Exhibit 10.1


 


EXECUTION VERSION


 



     Published
CUSIP Number: 26444KAA2


Term Loan CUSIP Number: 26444KAB0


 





 



 


$800,000,000


 


TERM LOAN CREDIT AGREEMENT


 


dated as of October 21, 2022,


 


by and among


 


DUKE ENERGY FLORIDA, LLC

as Borrower,


 


the lenders referred to herein,


as Lenders


 


TRUIST BANK

as Administrative Agent


  


TRUIST SECURITIES, INC.


MIZUHO BANK, LTD.


and


TD BANK, N.A.


as Joint Lead Arrangers


 


and


 


TRUIST SECURITIES, INC.


as Sole Bookrunner


 






    	 	 	 



     


    

 


TABLE OF CONTENTS


 


Page


 


	Article 1
	Definitions
	 
	Section 1.01	Definitions	1
	Section 1.02	Accounting Terms and Determinations	15
	Section 1.03	Types of Borrowings	16
	Section 1.04	Divisions	16
	Section 1.05	Rates	16
	 	 	 
	Article 2
	The Credit
	 
	Section 2.01	Commitments to Lend	16
	Section 2.02	Notice of Borrowings	17
	Section 2.03	Notice to Lenders; Funding of Loans	17
	Section 2.04	Registry; Notes	18
	Section 2.05	Maturity of Loans	18
	Section 2.06	Interest Rates	18
	Section 2.07	[Reserved]	19
	Section 2.08	[Reserved]	19
	Section 2.09	Method of Electing Interest Rates	19
	Section 2.10	[Reserved]	20
	Section 2.11	Optional Prepayments	20
	Section 2.12	General Provisions as to Payments	21
	Section 2.13	Funding Losses	21
	Section 2.14	Computation of Interest and Fees	21
	Section 2.15	[Reserved]	21
	Section 2.16	[Reserved]	22
	Section 2.17	[Reserved]	22
	Section 2.18	[Reserved]	22
	Section 2.19	Defaulting Lenders	22
	 	 	 
	Article 3
	Conditions
	 
	Section 3.01	Effective Date	23
	 	 	 
	Article 4
	Representations and Warranties
	 
	Section 4.01	Organization and Power	24
	Section 4.02	Corporate and Governmental Authorization; No Contravention	24
	Section 4.03	Binding Effect	24
	Section 4.04	Financial Information	24
	Section 4.05	Regulation U	25
	Section 4.06	Litigation	25
	Section 4.07	Compliance with Laws	25
	Section 4.08	Taxes	25
	Section 4.09	Anti-corruption Law and Sanctions	25



 






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	Article 5
	Covenants
	 
	Section 5.01	Information	26
	Section 5.02	Payment of Taxes	27
	Section 5.03	Maintenance of Property; Insurance	27
	Section 5.04	Maintenance of Existence	28
	Section 5.05	Compliance with Laws	28
	Section 5.06	Books and Records	28
	Section 5.07	Negative Pledge	28
	Section 5.08	Consolidations, Mergers and Sales of Assets	30
	Section 5.09	Use of Proceeds	30
	Section 5.10	Indebtedness/Capitalization Ratio	30
	 	 	 
	Article 6
	Defaults
	 
	Section 6.01	Events of Default	32
	Section 6.02	Notice of Default	32
	 	 	 
	Article 7
	The Administrative Agent
	 
	Section 7.01	Appointment and Authorization	32
	Section 7.02	Administrative Agent and Affiliates	32
	Section 7.03	Action by Administrative Agent	32
	Section 7.04	Consultation with Experts	33
	Section 7.05	Liability of Administrative Agent	33
	Section 7.06	Indemnification	33
	Section 7.07	Credit Decision	33
	Section 7.08	Successor Administrative Agent	34
	Section 7.09	Administrative Agent’s Fee	34
	Section 7.10	Certain ERISA Matters	35
	Section 7.11	Erroneous Payments	37
	 	 	 
	Article 8
	Change in Circumstances
	 
	Section 8.01	Basis for Determining Interest Rate Inadequate or Unfair	39
	Section 8.02	Increased Cost and Reduced Return	40
	Section 8.03	Taxes	43
	Section 8.04	Base Rate Loans Substituted for Affected SOFR Loans	43
	Section 8.05	Substitution of Lender; Termination Option	44
	 	 	 
	Article 9
	Miscellaneous
	 
	Section 9.01	Notices	44
	Section 9.02	No Waivers	45
	Section 9.03	Expenses; Indemnification	45
	Section 9.04	Sharing of Set-offs	46
	Section 9.05	Amendments and Waivers	46
	Section 9.06	Successors and Assigns	47
	Section 9.07	Collateral	49
	Section 9.08	Confidentiality	49



 






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	Section 9.09	Governing Law; Submission to Jurisdiction	49
	Section 9.10	Counterparts; Integration	49
	Section 9.11	WAIVER OF JURY TRIAL	50
	Section 9.12	USA Patriot Act	50
	Section 9.13	[Reserved]	50
	Section 9.14	No Fiduciary Duty	50
	Section 9.15	Survival	50
	Section 9.16	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	51
	Section 9.17	Acknowledgement Regarding Any Supported QFCs	51


 


	SCHEDULES
	 	 	 
	Schedule 1.01	-	Commitment Schedule
	 	 	 
	EXHIBITS
	 	 	 
	Exhibit A	-	Note
	Exhibit B	-	[Reserved]
	Exhibit C	-	[Reserved]
	Exhibit D	-	Assignment and Assumption Agreement


 






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TERM LOAN CREDIT AGREEMENT


 


TERM LOAN CREDIT AGREEMENT
dated as of October 21, 2022, by and among DUKE ENERGY FLORIDA, LLC, a Florida limited liability company, as Borrower, the Lenders
from time to time party hereto and TRUIST BANK, as Administrative Agent.


 


STATEMENT OF PURPOSE


 


The Borrower has requested,
and subject to the terms and conditions set forth in this Agreement, the Administrative Agent and the Lenders have agreed to extend, certain
credit facilities to the Borrower.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree
as follows:


 


Article 1

Definitions


 


Section 1.01            Definitions.
The following terms, as used herein, have the following meanings:


 


“Adjusted Term SOFR”
means, for purposes of any calculation, the rate per annum equal to the sum of (a) Term SOFR for such calculation plus (b) the
SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR
shall be deemed to be the Floor.


 


“Administrative Agent”
means Truist in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity.


 


“Administrative Questionnaire”
means, with respect to each Lender, the administrative questionnaire in the form submitted to such Lender by the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.


 


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


 


“Affiliate”
means, as to any Person (the “specified Person”) (i) any Person that directly, or indirectly through one or more
intermediaries, controls the specified Person (a “Controlling Person”) or (ii) any Person (other than the specified
Person or a Subsidiary of the specified Person) which is controlled by or is under common control with a Controlling Person. As used herein,
the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


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


 


“Agreement”
means this Term Loan Credit Agreement as the same may be amended from time to time.


 


“Anti-Corruption
Laws” means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction
concerning or relating to bribery, corruption or money laundering.


 






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“Applicable Law”
means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals,
interpretations and orders of Governmental Authorities and all orders and decrees of all courts and arbitrators.


 


“Applicable Margin”
means, with respect to SOFR Loans to the Borrower, 0.75% per annum.


 


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


 


“Approved Officer”
means the president, the chief financial officer, a vice president, the treasurer, an assistant treasurer or the controller of the Borrower
or such other representative of the Borrower as may be designated by any one of the foregoing with the consent of the Administrative Agent.


 


“Assignee”
has the meaning set forth in Section 9.06(c).


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a
term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period
pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component
thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark,
in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the
definition of “Interest Period” pursuant to Section 8.01(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, regulation rule or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).


 


“Bankruptcy Event”
means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding (or any similar proceeding),
or generally fails to pay its debts as such debts become due, or admits in writing its inability to pay its debts generally, or has had
a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization
or liquidation of its business or assets appointed for it, or, in the good faith determination of the Administrative Agent (or, if the
Administrative Agent is the subject of the Bankruptcy Event, the Required Lenders), has taken any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that (except with respect to a Lender
that is subject to a Bail-In Action) a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition
of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does
not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate,
disavow or disaffirm any contracts or agreements made by such Person.


 






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“Base Rate”
means, for any day for which the same is to be calculated, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus
1/2 of 1% and (c) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1%; provided, that, if the Base
Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; and provided further, that clause
(c) shall not be applicable during any period in which either (i) any of the circumstances provided in Section 8.01(a)(i) or
Section 8.01(a)(ii) shall have occurred and be continuing or (ii) Adjusted Term SOFR is unavailable or unascertainable.
Each change in the Base Rate shall take effect simultaneously with the corresponding change in the rates described in clauses (a), (b) or
(c) above, as the case may be.


 


“Base Rate Loan”
means (i) a Loan which bears interest at the Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate
Election or the provisions of Article 8 or (ii) an overdue amount which was a Base Rate Loan immediately before it became overdue.


 


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


 


“Benchmark”
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR
Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that
such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 8.01(c)(i).


 


“Benchmark Replacement”
means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the
Administrative Agent and the Borrower 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 (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would
be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan
Documents.


 


“Benchmark Replacement
Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable 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
adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated
credit facilities.


 


“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


 






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(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 or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles
for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference
to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such
component thereof) continues to be provided on such date


 


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


 


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


 


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


 


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


 


(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
or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.


 


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 Transition
Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement
Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th
day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such
prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).


 






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“Benchmark Unavailability
Period” means the period (if any) (x) 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 8.01(c)(i) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark
for all purposes hereunder and under any Loan Document in accordance with Section 8.01(c)(i).


 


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


 


“Beneficial Ownership
Regulation” means 31 CFR § 1010.230.


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Internal Revenue 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”.


 


“Borrower”
means Duke Energy Florida, LLC, a Florida limited liability company.


 


“Borrowing”
means a borrowing made on a single date and for a single Interest Period.


 


“Change”
has the meaning set forth in Section 9.05(b).


 


“Change in Law”
means the occurrence of any of the following after the date of this Agreement: (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, rules, guideline, requirement or directive (whether
or not having the force of law) by any Governmental Authority; provided however, that notwithstanding anything herein to the contrary,
(i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives
thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to
be a “Change in Law” after the date hereof regardless of the date enacted, adopted, issued or implemented.


 


“Commitment”
means, with respect to any Lender listed on the signature pages hereof, the commitment of such Lender to make a Loan on the Effective
Date in the amount set forth opposite its name on the Commitment Schedule.


 


“Commitment Schedule”
means the Commitment Schedule attached hereto as Schedule 1.01.


 


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


 






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“Conforming Changes”
means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the
definition of “Domestic Business Day,” the definition of “U.S. Government Securities Business Day,” the definition
of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”),
timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation
notices, the applicability and length of lookback periods, the applicability of Section 2.13 and other technical, administrative
or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such
rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the
Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration
as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan
Documents).


 


“Connection Income
Taxes” means, with respect to Administrative Agent or any Lender, taxes that are imposed on or measured by net income (however
denominated), franchise taxes or branch profits taxes, in each case, imposed as a result of a connection (including any former connection)
between such Lender or Administrative Agent and the jurisdiction imposing such tax (other than connections arising from such Lender or
Administrative Agent 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 this Agreement or any Note, or sold or
assigned an interest in any Loan, this Agreement or any Note).


 


“Consolidated Capitalization”
means, with respect to the Borrower, the sum, without duplication, of (i) Consolidated Indebtedness of the Borrower, (ii) consolidated
common equity holders’ equity as would appear on a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
prepared in accordance with generally accepted accounting principles, (iii) the aggregate liquidation preference of preferred or
priority equity interests (other than preferred or priority equity interests subject to mandatory redemption or repurchase) of the Borrower
and its Consolidated Subsidiaries upon involuntary liquidation, (iv) the aggregate outstanding amount of all Equity Preferred Securities
of the Borrower and (v) minority interests as would appear on a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
prepared in accordance with generally accepted accounting principles.


 


“Consolidated Indebtedness”
means, at any date, with respect to the Borrower, all Indebtedness of the Borrower and its Consolidated Subsidiaries determined on a consolidated
basis in accordance with generally accepted accounting principles; provided that Consolidated Indebtedness shall exclude, to the
extent otherwise reflected therein, Equity Preferred Securities of the Borrower and its Consolidated Subsidiaries up to a maximum excluded
amount equal to 15% of Consolidated Capitalization of the Borrower.


 


“Consolidated Net
Assets” means, at any date with respect to the Borrower, (a) total assets of the Borrower and its Subsidiaries (minus applicable
reserves) determined on a consolidated basis in accordance with generally accepted accounting principles minus (b) total liabilities
of the Borrower and its Subsidiaries, in each case determined on a consolidated basis in accordance with generally accepted accounting
principles, all as reflected in the consolidated financial statements of the Borrower most recently delivered to the Administrative Agent
and the Lenders pursuant to Section 5.01(a) or 5.01(b).


 


“Consolidated Subsidiary”
means, for any Person, at any date, any Subsidiary or other entity the accounts of which would be consolidated with those of such Person
in its consolidated financial statements if such statements were prepared as of such date.


 


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


 






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“Defaulting Lender”
means any Lender that (a) has failed to (i) fund any portion of its Loans within two Domestic Business Days of the date required
to be funded or (ii) pay over to any Lender Party any other amount required to be paid by it hereunder within two Domestic Business
Days of the date required to be paid, unless, in the case of clause (i) or (ii) above, such Lender notifies the Administrative
Agent (or, if the Administrative Agent is the Defaulting Lender, the Required Lenders) in writing that such failure is the result of such
Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default,
if any) has not been satisfied, (b) has notified the Borrower or the Administrative Agent in writing, or has made a public statement
to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing
or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically
identified and including the particular default, if any) to funding under this Agreement cannot be satisfied) or generally under other
agreements in which it commits to extend credit, (c) has failed, within three Domestic Business Days after written request by the
Administrative Agent (or, if the Administrative Agent is the Defaulting Lender, the Required Lenders) or the Borrower, acting in good
faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund
prospective Loans under this Agreement unless such Lender notifies the Administrative Agent (or, if the Administrative Agent is the Defaulting
Lender, the Required Lenders) in writing that such failure is the result of such Lender’s good faith determination that one or more
conditions precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt by the Administrative Agent (or,
if the Administrative Agent is the Defaulting Lender, the Required Lenders) and the Borrower of such certification in form and substance
satisfactory to the Administrative Agent (or, if the Administrative Agent is the Defaulting Lender, the Required Lenders) and the Borrower,
or (d) has become (or has a direct or indirect Parent that has become) the subject of a Bankruptcy Event or a Bail-In Action. Any
determination by the Administrative Agent (or, if the Administrative Agent is the Defaulting Lender, the Required Lenders) that a Lender
is a Defaulting Lender shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender
upon delivery of written notice of such determination to the Borrower and each Lender.


 


“Domestic Business
Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City or in the State of North
Carolina are authorized by law to close.


 


“Domestic Lending
Office” means, as to each Lender, its office located at its address set forth in its Administrative Questionnaire (or identified
in its Administrative Questionnaire as its Domestic Lending Office) or such other office as such Lender may hereafter designate as its
Domestic Lending Office by notice to the Borrower and the Administrative Agent.


 


“Duke Energy Corporation”
means Duke Energy Corporation, a Delaware corporation


 


“Duke Energy Florida
Indenture” means the Indenture dated as of January 1, 1944, between Duke Energy Florida and The Bank of New York Mellon,
as successor trustee, as amended, modified or supplemented from time to time, and any successor or replacement mortgage trust indenture.


 


“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.


 






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“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 the conditions precedent in Section 3.01 are satisfied or waived in accordance with Section 9.05.


 


“Endowment”
means the Duke Endowment, a charitable common law trust established by James B. Duke by Indenture dated December 11, 1924.


 


“Environmental Laws”
means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or to emissions,
discharges, releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment
including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or
hazardous substances or wastes.


 


“Equity Preferred
Securities” means, with respect to the Borrower, any trust preferred securities or deferrable interest subordinated debt securities
issued by the Borrower or any Subsidiary or other financing vehicle of the Borrower that (i) have an original maturity of at least
twenty years and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the
first anniversary of the Maturity Date.


 


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


 


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


 


“Erroneous Payment”
has the meaning assigned thereto in Section 7.11(a).


 


“Erroneous Payment
Deficiency Assignment” has the meaning assigned thereto in Section 7.11(d).


 


“Erroneous Payment
Return Deficiency” has the meaning assigned thereto in Section 7.11(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.


 


“Event of Default”
has the meaning set forth in Section 6.01.


 


“FATCA”
has the meaning set forth in Section 8.03(a).


 


“FDIC”
means the Federal Deposit Insurance Corporation.


 






    	 	8	 



     


    

 


“Federal Funds Rate”
means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank
of New York on the Domestic Business Day next succeeding such day; provided that (i) if such day is not a Domestic Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published
on the next succeeding Domestic Business Day and (ii) if no such rate is so published on such next succeeding Domestic Business Day,
the Federal Funds Rate for such day shall be the average rate quoted to Truist on such day on such transactions as determined by the Administrative
Agent; provided further, that, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 


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


 


“Floor”
means a rate of interest equal to 0%.


 


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


 


“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.


 


“Governmental Authority”
means any international, foreign, federal, state, regional, county, local or other governmental or quasi-governmental authority.


 


“Group of Loans”
means at any time a group of Loans consisting of (i) all Loans to the Borrower which are Base Rate Loans at such time or (ii) all
SOFR Loans to the Borrower having the same Interest Period at such time; provided that, if a Loan of any particular Lender is converted
to or made as a Base Rate Loan pursuant to Article 8, such Loan shall be included in the same Group or Groups of Loans from time
to time as it would have been if it had not been so converted or made.


 


“Hedging Agreement”
means for any Person, any and all agreements, devices or arrangements designed to protect such Person or any of its Subsidiaries from
the fluctuations of interest rates, exchange rates applicable to such party’s assets, liabilities or exchange transactions, including,
but not limited to, dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest
rate cap or collar protection agreements, commodity swap agreements, forward rate currency or interest rate options, puts and warrants.
Notwithstanding anything herein to the contrary, “Hedging Agreements” shall also include fixed-for-floating interest rate
swap agreements and similar instruments.


 


“Indebtedness”
of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all indebtedness
of such Person for the deferred purchase price of property or services purchased (excluding current accounts payable incurred in the ordinary
course of business), (iii) all indebtedness created or arising under any conditional sale or other title retention agreement with
respect to property acquired, (iv) all indebtedness under leases which shall have been or should be, in accordance with generally
accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee, (v) the face amount
of all outstanding letters of credit issued for the account of such Person (other than letters of credit relating to indebtedness included
in Indebtedness of such Person pursuant to another clause of this definition) and, without duplication, the unreimbursed amount of all
drafts drawn thereunder, (vi) indebtedness secured by any Lien on property or assets of such Person, whether or not assumed (but
in any event not exceeding the fair market value of the property or asset), (vii) all direct guarantees of Indebtedness referred
to above of another Person, (viii) all amounts payable in connection with mandatory redemptions or repurchases of preferred stock
or member interests or other preferred or priority equity interests and (ix) any obligations of such Person (in the nature of principal
or interest) in respect of acceptances or similar obligations issued or created for the account of such Person.


 






    	 	9	 



     


    

 


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


 


“Interest Period”
means, with respect to each SOFR Loan, the period commencing on the date of borrowing specified in the applicable Notice of Borrowing
or on the date specified in an applicable Notice of Interest Rate Election and ending one, three, or six months thereafter, as the Borrower
may elect in such notice; provided that:


 


(a)            any
Interest Period which would otherwise end on a day which is not a U.S. Government Securities Business Day shall be extended to the next
succeeding U.S. Government Securities Business Day unless such U.S. Government Securities Business Day falls in another calendar month,
in which case such Interest Period shall end on the next preceding U.S. Government Securities Business Day; and


 


(b)            any
Interest Period which begins on the last U.S. Government Securities 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 U.S. Government Securities
Business Day of the last calendar month of such Interest Period;


 


provided further that no Interest Period
applicable to any Loan of any Lender may end after the Maturity Date.


 


“Internal Revenue
Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.


 


“Investment Grade
Status” exists as to any Person at any date if all senior long-term unsecured debt securities of such Person outstanding at
such date which has been rated by S&P or Moody’s are rated BBB- or higher by S&P or Baa3 or higher by Moody’s,
as the case may be, or if such Person does not have a rating of its long-term unsecured debt securities, then if the corporate credit
rating of such Person, if any exists, from S&P is BBB- or higher or the issuer rating of such Person, if any exists, from Moody’s
is Baa3 or higher.


 


“Lender”
means each bank or other financial institution listed on the signature pages hereof, each Assignee which becomes a Lender pursuant
to Section 8.05 or Section 9.06(c), and their respective successors.


 


“Lender Party”
means any of the Lenders and the Administrative Agent.


 


“Lender-Related Party”
has the meaning set forth in Section 9.03(c).


 


“Lending Office”
means, as to each Lender, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified
in its Administrative Questionnaire as its Lending Office) or such other office, branch or affiliate of such Lender as it may hereafter
designate as its Lending Office by notice to the Borrower and the Administrative Agent.


 






    	 	10	 



     


    

 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such
asset. For the purposes of this Agreement, the Borrower or any of its Subsidiaries shall be deemed to own subject to a Lien any asset
which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement relating to such asset.


 


“Loan”
means a loan made or to be made by a Lender pursuant to Section 2.01; provided that, if any such loan or loans (or portions
thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term “Loan” shall refer to the combined
principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the
case may be.


 


“Loan Documents”
means, collectively, this Agreement, each Note, and each other document, instrument, certificate and agreement executed and delivered
by the Borrower or any of its subsidiaries in favor of or provided to the Administrative Agent in connection with this Agreement or otherwise
referred to herein or contemplated hereby.


 


“Master Credit Facility”
means the Amended and Restated Credit Agreement dated as of March 18, 2022, among the Borrower, the other borrowers thereto, the
lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other agents party thereto, as the same
may be amended, amended and restated, modified, supplemented, refinanced or replaced from time to time after the date hereof.


 


“Material Debt”
means, with respect to the Borrower, Indebtedness of the Borrower or any of its Material Subsidiaries (other than any Non-Recourse
Indebtedness) in an aggregate principal amount exceeding $150,000,000.


 


“Material Plan”
has the meaning set forth in Section 6.01(i).


 


“Material Subsidiary”
means at any time, with respect to the Borrower, any Subsidiary of the Borrower whose total assets exceeds 15% of the total assets (after
intercompany eliminations) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with generally accepted
accounting principles, all as reflected in the consolidated financial statements of the Borrower most recently delivered to the Administrative
Agent and the Lenders pursuant to Section 5.01(a) or 5.01(b).


 


“Maturity Date”
means April 21, 2024, or, if such day is not a Domestic Business Day, the immediately preceding Domestic Business Day.


 


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


 


“Non-Consenting Lender”
means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all affected Lenders in
accordance with the terms of Section 9.05(a) and (ii) has been approved by the Required Lenders.


 


“Non-Recourse Indebtedness”
means any Indebtedness incurred by a Subsidiary of the Borrower to develop, construct, own, improve or operate a defined facility or project
(a) as to which the Borrower (i) does not provide credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness but excluding tax sharing arrangements and similar arrangements to make contributions to such Subsidiary
to account for tax benefits generated by such Subsidiary), (ii) is not directly or indirectly liable as a guarantor or otherwise,
or (iii) does not constitute the lender; (b) no default with respect to which would permit upon notice, lapse of time or both
any holder of any other Indebtedness (other than the Loans or the Notes) of the Borrower to declare a default on such other Indebtedness
or cause the payment thereof to be accelerated or payable prior to its stated maturity; and (c) as to which the lenders will not
have any recourse to the stock or assets of the Borrower or other Subsidiary (other than the stock of or intercompany loans to such Subsidiary);
provided that in each case in clauses (a) and (c) above, the Borrower or other Subsidiary may provide credit support
and recourse in an amount not exceeding 15% in the aggregate of any such Indebtedness and such Indebtedness shall still be deemed to be
Non-Recourse Indebtedness.


 






    	 	11	 



     


    

 


“Notes”
means promissory notes of the Borrower, in the form required by Section 2.04, evidencing the obligation of the Borrower to repay
the Loans made to it, and “Note” means any one of such promissory notes issued hereunder.


 


“Notice of Account
Designation” has the meaning set forth in Section 3.01(f).


 


“Notice of Borrowing”
has the meaning set forth in Section 2.02.


 


“Notice of Interest
Rate Election” has the meaning set forth in Section 2.09(a).


 


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


 


“Other Taxes”
has the meaning set forth in Section 8.03(a).


 


“Parent”
means, with respect to any Lender, any Person controlling such Lender.


 


“Participant”
has the meaning set forth in Section 9.06(b).


 


“Participant Register”
has the meaning set forth in Section 9.06(b).


 


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


 


“Percentage”
means, with respect to any Lender at any time, the percentage which the amount of its Total Credit Exposure at such time represents of
the aggregate amount of all Total Credit Exposures at such time; provided that in the case of Section 2.19 when a Defaulting
Lender shall exist, “Percentage” shall mean the percentage of the aggregate amount of all Total Credit Exposures (disregarding
any Defaulting Lender’s Total Credit Exposure) represented by such Lender’s Total Credit Exposure.


 


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


 


“Person”
means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Plan”
means at any time an employee pension benefit plan which is covered by Title IV of ERISA or Sections 412 or 430 of the Internal Revenue
Code or Sections 302 and 303 of ERISA and is either (i) maintained by a member of the ERISA Group for employees of a member of the
ERISA Group or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer
makes contributions and to which a member of the ERISA Group is then making or accruing an obligation to make contributions or has within
the preceding five plan years made contributions.


 


“Platform”
means Syndtrak or a substantially similar electronic transmission system.


 






    	 	12	 



     


    

 


“Prime Rate”
means the per annum rate of interest established from time to time by the Administrative Agent at its principal office in Charlotte, North
Carolina as its Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall become effective as of 12:01
a.m. of the Domestic Business Day on which each change in the Prime Rate is announced by the Administrative Agent. The Prime Rate
is a reference rate used by the Administrative Agent in determining interest rates on certain loans and is not intended to be the lowest
rate of interest charged on any extension of credit to any debtor.


 


“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.


 


“Quarterly Payment
Date” means the first Domestic Business Day of each January, April, July and October.


 


“Regulation U”
means Regulation U of the FRB, as in effect from time to time.


 


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


 


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


 


“Required Lenders”
means, at any time, Lenders having Total Credit Exposures at least 51% in aggregate amount of the Total Credit Exposures of all Lenders
(excluding the Total Credit Exposure of any Defaulting Lender(s)).


 


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


 


“Sanctioned Person”
means, at any time (a) any Person listed in any Sanctions-related list of specially designated Persons maintained by OFAC, the U.S.
Department of State, United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, (b) any
Person that has a place of business, or is organized or resident, in a jurisdiction that is the subject of any comprehensive territorial
Sanctions or (c) any Person owned or controlled by any such Person.


 


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


 


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


 


“SOFR Adjustment”
means a percentage equal to 0.10% per annum.


 


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


 


“SOFR Loan”
means any Loan bearing interest at a rate based on Adjusted Term SOFR as provided in Section 2.06.


 






    	 	13	 



     


    

 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.


 


“Subsidiary”
means, as to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power
to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned
by such Person; unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.


 


“Substantial Assets”
means, with respect to the Borrower, assets sold or otherwise disposed of in a single transaction or a series of related transactions
representing 25% or more of the consolidated assets of the Borrower and its Consolidated Subsidiaries, taken as a whole.


 


“Taxes”
has the meaning set forth in Section 8.03(a).


 


“Term SOFR”
means,


 


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


 


(e)            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 U.S. Government Securities Business Days prior to such day,
as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time)
on any Base Rate 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 U.S. Government Securities Business Days prior to such Base Rate
SOFR Determination Day.


 


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


 


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


 


“Total Credit Exposure”
means, as to any Lender at any time, the unutilized Commitments and outstanding Loans of such Lender at such time.


 


“Truist”
means Truist Bank.


 






    	 	14	 



     


    

 



 


“Trust”
means The Doris Duke Trust, a trust established by James B. Duke by Indenture dated December 11, 1924 for the benefit of certain
relatives.


 


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


 


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


 


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


 


“Unfunded Vested
Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (i) the present value of all benefits
under such Plan, determined on a plan termination basis using the assumptions under 4001(a)(18) of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only
to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or the Plan under Title IV
of ERISA.


 


“United States”
means the United States of America, including the States and the District of Columbia, but excluding its territories and possessions.


 


“U.S. Government
Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities; provided, that for purposes of notice requirements in Section 2.02,Section 2.11,
and Section 2.12, in each case, such day is also a Domestic Business Day.


 


“U.S. Tax Compliance
Certificate” has the meaning set forth in Section 8.03(d)(iii).


 


“U.S. Tax Law Change”
has the meaning set forth in Section 8.03(a).


 


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


 


Section 1.02      Accounting
Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance
with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred
in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower
and its Consolidated Subsidiaries delivered to the Lenders; provided, that if the Borrower notifies the Administrative Agent that
it wishes to amend the financial covenant in Section 5.10 to eliminate the effect of any change in generally accepted accounting
principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend
Section 5.10 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally
accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became
effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required
Lenders.


 






    	 	15	 



     


    

 


Section 1.03      Types
of Borrowings. Borrowings are classified for purposes of this Agreement by reference to the pricing of Loans comprising such Borrowing
(e.g., a “SOFR Borrowing” is a Borrowing comprised of SOFR Loans).


 


Section 1.04      Divisions.
For all purposes under this Agreement, in connection with any division or plan of division of the Borrower under Delaware law (or any
comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes
the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person
to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
on the first date of its existence by the holders of its equity interests at such time.


 


Section 1.05      Rates.
The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the
continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate, Adjusted
Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative,
successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any
such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 8.01(c),
will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference
Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation
or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions
that affect the calculation of the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement
rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The
Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate,
Adjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof,
in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity
for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses
(whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component
thereof) provided by any such information source or service.


 


Article 2

The Credit


 


Section 2.01      Commitments
to Lend. Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make, on the Effective Date, a
Loan denominated in Dollars to the Borrower in an amount not to exceed the Commitment of such Lender. Amounts borrowed under this Section 2.01
and repaid or prepaid may not be reborrowed. Each Lender’s Commitment shall be permanently reduced by the amount of the Loan funded
by such Lender on the Effective Date and each Lender’s unutilized Commitment shall terminate immediately and without further action
on such date.


 






    	 	16	 



     


    

 


Section 2.02      Notice
of Borrowings. The Borrower shall give the Administrative Agent notice (a “Notice of Borrowing”) not later than
11:00 A.M. (Eastern time) on (x) the Effective Date, for any Borrowing that is to be a Base Rate Borrowing and (y) the
third U.S. Government Securities Business Day before the Effective Date for each Borrowing that is to be a SOFR Borrowing (provided that
Adjusted Term SOFR shall not be available until three U.S. Government Securities Business Days after the Effective Date unless the Borrower
has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying
the Lenders in the manner set forth in Section 2.13 of this Agreement), specifying:


 


(a)          [Reserved];


 


(b)          the
aggregate amount of the Borrowing which shall not exceed the aggregate amount of the Commitments;


 


(c)          whether
the Loans comprising the Borrowing are to bear interest initially at the Base Rate or Adjusted Term SOFR; and


 


(d)          in
the case of a SOFR Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition
of Interest Period.


 


Section 2.03      Notice
to Lenders; Funding of Loans.


 


(a)          Upon
receipt (or deemed receipt) of a Notice of Borrowing, the Administrative Agent shall promptly notify the applicable Lender of the contents
thereof and of such Lender’s share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower.


 


(b)          Not
later than 1:00 P.M. (Eastern time) on the Effective Date, each Lender participating therein shall (or the Administrative Agent on
its behalf as provided in subsection (c) of this Section) make available its share of the Borrowing, in Federal or other immediately
available funds, to the Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent
determines that any applicable condition specified in Section 3.01 has not been satisified, the Administrative Agent will disburse
the funds so received from the Lenders to an account designated by an Approved Officer of the Borrower.


 


(c)          Unless
the Administrative Agent shall have received notice from a Lender prior to 1:00 P.M. (Eastern time) on the Effective Date that such
Lender will not make available to the Administrative Agent such Lender’s share of the Borrowing, the Administrative Agent may assume
that such Lender has made such share available to the Administrative Agent on the Effective Date in accordance with subsection (b) of
this Section 2.03 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date
a corresponding amount. If and to the extent that such Lender shall not have so made such share available to the Administrative Agent,
such Lender and, if such Lender shall not have made such payment within two Domestic Business Days of demand therefor, the Borrower agrees
to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the
date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the
case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant
to Section 2.06 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in the applicable Borrowing
for purposes of this Agreement.


 






    	 	17	 



     


    

 


(d)          The
failure of any Lender to make a Loan to be made by it as part of a Borrowing shall not relieve any other Lender of its obligation, if
any, hereunder to make a Loan on the Effective Date, but no Lender shall be responsible for the failure of any other Lender to make a
Loan to be made by such other Lender.


 


Section 2.04      Registry;
Notes.


 


(a)          The
Administrative Agent shall maintain a register (the “Register”) on which it will record the Commitment of each Lender,
each Loan made by such Lender and each repayment of any Loan made by such Lender. Any such recordation by the Administrative Agent on
the Register shall be conclusive, absent manifest error. Failure to make any such recordation, or any error in such recordation, shall
not affect the Borrower’s obligations hereunder. The Register shall be available for inspection by the Borrower and any Lender (but
only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable
prior notice.


 


(b)          The
Borrower hereby agrees that, promptly upon the request of any Lender at any time, the Borrower shall deliver to such Lender a duly executed
Note, in substantially the form of Exhibit A hereto, payable to such Lender or its registered assigns as permitted pursuant
to Section 9.06 and representing the obligation of the Borrower to pay the unpaid principal amount of the Loans made to the Borrower
by such Lender, with interest as provided herein on the unpaid principal amount from time to time outstanding.


 


(c)          Each
Lender shall record the date, amount and maturity of each Loan made by it and the date and amount of each payment of principal made by
the Borrower with respect thereto, and each Lender receiving a Note pursuant to this Section, if such Lender so elects in connection with
any transfer or enforcement of its Note, may endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing
information with respect to each such Loan then outstanding; provided that the failure of such Lender to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or under the Notes. Such Lender is hereby irrevocably authorized
by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such schedule as and when required.


 


Section 2.05      Maturity
of Loans.


 


(a)          Each
Loan made by any Lender shall mature, and the principal amount thereof shall be due and payable together with accrued interest thereon,
on the Maturity Date.


 


(b)          [Reserved.]


 


Section 2.06      Interest
Rates.


 


(a)          Each
Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it
becomes due, at a rate per annum equal to the Base Rate for such day. Such interest shall be payable quarterly in arrears on each Quarterly
Payment Date and at maturity. Any overdue principal of or overdue interest on any Base Rate Loan shall bear interest, payable on demand,
for each day until paid at a rate per annum equal to the sum of 1% plus the Base Rate for such day.


 






    	 	18	 



     


    

 


(b)          Each
SOFR Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto,
at a rate per annum equal to the sum of the Applicable Margin for such day plus the Adjusted Term SOFR applicable to such Interest Period.
Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months,
at intervals of three months after the first day thereof.


 


(c)          Any
overdue principal of or overdue interest on any SOFR Loan shall bear interest, payable on demand, for each day from and including the
date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 1% plus the higher of
(i) the sum of the Applicable Margin for such day plus the Adjusted Term SOFR applicable to such Loan at the date such payment was
due and (ii) the rate applicable to Base Rate Loans for such day.


 


(d)          The
Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt
notice to the Borrower and the participating Lenders by facsimile of each rate of interest so determined, and its determination thereof
shall be conclusive in the absence of manifest error unless the Borrower raises an objection thereto within five Domestic Business Days
after receipt of such notice.


 


(e)          In
connection with the use or administration of Term SOFR, 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. The
Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with
the use or administration of Term SOFR.


 


Section 2.07      [Reserved].


 


Section 2.08      [Reserved].


 


Section 2.09      Method
of Electing Interest Rates.


 


(a)          The
Loans included in the Borrowing shall bear interest initially at the type of rate specified by the Borrower in the Notice of Borrowing.
Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject
in each case to the provisions of Article 8 and the last sentence of this subsection (a)), as follows:


 


(i)          if
such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to SOFR Loans as of any U.S. Government Securities Business
Day; and


 


(ii)         if
such Loans are SOFR Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as SOFR Loans
for an additional Interest Period, subject to Section 2.13 in the case of any such conversion or continuation effective on any day
other than the last day of the then current Interest Period applicable to such Loans.


 


Each such election shall be made by delivering
a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 11:00 A.M. (Eastern
time) on the third U.S. Government Securities Business Day before the conversion or continuation selected in such notice is to be effective
(or one Domestic Business Day if the conversion is from a SOFR Loan to a Base Rate Loan). A Notice of Interest Rate Election may, if it
so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such
portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such notice applies, and the remaining
portion to which it does not apply, are each $10,000,000 or any larger multiple of $1,000,000.


 






    	 	19	 



     


    

 


(b)          Each
Notice of Interest Rate Election shall specify:


 


(i)          the
Group of Loans (or portion thereof) to which such notice applies;


 


(ii)         the
date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause
of subsection 2.09(a) above;


 


(iii)        if
the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be SOFR Loans, the
duration of the next succeeding Interest Period applicable thereto; and


 


(iv)        if
such Loans are to be continued as SOFR Loans for an additional Interest Period, the duration of such additional Interest Period.


 


Each Interest Period specified in a Notice of
Interest Rate Election shall comply with the provisions of the definition of the term “Interest Period”.


 


(c)          Promptly
after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection 2.09(a) above, the Administrative Agent
shall notify each Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If no Notice of Interest
Rate Election is timely received prior to the end of an Interest Period for any Group of Loans, the Borrower shall be deemed to have elected
that such Group of Loans be converted to Base Rate Loans as of the last day of such Interest Period.


 


(d)          An
election by the Borrower to change or continue the rate of interest applicable to any Group of Loans pursuant to this Section shall
not constitute a Borrowing subject to the provisions of Section 3.01.


 


Section 2.10      [Reserved].


 


Section 2.11      Optional
Prepayments.


 


(a)          The
Borrower may (i) upon notice to the Administrative Agent not later than 11:00 A.M. (Eastern time) on any Domestic Business Day
prepay on such Domestic Business Day any Group of Base Rate Loans and (ii) upon at least three U.S. Government Securities Business
Days’ notice to the Administrative Agent not later than 11:00 A.M. (Eastern time) prepay any Group of SOFR Loans, in each case
in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000, by paying the
principal amount to be prepaid together with accrued interest thereon to the date of prepayment and together with any additional amounts
payable pursuant to Section 2.13. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Lenders
included in such Group or Borrowing.


 


(b)          Upon
receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Lender of the contents
thereof and of such Lender’s share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.


 






    	 	20	 



     


    

 


Section 2.12      General
Provisions as to Payments.


 


(a)          The
Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, not later than 1:00 P.M. (Eastern
time) on the date when due, in immediately available funds, to the Administrative Agent at its address referred to in Section 9.01
and without reduction by reason of any set-off, counterclaim or deduction of any kind. The Administrative Agent will promptly distribute
to each Lender in like funds its ratable share of each such payment received by the Administrative Agent for the account of the Lenders.
Whenever any payment of principal of, or interest on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business
Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of,
or interest on, the SOFR Loans shall be due on a day which is not a U.S. Government Securities Business Day, the date for payment thereof
shall be extended to the next succeeding U.S. Government Securities Business Day unless such U.S. Government Securities Business Day falls
in another calendar month, in which case the date for payment thereof shall be the next preceding U.S. Government Securities Business
Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such
extended time.


 


(b)          Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder
that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to
each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have
so made such payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together
with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount
to the Administrative Agent, at the Federal Funds Rate.


 


Section 2.13      Funding
Losses. If the Borrower makes any payment of principal with respect to any SOFR Loan (other than payments made by an Assignee pursuant
to Section 8.05(a) or by the Borrower pursuant to Section 8.05(b) in respect of a Defaulting Lender’s SOFR Loans)
(whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise) or any SOFR Loan is converted to a Base Rate Loan or
continued as a SOFR Loan for a new Interest Period (pursuant to Article 2, 6 or 8 or otherwise) on any day other than the last day
of an Interest Period applicable thereto, or if the Borrower fails to borrow, prepay, convert or continue any SOFR Loans after notice
has been given to any Lender in accordance with Section 2.03(a), 2.09(c) or 2.11(b), the Borrower shall reimburse each Lender
within 15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related
Loan), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding
loss of margin for the period after any such payment or conversion or failure to borrow, prepay, convert or continue; provided
that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the calculation of the amount of
such loss or expense, which certificate shall be conclusive in the absence of manifest error. All of the obligations of the Borrower under
this Section 2.13 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the
replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction, or discharge of all obligations under any
Loan Document.


 


Section 2.14      Computation
of Interest and Fees. Interest based on clause (a) of the definition of Base Rate shall be computed on the basis of a year of
365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day).
All other interest and all fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including
the first day but excluding the last day).


 


Section 2.15      [Reserved].


 






    	 	21	 



     


    

 


Section 2.16      [Reserved].


 


Section 2.17      [Reserved].


 


Section 2.18      [Reserved].


 


Section 2.19      Defaulting
Lenders. If any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting
Lender, to the extent permitted by Applicable Law:


 


(a)          [Reserved];


 


(b)          [Reserved];


 


(c)          any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of a Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to Article 6 or otherwise) shall be applied at such time or times as may be determined
by the Administrative Agent as follows:


 


(i)          first,
to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;


 


(ii)         second,
as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has
failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent;


 


(iii)        third,
if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy
such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement;


 


(iv)        fourth,
to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;


 


(v)         fifth,
so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent
jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; and


 


(vi)        sixth,
to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment
is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share,
and (y) such Loans were made at a time when the conditions set forth in Section 3.01 were satisfied or waived, such payment
shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any
Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments.


 


Any payments, prepayments or other amounts paid
or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.19(c) shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto; and


 






    	 	22	 



     


    

 


(d)          in
the event that the Administrative Agent and the Borrower agree that a Defaulting Lender has adequately remedied all matters that caused
such Lender to be a Defaulting Lender, on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative
Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Percentage; provided,
that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such
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

Conditions


 


Section 3.01      Effective
Date. The effectiveness of this Agreement and the obligation of any Lender to make a Loan on the Effective Date are subject to the
satisfaction (or waiver in accordance with Section 9.05(a)) of the following conditions:


 


(a)          receipt
by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed
counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of facsimile or other written
confirmation from such party of execution of a counterpart hereof by such party);


 


(b)          receipt
by the Administrative Agent of (i) an opinion of internal counsel of the Borrower and (ii) an opinion of Parker Poe Adams &
Bernstein LLP, special counsel for the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent;


 


(c)          receipt
by the Administrative Agent of a certificate signed by an Approved Officer of the Borrower, dated the Effective Date, to the effect set
forth in clauses (j) and (k) of Section 3.01;


 


(d)          receipt
by the Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the
Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in
form and substance satisfactory to the Administrative Agent;


 


(e)          receipt
by the Administrative Agent of evidence satisfactory to it that the fees and expenses (including, without limitation, reasonable and documented
out-of-pocket legal fees and expenses) payable by the Borrower to the Administrative Agent and the Lenders on the Effective Date have
been paid;


 


(f)           receipt
by the Administrative Agent of a Notice of Account Designation from the Borrower specifying the deposit account or accounts of the Borrower
to which the proceeds of any Borrowings are to be disbursed (the “Notice of Account Designation”);


 


(g)          receipt
by the Administrative Agent, and any Lender requesting the same, of a Beneficial Ownership Certification for the Borrower (or a certification
that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership
Regulations), prior to the Effective Date;


 


(h)          receipt
by the Administrative Agent and each Lender, prior to the Effective Date, of all documentation and other information about the Borrower
that shall have been reasonably requested by the Administrative Agent or such Lender in writing prior to the Effective Date and that the
Administrative Agent reasonably determines is required by United States regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including without limitation the Patriot Act;


 






    	 	23	 



     


    

 


(i)           receipt
by the Administrative Agent of a Notice of Borrowing as required by Section 2.02;


 


(j)           the
fact that, immediately after the Borrowing of the Loans, no Default with respect to the Borrower shall have occurred and be continuing;
and


 


(k)          the
fact that the representations and warranties of the Borrower contained in this Agreement shall be true on and as of the Effective Date.


 


The Borrowing of the Loans
hereunder shall be deemed to be a representation and warranty by the Borrower on the Effective Date as to the facts specified in clauses
(j) and (k) of this Section 3.01.


 


Article 4

Representations and Warranties


 


The Borrower represents and
warrants that:


 


Section 4.01      Organization
and Power. The Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization
and has all requisite powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business
as now conducted and is duly qualified to do business in each jurisdiction where such qualification is required, except where the failure
so to qualify would not have a material adverse effect on the business, financial position or results of operations of the Borrower and
its Consolidated Subsidiaries, considered as a whole.


 


Section 4.02      Corporate
and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the
Notes are within the Borrower’s powers, have been duly authorized by all necessary company action, require no action by or in respect
of, or filing with, any Governmental Authority (except for consents, authorizations or filings which have been obtained or made, as the
case may be, and are in full force and effect) and do not contravene, or constitute a default under, any provision of Applicable Law or
regulation or of the articles of incorporation, by-laws, certificate of formation or the limited liability company agreement of the Borrower
or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or result in the creation
or imposition of any Lien on any asset of the Borrower or any of its Material Subsidiaries.


 


Section 4.03      Binding
Effect. This Agreement constitutes a valid and binding agreement of the Borrower and each Note, if and when executed and delivered
by it in accordance with this Agreement, will constitute a valid and binding obligation of the Borrower, in each case enforceable in accordance
with its terms, except as the same may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally
and by general principles of equity.


 


Section 4.04      Financial
Information.


 


(a)          The
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2021 and the related consolidated
statements of income, cash flows, capitalization and retained earnings for the fiscal year then ended, reported on by Deloitte, copies
of which have been delivered to each of the Lenders by using the Platform or otherwise made available, fairly present in all material
respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and its Consolidated
Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year.


 






    	 	24	 



     


    

 


(b)          [Reserved.]


 


(c)          Since
December 31, 2021, there has been no material adverse change in the business, financial position or results of operations of the
Borrower and its Consolidated Subsidiaries, considered as a whole, except as publicly disclosed prior to the Effective Date.


 


Section 4.05      Regulation
U. The Borrower and its Material Subsidiaries are not engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the FRB) and no proceeds of any Borrowing by the Borrower will be
used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not
more than 25% of the value of the assets of the Borrower and its Material Subsidiaries is represented by margin stock.


 


Section 4.06      Litigation.
Except as publicly disclosed prior to the Effective Date, there is no action, suit or proceeding pending against, or to the knowledge
of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any Governmental
Authority which would be likely to be decided adversely to the Borrower or such Subsidiary and, as a result, have a material adverse effect
upon the business, consolidated financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered
as a whole, or which in any manner draws into question the validity of this Agreement or any Note.


 


Section 4.07      Compliance
with Laws.


 


(a)          The
Borrower and each of its Material Subsidiaries is in compliance in all material respects with all Applicable Law, ordinances, rules, regulations
and requirements of Governmental Authorities (including, without limitation, ERISA and Environmental Laws) except where (i) non-compliance
would not have a material adverse effect on the business, financial position or results of operations of the Borrower and its Consolidated
Subsidiaries, considered as a whole, or (ii) the necessity of compliance therewith is contested in good faith by appropriate proceedings.


 


(b)          The
Borrower shall not use any of the “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42)
of ERISA or otherwise) of one or more of its Benefit Plans to make any payments with respect to the Loans or the Commitments.


 


Section 4.08      Taxes.
The Borrower and its Material Subsidiaries have filed all United States federal income tax returns and all other material tax returns
which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by
the Borrower or any such Material Subsidiary except (i) where nonpayment would not have a material adverse effect on the business,
financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole, or (ii) where
the same are contested in good faith by appropriate proceedings. The charges, accruals and reserves on the books of the Borrower and its
Material Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate.


 


Section 4.09      Anti-Corruption
Law and Sanctions. The Borrower and its Material Subsidiaries have implemented and maintain in effect policies and procedures designed
to prevent violations by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (acting in their
capacity as such) of the applicable Anti-Corruption Laws and Sanctions, and the Borrower and its Material Subsidiaries are in compliance
in all material respects with all applicable Anti-Corruption Laws and Sanctions, except where (i) noncompliance would not have a
material adverse effect on the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries,
considered as a whole, or (ii) the necessity of compliance therewith is contested in good faith by appropriate proceedings. None
of (i) the Borrower or any Material Subsidiary or, (ii) to the knowledge of the Borrower, any director, officer or employee
of the Borrower or any Material Subsidiary or (iii) to the knowledge of the Borrower, any agent of the Borrower or any Material Subsidiary
acting in any capacity in connection with or benefitting from the credit facility established hereby, is a Sanctioned Person. As of the
Effective Date, all of the information included in the Beneficial Ownership Certification is true and correct.


 






    	 	25	 



     


    

 


Article 5

Covenants


 


The Borrower agrees that,
so long as any Lender has any Commitment hereunder with respect to the Borrower or any amount payable hereunder remains unpaid by the
Borrower:


 


Section 5.01      Information.
The Borrower will deliver to each of the Lenders:


 


(a)          as
soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of
the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, cash
flows, capitalization and retained earnings for such fiscal year, setting forth in each case in comparative form the figures for the previous
fiscal year, all reported on in a manner consistent with past practice and with applicable requirements of the Securities and Exchange
Commission by Deloitte or other independent public accountants of nationally recognized standing;


 


(b)          as
soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower,
a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and the related consolidated
statements of income and cash flows for such quarter and for the portion of the Borrower’s fiscal year ended at the end of such
quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the
Borrower’s previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation in all material
respects, generally accepted accounting principles and consistency (except as provided by Section 1.02) by an Approved Officer of
the Borrower;


 


(c)          within
the maximum time period specified for the delivery of each set of financial statements referred to in clauses (a) and (b) above,
a certificate of an Approved Officer of the Borrower (i) setting forth in reasonable detail the calculations required to establish
whether the Borrower was in compliance with the requirements of Section 5.10 on the date of such financial statements and (ii) stating
whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the
action which the Borrower is taking or proposes to take with respect thereto;


 


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


 


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


 






    	 	26	 



     


    

 


(f)           if
and when any member of the Borrower’s ERISA Group (i) gives or is reasonably expected to give notice to the PBGC of any “reportable
event” (as defined in Section 4043 of ERISA) with respect to any Material Plan which might constitute grounds for a termination
of such Plan under Title IV of ERISA, or knows that the plan administrator of any Material Plan has given or is required to give notice
of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives
notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Material Plan is in reorganization, is insolvent
or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate,
impose material liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer
any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal
Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Material Plan under Section 4041(c) of
ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Material Plan pursuant
to Section 4063 of ERISA, a copy of such notice; (vii) receives notice of the cessation of operations at a facility of any member
of the ERISA Group in the circumstances described in Section 4062(e) of ERISA; or (viii) fails to make any payment or contribution
to any Material Plan or makes any amendment to any Material Plan which has resulted or could result in the imposition of a Lien or the
posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Borrower setting
forth details as to such occurrence and action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes
to take;


 


(g)          promptly
following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes
of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation
or other applicable anti-money laundering laws; and


 


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


 


Information required to be delivered pursuant
to these Sections 5.01(a), 5.01(b) and 5.01(e) shall be deemed to have been delivered on the date on which such information
has been posted on the Securities and Exchange Commission website on the Internet at sec.gov/search/search.htm, on the Platform or at
another website identified in a notice from the Borrower to the Lenders and accessible by the Lenders without charge; provided that
(i) a certificate delivered pursuant to Section 5.01(c) shall also be deemed to have been delivered upon being posted to
the Platform and (ii) the Borrower shall deliver paper copies of the information referred to in Sections 5.01(a), 5.01(b) and
5.01(e) to any Lender which requests such delivery.


 


Section 5.02      Payment
of Taxes. The Borrower will pay and discharge, and will cause each of its Material Subsidiaries to pay and discharge, at or before
maturity, all their tax liabilities, except where (i) nonpayment would not have a material adverse effect on the business, financial
position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole, or (ii) the same may
be contested in good faith by appropriate proceedings, and will maintain, and will cause each of its Material Subsidiaries to maintain,
in accordance with generally accepted accounting principles, appropriate reserves for the accrual of any of the same.


 


Section 5.03      Maintenance
of Property; Insurance.


 


(a)          The
Borrower will keep, and will cause each of its Material Subsidiaries to keep, all property necessary in its business in good working order
and condition, ordinary wear and tear excepted, except where the failure to do so would not have a material adverse effect on the business,
financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole.


 






    	 	27	 



     


    

 


(b)          The
Borrower will, and will cause each of its Material Subsidiaries to, maintain (either in the name of the Borrower or in such Subsidiary’s
own name) with financially sound and responsible insurance companies, insurance on all their respective properties in at least such amounts
and against at least such risks (and with such risk retention) as are usually insured against by companies of established repute engaged
in the same or a similar business; provided that self-insurance by the Borrower or any such Material Subsidiary, shall not be deemed
a violation of this covenant to the extent that companies engaged in similar businesses and owning similar properties self-insure; and
will furnish to the Lenders, upon request from the Administrative Agent, information presented in reasonable detail as to the insurance
so carried.


 


Section 5.04      Maintenance
of Existence. The Borrower will preserve, renew and keep in full force and effect, and will cause each of its Material Subsidiaries
to preserve, renew and keep in full force and effect their respective corporate or other legal existence and their respective rights,
privileges and franchises material to the normal conduct of their respective businesses; provided that nothing in this Section 5.04
shall prohibit the termination of any right, privilege or franchise of the Borrower or any such Material Subsidiary or of the corporate
or other legal existence of any such Material Subsidiary, or the change in form of organization of the Borrower or any such Material Subsidiary,
if the Borrower in good faith determines that such termination or change is in the best interest of the Borrower, is not materially disadvantageous
to the Lenders and, (i) in the case of a change in the form of organization of the Borrower, the Administrative Agent has consented
thereto and (ii) in the case of a change in the jurisdiction of the Borrower to a jurisdiction outside of the United States, the
Lenders have consented thereto.


 


Section 5.05      Compliance
with Laws. The Borrower will comply, and cause each of its Material Subsidiaries to comply, in all material respects with all Applicable
Law (including, without limitation, ERISA, applicable Sanctions and Anti-Corruption Laws and Environmental Laws) except where (i) noncompliance
would not have a material adverse effect on the business, financial position or results of operations of the Borrower and its Consolidated
Subsidiaries, considered as a whole, or (ii) the necessity of compliance therewith is contested in good faith by appropriate proceedings.


 


Section 5.06      Books
and Records. The Borrower will keep, and will cause each of its Material Subsidiaries to keep, proper books of record and account
in which full, true and correct entries shall be made of all financial transactions in relation to its business and activities in accordance
with its customary practices; and will permit, and will cause each such Material Subsidiary to permit, representatives of any Lender at
such Lender’s expense (accompanied by a representative of the Borrower, if the Borrower so desires) to visit any of their respective
properties, to examine any of their respective books and records and to discuss their respective affairs, finances and accounts with their
respective officers, employees and independent public accountants, all upon such reasonable notice, at such reasonable times and as often
as may reasonably be desired.


 


Section 5.07      Negative
Pledge. The Borrower will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:


 


(a)          Liens
granted by the Borrower existing as of the Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate
principal amount not exceeding $100,000,000;


 


(b)          the
Lien of the Borrower’s Duke Energy Florida Indenture (if any) securing Indebtedness outstanding on the Effective Date or issued
thereafter;


 


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


 






    	 	28	 



     


    

 


(d)          any
Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition;


 


(e)          any
Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such
asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof;


 


(f)           any
Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing
clauses of this Section; provided that such Indebtedness is not increased (except by accrued interest, prepayment premiums and
fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional
assets;


 


(g)          Liens
for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted
accounting principles;


 


(h)          statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary
course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings
which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect
to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles;


 


(i)           Liens
incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection
with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders,
bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising
as a result of progress payments under government contracts;


 


(j)           easements
(including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations,
encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property;


 


(k)          Liens
with respect to judgments and attachments which do not result in an Event of Default;


 


(l)           Liens,
deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted
under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations
arising in the ordinary course of business;


 


(m)         other
Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Indebtedness,
(ii) do not secure any obligation in an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist
as to the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use
thereof in the operation of its business;


 


(n)          Liens
securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity
prices and not for speculative purposes, provided that such Liens run in favor of a Lender hereunder or under the Master Credit
Facility or a Person who was, at the time of issuance, a Lender;


 






    	 	29	 



     


    

 


(o)          Liens
not otherwise permitted by the foregoing clauses of this Section on assets of the Borrower securing obligations in an aggregate principal
or face amount at any date not to exceed 15% of the Consolidated Net Assets of the Borrower;


 


(p)          Liens
on fuel used by the Borrower in its power generating business; and


 


(q)          Liens
on regulatory assets up to the amount approved by state legislatures and/or regulatory orders.


 


Section 5.08      Consolidations,
Mergers and Sales of Assets. The Borrower will not (i) consolidate or merge with or into any other Person or (ii) sell,
lease or otherwise transfer, directly or indirectly, Substantial Assets to any Person (other than a Subsidiary of the Borrower); provided
that the Borrower may merge with another Person if the Borrower is the Person surviving such merger and, after giving effect thereto,
no Default shall have occurred and be continuing.


 


Section 5.09      Use
of Proceeds. The proceeds of the Loans made under this Agreement will be used by the Borrower for general corporate purposes. None
of such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying
any “margin stock” within the meaning of Regulation U. None of such proceeds will be used (i) for the purpose
of knowingly financing the activities of or any transactions with any Sanctioned Person or in any country, region or territory that is
the subject of Sanctions applicable to the Borrower and its Subsidiaries and where the financed activity would be prohibited by such applicable
Sanctions, at the time of such financing or (ii) 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.


 


Section 5.10      Indebtedness/Capitalization
Ratio. The ratio of Consolidated Indebtedness of the Borrower to Consolidated Capitalization of the Borrower as at the end of any
fiscal quarter of the Borrower will not exceed 65%.


 


Article 6

Defaults


 


Section 6.01      Events
of Default. Subject to Section 9.05(b)(ii), if one or more of the following events (“Events of Default”) with
respect to the Borrower shall have occurred and be continuing:


 


(a)          the
Borrower shall fail to pay when due any principal of any Loan to it or shall fail to pay, within five days of the due date thereof, any
interest, fees or any other amount payable by it hereunder;


 


(b)          the
Borrower shall fail to observe or perform any covenant contained in Sections 5.01(d), 5.04, 5.07, 5.08, 5.10, or the second or third sentence
of 5.09, inclusive;


 


(c)          the
Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by (a) or
(b) above) for 30 days after notice thereof has been given to the Borrower by the Administrative Agent at the request of any Lender;


 


(d)          any
representation, warranty, certification or statement made by the Borrower in this Agreement or in any certificate, financial statement
or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed
made);


 






    	 	30	 



     


    

 


(e)          the
Borrower or any of its Material Subsidiaries shall fail to make any payment in respect of Material Debt (other than Loans to the Borrower
hereunder) when due after giving effect to any applicable grace period;


 


(f)           any
event or condition shall occur and shall continue beyond the applicable grace or cure period, if any, provided with respect thereto so
as to result in the acceleration of the maturity of Material Debt;


 


(g)          the
Borrower or any of its Material Subsidiaries shall commence a voluntary case or other proceeding seeking liquidation, reorganization or
other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking
the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property,
or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall admit in writing its inability
to, or shall fail generally to, pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;


 


(h)          an
involuntary case or other proceeding shall be commenced against the Borrower or any of its Material Subsidiaries seeking liquidation,
reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial
part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days; or
an order for relief shall be entered against the Borrower or any of its Material Subsidiaries under the federal bankruptcy laws as now
or hereafter in effect;


 


(i)           any
member of the Borrower’s ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $150,000,000 which
it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans
of such ERISA Group having aggregate Unfunded Vested Liabilities in excess of $150,000,000 (collectively, a “Material Plan”)
shall be filed under Title IV of ERISA by any member of such ERISA Group, any plan administrator or any combination of the foregoing;
or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any such
Material Plan or a proceeding shall be instituted by a fiduciary of any such Material Plan against any member of such ERISA Group to enforce
Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 90 days thereafter; or a condition
shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any such Material Plan must be terminated;


 


(j)           a
judgment or other court order for the payment of money in excess of $150,000,000 shall be rendered against the Borrower or any of its
Material Subsidiaries and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending
appeal for a period of 45 days;


 


(k)          any
 “Event of Default” (as defined in the Master Credit Facility) with respect to the Borrower under the Master Credit Facility
(including any “Event of Default” under Section 6.01(k) of the Master Credit Facility); or


 






    	 	31	 



     


    

 


(l)           any
person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) other than trustees and participants in employee benefit plans of Duke Energy Corporation and its Subsidiaries or the
Endowment or Trust, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and
Exchange Commission under the Exchange Act) of 50% or more of the outstanding shares of common stock of Duke Energy Corproation; during
any period of twelve consecutive calendar months, individuals (i) who were members of the board of directors of Duke Energy Corproation
or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing
body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at
least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time
of such election or nomination at least a majority of that board or equivalent governing body shall cease to constitute a majority of
the board of directors of Duke Energy Corporation; or the Borrower shall cease to be a Subsidiary of Duke Energy Corporation;


 


then, and in every such event, the Administrative
Agent shall (i) if requested by Lenders having Total Credit Exposures more than 66-2/3% in aggregate amount of the Total Credit Exposures
of all of the Lenders, by notice to the Borrower terminate the Commitments as to the Borrower and they shall thereupon terminate, and
the Borrower shall no longer be entitled to borrow hereunder, and (ii) if requested by Lenders holding more than 66-2/3% in aggregate
principal amount of the Loans of the Borrower, by notice to the Borrower declare such Loans (together with accrued interest thereon) to
be, and such Loans (together with accrued interest thereon) shall thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events
of Default specified in (g) or (h) above with respect to the Borrower, without any notice to the Borrower or any other act by
the Administrative Agent or the Lenders, the Commitments shall thereupon terminate with respect to the Borrower and the Loans of the Borrower
(together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower.


 


Section 6.02      Notice
of Default. The Administrative Agent shall give notice to the Borrower under Section 6.01(c) promptly upon being requested
to do so by any Lender and shall thereupon notify all the Lenders thereof.


 


Article 7

The Administrative Agent


 


Section 7.01      Appointment
and Authorization. Each Lender irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement and the Notes as are delegated to the Administrative Agent by the terms hereof or thereof,
together with all such powers as are reasonably incidental thereto.


 


Section 7.02      Administrative
Agent and Affiliates. Truist shall have the same rights and powers under this Agreement as any other Lender and may exercise or refrain
from exercising the same as though it were not the Administrative Agent, and Truist and its affiliates may accept deposits from, lend
money to, and generally engage in any kind of business with the Borrower or any Subsidiary or affiliate of the Borrower as if it were
not the Administrative Agent hereunder.


 


Section 7.03      Action
by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein. Without
limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action with respect to any Default,
except as expressly provided in Article 6.


 


Section 7.04      Consultation
with Experts. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent public accountants
and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance
with the advice of such counsel, accountants or experts.


 






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Section 7.05     Liability
of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein,
and its duties hereunder shall be administrative in nature. Neither the Administrative Agent nor any of its affiliates nor any of their
respective directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection
herewith (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its own gross negligence or
willful misconduct. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents
or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation
made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or
agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required
to be delivered to the Administrative Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any
other instrument or writing furnished in connection herewith. The Administrative Agent shall not (A) be subject to any fiduciary
or other implied duties, regardless of whether a Default has occurred and is continuing; (B) have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative
Agent is required to exercise as directed in writing by such number or percentage of the Lenders as shall be expressly provided for herein;
provided that the Administrative Agent shall not be required to take any action that, in its good faith opinion or the opinion
of its counsel, is contrary to this Agreement or Applicable Law; and (C) except as expressly set forth herein, have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated
to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall
not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank
wire, facsimile or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties. Without
limiting the generality of the foregoing, the use of the term “agent” in this Agreement 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 merely as a matter of market custom and is intended to create or reflect only an administrative relationship
between independent contracting parties.





 


Section 7.06     Indemnification.
Each Lender shall, ratably in accordance with the aggregate amount of such Lender’s unfunded Commitments and Loans outstanding,
indemnify the Administrative Agent and its Related Parties (to the extent not reimbursed or indemnified by the Borrower) against any cost,
expense (including counsel fees and disbursements), claim, demand, action, loss, penalties or liability (except such as result from such
indemnitees’ gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Agreement
or any action taken or omitted by the Administrative Agent in its capacity as such, or by any Related Party acting for the Administrative
Agent in connection with such capacity.


 


Section 7.07     Credit
Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender,
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking
or not taking any action under this Agreement.


 


Section 7.08     Successor
Administrative Agent.


 


(a)            The
Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, (i) the
Borrower, with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed) or (ii) if an Event
of Default has occurred and is continuing, then the Required Lenders, shall have the right to appoint a successor Administrative Agent.
If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint
a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America
or of any State thereof and having a combined capital and surplus of at least $250,000,000.






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(b)            If
the Person serving as Administrative Agent is a Defaulting Lender, (i) the Borrower, with the consent of the Required Lenders (such
consent not to be unreasonably withheld or delayed) or (ii) if an Event of Default has occurred and is continuing, then the Required
Lenders, shall have the right to appoint a successor Administrative Agent.


 


(c)            Upon
the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, duties and obligations of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and obligations hereunder; provided that if such successor
Administrative Agent is appointed without the consent of the Borrower, such successor Administrative Agent may be replaced by the Borrower
with the consent of the Required Lenders so long as no Event of Default has occurred and is continuing at the time. After any retiring
Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent.


 


(d)            The
fees payable by the Borrower to any successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrower and such successor.


 


Section 7.09     Administrative
Agent’s Fee. The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously
agreed upon between the Borrower and the Administrative Agent.


 


Section 7.10     Certain
ERISA Matters.


 


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


 


(i)            such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments
or this Agreement;


 


(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;






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


 





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


 


(b)            In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or
(2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to,
and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto,
for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative
Agent is not 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 or any documents related hereto).


 


Section 7.11     Erroneous
Payments.


 


(a)            Each
Lender and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall
be conclusive absent manifest error) such Lender or any other Person that has received funds from the Administrative Agent or any of its
Affiliates, either for its own account or on behalf of a Lender (each such recipient, a “Payment Recipient”) that the
Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted
to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any
Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount
than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or
any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied
by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment,
prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in
error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts
specified in clauses (i) or (ii) of this Section 7.11(a), whether received as a payment, prepayment or repayment of principal,
interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in each case,
such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided
that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or
(ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives
any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative
Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value”
or any similar doctrine.






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(b)            Without
limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause 7.11(a)(ii) above, it shall
promptly notify the Administrative Agent in writing of such occurrence.





 


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


 


(d)            In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient (such unrecovered
amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative
Agent and upon the Administrative Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless
assignment of the full face amount of the portion of its Loans (but not its Commitments) to the Administrative Agent or, at the option
of the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount that is equal to the Erroneous
Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments),
the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without
further consent or approval of any party hereto and without any payment by the Administrative Agent or its applicable lending affiliate
as the assignee of such Erroneous Payment Deficiency Assignment. The parties hereto acknowledge and agree that (1) any assignment
contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable
assignee or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the
terms and conditions of Section 9.06 and (3) the Administrative Agent may reflect such assignments in the Register without further
consent or action by any other Person.


 


(e)            Each
party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient
that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to
all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all
amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative
Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 7.11 or under
the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not for the
purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Loan or other obligation
owed by the Borrower under this Agreement, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the
amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of
making a payment on the Loans or any other obligation owed by the Borrower under this Agreement and (z) to the extent that an Erroneous
Payment was in any way or at any time credited as payment or satisfaction of any of the Loans or other obligations owed by the Borrower
under this agreement, or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be
reinstated and continue in full force and effect as if such payment or satisfaction had never been received.






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(f)            Each
party’s obligations under this Section 7.11 shall survive the resignation or replacement of the Administrative Agent or any
transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Loans and other obligations owede by the Borrower under this Agreement (or any portion thereof) under any Loan Document.


 


(g)            Nothing
in this Section 7.11 will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from any Payment
Recipient’s receipt of an Erroneous Payment.


 


Article 8

Change in Circumstances


 


Section 8.01     Basis
for Determining Interest Rate Inadequate or Unfair.


 


(a)            Circumstances
Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or a conversion
to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall
be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR for
the applicable Interest Period with respect to a proposed SOFR Loan on or prior to the first day of such Interest Period or (ii) the
Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR does
not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then in each
case, the Administrative Agent shall promptly give notice thereof to the Borrower. 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 clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the
Borrower may revoke any pending request for borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR
Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request
for borrowing of or conversion to Base Rate Loans in the amount specified therein 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 Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant
to Section 2.13.


 


(b)            Laws
Affecting SOFR Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in
the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation
or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive
(whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful
or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain
any SOFR Loan, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term 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. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) any
obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to a SOFR Loan or continue any Loan as
a SOFR Loan, shall be suspended and (ii) 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”, in each case until each such affected 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, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent),
prepay or, if applicable, 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 of “Base Rate”), on the last day
of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans, to such day, or immediately,
if any 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 2.13.






    	 	37	 



     


    

 





(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. on the fifth (5th)
Domestic 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. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 8.01(c)(i) will
occur prior to the applicable Benchmark Transition Start Date.


 


(ii)           Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
the Administrative Agent, in consultation with the Borrower, 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) the
implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration,
adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement
of any tenor of a Benchmark pursuant to Section 8.01(c)(iv). 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 8.01(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 8.01(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 (including the Term SOFR Reference
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 administrator of such Benchmark
or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing
that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization
of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of “Interest
Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative,
non-compliant or non-aligned 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 or in compliance with or aligned with the International Organization
of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative
Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at
or after such time to reinstate such previously removed tenor.






    	 	38	 



     


    




 


(v)          Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) the
Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued
during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request
for a borrowing of or conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been converted
to Base Rate Loans at the end of the applicable Interest Period. During any Benchmark Unavailability Period or at any time that a tenor
for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such
tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.


 


(d)            Illegality.
If any Change In Law shall make it unlawful or impossible for any Lender (or its Lending Office) to make, maintain or fund any of
its SOFR Loans and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof
to the other Lenders and the Borrower, whereupon until such Lender notifies the Borrower and the Administrative Agent that the circumstances
giving rise to such suspension no longer exist, the obligation of such Lender to make SOFR Loans, or to continue or convert outstanding
Loans as or into SOFR Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section, such Lender
shall designate a different Lending Office if such designation will avoid the need for giving such notice and will not be otherwise disadvantageous
to such Lender in the good faith exercise of its discretion. If such notice is given, each SOFR Loan of such Lender then outstanding shall
be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period applicable to such SOFR Loan if such
Lender may lawfully continue to maintain and fund such Loan to such day or (ii) immediately if such Lender shall determine that it
may not lawfully continue to maintain and fund such Loan to such day.


 


Section 8.02     Increased
Cost and Reduced Return.


 


(a)            If
any Change In Law (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or
similar requirement (including, without limitation, any such regulations issued from time to time by the FRB for determining the maximum
reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency
funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time
to time)) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office); (ii) shall
subject any Lender or Administrative Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or
(iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of
credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall
impose on any Lender (or its Lending Office) any other condition, cost or expense affecting its SOFR Loans, its Note or its obligation
to make SOFR Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) of making or
maintaining any SOFR Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum
received or receivable by such Lender (or its Lending Office) under this Agreement or under its Note with respect thereto, by an amount
deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the
Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction;
provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender
first notifies the Borrower of its intention to demand compensation therefor under this Section 8.02(a).






    	 	39	 



     


    

 





(b)            If
any Lender shall have determined that any Change In Law has or would have the effect of reducing the rate of return on capital or liquidity
of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or
its Parent) could have achieved but for such Change In Law (taking into consideration its policies with respect to capital adequacy and
liquidity) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with
a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender
(or its Parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than
30 days after the date such Lender first notifies the Borrower of its intention to demand compensation under this Section 8.02(b).


 


(c)            Each
Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date
hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Lending Office if
such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth
the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such
amount, such Lender may use any reasonable averaging and attribution methods.


 


Section 8.03     Taxes.


 


(a)            For
purposes of this Section 8.03 the following terms have the following meanings:


 


“FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that
is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations
thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code. For purposes of this Section 8.03,
 “Applicable Law” includes FATCA.


 


“Taxes”
means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings including any interest, additions
to tax or penalties applicable thereto with respect to any payment by or on account of any obligation of the Borrower pursuant to this
Agreement or any Note, excluding (i) in the case of each Lender and the Administrative Agent, taxes imposed on its income,
net worth or gross receipts and franchise or similar taxes imposed on it by a jurisdiction under the laws of which such Lender or the
Administrative Agent (as the case may be) is organized or in which its principal executive office is located or, in the case of each Lender,
in which its Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments
except to the extent that (A) such Lender is subject to United States withholding tax by reason of a U.S. Tax Law Change or (B) in
the case of a Lender not listed on the signature pages hereof or a Participant, amounts with respect to such Taxes were payable pursuant
to Section 8.03 to such Lender’s assignor or to such Participant’s participating Lender immediately before such Lender
or Participant acquired the applicable interest in a Loan or Commitment; (iii) Taxes attributable to such Lender’s or Administrative
Agent’s failure to comply with Section 8.03(d) or (e) and (iv) any U.S. federal withholding Taxes imposed under
FATCA.






    	 	40	 



     


    

 





“Other Taxes”
means any present or future stamp or documentary taxes and any other excise or property taxes, or similar charges or levies, which arise
from any payment made pursuant to this Agreement or under any Note or from the execution or delivery of, or otherwise with respect to,
this Agreement or any Note.


 


“U.S. Tax Law Change”
means with respect to any Lender or Participant the occurrence (x) in the case of each Lender listed on the signature pages hereof,
after the date of its execution and delivery of this Agreement and (y) in the case of any other Lender, after the date such Lender
shall have become a Lender hereunder, and (z) in the case of each Participant, after the date such Participant became a Participant
hereunder, of the adoption of any applicable U.S. federal law, U.S. federal rule or U.S. federal regulation relating to taxation,
or any change therein, or the entry into force, modification or revocation of any income tax convention or treaty to which the United
States is a party.


 


(b)            Any
and all payments by or any account of the Borrower to or for the account of any Lender or the Administrative Agent hereunder or under
any Note shall be made without deduction for any Taxes or Other Taxes, except as required by Applicable Law; provided that if the
Borrower or the Administrative Agent shall be required by law to deduct any Taxes or Other Taxes from any such payments, (i) the
sum payable by the Borrower shall be increased as necessary so that after all required deductions are made (including deductions applicable
to additional sums payable under this Section 8.03) such Lender or the Administrative Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii) the Borrower or the Administrative Agent shall make
such deductions, (iii) the Borrower or the Administrative Agent shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with Applicable Law and (iv) if the withholding agent is the Borrower, the Borrower shall furnish
to the Administrative Agent, at its address referred to in Section 9.01, the original or a certified copy of a receipt evidencing
payment thereof.


 


(c)            The
Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 8.03) paid by
such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and reasonable expenses)
arising therefrom or with respect thereto. This indemnification shall be paid within 15 days after such Lender or the Administrative Agent
(as the case may be) makes demand therefor.






    	 	41	 



     


    

 


(d)            Each
Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of
this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a
Lender in the case of each other Lender, and from time to time thereafter as required by law or requested by the Borrower or the Administrative
Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) with whichever of the following is applicable (including any successor forms
prescribed by the Internal Revenue Service):


 


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





 





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


 


(iii)          in
the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue
Code, (x) a certificate reasonably acceptable to the Administrative Agent to the effect that such Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower
within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described
in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed
copies of IRS Form W-8BEN; or


 


(iv)         to
the extent a Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN, a U.S. Tax Compliance Certificate, 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 Compliance Certificate on behalf of each such direct and
indirect partner.


 


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


 


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





 


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


 


(h)            If
a Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, becomes subject to Taxes because of its failure
to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender
to recover such Taxes.









    	 	42	 



     


    

 


(i)            If
the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 8.03, then such Lender
will take such action (including changing the jurisdiction of its Lending Office) as in the good faith judgment of such Lender (i) will
eliminate or reduce any such additional payment which may thereafter accrue and (ii) is not otherwise disadvantageous to such Lender.





 


(j)            If
any Lender or the Administrative Agent receives a refund of any Taxes or Other Taxes for which the Borrower has made a payment under Section 8.03(b) or
(c) and such refund was received from the taxing authority which originally imposed such Taxes or Other Taxes, such Lender or the
Administrative Agent agrees to reimburse the Borrower to the extent of such refund; provided that nothing contained in this paragraph
(j) shall require any Lender or the Administrative Agent to seek any such refund or make available its tax returns (or any other
information relating to its taxes which it deems to be confidential).


 


(k)            Each
Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes attributable to
such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Taxes and without
limiting the obligation of the Borrower to do so), (ii) any taxes attributable to such Lender’s failure to comply with the
provisions of Section 9.06(b) relating to the maintenance of a Participant Register and (iii) any taxes excluded from the
definition of Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with
this Agreement or any Note, and any reasonable expenses arising therefrom or with respect thereto. A certificate as to the amount of such
payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender hereunder or under any Note
or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent
under this paragraph (k).


 


Section 8.04     Base
Rate Loans Substituted for Affected SOFR Loans. If (i) the obligation of any Lender to make or to continue or convert outstanding
Loans as or into SOFR Loans has been suspended pursuant to Section 8.02 or (ii) any Lender has demanded compensation under Section 8.02(a) with
respect to its SOFR Loans and the Borrower shall, by at least five U.S. Government Securities Business Days’ prior notice to such
Lender through the Administrative Agent, have elected that the provisions of this Section shall apply to such Lender, then, unless
and until such Lender notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer
apply:


 


(a)            all
Loans which would otherwise be made by such Lender as (or continued as or converted to) SOFR Loans, as the case may be, shall instead
be Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related SOFR Loans of the other Lenders),
and


 


(b)            after
each of its SOFR Loans has been repaid, all payments of principal which would otherwise be applied to repay such Loans shall be applied
to repay its Base Rate Loans instead.


 


If such Lender notifies the Borrower that the
circumstances giving rise to such suspension or demand for compensation no longer exist, the principal amount of each such Base Rate Loan
shall be converted into a SOFR Loan on the first day of the next succeeding Interest Period applicable to the related SOFR Loans of the
other Lenders.


 


Section 8.05     Substitution
of Lender; Termination Option. If (i) the obligation of any Lender to make or to convert or continue outstanding Loans as or
into SOFR Loans has been suspended pursuant to Section 8.01, (ii) any Lender has demanded compensation under Section 8.02
or Section 8.03 (including any demand made by a Lender on behalf of a Participant), (iii) any Lender becomes a Defaulting Lender,
(iv) Investment Grade Status ceases to exist as to any Lender or, (v) for purposes of (a) below only, any Lender becomes
a Non-Consenting Lender, then:






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(a)            the
Borrower shall have the right, with the assistance of the Administrative Agent (or, if the Administrative Agent is a Defaulting Lender,
the Required Lenders), to designate an Assignee (which may be one or more of the Lenders) mutually satisfactory to the Borrower and, so
long as any such Persons are not Defaulting Lenders, the Administrative Agent (whose consent shall not be unreasonably withheld or delayed)
to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D hereto, the
outstanding Loans of such Lender and assume the Commitment of such Lender (including any Commitments and Loans that have been participated),
without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s
outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of such Lender’s Commitment
hereunder and all other amounts payable by the Borrower to such Lender hereunder plus such amount, if any, as would be payable pursuant
to Section 2.13 if the outstanding Loans of such Lender were prepaid in their entirety on the date of consummation of such assignment;
and


 


(b)            if
at the time Investment Grade Status exists as to the Borrower, the Borrower may elect to terminate this Agreement as to such Lender (including
any Commitments and Loans that have been participated); provided that (i) the Borrower notifies such Lender through the Administrative
Agent (or, if the Administrative Agent is a Defaulting Lender, the Required Lenders) of such election at least three U.S. Government Securities
Business Days before the effective date of such termination and (ii) the Borrower repays or prepays the principal amount of all outstanding
Loans made by such Lender plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of such Lender’s
Commitment hereunder plus all other amounts payable by the Borrower to such Lender hereunder, not later than the effective date of such
termination.


 


Article 9

Miscellaneous


 


Section 9.01     Notices.


 


(a)            All
notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, bank wire, facsimile
transmission or similar writing) and shall be given to such party: (x) in the case of the Borrower or the Administrative Agent, at
its address or facsimile number set forth on the signature pages hereof, (y) in the case of any Lender, at its address or facsimile
number set forth in its Administrative Questionnaire or (z) in the case of any party, such other address or facsimile number as such
party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrower. Each such notice, request or other
communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified
in this Section and the appropriate answerback or confirmation slip, as the case may be, is received or (ii) if given by any
other means, when delivered at the address specified in this Section; provided that notices to the Administrative Agent under Article 2
or Article 8 shall not be effective until delivered. Notices delivered through electronic communications shall be effective as and
to the extent provided in subsection (b) below.


 


(b)            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 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 Section 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 Domestic Business Day or U.S. Government Securities
Business Day, as applicable, 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.






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(c)            The
Borrower agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available
to the Lenders by posting the Communications on the Platform. The Platform is provided “as is” and “as available.”
The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions
in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for
a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party
in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively,
the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for damages of any
kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise)
arising out of the Borrower’s or the Administrative Agent’s transmission of communications through the Platform. “Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower
pursuant to this Agreement or the transactions contemplated herein that is distributed to the Administrative Agent or any Lender by means
of electronic communications pursuant to this Section, including through the Platform.


 


Section 9.02     No
Waivers. No failure or delay by the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under
any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive
of any rights or remedies provided by law.


 


Section 9.03     Expenses;
Indemnification.


 


(a)            The
Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements
of one special counsel for the Administrative Agent, in connection with the preparation of this Agreement, any waiver or consent hereunder
or any amendment hereof or any Default or alleged Default with respect to the Borrower hereunder and (ii) if an Event of Default
with respect to the Borrower occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including
reasonable fees and disbursements of one primary counsel for the Administrative Agent and the Lenders (and (x) if necessary, a single
firm of local counsel to the Administrative Agent and the Lenders in each appropriate jurisdiction and (y) solely in the case of
any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to the affected Persons similarly situated),
in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom.


 


(b)            The
Borrower agrees to indemnify the Administrative Agent and each Lender and the respective Related Parties of the foregoing (each an “Indemnitee”)
and hold each Indemnitee harmless from and against any and all liabilities, losses, penalties, damages, costs and expenses of any kind,
including, without limitation, the reasonable fees and disbursements of one counsel for all Indemnitees taken as a whole and, in the case
of any actual or potential conflict of interest, one additional counsel to each group of affected Indemnitees similarly situated taken
as a whole, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether
or not such Indemnitee shall be designated a party thereto) relating to or arising out of this Agreement or any actual or proposed use
of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s
own gross negligence or willful misconduct as determined by a court of competent jurisdiction. This Section shall not apply to Taxes
other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.






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(c)            To
the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Lender, the Administrative
Agent, and each Related Party of any of the foregoing (each a “Lender-Related Party”), 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, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby,
any Loan or the use of the proceeds thereof. No Lender-Related Party shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the transactions contemplated hereby or thereby.


 


Section 9.04     Sharing
of Set-offs. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment
of a proportion of the aggregate amount then due with respect to the Loans held by it which is greater than the proportion received by
any other Lender in respect of the aggregate amount then due with respect to the Loans held by such other Lender, the Lender receiving
such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments
shall be made, as may be required so that all such payments with respect to the Loans held by the Lenders shall be shared by the Lenders
pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim
it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness
under this Agreement.


 


Section 9.05     Amendments
and Waivers.


 


(a)            Any
provision of this Agreement or the Notes may be amended or waived if, but only if, such amendment or waiver is in writing and is signed
by the Borrower and the Required Lenders (and, if the rights or duties of the Administrative Agent is affected thereby, by the Administrative
Agent); provided that no such amendment or waiver shall (x) unless signed by each adversely affected Lender, (i) increase
the Commitment of any Lender or subject any Lender to any additional obligation,
(ii) reduce the principal of or rate of interest on any Loan or any interest thereon or any fees hereunder, (iii) postpone
the date fixed for any payment of principal of or interest on any Loan or interest thereon or any fees hereunder or for termination of
any Commitment, or (iv) change the provisions of Section 9.04 or of any other provision of this Agreement providing for the
ratable application of payments in respect of the Loans or (y) unless signed by all Lenders, change the definition of Required Lenders
or the provisions of this Section 9.05; provided further, that the Administrative Agent and the Borrower may, without the
consent of any Lender, enter into amendments or modifications to this Agreement as the Administrative Agent reasonably deems appropriate
in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 8.01(c) in accordance with the
terms of Section 8.01(c).


 


(b)            (i) If
any representation or warranty in Article 4 of the Master Credit Facility, any covenant in Article 5 of the Master Credit Facility
or any event of default in Article 6 of the Master Credit Facility and, in each case, any related definitions in the Master Credit
Facility, is replaced, changed, amended, modified, supplemented or removed or (ii) any Default or Event of Default (as such terms
are defined in the Master Credit Facility) is waived (any of the foregoing in clauses (i) and (ii), a “Change”),
regardless of whether the Master Credit Facility is replaced, refinanced, amended and restated, amended, modified or supplemented and
regardless of whether any such Change occurs in the corresponding article or definitions, such Change shall be incorporated automatically
into this Agreement, or in the case of a waiver will be applied automatically to this Agreement for the corresponding Default or Event
of Default occurring hereunder, upon the later of (A) the effectiveness of such Change in the Master Credit Facility and (B) the
30th day after the Administrative Agent’s receipt of notice from the Borrower of such Change, provided that the Required
Lenders hereunder do not notify the Borrower through the Administrative Agent within 30 days after the Administrative Agent’s receipt
of such notice from the Borrower of their election (which may be made in their discretion) that such Change shall not be effective with
respect to this Agreement; provided that no Change to the Master Credit Facility shall amend, waive, modify or impact the rights
or remedies of the Lenders with respect to a Default or Event of Default under Section 6.01(a) of this Agreement.






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Section 9.06     Successors
and Assigns.


 


(a)            The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns and each Indemnitee, except that no Borrower may assign or otherwise transfer any of its rights under this Agreement without the
prior written consent of all Lenders.


 


(b)            Any
Lender may, with the consent (unless an Event of Default then exists) of the Borrower (such consent not to be unreasonably withheld or
delayed), at any time grant to one or more banks or other institutions (each a “Participant”) participating interests
in its Commitment or any or all of its Loans; provided that any Lender may, without the consent of the Borrower, at any time grant
participating interests in its Commitment or any or all of its Loans to another Lender, an Approved Fund or an Affiliate of such transferor
Lender. In the event of any such grant by a Lender of a participating interest to a Participant, whether or not upon notice to the Administrative
Agent, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative
Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under
this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that (A) such Participant
agrees to be subject to Section 8.05 as if it were an Assignee under paragraph (c) of this Section 9.06 or as if it were
the Lender granting such participation and (B) such Lender shall retain the sole right and responsibility to enforce the obligations
of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of
this Agreement; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment
or waiver of this Agreement described in clause (x)(i), (ii) or (iii) of Section 9.05(a) without the consent
of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled
to the benefits of Article 8 with respect to its participating interest, subject to the performance by such Participant of the obligations
of a Lender thereunder (it being understood that the documentation required under Section 8.03 shall be delivered by the Participant
to the participating Lender and the Participant agrees to be subject to the provisions of Sections 8.03(i), 8.03(j) and 8.05 as if
it were an Assignee). In addition, each Lender that sells a participation agrees, at the Borrower’s request, to use reasonable efforts
to cooperate with the Borrower to effectuate the provisions of Section 8.05 with respect to any Participant. An assignment or other
transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to
the extent of a participating interest granted in accordance with this subsection (b). Each Lender that sells a participation shall, acting
solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations hereunder
or under any Note (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 (other than for the consent requirements set
forth in the first sentence of this Section 9.06(b)) or any information relating to a Participant’s interest in any Commitments,
Loans or its other obligations hereunder or under any Note) 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.






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(c)            Any
Lender may at any time assign to one or more banks or other financial institutions (each an “Assignee”) other than
(w) the Borrower, (x) a Subsidiary or Affiliate of the Borrower, (y) a Defaulting Lender or any Person who, upon becoming
a Lender hereunder, would constitute a Defaulting Lender, or (z) a natural person (or a holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of, a natural person), all, or a proportionate part (equivalent to a Commitment of
not less than $10,000,000 (unless the Borrower and the Administrative Agent shall otherwise agree)) of all, of its rights and obligations
under this Agreement and its Note (if any), and such Assignee shall assume such rights and obligations, pursuant to an Assignment and
Assumption Agreement in substantially the form of Exhibit D hereto executed by such Assignee and such transferor Lender, with
(and only with and subject to) the prior written consent of the Administrative Agent (which shall not be unreasonably withheld or delayed)
and, so long as no Event of Default has occurred and is continuing, the Borrower (which shall not be unreasonably withheld or delayed);
provided that unless such assignment is of the entire right, title and interest of the transferor Lender hereunder, after making
any such assignment such transferor Lender shall have a Commitment of at least $10,000,000 (unless the Borrower and the Administrative
Agent shall otherwise agree). Upon execution and delivery of such instrument of assumption and payment by such Assignee to such transferor
Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be a Lender
party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such instrument of
assumption, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent
or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender,
the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required by the Assignee, a Note(s) is
issued to the Assignee. The Assignee shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver
to the Borrower and the Administrative Agent any certifications, forms or other documentation in accordance with Section 8.03. All
assignments (other than assignments to Affiliates) shall be subject to a transaction fee established by, and payable by the transferor
Lender to, the Administrative Agent for its own account (which shall not exceed $3,500).


 


(d)            Any
Lender may at any time assign all or any portion of its rights under this Agreement and its Note (if any) to a Federal Reserve Bank. No
such assignment shall release the transferor Lender from its obligations hereunder or modify any such obligations.


 


(e)            No
Assignee, Participant or other transferee of any Lender’s rights (including any Lending Office other than such Lender’s initial
Lending Office) shall be entitled to receive any greater payment under Section 8.02 or 8.03 than such Lender would have been entitled
to receive with respect to the rights transferred, unless such transfer is made by reason of the provisions of Sections Section 8.02
or Section 8.03 requiring such Lender to designate a different Lending Office under certain circumstances or at a time when the circumstances
giving rise to such greater payment did not exist.






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Section 9.07     Collateral.
Each of the Lenders represents to the Administrative Agent and each of the other Lenders that it in good faith is not relying upon
any “margin stock” (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided
for in this Agreement.


 





Section 9.08     Confidentiality.
The Administrative Agent and each Lender (i) agrees to keep any information delivered or made available by the Borrower pursuant
to this Agreement confidential from anyone other than persons employed or retained by such Lender and its Affiliates who are engaged in
evaluating, approving, structuring or administering the credit facility contemplated hereby and (ii) further agrees on behalf of
itself and, to the extent it has the power to do so, its Affiliates and agents, to keep all other information delivered or made available
to it by the Borrower or Affiliate of the Borrower for other purposes which, (x) is marked confidential and is expressly made available
subject to the terms of this section, and (y) is not otherwise subject to a confidentiality agreement, confidential from anyone other
than persons employed or retained by such Lender and its Affiliates and agents who need to receive such information in furtherance of
the engagement or matter pursuant to which the information is provided; provided that nothing herein shall prevent any Lender or,
solely with respect to information disclosed in a manner set forth in clauses (b) through (g) and (k) in this Section 9.08,
any Affiliate of such Lender from disclosing such information, to the extent necessary under the circumstances under which such disclosure
is required, (a) to any other Lender or the Administrative Agent, (b) upon the order of any court or administrative agency,
(c) upon the request or demand of any regulatory agency or authority or self-regulatory body, (d) which had been publicly disclosed
other than as a result of a disclosure by the Administrative Agent or any Lender prohibited by this Agreement or which had already been
in the possession of any Lender or not acquired from the Borrower or persons known by the Lenders to be in breach of an obligation of
confidentiality to the Borrower, (e) in connection with any litigation to which the Administrative Agent, any Lender or any Affiliate
or their respective subsidiaries or Parent may be a party, (f) to the extent necessary in connection with the exercise of any remedy
hereunder or other engagement or matter, (g) to such Lender’s, Affiliate’s or the Administrative Agent’s legal
counsel and independent auditors, (h) subject to provisions substantially similar to those contained in this Section 9.08, to
any actual or proposed Participant or Assignee, (i) to any direct, indirect, actual or prospective counterparty (and its advisor)
to any swap, derivative or securitization transaction related to the obligations under this Agreement, (j) on a confidential basis
to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the
loans, (k) on a confidential basis to rating agencies in consultation and coordination with the Borrower, (l) for purposes of
establishing a “due diligence” defense, (m) with the consent of the Borrower and (n) on a confidential basis to
any credit insurance provider requiring access to such information in connection with credit insurance for the benefit of the disclosing
Lender.


 


Section 9.09     Governing
Law; Submission to Jurisdiction. This Agreement and each Note (if any) shall be construed in accordance with and governed by the law
of the State of New York (without regard to conflict of law principles other than Sections 5-1401 and 5-1402 of The New York General Obligations
Law). The Borrower and each Lender Party hereby submits to the exclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State court sitting in New York County for purposes of all legal proceedings arising out of or
relating to this Agreement or the transactions contemplated hereby. The Borrower and each Lender Party irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto
irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect
the right of any party hereto to serve process in any other manner permitted by Applicable Law.


 


Section 9.10     Counterparts;
Integration. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page of this Agreement by
facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Agreement constitutes
the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof. The words “execution,” “signed,” “signature,” and
words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.






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Section 9.11     WAIVER
OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 9.12     USA
Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, Title III of Pub.
L. 107-56 (signed into law October 26, 2001) (the “Act”), it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such
Lender to identify the Borrower in accordance with the Act.


 


Section 9.13     [Reserved].


 


Section 9.14     No
Fiduciary Duty. The Borrower agrees that in connection with all aspects of the Loans contemplated by this Agreement and any communications
in connection therewith, (i) the Borrower and its Subsidiaries, on the one hand, and the Administrative Agent, the Lenders and their
respective affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary
duty on the part of the Administrative Agent, the Lenders or their respective affiliates, and no such duty will be deemed to have arisen
in connection with any such transactions or communications and (ii) the Administrative Agent, 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 any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates.


 


Section 9.15     Survival.
Each party’s rights and obligations under Articles 7, 8 and 9 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations hereunder or under any Note and the termination of this Agreement.






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Section 9.16     Acknowledgment
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in this Agreement, any Note 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 this Agreement or any Note, 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
Note; or


 


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


 


Section 9.17          Acknowledgement
Regarding Any Supported QFCs. To the extent this Agreement provides support, through a guarantee or otherwise, for Hedging Agreements
or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and, each such QFC, a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the FDIC under the Federal Deposit
Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated
thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the
provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the
laws of the State of New York and/or of the United States or any other state of the United States):


 


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


 


(b)            As
used in this Section 9.17, 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);



 






    	 	51	 



     


    

 


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



 


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



 


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


 


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


 


[SIGNATURE PAGES FOLLOW]


 






    	 	52	 



     


    

 


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


 


	 	Duke Energy Florida, LLC, as the Borrower  
	 	 
	 	By:	/s/ Michael S. Hendershott
	 	 	Name:	Michael S. Hendershott
	 	 	Title:	Assistant Treasurer



 


	 	Address for Notices:
	 	 
	 	Duke Energy Florida, LLC
	 	526 South Church Street
	 	Charlotte, NC 28202
	 	Attention: Michael Hendershott




 


[Signature Page to
Term Loan Credit Agreement]


 






     


     


    

 


	 	TRUIST BANK, as a Lender and as Administrative Agent  
	 	 
	 	By:	/s/ Justin Lien
	 	 	Name:	Justin Lien
	 	 	Title:	Director



 


	 	Address for Notices:
	 	 
	 	Truist Bank,
	 	as Administrative Agent
	 	303 Peachtree Street, 25th Floor
	 	Mail Code: GA-ATL-7662
	 	Atlanta, GA 30308
	 	Agency.Services@Truist.com




 


[Signature Page to
Term Loan Credit Agreement]


 






     


     


    

 


	 	MIZUHO
    BANK, LTD., as a Lender
	 	 
	 	By:	/s/ Edward
    Sacks
	 	Name:	Edward Sacks
	 	Title:	Authorized Signatory




 


[Signature Page to
Term Loan Credit Agreement]


 






     


     


    

 


	 	TD
    BANK, N.A., as a Lender
	 	 
	 	By:	/s/ Steve
    Levi
	 	Name:	Steve Levi
	 	Title:	Senior Vice President




 


[Signature Page to
Term Loan Credit Agreement]


 






     


     


    

 


	 	BANK OF CHINA, NEW YORK BRANCH,
    as a Lender
	 	 
	 	By:	/s/ Raymond
    Qiao
	 	Name:	Raymond Qiao
	 	Title:	Executive Vice President




 


[Signature Page to
Term Loan Credit Agreement]


 






     


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION,
    as a Lender
	 	 
	 	By:	/s/ Ryan
    Rockwood
	 	Name:	Ryan Rockwood
	 	Title:	Vice President




 


[Signature Page to
Term Loan Credit Agreement]


 






     


     


    

 


	 	REGIONS BANK, as a Lender
	 	 
	 	By:	/s/ Tedrick
    Tarver
	 	Name:	Tedrick Tarver
	 	Title:	Director




 


[Signature Page to
Term Loan Credit Agreement]


 






     


     


    

 


Schedule 1.01


 


COMMITMENT SCHEDULE


 


	Lender	 	Total Commitment	 
	Truist Bank	 	$	200,000,000.00	 
	Mizuho Bank, Ltd.	 	$	140,000,000.00	 
	TD Bank, N.A.	 	$	140,000,000.00	 
	Bank of China, New York Branch	 	$	120,000,000.00	 
	PNC Bank, National Association	 	$	120,000,000.00	 
	Regions Bank	 	$	80,000,000.00	 
	TOTAL	 	$	800,000,000.00	 



 






     


     


    

 


EXHIBIT A


 


NOTE


 


New York, New York


______ __, 20__


 


For value received, Duke
Energy Florida, LLC, a Florida limited liability company (the “Borrower”), promises to pay to [LENDER] (the “Lender”)
or its registered assigns, for the account of its Lending Office, the unpaid principal amount of each Loan made by the Lender to the
Borrower pursuant to the Credit Agreement referred to below on the date specified in the Credit Agreement. The Borrower promises to pay
interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement.
All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available
funds at the office of Truist Bank.


 


All Loans made by the Lender,
the respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Lender, and the Lender,
if the Lender so elects in connection with any transfer or enforcement of its Note, may endorse on the schedule attached hereto appropriate
notations to evidence the foregoing information with respect to the Loans then outstanding; provided that the failure of the Lender
to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement.


 


This note is one of the Notes
referred to in the Term Loan Credit Agreement dated as of October [21], 2022 by and among the Borrower, the Lenders party thereto
and Truist Bank, as Administrative Agent (as the same may be amended from time to time, the “Credit Agreement”). Terms
defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for
the prepayment hereof and the acceleration of the maturity hereof.


 






    	 	A-1	 



     


    

 


	 	DUKE ENERGY FLORIDA, LLC  
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 






    	 	A-2	 



     


    

 


Note (cont’d)


 


LOANS AND PAYMENTS OF PRINCIPAL


 


	Date	Amount
    of Loan	Type
    of Loan	Amount
    of Principal Repaid	Maturity
    Date	Notation

    Made By
	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     

	 

     
	 

     
	 

     
	 

     
	 

     
	 

     



 






    	 	A-3	 



     


    

 


EXHIBIT B


 


[RESERVED]


 






    	 	B-1	 



     


    

 


EXHIBIT C


 


[RESERVED]


 






    	 	C-1	 



     


    

 


EXHIBIT D


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


AGREEMENT dated as of _________,
20__ among [ASSIGNOR] (the “Assignor”), [ASSIGNEE] (the “Assignee”), [DUKE
ENERGY FLORIDA, LLC] and TRUIST BANK, as
Administrative Agent (the “Administrative Agent”).


 


W I T N E S S E T H


 


WHEREAS, this Assignment
and Assumption Agreement (the “Agreement”) relates to the Term Loan Credit Agreement dated as of October [21],
2022 by and among Duke Energy Florida, LLC, the Assignor and the other Lenders party thereto, as Lenders and the Administrative Agent
(the “Credit Agreement”);


 


WHEREAS, as provided under
the Credit Agreement, the Assignor has a Commitment to make Loans to the Borrower in an aggregate principal amount at any time outstanding
not to exceed $__________;


 


WHEREAS, Loans made to the
Borrower by the Assignor under the Credit Agreement in the aggregate principal amount of $__________ are outstanding at the date hereof;
and


 


WHEREAS, the Assignor proposes
to assign to the Assignee all of the rights of the Assignor under the Credit Agreement in respect of a portion of its [Commitment /outstanding
Loan] thereunder in an amount equal to $__________ (the “Assigned Amount”), and the Assignee proposes to accept assignment
of such rights and assume the corresponding obligations from the Assignor on such terms;*


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:


 


Section 1.     Definitions.
All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.


 


Section 2.     Assignment.
The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the
Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor
under the Credit Agreement to the extent of the Assigned Amount, including the purchase from the Assignor of the corresponding portion
of the principal amount of the Loans made by the Assignor outstanding at the date hereof. Upon the execution and delivery hereof by the
Assignor, the Assignee [, Duke Energy Florida, LLC] and the Administrative Agent, and the payment of the amounts specified in Section 3
required to be paid on the date hereof (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to
perform the obligations of a Lender under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii) the
Commitment of the Assignor shall, as of the date hereof, be reduced by a like amount and the Assignor released from its obligations under
the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without
recourse to the Assignor.


 






    	 	D-1	 



     


    

 


Section 3.     Payments.
As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date
hereof in Federal funds the amount heretofore agreed between them.1
Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for
the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party’s
interest therein and shall promptly pay the same to such other party.


 


Section 4.     Consent
to Assignment. This Agreement is conditioned upon the consent of [Duke Energy Florida, LLC,] and the Administrative Agent pursuant
to Section 9.06(c) of the Credit Agreement. The execution of this Agreement by [Duke Energy Florida, LLC,] and the Administrative
Agent is evidence of this consent. Pursuant to Section 9.06(c) the Borrower agrees to execute and deliver a Note, if required
by the Assignee, payable to the order of the Assignee to evidence the assignment and assumption provided for herein.


 


Section 5.     Non-reliance
on Assignor. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to,
the solvency, financial condition, or statements of the Borrower, or the validity and enforceability of the obligations of the Borrower
in respect of the Credit Agreement or any Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor,
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition
of the Borrower.


 


Section 6.     Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.


 


Section 7.     Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


Section 8.     Administrative
Questionnaire. Attached is an Administrative Questionnaire duly completed by the Assignee.


 





 






1 Amount should
combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee. It may be preferable
in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum.


 






    	 	D-2	 



     


    

 


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


 


	 	[ASSIGNOR]
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	 	[ASSIGNEE]
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	 	[DUKE ENERGY FLORIDA, LLC]
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	 	[TRUIST
    BANK] as Administrative Agent
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






    	 	D-3