawfully continue
to maintain such SOFR Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid
or converted.


 


Section 3.04     
Compensation for Losses. Upon demand of any Lender, the Borrower shall promptly compensate such Lender for and hold
such Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)         
any continuation, conversion, payment or prepayment of any SOFR Loan on a day other than the last day of the Interest Period for
such SOFR Loan or other than upon at least three (3) Business Days’ prior notice to the Administrative Agent (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to ‎Section
3.07(b));


 


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


 


(c)         
any assignment of a SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to ‎Section 2.18;


 






    	 	45	 



     


    

 


including any foreign exchange
losses and loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such SOFR Loan or from fees
payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower
shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.


 


Section 3.05     
Taxes.


 


(a)         
Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)         
Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the
extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable
laws require the Borrower or the Administrative Agent to withhold or deduct any such Tax, such Tax shall be withheld or deducted in accordance
with such laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation
to be delivered pursuant to subsection ‎(e) below.


 


(ii)         
If the Borrower or the Administrative Agent shall be required by applicable law to withhold or deduct any Taxes from any payment
under any Loan Document, then (A) the Borrower or the Administrative Agent, as applicable, shall withhold or make such deductions as are
determined by the Borrower or the Administrative Agent, as applicable, to be required based upon the information and documentation it,
or the applicable taxing authority, has received pursuant to subsection ‎(e) below (for the avoidance of doubt, in the
case of any such information and documentation received by an applicable taxing authority, solely to the extent the Borrower or the Administrative
Agent has been provided with a copy of such information and documentation or otherwise has actual knowledge of such information and documentation
and, in each case, is entitled to rely thereon), (B) the Borrower or the Administrative Agent, as applicable, shall timely pay the full
amount withheld or deducted to the relevant Governmental Authority in accordance with applicable law, and (C) to the extent that the withholding
or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so
that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable
under this Section 3.05) the Administrative Agent or any Lender receives an amount equal to the sum it would have received had
no such withholding or deduction been made.


 


(b)         
Payment of Other Taxes. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable laws.


 


(c)         
Indemnification.


 






    	 	46	 



     


    

 


(i)         
Without limiting the provisions of subsection (a) or (b) above, the Borrower shall indemnify the Administrative Agent and each
Lender and shall make payment in respect thereof within thirty (30) days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this
Section 3.05) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent or such Lender,
and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any
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.


 


(ii)         
Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify (x) the Borrower
and the Administrative Agent, and shall make payment in respect thereof within thirty (30) days after demand therefor, against any and
all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements
of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent
by any Governmental Authority as a result of (1) the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or
deficiency of, any documentation required to be delivered by such Lender to the Borrower or the Administrative Agent pursuant to subsection
‎(e) or (2) the failure of such Lender to comply with the provisions of ‎Section 12.01(d) relating
to the maintenance of a Participant Register and (y) the Administrative Agent against any Indemnified Taxes or Other Taxes attributable
to such Lender (but only to the extent the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes or
Other Taxes and without limiting the obligation of the Borrower to do so) or Excluded Taxes attributable to such Lender, 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
or the Borrower 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 this Agreement or any other Loan Document against any amount due to the Administrative
Agent under this clause ‎(ii). The agreements in this clause ‎(ii) shall survive the
resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination
of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.


 


(d)         
Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of
Taxes by the Borrower or the Administrative Agent to a Governmental Authority as provided in this ‎Section 3.05, the


 






    	 	47	 



     


    

 


Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required
by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the -Administrative Agent,
as the case may be.


 


(e)         
Status of Lenders; Tax Documentation.


 


(i)         
Each Lender shall deliver to the Borrower, the Administrative Agent or the applicable taxing authority, at the time or times prescribed
by applicable laws or when reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation
prescribed by applicable laws or by the taxing authorities of any jurisdiction and such other reasonably requested information (A) to
secure any applicable exemption from, or reduction in the rate of, deduction or withholding imposed by any jurisdiction in respect of
any payments to be made by the Borrower to such Lender, and (B) as will permit the Borrower or the Administrative Agent, as the case may
be, to determine (1) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (2) if applicable,
the required rate of withholding or deduction, and (3) such Lender’s entitlement to any available exemption from, or reduction of,
applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or otherwise to establish
such Lender’s status for withholding tax purposes in the applicable jurisdiction.


 


(ii)         
Without limiting the generality of the foregoing, if the Borrower (or, if the Borrower is disregarded as an entity separate from
its owner for U.S. federal income tax purposes, the Person treated as its owner for U.S. federal income tax purposes) is a “United
States person” within the meaning of Section 7701(a)(30) of the Code,


 


(A)         
any Lender (or, if such Lender is disregarded as an entity separate from its owner for U.S. federal income tax purposes, the Person
treated as its owner for U.S. federal income tax purposes) that is a “United States person” within the meaning of Section
7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) executed
originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable laws or reasonably
requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to
determine whether or not such Lender is subject to backup withholding or information reporting requirements;


 


(B)         
each Foreign Lender (or, if such Foreign Lender is disregarded as an entity separate from its owner for U.S. federal income tax
purposes, the Person treated as its owner for U.S. federal income tax


 






    	 	48	 



     


    

 


purposes) that is entitled under the Code or any applicable treaty
to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver
to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date
on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower
or the Administrative Agent, but only if such Foreign Lender (or, if such Foreign Lender is disregarded as an entity separate from its
owner for U.S. federal income tax purposes, the Person treated as its owner for U.S. federal income tax purposes) is legally entitled
to do so), whichever of the following is applicable:


 


(1)         
executed originals of Internal Revenue Service Form W-8BEN or W-BEN-E, as applicable, claiming eligibility for benefits of an income
tax treaty to which the United States is a party,


 


(2)         
in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed
originals of Internal Revenue Service Form W-8ECI,


 


(3)         
in the case of a Foreign Lender(or, if such Foreign Lender is disregarded as an entity separate from its owner for U.S. federal
income tax purposes, the Person treated as its owner for U.S. federal income tax purposes) claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such
Foreign Lender (or such other Person) is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10
percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed
originals of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable,


 


(4)         
executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation, including 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 H-2 or Exhibit H-3, IRS Form
W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership
and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S.
Tax


 






    	 	49	 



     


    

 


Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner, or


 


(5)         
executed originals of any other form prescribed by applicable laws as a basis for claiming exemption from or a reduction in U.S.
federal withholding tax together with such supplementary documentation as may be prescribed by applicable laws to permit the Borrower
or the Administrative Agent to determine the withholding or deduction required to be made.


 


(C)         
each Lender shall deliver to the Administrative Agent and the Borrower such documentation reasonably requested by the Administrative
Agent or the Borrower sufficient for the Administrative Agent and the Borrower to comply with their obligations under FATCA and to determine
whether payments to such Lender are subject to withholding tax under FATCA. Solely for purposes of this subclause ‎(C), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(iii)         
Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify
or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the
reasonable judgment of such Lender and as may be reasonably necessary (including the redesignation of its Lending Installation) to avoid
any requirement of applicable laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction
for taxes from amounts payable to such Lender.


 


(f)         
Treatment of Certain Refunds. Unless required by applicable laws, at no time shall the Administrative Agent have any obligation
to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted
from funds paid for the account of such Lender. If the Administrative Agent or any Lender determines, in its sole discretion, that it
has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower
has paid additional amounts pursuant to this Section 3.05, it shall pay to the Borrower an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.05 with respect to the
Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent or such Lender,
and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided
that the Borrower, upon the request of the Administrative Agent or such Lender, as the case may be, agrees to repay the amount paid over
to the Borrower (plus any penalties, interest (to the extent accrued from the date such refund is paid over to the Borrower) or other
charges imposed by the relevant Governmental Authority), to the Administrative Agent or such Lender in the event the Administrative Agent
or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph
(f), in no event will the indemnified party be required to pay any amount to an






    	 	50	 



     


    

 


indemnifying party pursuant to this paragraph (f) 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 had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent or
any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower
or any other Person.


 


Section 3.06     
Mitigation Obligations. If any Lender requests compensation under ‎Section 3.01 or ‎Section
3.02, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to ‎Section 3.05, or if any Lender gives a notice pursuant to ‎Section 3.07(b), then
such Lender shall use reasonable efforts to designate a different Lending Installation for funding or booking its Loans hereunder or to
assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to ‎Section 3.01, ‎3.02
or ‎3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to ‎Section
3.07(b), as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection
with any such designation or assignment.


 


Section 3.07     
Inability to Determine Rates; Replacing Benchmarks.


 


(a)         
Circumstances Affecting Benchmark Availability.


 


(i)         
[Reserved].


 


(ii)         
Subject to clause (c) below, if (A) the Administrative Agent determines that Term SOFR cannot be determined in accordance
with the terms of this Agreement or (B) the Required Lenders determine that Term SOFR does not adequately and fairly reflect the cost
to such Lenders of making or maintaining such SOFR Loans and delivers written notice of such determination to the Administrative Agent,
the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the
Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or continue any Loan
as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative
Agent (with respect to subclause (B), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the
Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected
SOFR Loans or the affected Interest Periods) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into
Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the


 






    	 	51	 



     


    

 


Borrower shall also pay accrued
interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04.


 


(b)         
Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any applicable
law has made it unlawful or impossible, or any Governmental Authority has asserted that it is unlawful or impossible, for any of the Lenders
(or any of their respective Lending Installations) to honor its obligations hereunder to make or maintain any SOFR Loan, or to determine
or charge interest based upon the Benchmark, SOFR or Term SOFR, such Lender shall promptly give notice thereof to the Administrative Agent
and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”).
Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances
giving rise to such determination no longer exist:


 


(i)         
[reserved]; and


 


(ii)         
with respect to SOFR or Term SOFR, any obligation of such Lender to make SOFR Loans, and any obligation of such Lender to convert
any Loan to a SOFR Loan or continue any Loan as a SOFR Loan, shall be suspended and, if necessary to avoid such illegality, the Administrative
Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”. Upon receipt of
an Illegality Notice with respect to SOFR or Term SOFR, the Borrower shall, if necessary to avoid such illegality, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or convert all SOFR Loans to Base Rate Loans (in each case, if necessary to avoid
such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition thereof),
on the last day of the Interest Period therefor, if such affected Lenders may lawfully continue to maintain such SOFR Loans to such day,
or immediately, if such Lender may not lawfully continue to maintain such SOFR Loans to such day. Upon any such prepayment or conversion,
the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant
to Section 3.04.


 


(c)         
Benchmark Replacement Setting.


 


(i)         
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence
of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark
with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New
York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected
Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment
from Lenders comprising the Required Lenders.


 






    	 	52	 



     


    

 


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


 


(iii)         
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and
the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, (C) the effectiveness
of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement and (D) the
removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.07(c)(iv) below. Any determination, decision or election
that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.07(c),
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error
and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document,
except, in each case, as expressly required pursuant to this Section 3.07(c).


 


(iv)         
Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document,
at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term
rate and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from
time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator
of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or
will not be representative, then the Administrative Agent may modify the “interest period” for any Benchmark settings at or
after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above
either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is
not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement),
then the Administrative Agent may modify the “interest period” for all Benchmark settings at or after such time to reinstate
such previously removed tenor.


 


(v)         
Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
Period, (i) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR Loans to be made, converted
or continued, as applicable,


 






    	 	53	 



     


    

 


during any Benchmark Unavailability
Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion
to Base Rate Loans and (ii) any outstanding affected SOFR Loans will be deemed to have been converted to Base Rate Loans at the end of
the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so
prepaid or converted, together with any additional amounts required pursuant to Section 3.04. During any Benchmark Unavailability
Period or at any time that any tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon
the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.


 


Section 3.08     
Survival. All of the Borrower’s obligations under this ‎Article 3 shall survive termination
of the Aggregate Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent.


 


Article
4

Conditions Precedent


 


Section 4.01     
Effectiveness. The occurrence of the Effective Date is subject to the satisfaction (or waiver) of only the following
conditions precedent:


 


(a)         
the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the
Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary
written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of this Agreement;


 


(b)         
the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf
of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least
three (3) Business Days prior to the Effective Date;


 


(c)         
at least three (3) days prior to the Effective Date, the Borrower shall have provided the documentation and other information about
the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation,
to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior
to the Effective Date; and


 


(d)         
the Borrower shall have received a Public Debt Rating of BBB- or better from S&P or a Public Debt Rating of Baa3 or better
from Moody’s.


 


The occurrence of the Effective
Date shall be confirmed by a written notice from ‎the Administrative
Agent to the Borrower on the Effective Date, and shall be conclusive


 






    	 	54	 



     


    

 


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


 


Section 4.02     
Closing. The occurrence of the Closing Date is subject to the satisfaction (or waiver) of only the following conditions
precedent:


 


(a)         
the Effective Date shall have occurred;


 


(b)         
at the Borrower’s option, (i) the Borrower shall have delivered to the Administrative Agent the Spinoff Certificate or (ii)
the RXO Distribution Condition shall have been satisfied;


 


(c)         
the Borrower shall have delivered to the Administrative Agent an officer’s certificate, substantially in the form attached
hereto as Exhibit G, dated as of the Closing Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the
Closing Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in ‎Article
5 are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality”
or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all
respects) as of the Closing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date,
in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations
and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such
representations and warranties shall have been true and correct in all respects) on and as of such earlier date;


 


(d)         
the Borrower shall have delivered to the Administrative Agent a favorable written opinion (addressed to the Administrative Agent
and the Lenders and dated the Closing Date) of Wachtell, Lipton, Rosen & Katz reasonably acceptable to the Administrative Agent;


 


(e)         
each Note requested from the Borrower in writing at least five (5) Business Days prior to the Closing Date by any Lender pursuant
to ‎Section 2.13 shall have been executed by the Borrower; and


 


(f)         
the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf
of the Lenders, or its counsel on the Closing Date and (in the case of expenses) for which the Borrower has received an invoice at least
three (3) Business Days prior to the Closing Date (provided that such invoice may reflect an estimate and/or only costs processed
to date and shall not thereafter preclude a


 






    	 	55	 



     


    

 


final settling of accounts between the Borrower and the Administrative Agent, including with
respect to fees, costs or expenses incurred prior to the Closing Date);


 


(g)         
the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation or formation, as applicable,
of each Credit Party, together with all amendments thereto, and a certificate of good standing or like certificate in its jurisdiction
of incorporation or formation (to the extent that such concept exists in such jurisdiction), as applicable, for such Credit Party, each
certified by the appropriate governmental officer in its jurisdiction of incorporation or formation, as applicable (or, to the extent
such certificate of incorporation or formation is not certified by the appropriate governmental officer in its jurisdiction of incorporation
or formation, but such concept exists in such jurisdiction, the Borrower shall have delivered to the Administrative Agent a certification
that such certificate of incorporation or formation has been filed with the appropriate government office in its jurisdiction of incorporation
to become effective on the date the Spinoff is consummated);


 


(h)         
the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of each
Credit Party, of each Credit Party’s by-laws, operating agreement or limited liability company agreement, as applicable, and of
its Board of Directors’ or members’ resolutions, as the case may be, and of resolutions or actions of any other body authorizing
the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation
or formation, as applicable, provided pursuant to Section 4.02(g);


 


(i)         
each Subsidiary of the Borrower that is not an Excluded Subsidiary as of such date shall have delivered to the Administrative Agent
a joinder agreement substantially in the form attached hereto as Exhibit I; and


 


(j)         
the Borrower shall have delivered a Borrowing Notice in accordance with Section 2.08.


 


The occurrence of the Closing Date shall be confirmed
by a written notice from the Administrative Agent to the Borrower on the Closing Date, and shall be conclusive evidence of the occurrence
thereof.


 


Article
5

Representations and Warranties


 


Each Credit Party represents
and warrants as follows to each Lender and the Agents as of the Closing Date:


 


Section 5.01     
Existence and Standing. Each Credit Party (a) is a corporation, partnership, limited liability company or other entity
duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity)
in good standing under the laws of its jurisdiction of incorporation or organization and (b) has all requisite authority to conduct its
business in each jurisdiction


 






    	 	56	 



     


    

 


in which its business is conducted, except to the extent that the failure to have such authority would not
reasonably be expected to have a Material Adverse Effect.


 


Section 5.02     
Authorization and Validity. Each Credit Party has the power and authority and legal right to execute and deliver the
Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each Credit Party of the
Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper proceedings,
and the Loan Documents to which such Credit Party is a party constitute legal, valid and binding obligations of such Credit Party enforceable
against it in accordance with their terms, except as may be limited by bankruptcy, insolvency or similar laws relating to or affecting
creditors’ rights generally and by general principles of equity, regardless of whether considered in a proceeding in equity or at
law.


 


Section 5.03     
No Conflict; Government Consent.


 


(a)         
Neither the execution and delivery by such Credit Party of the Loan Documents to which it is a party, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on such Credit Party, (ii) such Credit Party’s bylaws, articles or certificate of
incorporation, partnership agreement, certificate of partnership, operating agreement or other management agreement, articles or certificate
of organization or other similar formation, organizational or governing documents, instruments and agreements, as the case may be, or
(iii) the provisions of any indenture, instrument or agreement to which such Credit Party is a party or is subject, or by which it, or
its Property, is bound, except in the case of clauses ‎(i) and ‎(iii) where such violation
would not reasonably be expected to have a Material Adverse Effect.


 


(b)         
No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with,
or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not
been obtained by a Credit Party, is required to be obtained by such Credit Party in connection with the execution and delivery of the
Loan Documents to which it is a party, the borrowings under the Loan Documents, the payment and performance by such Credit Party of its
Obligations or the legality, validity, binding effect or enforceability of the Loan Documents to which it is a party.


 


Section 5.04     
Financial Statements. The December 31, 2021 audited consolidated financial statements of the Borrower and the March
31, 2022 and June 30, 2022 unaudited consolidated financial statements of the Borrower, in each case delivered prior to the Effective
Date to the Arrangers and the Lenders, copies of which are included in the Borrower Form 10, (a) were prepared in accordance with GAAP
(except as otherwise expressly noted therein), (b) fairly present in all material respects the consolidated financial condition and operations
of the Borrower and its Subsidiaries at such date and the consolidated results of their operations and cash flows for the period then
ended (subject, in the case of unaudited quarterly reports, to the absence of footnotes and to normal year-


 






    	 	57	 



     


    

 


end audit adjustments) and
(c) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof
that are required under Agreement Accounting Principles to be reflected thereon.


 


Section 5.05     
Material Adverse Effect. As of the Effective Date, except as disclosed in the Borrower Form 10 (excluding any ‎disclosures
set forth in any risk factor section and in any section relating to forward-‎looking or
safe harbor statements), since December 31, 2021, there has been no material ‎adverse
effect on the financial condition, results of operations, business or Property of the ‎Borrower
and its Subsidiaries taken as a whole.‎


 


Section 5.06     
Solvency. As of the Closing Date, immediately after giving pro forma effect to the Spinoff, (i) the Borrower and its
Subsidiaries on a consolidated basis are able to pay their debts and other liabilities, contingent obligations and other commitments as
they mature in their ordinary course; (ii) the Borrower and its Subsidiaries do not intend to, and do not believe that they will, incur
debts or liabilities beyond their ability to pay as such debts and liabilities mature in their ordinary course; (iii) the Borrower and
its Subsidiaries on a consolidated basis are not engaged in a business or a transaction, and are not about to engage in a business or
a transaction, for which their property would constitute unreasonably small capital after giving due consideration to the prevailing practice
in the industry in which they are engaged; (iv) the fair value of the property and assets of the Borrower and its Subsidiaries on a consolidated
basis is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of the Borrower and its
Subsidiaries on a consolidated basis; and (v) the present fair salable value of the property and assets of the Borrower and its Subsidiaries
on a consolidated basis is not less than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries
on a consolidated basis on their debts as they become absolute and matured. In computing the amount of contingent liabilities for purposes
of this Section 5.06, it is intended that such liabilities will be computed at the amount which, in light of all the facts and
circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability,
and all in accordance with GAAP.


 


Section 5.07     
Litigation. As of the Effective Date, there is no litigation, arbitration, governmental investigation, proceeding or
inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries
which has not been disclosed in the Borrower Form 10 (a) that would reasonably be expected to have a Material Adverse Effect or (b) which
seeks to prevent, enjoin or delay the making of any Loan or otherwise calls into question the validity of any Loan Document and as to
which there is a reasonable possibility of an adverse decision.


 


Section 5.08     
Disclosure. All written information other than financial projections and other forward-looking information and information
of a general economic or industry nature (as used in this ‎Section 5.08,
the “Information”) provided on or prior to the Effective Date by the Borrower or on behalf of the Borrower by its representatives
to the Agents or the Lenders in connection with the negotiation of this Agreement does not, when taken as a whole, contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein, when taken as a whole,
not


 






    	 	58	 



     


    

 


materially misleading when taken as a whole and in light of the circumstances under which such statements were made (giving effect
to any supplements then or theretofore furnished).


 


Section 5.09     
Regulation U. The Borrower is not engaged principally, or as one of its important activities, in the business of extending
credit for the purpose, whether immediate, incidental or ultimate of buying or carrying margin stock (within the meaning of Regulation
U or Regulation X); and after applying the proceeds of each Advance, margin stock (as defined in Regulation U) constitutes not more than
twenty-five percent (25%) of the value of those assets of the Borrower which are subject to any limitation on sale or pledge, or any other
restriction hereunder.


 


Section 5.10     
Investment Company Act. No Credit Party is an “investment company”, a company “controlled by”
an “investment company” or a company required to register as an “investment company,” each as defined in the Investment
Company Act of 1940, as amended.


 


Section 5.11     
OFAC, FCPA. Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower, any director or
officer thereof, is an individual or entity that is (a) the subject or target of any Sanctions or in violation of applicable Anti-Corruption
Laws, (b) included on OFAC’s List of Specially Designated Nationals, His Majesty’s Treasury’s Consolidated List of Financial
Sanctions Targets and the Investment Ban List, or any similar list enforced by the United States federal government (including, without
limitation, OFAC), the European Union or His Majesty’s Treasury or (c) located, organized or resident in a Designated Jurisdiction.


 


Section 5.12     
Taxes. Each of Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required
to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested
in good faith by appropriate proceedings and for which reserves have been provided in accordance with GAAP or (b) to the extent that the
failure to do so would not reasonably be expected to result in a Material Adverse Effect.


 


Section 5.13     
Affected Financial Institution. No Credit Party is an Affected Financial Institution.


 


Article
6

Covenants


 


From the Spinoff Date, so
long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder (other than any contingent indemnification
obligations for which no claim has been made) shall remain unpaid or unsatisfied:


 


Section 6.01     
Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established
and administered in accordance with


 






    	 	59	 



     


    

 


GAAP, and furnish to the Administrative Agent for the Administrative Agent’s distribution to
the Lenders:


 


(a)         
As soon as available, but in any event on or prior to the 90th day after the close of each of its fiscal years (commencing with
the first fiscal year of the Borrower ending after the Closing Date), a consolidated balance sheet as of the end of such period, related
statements of operations, comprehensive income (loss), changes in equity and cash flows prepared in accordance with GAAP on a consolidated
basis for itself and its Subsidiaries, together with an audit report certified by independent certified public accountants of recognized
standing, whose opinion shall not be qualified as to the scope of the audit or as to the status of the Borrower and its consolidated Subsidiaries
as a going concern.


 


(b)         
As soon as available, but in any event on or prior to the 45th day after the close of the first three quarterly periods of each
of its fiscal years (commencing with the first such fiscal quarter of the Borrower ending after the Closing Date), for itself and its
Subsidiaries, a consolidated (or, at the Borrower’s option and to the extent filed (or to be filed) with the SEC in its quarterly
report on Form 10-Q, condensed consolidated) unaudited balance sheet as at the close of each such period and consolidated unaudited statements
of operations, comprehensive income (loss) and cash flows for the period from the beginning of such fiscal year to the end of such quarter,
all certified by its chief financial officer, chief accounting officer or treasurer.


 


(c)         
Together with the financial statements required under Sections ‎6.01(a) and ‎(b), a compliance
certificate in substantially the form of Exhibit A signed by its chief financial officer, chief accounting officer or treasurer
showing the calculations necessary to determine compliance with the financial covenants set forth in ‎Section 6.12 and
stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof,
it being understood and agreed that in the event the Borrower delivers a notice to the Administrative Agent pursuant to the proviso to
the definition of “Agreement Accounting Principles”, “Capitalized Leases” and/or “Capitalized Lease Obligations”,
the Borrower shall deliver an additional calculation of compliance with the financial covenants set forth in ‎Section 6.12
demonstrating that notwithstanding GAAP in effect at such time, the Borrower has complied with ‎Section 6.12 under GAAP
(i) as in effect and applied immediately before such change in GAAP (in the case of such a notice under “Agreement Accounting Principles”)
or (ii) as it relates to operating leases, as in effect on January 31, 2018 (in the case of such a notice under “Capitalized Leases”
or “Capitalized Lease Obligations”), which shall satisfy the Borrower’s obligation to furnish a calculation of compliance
in this ‎Section 6.01(c); provided that in no event shall the Borrower be required to furnish the Administrative
Agent with more than one version of financial statements pursuant to ‎Section 6.01(a) or ‎Section 6.01(b)
prepared in accordance with different versions of GAAP as a result of any such notice.


 


(d)         
Promptly upon the filing thereof, copies of all registration statements or other regular reports not otherwise provided pursuant
to this ‎Section 6.01 which the Borrower or any of its Subsidiaries files with the SEC.


 


 






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(e)         
Such other information with respect to the business, condition or operations, financial or otherwise, and Properties of the Borrower
and its Subsidiaries as the Administrative Agent, including at the request of any Lender, may from time to time reasonably request.


 


Documents required to be delivered
pursuant to ‎Section 6.01(a), ‎(b)
or ‎(d) may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s
website or such other website with respect to which the Borrower may from time to time notify the Administrative Agent and to which the
Lenders have access; or (ii) on which such documents are posted on the Borrower’s behalf by the Administrative Agent on DebtDomain,
SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent) or filed electronically through EDGAR and available on the Internet at www.sec.gov.
The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and
in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery.


 


The Borrower hereby acknowledges
that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or
on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain,
SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each a “Public
Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates,
or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect
to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public
Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed
to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws
(provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth
in ‎Section 9.10); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative
Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only
for posting on a portion of the Platform that is not designated “Public Side Information.”


 


Section 6.02     
Use of Proceeds. The Borrower will, and will cause each of its Subsidiaries to, use the proceeds of the ‎Advances
to fund a distribution to XPO Logistics, Inc. and for general corporate purposes (which may include, without limitation, ‎financing
the consideration for and fees, costs and expenses related to any Acquisition). ‎The Borrower shall use the proceeds of the
Advances in compliance with all applicable ‎legal


 






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and regulatory requirements and any such use shall not result in a violation
of any ‎such requirements, including, without limitation, Regulation U and Regulation X, the ‎Securities Act of
1933 and the Securities Exchange Act of 1934 and the regulations ‎promulgated thereunder.‎


 


Section 6.03     
Notice of Default. The Borrower will give prompt notice in writing to the Lenders of the occurrence of any Default or
Unmatured Default.


 


Section 6.04     
Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, except as otherwise permitted by
‎Section 6.09, do all things necessary to remain duly incorporated or organized, validly existing and (to the extent
such concept applies to such entity) in good standing as a corporation, partnership, limited liability company or other entity in its
jurisdiction of incorporation or organization, as the case may be, and maintain all requisite authority to conduct its business in each
jurisdiction in which its business is conducted, except in each case (other than valid existence of the Borrower) where the failure to
do so would not reasonably be expected to have a Material Adverse Effect.


 


Section 6.05     
Compliance with Laws. The Borrower will, and will cause each of its Major Subsidiaries to, comply in all material respects
with all applicable laws, rules, regulations and orders (such compliance to include, without limitation, compliance with ERISA and Environmental
Laws and paying before the same become delinquent all Taxes, assessments and governmental charges imposed upon it or upon its property
except to the extent contested in good faith), except to the extent such noncompliance would not have a Material Adverse Effect.


 


Section 6.06     
Inspection; Keeping of Books and Records. Subject to applicable law and third party confidentiality agreements entered
into by the Borrower or any Subsidiary in the ordinary course of business, the Borrower will, and will cause each Subsidiary to, permit
the Administrative Agent, during the continuance of a Default or Unmatured Default, by its representatives and agents, to inspect any
of the Property, books and financial records of the Borrower and each Subsidiary, to examine and make copies of the books of accounts
and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and
each Subsidiary with their respective officers at such reasonable times and intervals as the Administrative Agent may designate but in
all events upon reasonable prior notice to the Borrower. The Borrower shall keep and maintain, and cause each of its Subsidiaries to keep
and maintain, in all material respects, proper books of record and account in which entries in conformity with GAAP shall be made of all
dealings and transactions in relation to their respective businesses and activities.


 


Section 6.07     
OFAC, FCPA. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by
the Borrower, its Subsidiaries and their respective directors, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 






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Section 6.08     
Maintenance of Material Property and Insurance. The Borrower will, and will cause each of the Major Subsidiaries to,
(a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear
excepted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and (b) maintain,
with reputable insurance companies, insurance, or maintain a self-insurance program, in such amounts and against such risks as are in
accordance with normal industry practice, except where the failure to do so would not reasonably be expected to have a Material Adverse
Effect.


 


Section 6.09     
Merger.


 


(a)         
The Borrower will not (x) merge into or consolidate with any other Person, (y) effect a Disposition to any other Person (other
than the Borrower or its Subsidiaries) or (z) liquidate or dissolve, unless (i) the Person formed by such consolidation or into which
the Borrower is merged or to whom such Disposition is made shall be a Person organized and existing under the laws of the United States
of America, any State thereof or the District of Columbia and shall expressly assume pursuant to an instrument executed and delivered
to the Administrative Agent, and in form and substance reasonably satisfactory to the Administrative Agent, the Borrower’s obligations
for the due and punctual payment of the Obligations and the performance of every covenant of this Agreement on the part of the Borrower
to be performed; and (ii) immediately after giving effect to such transaction, no Default or Unmatured Default shall have occurred and
be continuing.


 


(b)         
Upon any consolidation by the Borrower with, merger by the Borrower into or Disposition by the Borrower to any other Person (other
than the Borrower or its Subsidiaries), the successor Person formed by such consolidation, into which the Borrower is merged or to whom
such Disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this
Agreement with the same effect as if such successor Person had been named as the Borrower herein.


 


(c)         
For the avoidance of doubt, the only merger or consolidation as to which ‎Section 6.09(a)(x) shall apply shall
be a merger or consolidation in which the Borrower is not the surviving Person.


 


Section 6.10     
Non-Guarantor Subsidiary Indebtedness. The Borrower will not permit any Major Subsidiary which is not a Guarantor to
create, incur, assume or suffer to exist any Specified Indebtedness for Borrowed Money, except:


 


(a)         
Specified Indebtedness for Borrowed Money pursuant to any Loan Document.


 


(b)         
(i) Specified Indebtedness for Borrowed Money existing on the Effective Date and, to the extent any such Specified Indebtedness
for Borrowed Money exceeds $25,000,000 in principal amount, set forth on Schedule 6.10 and (ii) any Permitted Refinancing of any
Specified Indebtedness for Borrowed Money specified in clause (i).


 


(c)         
Specified Indebtedness for Borrowed Money owed to the Borrower or any other Subsidiary.


 






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(d)         
(i) Specified Indebtedness for Borrowed Money of a Person existing at the time such Person is acquired by or merged into or consolidated
with the Borrower or any Subsidiary, at the time such Person first becomes a Subsidiary or at the time of a sale, lease or other disposition
of all or substantially all of the Properties or assets of a Person to the Borrower or any Subsidiary; provided, that, such Specified
Indebtedness for Borrowed Money was not incurred in anticipation of such acquisition, consolidation, sale, lease or other disposition;
and (ii) any Permitted Refinancing of any Specified Indebtedness for Borrowed Money specified in clause (i).


 


(e)         
(i) other Specified Indebtedness for Borrowed Money; provided, that at the time of creation, incurrence or assumption
of any such Specified Indebtedness for Borrowed Money, the sum (without duplication) of (A) the aggregate outstanding principal amount
of Specified Indebtedness for Borrowed Money created, incurred or assumed pursuant to this clause (e) and (B) the aggregate outstanding
principal amount of Indebtedness for Borrowed Money that is secured by a Lien pursuant to Section 6.11(i), does not exceed 10%
of Consolidated Assets at such time and (ii) any Permitted Refinancing of any Specified Indebtedness for Borrowed Money specified in clause
(i).


 


(f)         
(i) Specified Indebtedness for Borrowed Money incurred to finance the payment of all or any part of the cost of acquisition, construction,
development or improvement of any fixed or capital assets; provided, that, the commitment of the creditor to provide such Indebtedness
for Borrowed Money shall have been obtained not later than 12 months after the completion of the acquisition, construction, development
or improvement of such assets; and (ii) any Permitted Refinancing of any Specified Indebtedness for Borrowed Money specified in clause
(i).


 


(g)         
guarantees of any Specified Indebtedness for Borrowed Money of any non-Guarantor Subsidiary that is otherwise permitted under this
Section 6.10.


 


Section 6.11     
Liens. The Borrower will not, and will not permit any Major Subsidiary to, create or suffer to exist any Lien in or
on any of its Property, in each case to secure or provide for the payment of any Indebtedness for Borrowed Money, except:


 


(a)         
precautionary Liens provided by the Borrower or any Major Subsidiary in connection with the sale, assignment, transfer or other
disposition of assets by the Borrower or any Major Subsidiary which transaction is determined by the Board of Directors of the Borrower
or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States.


 


(b)         
Liens existing on the Spinoff Date securing Indebtedness for Borrowed Money.


 


(c)         
usual and customary deposits in favor of lessors and similar deposits in the ordinary course of business.


 


(d)         
Liens existing on Property of any Person acquired by the Borrower or any Major Subsidiary (which may include Property previously
leased by the Borrower or any of its Subsidiaries and leasehold interests on such Property, provided that the lease


 






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terminates prior to
or upon the acquisition), other than any such Lien or security interest created in contemplation of such acquisition (and the replacement,
extension or renewal thereof upon or in the same Property).


 


(e)         
Liens on Property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary,
at the time such Person first becomes a Subsidiary or at the time of a sale, lease or other disposition of all or substantially all of
the Properties or assets of a Person to the Borrower or any Subsidiary; provided that such Lien was not incurred in anticipation
of the merger, consolidation, sale, lease or other disposition.


 


(f)         
Liens in favor of the Borrower or any of its Subsidiaries.


 


(g)         
Liens on fixed or capital assets (including real property) to secure the payment of all or any part of the cost of acquisition,
construction, development or improvement of such assets, or to secure Indebtedness for Borrowed Money incurred to provide funds for any
such purpose; provided, that, (i) the commitment of the creditor to extend the credit secured by any such Lien shall have been
obtained not later than 12 months after the completion of the acquisition, construction, development or improvement of such assets, (ii)
at the time of creation thereof, the aggregate outstanding principal amount of any such Indebtedness for Borrowed Money secured by such
Lien does not exceed the greater of (x) $100,000,000 and (y) 1.5% of Consolidated Assets at such time, and (iii) such Lien shall not apply
to any other Property of the Borrower or any Subsidiary, except for accessions and improvements to such fixed or capital assets covered
by such Lien and the proceeds and products thereof.


 


(h)         
Liens on cash and securities (and deposit and securities accounts) securing reimbursement obligations in respect of letters of
credit and banker’s acceptances issued for the account of the Borrower or any of its Subsidiaries in the ordinary course of business.


 


(i)         
Liens securing Indebtedness for Borrowed Money; provided, that, at the time of incurrence of any such Indebtedness for Borrowed
Money, the sum (without duplication) of (A) the aggregate outstanding principal amount of Indebtedness for Borrowed Money secured pursuant
to this clause (i) and (B) the aggregate outstanding principal amount of Specified Indebtedness for Borrowed Money created, incurred or
assumed pursuant to Section 6.10(e), does not exceed 10% of Consolidated Assets at such time.


 


(j)         
any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens
(or Indebtedness for Borrowed Money secured by Liens) referred to in clauses (a) through (i) and (k), inclusive, provided that such extension,
renewal or replacement Lien shall be limited to all or a part of the same Property that secured the Lien extended, renewed or replaced
(plus improvements on and accessions to such Property), and (ii) the Indebtedness for Borrowed Money secured by such Lien at such time
is not increased (other than by an amount equal to any related financing costs (including, but not limited to, the accrued interest and
premium, if any, on the Indebtedness for Borrowed Money being refinanced)).


 






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(k)         
Liens created in substitution of any Liens permitted by clauses (a) through (j), inclusive, provided that, (i) based on a good
faith determination of a senior officer of the Borrower, the property encumbered by such substitute or replacement Lien is substantially
similar in nature to the property encumbered by the otherwise permitted Lien that is being replaced, and (ii) the Indebtedness for Borrowed
Money secured by such Lien at such time is not increased (other than by an amount equal to any related financing costs (including, but
not limited to, the accrued interest and premium, if any, on the Indebtedness for Borrowed Money being refinanced)).


 


If a Subsidiary incurs a Lien
in or on any of its Property to secure or provide for the payment of any Indebtedness for Borrowed Money at the time that it is not a
Major Subsidiary, the incurrence and existence of such Lien shall not be prohibited or restricted by, and shall not reduce availability
under any clause of, this Section 6.11 upon such Subsidiary subsequently becoming a Major Subsidiary unless such Lien was incurred
in contemplation of such Subsidiary becoming a Major Subsidiary.


 


Section 6.12     
Financial Covenant.


 


(a)         
As of the last day of each fiscal quarter of the Borrower commencing on the last day of the first full fiscal quarter ending after
the Closing Date, the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election of the Borrower,
exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days
following consummation of any Material Acquisition by the Borrower or any Subsidiary, such maximum Consolidated Leverage Ratio shall be
increased to 4.25 to 1.00; provided, further, that such increase (x) shall not be effective prior to the consummation of
such Material Acquisition, (y) shall only apply for a period of four full fiscal quarters after the consummation of such Material Acquisition
and (z) the Consolidated Leverage Ratio of the Borrower shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters.


 


(b)         
As of the last day of each fiscal quarter of the Borrower commencing on the last day of the first full fiscal quarter ending after
the Closing Date, the Consolidated Interest Coverage Ratio shall not be less than 3.00:1.00.


 


(c)         
At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material
Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation
of such Material Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness
ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (and the
proceeds of such Acquisition Debt) shall be excluded from the definition of Consolidated Leverage Ratio, and the Consolidated Cash Interest
Charges attributable to such Acquisition Debt shall be excluded from the definition of Consolidated Interest Coverage Ratio.


 


Section 6.13     
OFAC, FCPA. Neither the Borrower nor any of its Subsidiaries will directly, or to the Borrower’s knowledge, indirectly,
use the proceeds of any Advance (a)


 






    	 	66	 



     


    

 


in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of
money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) to fund any activities of or business with
any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject or target of Sanctions
in each case of this clause (b) in violation of applicable Sanctions or (c) in any other manner that will result in a violation
of Sanctions applicable to any party hereto.


 


Section 6.14     
Guarantors.


 


(a)         
Until the occurrence of the Ratings Date, within thirty (30) Business Days after the formation of any Subsidiary that is not an
Excluded Subsidiary or acquisition of any Subsidiary that is not an Excluded Subsidiary, the Borrower shall notify Administrative Agent
of such event and, promptly thereafter (and in any event within 30 days or such longer period as the Administrative Agent may agree) (i)
cause each such new Subsidiary that is not an Excluded Subsidiary to deliver to the Administrative Agent a joinder agreement substantially
in the form attached hereto as Exhibit I and (ii) provide or cause to be provided to the Administrative Agent all other customary and
reasonable documentation which is reasonably requested by the Administrative Agent in connection with the foregoing clause (i).


 


(b)         
Notwithstanding anything to the contrary contained herein, neither Borrower nor any Subsidiary of Borrower shall be required to
execute and deliver any such joinder or any other documents if such action (A) is restricted or prohibited by general statutory limitations,
financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar principles, (B) is
not within the legal capacity of Borrower or such Subsidiary or would conflict with the fiduciary duties of its directors or contravene
any legal prohibition or result in personal or criminal liability on the part of any officer or (C) for reasons of cost, legal limitations
or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Borrower’s or such Subsidiary’s
guaranty as reasonably determined by Borrower and the Administrative Agent.


 


Article
7

Defaults


 


The occurrence of any one
or more of the following events following the Spinoff Date (or, with respect to (x) Section 7.02 below, following the Effective
Date and (y) Section 7.12 below, following the Effective Date and prior to the Closing Date) shall constitute a Default:


 


Section 7.01     
Breach of Representations or Warranties. Any representation or warranty made by any Credit Party to the Lenders or the
Administrative Agent under this Agreement, or any certificate or information delivered in connection with this Agreement, shall be false
in any material respect when made or deemed made.


 


Section 7.02     
Failure to Make Payments When Due. Nonpayment of (a) principal of any Loan when due, or (b) interest upon any Loan,
any Ticking Fee or other payment


 






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Obligations under any of the Loan Documents within five (5) Business Days after such interest, fee or
other Obligation becomes due.


 


Section 7.03     
Breach of Covenants. The breach by any Credit Party of (a) any of the terms or provisions of ‎Section
6.03, ‎6.09, 6.10, ‎6.11 or ‎6.12 or (b) any of the other
terms or provisions of this Agreement which is not remedied within thirty (30) days after such Credit Party knows of the occurrence thereof.


 


Section 7.04     
Cross Default.


 


(a)         
The Borrower or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed
Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising
hereunder) of the Borrower or such Major Subsidiary (as the case may be) when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified
in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been
made in form and substance satisfactory to the Required Lenders.


 


(b)         
Any Indebtedness for Borrowed Money of the Borrower or any Major Subsidiary which is outstanding in a principal amount of at least
the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required
prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money
shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by the Borrower or such Major
Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall
continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed
Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory
to the Required Lenders.


 


(c)         
The Borrower or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.


 


Section 7.05     
Voluntary Bankruptcy; Appointment of Receiver; Etc. The Borrower or any of its Major Subsidiaries shall (a) have an
order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (b) make an assignment for
the benefit of creditors, (c) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner,
liquidator or similar official for it or any Substantial Portion of its Property, (d) institute any proceeding seeking an order for relief
under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any
such proceeding filed


 






    	 	68	 



     


    

 


against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set
forth in this ‎Section 7.05, or (f) fail to contest in good faith any appointment or proceeding described in ‎Section
7.06.


 


Section 7.06     
Involuntary Bankruptcy; Appointment of Receiver; Etc. Without the application, approval or consent of the Borrower or
any of its Major Subsidiaries, a receiver, trustee, custodian, examiner, liquidator or similar official shall be appointed for the Borrower
or any of its Major Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.05(d) shall
be instituted against the Borrower or any of its Major Subsidiaries, and such appointment continues undischarged, or such proceeding continues
undismissed or unstayed, in each case, for a period of sixty (60) consecutive days.


 


Section 7.07     
Judgments. The Borrower or any of its Major Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise
discharge one or more judgments or orders for the payment of money (except to the extent covered by independent third party insurance
and as to which the insurer has not disclaimed coverage) in excess of the Requisite Amount (or the equivalent thereof in currencies other
than Dollars) in the aggregate, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested
in good faith.


 


Section 7.08     
Unfunded Liabilities. (i) The aggregate Unfunded Liabilities of all Plans would reasonably be expected to result in
a Material Adverse Effect pursuant to clause (a) of the definition thereof; (ii) the present value of the unfunded liabilities to provide
the accrued benefits under all Foreign Pension Plans in the aggregate would reasonably be expected to result in a Material Adverse Effect
pursuant to clause (a) of the definition thereof; or (iii) any Reportable Event shall occur in connection with any Plan and such Reportable
Event would reasonably be expected to result in a Material Adverse Effect pursuant to clause (a) of the definition thereof.


 


Section 7.09     
Change of Control. A Change of Control shall have occurred.


 


Section 7.10     
Other ERISA Liabilities. The Borrower, any Subsidiary, or any other member of the Controlled Group shall have been notified
by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability or become obligated to make contributions to a Multiemployer
Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower, any Subsidiary,
or any other member of the Controlled Group as withdrawal liability or contributions (determined as of the date of such notification),
would reasonably be expected to result in a Material Adverse Effect pursuant to clause (a) of the definition thereof.


 


Section 7.11     
Invalidity of Loan Documents. (i) Any material provision of any Loan Document, at any time after its execution and delivery
and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than
contingent indemnification obligations that survive the termination of this Agreement), ceases to be in full force and effect; or any
Credit Party contests in any manner the validity or enforceability of any Loan Document, for any reason other than as expressly


 






    	 	69	 



     


    

 


permitted
hereunder or thereunder; or (ii) any Credit Party denies that it has any or further liability or obligation under any Loan Document, or
purports in writing to revoke, terminate or rescind any Loan Document, in each case of this clause (ii), for any reason other than as
expressly permitted hereunder or thereunder.


 


Section 7.12     
Pre-Closing Change of Control. Prior to the Closing Date, the ‎Borrower
shall cease to be a direct or indirect wholly-owned Subsidiary of XPO ‎Logistics, Inc.
(other than as a result of the satisfaction of the RXO Distribution ‎Condition).


 


Article
8

Acceleration, Waivers, Amendments and Remedies


 


Section 8.01     
Acceleration, Etc. If any Default described in ‎Section 7.05 or ‎7.06 occurs,
the obligations of the Lenders to make Loans hereunder shall automatically terminate and the Obligations of the Borrower shall immediately
become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs,
the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may terminate or suspend (in whole or in part)
the obligations of the Lenders to make Loans hereunder and declare the Obligations of the Borrower to be due and payable (in whole or
in part), whereupon such Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind,
all of which the Borrower hereby expressly waives. Promptly upon any acceleration of the Obligations, the Administrative Agent will provide
the Borrower with notice of such acceleration.


 


If, within thirty (30) days
after acceleration of the maturity of the Obligations of the Borrower or termination of the obligations of the Lenders to make Loans hereunder
as a result of any Default (other than any Default as described in ‎Section
7.05 or ‎7.06) and before any judgment or decree
for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct,
the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.


 


Section 8.02     
Amendments. Subject to the provisions of this ‎Article 8 and Section 3.07 and except as otherwise
expressly set forth herein, the Required Lenders (or the Administrative Agent with the consent in writing of the Required Lenders) and
the Borrower may enter into (with notice to the Administrative Agent, if the Administrative Agent is not acting with the consent in writing
of the Required Lenders) agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or
changing in any manner the rights of the Lenders or the Borrower hereunder or thereunder or waiving any Default hereunder or thereunder;
provided, however, that no such supplemental agreement shall:


 


(a)         
Extend the final maturity of any Loan of any Lender or forgive all or any portion of the principal amount thereof payable to any
Lender, or reduce the rate, reduce the amount or extend the scheduled time of payment of interest or fees thereon (other than


 






    	 	70	 



     


    

 


a waiver
of the application of the default rate of interest pursuant to ‎Section 2.11 hereof) payable to any Lender, without
the consent of each Lender affected thereby.


 


(b)         
Reduce the percentage specified in the definition of Required Lenders, or any other percentage of Lenders specified to be the applicable
percentage in this Agreement to act on specified matters or amend Section 2.19 or the definition of “Pro Rata Share”
or the pro rata treatment required by Sections 2.03, 2.05 or 2.07, without the consent of all Lenders affected thereby.


 


(c)         
Extend the Facility Termination Date as it applies to any Lender or otherwise extend the term or increase the amount of the Commitment
of any Lender hereunder without the consent of each Lender affected thereby.


 


(d)         
Permit the Borrower to assign its rights or obligations under this Agreement except as provided in ‎Section 6.09
without the consent of all Lenders.


 


(e)         
Amend this Section 8.02 without the consent of all Lenders.


 


(f)         
Except as otherwise permitted herein or in the other Loan Documents, release all or substantially all of the value of the Guarantees
without the consent of each Lender affected thereby.


 


(g)         
Subordinate the Obligations in right of payment to any other Indebtedness for Borrowed Money without the consent of each Lender
affected thereby.


 


Notwithstanding the foregoing, (x) no amendment
of any provision of this Agreement relating to any Agent shall be effective without the written consent of such Agent; (y) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (z) any provision of this Agreement
or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure
any ambiguity, omission, defect or inconsistency (including, without limitation, amendments, supplements or waivers to any of documents
executed by the Borrower or any Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered in order
to cause such related documents to be consistent with this Agreement and the other Loan Documents).


 


Notwithstanding anything to
the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (it
being specifically understood and agreed that any amendment, waiver or consent which by its terms requires the consent of all Lenders
or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the
Commitment of such Lender may not be increased without the consent of such Lender and (B) any waiver, amendment or modification requiring
the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected
Lenders shall require the consent of such Defaulting Lender.


 






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Section 8.03     
Preservation of Rights. No delay or omission of the Lenders or Agents to exercise any right under the Loan Documents
shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding
the existence of a Default or Unmatured Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall
not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise
thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the
Loan Documents whatsoever shall be valid unless in writing signed by, or by the Administrative Agent with the consent of, the requisite
number of Lenders required pursuant to Section 8.02, and then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agents and the Lenders until
all of the Obligations have been paid in full.


 


Article
9

General Provisions


 


Section 9.01     
Survival of Representations. All representations and warranties made hereunder and in any other Loan Document or other
document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender regardless of
any investigation made by the Administrative Agent and any Lender or on their behalf and notwithstanding that the Administrative Agent
or any Lender may have had notice or knowledge of any Default at the time of any Advance, and shall continue in full force and effect
as long as any Loan or any other Obligation hereunder (other than any contingent indemnification obligations for which no claim has been
made) shall remain unpaid or unsatisfied.


 


Section 9.02     
Governmental Regulation. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated
to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation; provided
that, in the event of any limitation or prohibition on any Lender’s ability to extend credit to the Borrower, (x) any such Lender
shall use commercially reasonable efforts to make its extensions of credit through an Affiliate or alternate lending office of such Lender
not subject to the respective legal restriction, solely to the extent that such designation of an Affiliate or alternate lending office
will not, in the good faith judgment of such Lender, otherwise be disadvantageous to, or otherwise increase the costs of, such Lender
and (y) the occurrence of such event with respect any such Lender shall not relieve any other Lender of its obligations to extend credit
under this Agreement.


 


Section 9.03     
Headings. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation
of any of the provisions of the Loan Documents.


 


Section 9.04     
Entire Agreement. The Loan Documents, together with the Fee Letters, embody the entire agreement and understanding among
the Credit Parties, the Agents, the Lenders party thereto and supersede all prior agreements and understandings


 






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among the Credit Parties,
the Agents and the Lenders, as applicable, relating to the subject matter thereof.


 


Section 9.05     
Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders hereunder are several and
not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Agents are authorized to act as
such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations
hereunder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent provided in ‎Section 12.01(d) and,
to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement; provided, however, that the parties hereto expressly agree that each
Arranger shall enjoy the benefits of the provisions of Sections ‎9.06, ‎9.09 and ‎10.07
to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name
to the same extent as if it were a party to this Agreement.


 


Section 9.06     
Expenses; Indemnification.


 


(a)         
Costs and Expenses. The Borrower shall reimburse from time to time on demand (i) all reasonable and documented out-of-pocket
fees and expenses incurred by, without duplication, the Administrative Agent, the Arrangers and their respective Affiliates (in the case
of fees, disbursements and other charges of counsel, limited to the reasonable and documented fees, disbursements and other charges of
one counsel to the Administrative Agent and the Arrangers and the Lenders (taken together) and, if reasonably necessary, of one local
counsel in any relevant jurisdiction) incurred in connection with the syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and the Lenders (in the case of fees, disbursements and charges of counsel, limited to the reasonable and documented fees, disbursements
and other charges of one counsel to such parties, taken together (and, if reasonably necessary, of one local counsel in any relevant jurisdiction
and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional
local counsel in any relevant jurisdiction) for all affected parties, taken together)) in connection with the enforcement or protection
of their rights (A) in connection with this Agreement and the other Loan Documents, including their rights under this Section 9.06,
or (B) in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans.


 


(b)         
Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each
Arranger, each Lender and each of their respective Related Parties (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from (and will reimburse each Indemnitee as


 






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the same are incurred for), any and all losses,
claims, damages, liabilities and expenses (in the case of fees, disbursements and charges of counsel, limited to the reasonable and documented
fees, disbursements and other charges of one counsel to all Indemnitees, taken together (and, if reasonably necessary, of one local counsel
in any relevant jurisdiction and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if
reasonably necessary, one additional local counsel in any relevant jurisdiction) for all affected Indemnitees, taken together)) that may
be incurred by or awarded against any Indemnitee, in each case arising out of or in connection with (i) the Credit Facility, (ii) the
execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance
by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby
or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of
this Agreement and the other Loan Documents (including in respect of any matters addressed in ‎Section 3.05), (iii)
any Loan or the use or proposed use of the proceeds, (iv) any actual or alleged presence or release of Hazardous Materials on, at, to
or from any property currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries or (v) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party
or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct
of such Indemnitee or its Subject Related Parties, (y) a material breach by such Indemnitee or any of its Subject Related Parties of such
Indemnitee’s obligations hereunder or under any other Loan Document or (z) a dispute solely among two or more Indemnitees not arising
from any act or omission of the Borrower or its Subsidiaries hereunder (other than claims against an Indemnitee in its capacity or as
a result of fulfilling its role as an Agent, Arranger or similar role under any of the Loan Documents). This ‎Section 9.06(b)
shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
In the case of an investigation, litigation or proceeding to which the indemnity in this ‎Section 9.06(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its equityholders
or creditors or any other third party or an Indemnitee, whether or not an Indemnitee is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated.


 


(c)         
Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under
subsection ‎(a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any
amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid to the Administrative Agent (or
any sub-agent thereof), any Arranger or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent), such Arranger or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined
as of the time that the applicable unreimbursed expense or


 






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indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent), such Arranger in its capacity as such or against any Related Party of any of
the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger in connection with such capacity. The obligations
of the Lenders under this subsection ‎(c) are subject to the provisions of ‎Section 2.17(c).


 


(d)         
Waiver of Consequential Damages, Limitation of Liability. To the fullest extent permitted by applicable law, each party
hereto agrees that it shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or
thereby, any Loan or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations
set forth in this ‎Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that
may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee). None of the Administrative
Agent (and any sub-agent thereof), each Arranger, each Lender and each of their respective Affiliates, controlling Persons, successors
and assigns and their respective officers, directors, employees, agents and advisors (each such Person being called a “Protected
Party”) shall be liable for any damages arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Protected Party through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Protected Party or its Subject Related
Parties or a material breach of such Protected Party’s or its Subject Related Parties’ obligations hereunder or under any
other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction. 


 


(e)         
 Payments. All amounts due under this Section 9.06 shall be payable not later than ten (10) Business Days after written
demand therefor.


 


(f)         
Survival. The agreements in this Section 9.06 shall survive the resignation of the Administrative Agent, the replacement
of any Lender, the termination of the Aggregate Commitment and the repayment, satisfaction or discharge of all the other Obligations.


 


Section 9.07     
Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all
accounting determinations hereunder shall be made in accordance with the Agreement Accounting Principles.


 


Section 9.08     
Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid
in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining


 






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provisions
in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions
of all Loan Documents are declared to be severable. Without limiting the foregoing provisions of this ‎Section 9.08,
if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor
Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the
extent not so limited.


 


Section 9.09     
Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Agents on the
other hand shall be solely that of borrower and lender. None of the Agents, the Arrangers or any Lender shall have any fiduciary responsibilities
to the Borrower. None of the Agents, the Arrangers or any Lender undertakes any responsibility to the Borrower to review or inform the
Borrower of any matter in connection with any phase of the Borrower’s business or operations.


 


Section 9.10     
Confidentiality. Each of the Administrative Agent, each other Agent and the Lenders agrees to use all Information received
by them solely for the purposes of providing the services that are the subject of this Agreement and to maintain the confidentiality of
the Information, except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, trustees, advisors and agents (it being understood that the Persons to whom such disclosure is made will
be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority (including any self-regulatory authority), in which case such Administrative Agent, other Agent or Lender,
as applicable, agrees to the extent reasonably practicable and not prohibited by applicable law, rule, regulation or order, to inform
the Borrower promptly of the disclosure thereof (other than with respect to any routine or ordinary course audit or examination by such
regulatory authority), (c) to the extent required by applicable laws, rules or regulations or by any subpoena or order or similar legal
process (in which case such Administrative Agent, other Agent or Lender, as applicable, agrees to the extent not prohibited by applicable
law, rule, regulation or order, to inform the Borrower promptly of the disclosure thereof), (d) in connection with performing the services
set forth herein and consummating the transactions contemplated hereby, to any prospective Lender or participant subject to the such prospective
Lender or participant agreeing to confidentiality arrangements (for the benefit of the Borrower) no less favorable to the Borrower than
those set forth in this Section 9.10, (e) to potential counterparties to any swap or derivative transaction, subject to the confidentiality
agreements in favor of the Borrower no less favorable to the Borrower than this paragraph, (f) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (g) with the prior
written consent of the Borrower, (h) in connection with obtaining CUSIP numbers, (i) as and to the extent set forth in Section 12.02,
(j) to the extent such Information (x) is or becomes publicly available other than as a result of a breach of this Section 9.10
or (y) becomes available to such Administrative Agent, other Agent or Lender, as applicable, from a source other than the Borrower (or
the Borrower’s representatives) that is not, such Person’s knowledge, subject to confidentiality or fiduciary obligations
owing to the Borrower or any of the Borrower’s Subsidiaries, (k) to any other party hereto and (l) to any rating agency on a confidential
basis in connection


 






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with rating the Borrower or the credit facility evidenced by this Agreement. Notwithstanding the foregoing, the Administrative
Agent shall not be required to provide notice of any Lender by any governmental agency or examiner or regulatory body with jurisdiction
over any Lender.


 


In addition, on a confidential
basis, the Administrative Agent and each Lender may disclose the existence and terms of this Agreement (including, without limitation,
the Aggregate Commitment, the nature of the facility as a term loan credit facility, the use of proceeds provisions herein and the principal
amount outstanding at a given time), and the identity of the parties hereto (including titles and participants) to market data collectors,
similar services providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with
the administration and management of this Agreement and the other Loan Documents.


 


For purposes of this Section
9.10, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower
or any Subsidiary or any of their respective businesses in connection with the transactions contemplated hereby.


 


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


 


Section 9.11     
Nonreliance. Each of the Lenders hereby represents that it is not relying on or looking to any margin stock (as defined
in Regulation U) as collateral in the extension or maintenance of the credit provided for herein.


 


Section 9.12     
Disclosure. The Borrower and each Lender hereby acknowledge and agree that the Administrative Agent, Arrangers and/or
their respective Affiliates and certain of the other Lenders and/or their respective Affiliates from time to time may hold investments
in, make other loans to or have other relationships with the Borrower and its Affiliates.


 


Article
10

The Administrative Agent


 


Section 10.01  
Appointment and Authority. Each of the Lenders hereby irrevocably appoints Citibank to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise
such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto. The provisions of this Article 10 (other than Section 10.06 below) 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
(other than as provided in Section 10.06 below). It is understood and agreed that the use of the term “agent” herein


 






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or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of
market custom, and is intended to create or reflect only an administrative relationship between contracting parties.


 


Section 10.02  
Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in
its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving
as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business
with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without
any duty to account therefor to the Lenders.


 


Section 10.03  
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
good faith in accordance with the advice of any such counsel, accountants or experts.


 


Section 10.04  
Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:


 


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


 


(b)         
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in
the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the
opinion of its counsel, may expose the Administrative Agent to liability or


 






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that is contrary to any Loan Document or applicable law, including
for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a
forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and


 


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


 


Neither the Administrative
Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent (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 Article 8) or (ii) in the absence
of (A) its and its Subject Related Parties’ gross negligence or willful misconduct as determined by a court of competent jurisdiction
by a final and non-appealable judgment and (B) material breach by the Administrative Agent and its Subject Related Parties of the Administrative
Agent’s obligations pursuant to the terms of the Loan Documents as determined by a court of competent jurisdiction by a final and
non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing
such Default is given in writing to the Administrative Agent by the Borrower or a Lender.


 


Neither the Administrative
Agent nor any of its Related Parties shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty
or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report
or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document
or (v) the satisfaction of any condition set forth in Article 4 or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.


 


Section 10.05  
Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers
hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article 10 shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence
or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment


 






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that the Administrative Agent acted with gross negligence or willful misconduct (or breached its material obligations under the Loan Documents)
in the selection of such sub-agents.


 


Section 10.06  
Resignation of 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, so long as no Default has occurred and is continuing, the
consent of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with
an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative
Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (such date, or the date, if earlier,
upon which a successor is appointed, 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, subject to, so long as no Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably
withheld or delayed). 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, subject to, so long as no Default has occurred and is continuing, the consent of the Borrower
(such consent not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required Lenders)
(the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice
on the Removal Effective Date.


 


(c)         
With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (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 or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided
to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as
the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired or removed) Administrative Agent (other than as provided in ‎Section 3.08 and
other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation
Effective Date or the Removal Effective Date,


 






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as applicable), and the retiring or removed Administrative Agent shall be discharged from
all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in
this Section). The fees payable by the 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 Article 10 and Section 9.06 shall continue
in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative
Agent and (ii) after such resignation or removal for as long as any of them continues to act in any agency capacity hereunder or under
the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative
Agent.


 


Section 10.07  
Non-Reliance on Administrative Agent and Other Lenders. Each of the Lenders acknowledges that it has, independently
and without reliance upon the Administrative Agent, any Arranger or any other Lender or any of their Related Parties and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of
the Lenders also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger or any other
Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue
to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.


 


Section 10.08  
No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers or other Agents listed
on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except
in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.


 


Section 10.09  
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:


 


(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


 






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the Lenders and the Administrative
Agent under Sections 2.09, 3.07(b) and 9.06) 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 Sections 2.09, 3.07(b)
and 9.06.


 


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


 


Section 10.10  
ERISA. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for
the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or
for the benefit of the Borrower or any other Credit Party, that at least one of the following is and will be true:


 


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


 


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


 


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


 






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administration of and
performance of the Loans, the Commitments and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE
84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect
to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,
or


 


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


 


(b)         
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or a
Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of
the Borrower or any other Credit Party, that none of the Administrative Agent, any Arranger or any of their respective Affiliates is a
fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of
and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights
by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 


Section 10.11  
Erroneous Payments.


 


(a)         
If the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender (any such Lender or other
recipient, but for the avoidance of doubt excluding the Borrower and its Subsidiaries, a “Payment Recipient”) that
the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding
clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously
transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other
Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees,
distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous
Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be
segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender shall (or, with respect
to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later
than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as
to which such a demand was made, in Same Day Funds, together with interest thereon in respect of each day from and including the date
such Erroneous Payment (or portion thereof) was received by such


 






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Payment Recipient to the date such amount is repaid to the Administrative
Agent in Same Day Funds at the greater of (x) the Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to
any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.


 


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


 


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


 


(ii)         
such Lender shall (and shall cause any other Payment Recipient that receives funds on its respective behalf to) promptly (and,
in all events, within one Business Day of obtaining knowledge of such error) notify the Administrative Agent of its receipt of such payment,
prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this
Section 10.11(b).


 


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


 


(d)         
In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent from any Payment Recipient
for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender
that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or
portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon
the Administrative Agent’s notice to such Lender at any time, the Administrative Agent shall be contractually subrogated to all
the rights and interests of the applicable Lender under the Loan Documents with respect to each Erroneous Payment Return Deficiency.


 






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


 


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


 


(g)         
Each party’s obligations, agreements and waivers under this Section 10.11 shall survive the resignation or replacement
of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments
and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.


 


Article
11

Setoff


 


Section 11.01  
Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Default occurs,
any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any
other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower
may be offset and applied toward the payment of the Obligations of the Borrower then owing to such Lender to the extent the Obligations
shall then be due; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts
so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section
2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the
benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent
a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.


 


Article
12

Benefit of Agreement; Assignments; Participations


 


Section 12.01  
Successors and Assigns.


 


(a)         
Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and
inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder or


 






    	 	85	 



     


    

 


thereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an assignee in accordance with the provisions of subsection ‎(b) of this Section, (ii) by way of participation in accordance
with the provisions of subsection ‎(d) of this Section or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsection ‎(f) of this Section (and any other attempted assignment or transfer by any party hereto
shall be null and void).


 


(b)         
Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations
under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it);
provided that any such assignment shall be subject to the following conditions:


 


(i)         
Minimum Amounts.


 


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


 


(B)         
in any case not described in subsection (b)(i)‎(A) of this Section, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as
of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default under Section
‎7.02, ‎7.05 or ‎7.06 has occurred and is continuing, the Borrower otherwise consents (each such consent
not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group
and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of
its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.


 


(ii)         
Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned.


 


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


 






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(A)         
the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless such
assignment is to a Lender or an Affiliate of a Lender or a Default under Section 7.02, 7.05 or 7.06 has occurred
and is continuing; provided, that no assignment shall result in any Lender, together with its Affiliates, holding more than 30%
of the Aggregate Commitments at any time without the prior written consent of the Borrower; and


 


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


 


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


 


(v)         
No Assignment to Borrower. No such assignment shall be made to the Borrower or any of its Affiliates or Subsidiaries.


 


(vi)         
No Assignment to Natural Persons. No such assignment shall be made to a natural person.


 


(vii)         
No Assignment to Defaulting Lenders. No such assignment shall be made to a Defaulting Lender.


 


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


 






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assignee of such interest shall be deemed to be a Defaulting Lender
for all purposes of this Agreement until such compliance occurs.


 


Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection ‎(c)
of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party
to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections ‎3.01, 3.04,
‎3.05, 3.07(b) and ‎9.06
with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense)
shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with subsection ‎(d)
of this Section.


 


(c)         
Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain
at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation
of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive,
absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation,
of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower at any reasonable time and from time
to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the
Loan Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register.


 


(d)         
Participations. Any Lender may at any time, without the prior written consent of the Borrower or Administrative Agent, sell
participations to any Person (other than a natural person, Defaulting Lender or the Borrower or any of its Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including
all or a portion of its Commitment and/or the Loans); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement.


 






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Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described
in the proviso to Section 8.02 that affects such Participant. Subject to subsection ‎(e)
of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section ‎3.01,
3.04, ‎3.05 or 3.07(b) to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to subsection ‎(b)
of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of ‎Section
11.01 as though it were a Lender, provided that such Participant agrees to be subject to ‎Section
2.19 as though it were a Lender.


 


Each Lender that sells a participation
shall, acting solely for this purpose as a nonfiduciary agent of the Borrower, maintain a register on which it enters the name and address
of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other Obligations
under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's
interest in any Commitments, Loans or its other Obligations under any Loan Document) to any Person except to the extent that such disclosure
is necessary to establish that such Commitment, Loan or other Obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall
treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent)
shall have no responsibility for maintaining a Participant Register.


 


(e)         
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section
‎3.01, 3.04, ‎‎3.05 or 3.07(b) than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made
with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of ‎Section 3.05
unless such Participant agrees to comply with Section 3.05 as though it were a Lender (it being understood that the documentation
required under ‎Section 3.05(e) shall be delivered to the Lender who sells the participation).


 


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


 






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Section 12.02  
Dissemination of Information. The Borrower authorizes each of the Lenders to disclose to any Participant and any prospective
Participant any and all information in such Lender’s possession concerning the creditworthiness of the Borrower and its Subsidiaries,
including without limitation any information contained in any reports or other information delivered by the Borrower pursuant to ‎Section
6.01; provided that each Participant and prospective Participant agrees to be bound by ‎Section 9.10 of this
Agreement or other provisions at least as restrictive as ‎Section 9.10 including making the acknowledgments set forth
therein (in each case for the benefit of the Borrower).


 


Section 12.03  
Tax Treatment. If any interest in any Loan Document is transferred to any Participant which is organized under the laws
of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Participant, concurrently
with the effectiveness of such transfer, to comply with the provisions of ‎Section 3.05(e).


 


Article
13

Notices


 


Section 13.01  
Notices; Effectiveness; Electronic Communication.


 


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


 


(i)         
if to the Credit Parties or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number
set forth on Schedule 13.01; and


 


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


 


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


 


(b)         
Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communication (including e-mail and internet or intranet websites) pursuant to procedures approved by the


 






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Administrative Agent
or as otherwise determined by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant
to ‎Article 2 if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Borrower may, in its respective discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures approved by it or as it otherwise determines,
provided that such determination or approval may be limited to particular notices or communications.


 


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


 


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


 


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


 






    	 	91	 



     


    

 


hereunder by written notice to the Borrower and the Administrative
Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has
on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and
other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause
at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information”
or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance
with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to
make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform
and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal
or state securities laws.


 


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


 


Article
14

Counterparts; Integration; Effectiveness; Electronic Execution


 


Section 14.01  
Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except
as provided in ‎Article 4, this Agreement shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each
of the parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or email shall be effective as delivery
of a manually executed counterpart of this Agreement.


 


Section 14.02  
Electronic Execution. The words “delivery”, “execute,” “execution,” “signed,”
“signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the
transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Conversion/Continuation
Notices, Borrowing Notices, waivers and consents) (each, a “Communication”) shall be deemed to include electronic signatures,


 






    	 	92	 



     


    

 


the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the
keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. For the avoidance of doubt,
the authorization under this Section 14.02 may include, without limitation, use or acceptance by the Borrower, the Administrative
Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned
into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.
The Borrower, the Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the
form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such
Person’s business, and destroy the original paper document. Notwithstanding anything contained herein to the contrary, the Administrative
Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative
Agent pursuant to procedures approved by it; provided, without limiting the foregoing, (a) to the extent the Administrative Agent
has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such
Electronic Signature purportedly given by or on behalf of the Borrower without further verification and (b) upon the reasonable request
of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart.
For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned
to them, respectively, by 15 USC §7006, as it may be amended from time to time.


 


Article
15

Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial


 


Section 15.01  
Choice of Law. THE LOAN DOCUMENTS AND OBLIGATIONS OF THE PARTIES THEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS
SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER THEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST)
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


Section 15.02  
Consent to Jurisdiction. EACH OF THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY SUBMITS TO JURISDICTION
OF ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER
JURISDICTION, OF ANY STATE COURT


 






    	 	93	 



     


    

 


LOCATED IN THE BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN
DOCUMENTS AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENTS OR ANY LENDER TO BRING
PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BROUGHT BY THE BORROWER, DIRECTLY OR
INDIRECTLY, IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN ANY FEDERAL
COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION,
IN ANY STATE COURT LOCATED IN THE CITY AND COUNTY OF NEW YORK.


 


EACH OF THE BORROWER, THE
AGENTS AND THE LENDERS HEREBY AGREES FURTHER THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PERSON AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION ‎13.01
AND AGREES THAT SUCH SERVICE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PERSON IN ANY SUCH PROCEEDING IN ANY SUCH
COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENTS OR
LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


Section 15.03  
Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.


 


Section 15.04  
U.S. Patriot Act and Beneficial Ownership Regulation Notice. Each Lender that is subject to the U.S. Patriot Act and
the Beneficial Ownership Regulation and


 






    	 	94	 



     


    

 


the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower
that pursuant to the requirements of the U.S. Patriot Act and the Beneficial Ownership Regulation, it is required to obtain, verify and
record information that identifies the Borrower and each other Credit Party, which information includes the name, address and tax forms
of each Credit Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower
and each other Credit Party in accordance with the U.S. Patriot Act and Beneficial Ownership Regulation. The Borrower shall, promptly
following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative
Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money
laundering rules and regulations, including the U.S. Patriot Act and Beneficial Ownership Regulation.


 


Section 15.05  
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees,
and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided
by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its
Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted
its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;
(ii) (A) each of the Administrative Agent, the Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly
agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower
or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arrangers nor any of the Lenders has any
obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly
set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates,
and neither the Administrative Agent nor the Arrangers nor any of the Lenders has any obligation to disclose any of such interests to
the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby agrees and covenants that it will not make
any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach
of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


Section 15.06  
Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder
or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding
that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it


 






    	 	95	 



     


    

 


to the Administrative Agent
or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such
Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the
case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount
of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower
in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative
Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the
sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may
be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).


 


Section 15.07  
Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be
subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:


 


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


 


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


 


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


 


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


 


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


 


Section 15.08  
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or
otherwise, for Rate


 






    	 	96	 



     


    

 


Management Transactions or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power
of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York or of the United States or any other state
of the United States):


 


(a)         
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to
a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and
any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under
the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might
otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised
to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the
Loan Documents were governed by the laws of the United States or a state of the United States.


 


(b)         
As used in this Section 9.18, the following terms have the following meanings:


 


“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such party.


 


“Covered Entity”
means any of the following:


 


		(i)	a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 252.82(b)



 


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



 


		(iii)	a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 382.2(b).



 


“Default Right” has
the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.


 






    	 	97	 



     


    

 


 


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


 


Article
16

GUARANTEE


 


Section 16.01  
Guarantee. Upon becoming a Guarantor, each Guarantor, on a joint and several basis, unconditionally guarantees (the
undertaking of each Guarantor contained in this Article 16 being a “Guarantee”) the punctual payment
when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under
the Loan Documents, whether for principal, interest, fees, expenses or otherwise (such obligations, collectively, being the “Guaranteed
Obligations”). Each Guarantee is a guaranty of payment and not of collection. Upon becoming a Guarantor, each Guarantor
agrees that, as between each Guarantor and the Administrative Agent, the Guaranteed Obligations may be declared to be due and payable
for purposes of its Guarantee notwithstanding any stay (including any stay imposed by the commencement by or against the Borrower of any
proceeding under any Debtor Relief Laws naming the Borrower as the debtor in such proceeding), injunction or other prohibition which may
prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the
Guaranteed Obligations shall immediately become due and payable by the Guarantors for purposes of its Guarantee. Anything contained herein
to the contrary notwithstanding, the obligations of each Guarantor hereunder at any time shall, without further action by any Guarantor
or any other Person, be automatically limited and reduced to an aggregate amount equal to the largest amount that would not render such
Guarantor’s obligations hereunder invalid and unenforceable or otherwise subject to avoidance as a fraudulent transfer or conveyance
under Section 548 of the U.S. Bankruptcy Code or any comparable provisions of any similar federal or state law (including the Uniform
Fraudulent Conveyance Act and the Uniform Fraudulent Transfer Act) or subordinated to the claims of other creditors as determined in such
proceeding.


 


Section 16.02  
Guaranty Absolute. Upon becoming a Guarantor, each Guarantor guarantees that the Guaranteed Obligations will be paid
strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders with respect thereto. The liability
of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of:


 


(a)            
any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other
agreement or instrument relating thereto;


 


(b)            
any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any
other amendment or waiver of or any consent to departure from this Agreement;


 






    	 	98	 



     


    

 


(c)            
any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from
any other guaranty, for all or any of the Guaranteed Obligations;


 


(d)            
any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or


 


(e)            
any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower.


 


Each Guarantee shall continue
to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or
must otherwise be returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower
or otherwise, all as though such payment had not been made.


 


Section 16.03  
Waivers.


 


(a)            
Upon becoming a Guarantor, each Guarantor waives promptness, diligence, notice of acceptance and any other notice with respect
to any of the Guaranteed Obligations and its Guarantee and any requirement that the Administrative Agent or any Lender protect, secure,
perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Borrower
or any other Person or any collateral.


 


(b)            
Upon becoming a Guarantor, each Guarantor irrevocably waives any claims or other rights that it may now or hereafter acquire against
the Borrower that arise from the existence, payment, performance or enforcement of the obligations of any Guarantor under its Guarantee,
including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Administrative Agent or any Lender against the Borrower or any collateral, whether or not such
claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or
receive from the Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security
on account of such claim, remedy or right. If any amount shall be paid to any Guarantor in violation of the preceding sentence at any
time prior to the later of the payment in full of the Guaranteed Obligations and all other amounts payable under such Guarantor’s
Guarantee and the Facility Termination Date, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders
and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts
payable under such Guarantor’s Guarantee, whether matured or unmatured, in accordance with the terms of this Agreement and such
Guarantor’s Guarantee, or to be held as collateral for any Guaranteed Obligations or other amounts payable under the Guarantee thereafter
arising. Upon becoming a Guarantor, each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements
contemplated by this Agreement and its Guarantee and that the waiver set forth in this Section 16.03(b) is knowingly made in contemplation
of such benefits.


 






    	 	99	 



     


    

 


Section 16.04  
Continuing Guaranty. Each Guarantee is a continuing guaranty and shall (i) remain in full force and effect until payment
in full of the Guaranteed Obligations (including any and all Guaranteed Obligations which remain outstanding after the Facility Termination
Date) and all other amounts payable under its Guarantee, (ii) be binding upon each Guarantor and its successors and assigns, and (iii)
inure to the benefit of and be enforceable by the Lenders, the Administrative Agent and their respective successors, transferees and assigns.


 


Section 16.05  
Release of Guarantors.


 


(a)         
A Guarantee as to any Guarantor shall automatically terminate and be of no further force or effect and such Guarantor shall automatically
be released from all obligations under this Agreement and all other Loan Documents upon:


 


(i)         
the sale, disposition, exchange or other transfer (including through merger, consolidation amalgamation or otherwise) of the capital
stock, partnership interests, membership interests or other equity interests of the applicable Guarantor following which the applicable
Guarantor is no longer a Subsidiary, if such sale, disposition, exchange or other transfer is made in a manner not in violation of this
Agreement;


 


(ii)         
such Guarantor becoming an Excluded Subsidiary;


 


(iii)         
the occurrence of the Ratings Date; or


 


(iv)         
repayment of all the Loans and other Obligations (other than contingent Obligations not yet due and payable) and termination of
all of the Commitments hereunder.


 


(b)         
At the request of the Borrower, the Administrative Agent shall, at the Borrower’s expense, execute such documents as are
reasonably necessary to acknowledge any such release in accordance with this Section 16.05, so long as the Borrower shall have
provided the Administrative Agent a certificate, signed by an Authorized Officer of the Borrower, certifying as to satisfaction of one
of the requirements set forth in clause (a) above.


 


[Signature Pages Follow]


 






    	 	100	 



     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first written above.


 


	 	RXO, INC.	 
	 	 	 	 
	 	/s/ Jeffrey Firestone	 
	 	Name:	Jeffrey Firestone	 
	 	Title:	Chief Legal Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






    	 	[Signature Page to Term Loan Credit Agreement]	 



     


    

 


 


	 	CITIBANK, N.A.,	 
	 	as the Administrative Agent and as a Lender 	 
	 	 	 	 
	 	By:	/s/ Andrew Stella	 
	 	Name:	Andrew Stella	 
	 	Title:	Vice President	 
	 	 	 	 



 






    	 	[Signature Page to Term Loan Credit Agreement]	 



     


    

 


 


	 	
    BANK OF AMERICA, N.A.,

    as a Lender
	 
	 	 	 	 
	 	By:	/s/ Mukesh Singh	 
	 	Name:	Mukesh Singh	 
	 	Title:	Director	 
	 	 	 	 
	 	 	 	 



 






    	 	[Signature Page to Term Loan Credit Agreement]	 



     


    

 


 


	 	BARCLAYS BANK PLC,	 
	 	as a Lender 	 
	 	 	 	 
	 	By:	/s/ Craig Malloy	 
	 	Name:	Craig Malloy	 
	 	Title:	Director	 
	 	 	 	 



 






    	 	[Signature Page to Term Loan Credit Agreement]	 



     


    

 


 


	 	GOLDMAN SACHS BANK USA,	 
	 	as a Lender 	 
	 	 	 	 
	 	By:	/s/ Thomas Manning	 
	 	Name:	Thomas Manning	 
	 	Title:	Authorized Signatory	 
	 	 	 	 



 






    	 	[Signature Page to Term Loan Credit Agreement]	 



     


    

 


 


	 	KEYBANK NATIONAL ASSOCIATION,	 
	 	as a Lender 	 
	 	 	 	 
	 	By:	/s/ Brian Fox	 
	 	Name:	Brian Fox	 
	 	Title:	Senior Vice President	 
	 	 	 	 
	 	 	 	 



 






    	 	[Signature Page to Term Loan Credit Agreement]	 



     


    

 


 


	 	MORGAN STANLEY BANK, N.A.,	 
	 	as a Lender 	 
	 	 	 	 
	 	By:	/s/ Michael King	 
	 	Name:	Michael King	 
	 	Title:	Authorized Signatory	 
	 	 	 	 



 






    	 	[Signature Page to Term Loan Credit Agreement]	 



     


    

 


 


	 	THE BANK OF NOVA SCOTIA,	 
	 	as a Lender 	 
	 	 	 	 
	 	By:	/s/ Kevin McCarthy	 
	 	Name:	Kevin McCarthy	 
	 	Title:	Director	 
	 	 	 	 



 






    	 	[Signature Page to Term Loan Credit Agreement]	 



     


    

 


 


	 	Wells Fargo Bank, National Association	 
	 	as a Lender 	 
	 	 	 	 
	 	By:	/s/ Mylissa Merten	 
	 	Name:	Mylissa Merten	 
	 	Title:	Vice President	 
	 	 	 	 
	 	 	 	 



 






    	 	[Signature Page to Term Loan Credit Agreement]	 



     


    

 


 


	 	Regions Bank,	 
	 	as a Lender 	 
	 	 	 	 
	 	By:	/s/ Tyler Sherman	 
	 	Name:	Tyler Sherman	 
	 	Title:	Assistant Vice President	 
	 	 	 	 
	 	 	 	 



 






    	 	[Signature Page to Term Loan Credit Agreement]	 



     


    

 


 


	 	Truist Bank,	 
	 	as a Lender 	 
	 	 	 	 
	 	By:	/s/ Chris Hursey	 
	 	Name:	Chris Hursey	 
	 	Title:	Director	 
	 	 	 	 



 






    	 	[Signature Page to Term Loan Credit Agreement]	 



     


    

 


 


	 	U.S. BANK NATIONAL ASSOCIATION,	 
	 	as a Lender 	 
	 	 	 	 
	 	By:	/s/ Eric M. Herm	 
	 	Name:	Eric M. Herm	 
	 	Title:	Assistant Vice President	 



 




 


 


 




    	 	[Signature Page to Term Loan Credit Agreement]	 



     


    

 


PRICING SCHEDULE

TO TERM LOAN CREDIT AGREEMENT



APPLICABLE MARGIN


 


	 	Pricing Level I 	Pricing Level II	Pricing Level III 	Pricing Level IV 	Pricing Level V 
	Public Debt Rating	≥ BBB+ and Baa1	BBB and Baa2	BBB− and Baa3	BB+ and Ba1	≤ BB and Ba2
	Applicable Margin for SOFR Advances/Loans	1.000%	1.125%	1.375%	1.500%	1.625%
	Applicable Margin for Base Rate Advances/Loans	0.000%	0.125%	0.375%	0.500%	0.625%


 


 


TICKING FEE


 


	 	Pricing Level I 	Pricing Level II	Pricing Level III 	Pricing Level IV 	Pricing Level V 
	Public Debt Rating	≥ BBB+ and Baa1	BBB and Baa2	BBB− and Baa3	BB+ and Ba1	≤ BB and Ba2
	Ticking Fee	0.100%	0.125%	0.175%	0.250%	0.300%


 


 




    	 	  	 



     


    

 


For the purpose of the chart labeled Applicable
Margin, (a) if only one of S&P and Moody’s shall have in effect a Public Debt Rating, the Applicable Margin shall be determined
by reference to the available Public Debt Rating; (b) if neither S&P nor Moody’s shall have in effect a Public Debt Rating,
the Applicable Margin shall be set in accordance with Pricing Level V until such time as either S&P or Moody’s shall have in
effect a Public Debt Rating; (c) if the Public Debt Ratings established by S&P and Moody’s shall fall within different levels,
the Applicable Margin shall be based upon the higher of such Public Debt Ratings, except that in the event that the lower of such Public
Debt Ratings is more than one level below the higher of such Public Debt Ratings, the Applicable Margin shall be based upon the level
immediately below the higher of such Public Debt Ratings; (d) if any Public Debt Rating established by either S&P or Moody’s
shall be changed, such change shall be effective as of the date on which such change is first announced publicly by such rating agency
making such change and (e) if either S&P or Moody’s shall change the basis on which Public Debt Ratings are established, each
reference to the Public Debt Ratings announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating
by S&P or Moody’s, as the case may be.


 


For the purpose of the chart labeled Ticking Fee,
(a) if only one of S&P and Moody’s shall have in effect a Public Debt Rating, the applicable rate shall be determined by reference
to the available Public Debt Rating; (b) if neither S&P nor Moody’s shall have in effect a Public Debt Rating, the applicable
rate shall be set in accordance with Pricing Level III until such time as either S&P or Moody’s shall have in effect a Public
Debt Rating; (c) if the Public Debt Ratings established by S&P and Moody’s shall fall within different levels, the applicable
rate shall be based upon the higher of such Public Debt Ratings, except that in the event that the lower of such Public Debt Ratings is
more than one level below the higher of such Public Debt Ratings, the applicable rate shall be based upon the level immediately below
the higher of such Public Debt Ratings; (d) if any Public Debt Rating established by either S&P or Moody’s shall be changed,
such change shall be effective as of the date on which such change is first announced publicly by such rating agency making such change
and (e) if either S&P or Moody’s shall change the basis on which Public Debt Ratings are established, each reference to the
Public Debt Ratings announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or
Moody’s, as the case may be.


 


 




    	 	  	 



     


    

COMMITMENT SCHEDULE


 


COMMITMENTS AND PRO RATA SHARES


 


	Lender	Commitment	Pro Rata Share of Aggregate Commitment
	Citibank, N.A.	$13,250,000.00	13.2500%
	Bank of America, N.A.	$13,250,000.00	13.2500%
	Barclays Bank PLC	$9,250,000.00	9.2500%
	Goldman Sachs Bank USA	$9,250,000.00	9.2500%
	KeyBank National Association	$9,250,000.00	9.2500%
	Morgan Stanley Bank, N.A.	$9,250,000.00	9.2500%
	The Bank of Nova Scotia	$9,250,000.00	9.2500%
	Wells Fargo Bank, National Association	$9,250,000.00	9.2500%
	Regions Bank	$6,000,000.00	6.0000%
	Truist Bank	$6,000,000.00	6.0000%
	U.S. Bank National Association	$6,000,000.00	6.0000%
	TOTAL	$100,000,000.00	100.0000%



 



    	 	  	 



     


    

 


Schedule 6.10


 


EXISTING SPECIFIED INDEBTEDNESS FOR BORROWED
MONEY


 


None.


 




    	 	  	 



     


    

 


Schedule 13.01


 


CERTAIN ADDRESSES FOR NOTICES


 


	Address of the Borrower:





RXO, Inc.


11215 North Community House Road


Charlotte, NC 28277


Attention: Alex Jeffers


Email: alexander.jeffers@rxo.com


 


	Address for the Administrative Agent:





Citibank Delaware


One Penns Way


OPS II, Floor 2


New Castle, DE 19720


Attn: Agency Operations


Phone: (302) 894-6010


Fax: (646) 274-5080


Borrower inquiries only: agencyabtfsupport@citi.com


Borrower notifications: GlAgentOfficeOps@citi.com


Disclosure Team Mail (Financial Reporting): oploanswebadmin@citi.com


Investor Relations Team (investor inquiries only): global.loans.support@citi.com