Exhibit 10.1





 



 




CREDIT AGREEMENT


 


Dated as of December 8, 2020


 


among


 


QUALCOMM INCORPORATED,


as Borrower,


 


BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and

an L/C Issuer,


 


and


 


The Other Lenders and L/C Issuers Party
Hereto


 


GOLDMAN SACHS BANK USA and


JPMORGAN CHASE BANK, N.A.,


as


Co-Syndication Agents


 


BOFA SECURITIES, INC.,


GOLDMAN SACHS BANK USA, and


JPMORGAN CHASE BANK, N.A.,


as


Joint Lead Arrangers and Joint Bookrunners


 





 










    


     


    

  


TABLE OF CONTENTS


 


	 	Section	 	Page
	 	 	 
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS	1
		1.01	Defined Terms	1
		1.02	Other Interpretive Provisions	26
		1.03	Accounting Terms	27
		1.04	Rounding	27
		1.05	Exchange Rates; Currency Equivalents	28
		1.06	Additional Alternative Currencies	28
		1.07	Change of Currency	29
		1.08	Times of Day	29
		1.09	Letter of Credit Amounts	29
	ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS	30
		2.01	Committed Loans	30
		2.02	Borrowings, Conversions and Continuations of Committed Loans	30
		2.03	Letters of Credit	32
		2.04	Swing Line Loans	41
		2.05	Prepayments	44
		2.06	Termination or Reduction of Commitments	45
		2.07	Repayment of Loans	45
		2.08	Interest	45
		2.09	Fees	46
		2.10	Computation of Interest and Fees	46
		2.11	Evidence of Debt	47
		2.12	Payments Generally; Administrative Agent’s Clawback	47
		2.13	Sharing of Payments by Lenders	49
		2.14	Cash Collateral	50
		2.15	Defaulting Lenders	51
		2.16	Extension of Maturity Date	53
		2.17	Increase in Commitments	54
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY	55
		3.01	Taxes	55
		3.02	Illegality	60
		3.03	Inability to Determine Rates	61
		3.04	Increased Costs; Reserves on Eurocurrency Rate Loans	65
		3.05	Compensation for Losses	67
		3.06	Mitigation Obligations; Replacement of Lenders	67
		3.07	Survival	68
	ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	68
		4.01	Conditions of Initial Credit Extension	68
		4.02	Conditions to all Credit Extensions	70



 






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TABLE OF CONTENTS (continued)


 





	 	Section	 	Page
	 	 	 
	ARTICLE V. REPRESENTATIONS AND WARRANTIES	71
	 	5.01	Existence, Qualification and Power	71
	 	5.02	Authorization; No Contravention	71
	 	5.03	Governmental Authorization; Other Consents	71
		5.04	Binding Effect	71
		5.05	Financial Statements; No Material Adverse Effect	71
		5.06	Litigation	72
		5.07	Taxes	72
		5.08	ERISA Compliance	72
		5.09	Margin Regulations; Investment Company Act	73
		5.10	Compliance with Laws	73
		5.11	OFAC; Anti-Corruption Laws	73
		5.12	Disclosure	73
		5.13	Solvency	74
		5.14	Use of Proceeds	74
	ARTICLE VI. AFFIRMATIVE COVENANTS	74
		6.01	Financial Statements	74
		6.02	Certificates; Other Information	75
		6.03	Notices	76
		6.04	Payment of Taxes	76
		6.05	Preservation of Existence, Etc.	76
		6.06	Compliance with Laws	76
		6.07	Books and Records	76
		6.08	Use of Proceeds	76
		6.09	Inspection Rights	77
	ARTICLE VII. NEGATIVE COVENANTS	77
		7.01	Liens	77
		7.02	Indebtedness	78
		7.03	Fundamental Changes	79
		7.04	Consolidated Interest Coverage Ratio	80
		7.05	Sanctions; Anti-Corruption Laws	80
	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES	80
		8.01	Events of Default	80
		8.02	Remedies Upon Event of Default	82
		8.03	Application of Funds	82
	ARTICLE IX. ADMINISTRATIVE AGENT	83
		9.01	Appointment and Authority	83
		9.02	Rights as a Lender	83
		9.03	Exculpatory Provisions	84
		9.04	Reliance by Administrative Agent	85
		9.05	Delegation of Duties	85
		9.06	Resignation of Administrative Agent	85
		9.07	Non-Reliance on Administrative Agent and Other Lenders	87
		9.08	No Other Duties, Etc.	87
		9.09	Administrative Agent May File Proofs of Claim	87
		9.10	Certain ERISA Matters	88



 






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TABLE OF CONTENTS (continued)


 


	 	Section	                                                                                                	Page



 


	ARTICLE X. MISCELLANEOUS	89
		10.01	Amendments, Etc.	89
		10.02	Notices; Effectiveness; Electronic Communication	91
		10.03	No Waiver; Cumulative Remedies; Enforcement	93
		10.04	Expenses; Indemnity; Damage Waiver	93
		10.05	Payments Set Aside	95
		10.06	Successors and Assigns	96
		10.07	Treatment of Certain Information; Confidentiality	100
		10.08	Right of Setoff	101
		10.09	Interest Rate Limitation	101
		10.10	Counterparts; Integration; Effectiveness	102
		10.11	Survival of Representations and Warranties	102
		10.12	Severability	102
		10.13	Replacement of Lenders	103
		10.14	Governing Law; Jurisdiction; Etc.	103
		10.15	Waiver of Jury Trial	104
		10.16	No Advisory or Fiduciary Responsibility	105
		10.17	Electronic Execution of Assignments and Certain Other Documents	105
		10.18	USA PATRIOT Act	106
		10.19	Judgment Currency	106
		10.20	ENTIRE AGREEMENT	106
		10.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	106
		10.22	Acknowledgement Regarding Any Supported QFCs	107



 


SCHEDULES


 


	2.01	 	Commitments and Applicable Percentages
	7.01	 	Existing Liens
	7.02	 	Existing Indebtedness
	10.02	 	Administrative Agent’s Office; Certain Addresses for Notices




 


EXHIBITS


 


	A	 	Committed Loan Notice
	B	 	Swing Line Loan Notice
	C	 	Note
	D	 	Compliance Certificate
	E	 	Assignment and Assumption
	F	 	U.S. Tax Compliance Certificates
	G	 	Form of Notice of Loan Prepayment
	H	 	Administrative Questionnaire
	I	 	Letter of Credit Report




 






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CREDIT
AGREEMENT


 


This CREDIT AGREEMENT
(this “Agreement”) is entered into as of December 8, 2020, among QUALCOMM INCORPORATED, a Delaware corporation
(the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders”
and individually, a “Lender”), each L/C Issuer from time to time party hereto and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and an L/C Issuer.


 


The Borrower has requested that the Lenders
provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein.


 


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


 


ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS


 


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


 


“Additional
Commitment Lender” has the meaning specified in Section 2.16(c).


 


“Administrative
Agent” means Bank of America (or any of its designated branch offices or affiliates) in its capacity as administrative
agent under any of the Loan Documents, or any successor administrative agent.


 


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


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit H or any other
form approved by the Administrative Agent.


 


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


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.


 


“Agent Parties”
has the meaning specified in Section 10.02(c).


 


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


 


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


 


“Agreement
Currency” has the meaning specified in Section 10.19.


 


“Alternative
Currency” means each of Euro, Sterling, Yen and each other currency (other than Dollars) that is approved in accordance
with Section 1.06.


 






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“Alternative
Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount
thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable L/C Issuer, as the
case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the
purchase of such Alternative Currency with Dollars.


 


“Alternative
Currency Scheduled Unavailability Date” has the meaning specified in Section 3.03(f).


 


“Alternative
Currency Sublimit” means an amount equal to the lesser of the Aggregate Commitments and $400,000,000. The Alternative
Currency Sublimit is part of, and not in addition to, the Aggregate Commitments.


 


“Alternative
Currency Successor Rate” has the meaning specified in Section 3.03(f).


 


“Applicable
Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of
the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.15.
If the commitment of each Lender to make Loans and of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant
to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be
determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments
and to any Lender’s status as a Defaulting Lender at the time of determination. The initial Applicable Percentage of each
Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, as applicable.


 


“Applicable
Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:


 


	Pricing Level	Debt Ratings

S&P/Moody’s	Facility Fee	
        Eurocurrency Rate +

        Letters of Credit
	Base Rate +
	1	AA-/Aa3 or better	0.040%	0.585%	0.000%
	2	A+/A1	0.050%	0.700%	0.000%
	3	A/A2	0.070%	0.805%	0.000%
	4	A-/A3	0.100%	0.900%	0.000%
	5	BBB+/Baa1 or worse	0.125%	1.000%	0.000%


 


“Debt Rating”
means, as of any date of determination, the rating as determined by either S&P or Moody’s of the Borrower’s non-credit-enhanced,
senior unsecured long-term debt (collectively, the “Debt Ratings”); provided that (a) if the respective
Debt Ratings issued by the foregoing rating agencies differ by one level, then the Pricing Level for the higher of such Debt Ratings
shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest);
(b) if there is a split in Debt Ratings of more than one level, then the Pricing Level that is one level lower than the Pricing
Level of the higher Debt Rating shall apply; (c) if the Borrower has only one Debt Rating, the Pricing Level of such Debt
Rating shall apply; and (d) if the Borrower does not have any Debt Rating, Pricing Level 5 shall apply.


 






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Initially, the Applicable
Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(vi).
Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective
during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective
date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall
cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending
the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect
prior to such change or cessation.





 


“Applicable
Reference Rate” means, (i) for any Eurocurrency Rate Loan denominated in any LIBOR Quoted Currency other than Euros,
LIBOR and (ii) for any Eurocurrency Rate Loan denominated in Euros, EURIBOR, as applicable.


 


“Applicable
Time” means, with respect to any Borrowings and payments in any Alternative Currency, the local time in the place of
settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable L/C Issuer, as the
case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place
of payment.


 


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


 


“Arrangers”
means BofA Securities, Inc., Goldman Sachs and JPMorgan in their capacity as joint lead arrangers and joint bookrunners.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit E or any other form (including electronic documentation generated by use of an electronic platform)
approved by the Administrative Agent.


 


“Attributable
Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof
that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of
any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear
on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital
lease.


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended
September 27, 2020, and the related consolidated statements of income or operations, shareholders’ equity and cash flows
for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.


 


“Auto-Extension
Letter of Credit” has the meaning specified in Section 2.03(b).


 


“Availability
Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the
date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of
the commitment of each Lender to make Loans and of each L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.


 






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


 


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





 


“Bank of America”
means Bank of America, N.A. and its successors.


 


“Base Rate”
means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of
1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as
its “prime rate,” and (c) the Eurocurrency Rate plus 1.00%; provided that in no event shall the Base Rate
be less than the sum of (i) the Eurocurrency Rate for an Interest Period of one month (after giving effect to a Eurocurrency
Rate “floor” of 0.00%) plus (ii) 1.00% for purposes of this Agreement. The “prime rate” is
a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired
return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced
at, above, or below such announced rate. Any change in such prime rate announced by the Administrative Agent shall take effect
at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an
alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and
(b) above and shall be determined without reference to clause (c) above.


 


“Base Rate
Committed Loan” means a Committed Loan that is a Base Rate Loan.


 


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


 


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


 


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


 


“BHC Act Affiliate”
has the meaning specified in Section 10.22.


 


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


 


“Borrower
Materials” has the meaning specified in Section 6.02.


 


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


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated
in Dollars is located and:


 






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(a)            if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements,
settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day that is also a London Banking
Day;


 


(b)            if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements,
settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out
pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;


 


(c)            if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro,
means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other
applicable offshore interbank market for such currency; and


 





(d)            if
such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of
a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than
Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest
rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the
country of such currency.


 


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


 


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


 






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“Change of
Control” means an event or series of events by which any “person” or “group” (as such terms are
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such
person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator
of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934, directly or indirectly, of 35% or more of the equity securities of the Borrower entitled to vote for members of the
board of directors or equivalent governing body of the Borrower on a fully-diluted basis.


 


“Closing Date”
means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Commitment”
means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant to Section 2.01,
(b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate
principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount
may be adjusted from time to time in accordance with this Agreement.


 


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


 


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


 


“Committed
Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one
Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which
shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent
(including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative
Agent), appropriately completed and signed by a Responsible Officer of the Borrower.


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit D.


 


“Consolidated
EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated
Net Income from continuing operations for such period plus (a) the following to the extent deducted in calculating
such Consolidated Net Income from continuing operations (without duplication): (i) Consolidated Interest Charges for such
period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries
(net of income tax credits) for such period, (iii) depreciation and amortization expense and (iv) non-cash expenses,
charges or losses of the Borrower and its Subsidiaries reducing such Consolidated Net Income from continuing operations in such
period and minus (b) the following to the extent included in calculating such Consolidated Net Income from continuing
operations (without duplication): (i) non-cash items increasing Consolidated Net Income from continuing operations for such
period (except to the extent representing (x) an accrual for future cash income or in respect of which cash was received in
a prior period or (y) the reversal of any cash reserves established in a prior period) and (ii) other cash payments made
with respect to other non-cash items added back in computing Consolidated EBITDA in a prior period pursuant to clause (a)(iv) above.


 






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“Consolidated
Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all
interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection
with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case
to the extent treated as interest in accordance with GAAP and (b) the portion of rent expense of the Borrower and its Subsidiaries
with respect to such period under capital leases that is treated as interest in accordance with GAAP.


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period
of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.


 


“Consolidated
Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the
Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period.


 


“Consolidated
Total Assets” means, as of any date of determination, the consolidated total assets of the Borrower on a consolidated
basis as of such date.


 


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


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Covered Entity”
has the meaning specified in Section 10.22.


 


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


 


“Customary
Permitted Liens” means, in each case so long as such Liens do not secure Indebtedness, (a) Liens (other than
Environmental Liens and any Lien imposed under ERISA) for Taxes, assessments or charges of any Governmental Authority or
claims 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 the provisions of GAAP, (b) statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, customs and revenue authorities and other
Liens (other than any Lien imposed under ERISA) imposed by law and created in the ordinary course of business for amounts
overdue by more than 30 days 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 the provisions of GAAP,
(c) Liens (other than any Lien imposed under ERISA) incurred or deposits made in the ordinary course of business
(including, without limitation, surety bonds and appeal bonds and Liens securing obligations under indemnity agreements for
surety bonds) or other Liens in connection with workers’ compensation, unemployment insurance and other types of social
security benefits or in respect of letters of credit, bank guarantees or similar instruments issued for the account of the
Borrower or its Subsidiaries in the ordinary course of business supporting obligations of the type described in this clause
(c), (d) Liens consisting of any right of offset, or statutory or consensual banker’s lien, on bank deposits or
securities accounts maintained in the ordinary course of business so long as such bank deposits or securities accounts are
not established or maintained for the purpose of providing such right of offset or banker’s lien, (e) 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), which do
not interfere materially with the ordinary conduct of the business of the Borrower or its Subsidiaries and which do not
materially detract from the value of the property to which they attach or materially impair the use thereof to the Borrower
or its Subsidiaries, (f) building restrictions, zoning laws and other similar statutes, law, rules, regulations,
ordinances and restrictions, now or at any time hereafter adopted by any Governmental Authority having jurisdiction,
(g) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable
Law) regarding operating leases entered into by the Borrower or its Subsidiaries in the ordinary course of business,
(h) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 (or applicable
corresponding section) of the Uniform Commercial Code or similar statute in effect in the relevant jurisdiction covering only
the items being collected upon and (i) Liens representing any interest or title of a licensor, lessor or sublicensor, or
a licensee, lessee or sublicensee, in the property subject to any lease, license, sublicense or concession agreement.


 






    7


     


    

 


“Debt Rating”
has the meaning specified in the definition of Applicable Rate.


 


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


 


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


 


“Default Rate”
means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base
Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided,
however, that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest
rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to
Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.


 


“Default Right”
has the meaning specified in Section 10.22.


 


“Defaulting
Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or
any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such
Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s
good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with
any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the
Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it
hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of
the date when due, (b) has notified the Borrower, the Administrative Agent, any L/C Issuer or the Swing Line Lender in
writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that
effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states
that such position is based on such Lender’s good faith determination that a condition precedent to funding (which
condition precedent, together with any applicable default, shall be specifically identified in such writing or public
statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative
Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its
prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to
this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or
(d) has, or has a direct or indirect parent company that has, (i) become the subject of (A) a proceeding under
any Debtor Relief Law or (B) a Bail-In Action, or (ii) had appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of
its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory
authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a
Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or
permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements
made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or
more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive
and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b))
as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be
delivered by the Administrative Agent to the Borrower, each L/C Issuer, the Swing Line Lender and each other Lender promptly
following such determination.


 






    8


     


    

 


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


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback
transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims associated therewith.


 


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


 


“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or
the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent
Revaluation Date) for the purchase of Dollars with such Alternative Currency.


 


“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 clause (a) or (b) of this
definition and is subject to consolidated supervision with its parent.


 


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


 


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


 





“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and
(v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).


 






    9


     


    

 


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


 


“Environmental
Lien” means a Lien in favor of any Governmental Authority for any liability under any Environmental Laws, or damages
arising from or costs incurred by such Governmental Authority in response to a release or threatened release of a hazardous or
toxic waste, substance or constituent, or other substance into the environment.


 


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person,
all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital
stock of (or other ownership or profit interests in) such Person (other than, prior to the date of conversion, Indebtedness
that is convertible into Equity Interests) or warrants, rights or options for the purchase or acquisition from such Person of such
shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member
or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests
are outstanding on any date of determination.


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or
(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Sections 414(m) and (o) of the Code.


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification
that a Multiemployer Plan is in reorganization, within the meaning of Title IV of ERISA; (d) the filing of a notice of intent
to terminate or the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the
institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the
determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning
of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under
Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any
ERISA Affiliate.


 


“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.


 


“EURIBOR”
has the meaning specified in the definition of Eurocurrency Rate.


 


“EURIBOR Rate”
has the meaning specified in the definition of Eurocurrency Rate.


 






    10


     


    

 


“Euro”
and “€” mean the single currency of the Participating Member States.





 


“Eurocurrency
Rate” means:


 


(a)            For
any Interest Period, with respect to any Credit Extension:


 


(i)             denominated
in a LIBOR Quoted Currency (other than Euros), the rate per annum equal to the London Interbank Offered Rate as administered by
ICE Benchmark Administration (or any other Person that takes over the administration of such rate for such LIBOR Quoted Currency
for a period equal in length to such Interest Period) (“LIBOR”) or a comparable or successor rate which rate is approved
by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source
providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery
on the first day of such Interest Period) with a term equivalent to such Interest Period and if the Eurocurrency Rate shall be
less than zero, such rate shall be deemed zero for purposes of this Agreement;


 


(ii)            denominated
in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), or a comparable or successor
rate which is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially
available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the
 “EURIBOR Rate”) at or about 11:00 a.m. (Brussels, Belgium time) two Business Days prior to the commencement
of such Interest Period with a term equivalent to such Interest Period; and


 


(iii)           denominated
in any Non-LIBOR Quoted Currency, the rate per annum as designated with respect to such Alternative Currency at the time such Alternative
Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.06(a); provided that if the
Eurocurrency Rate as determined pursuant to this clause (a) shall be less than zero, such rate shall be deemed zero for purposes
of this Agreement; and


 


(b)            for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m.,
London time determined two London Banking Days prior to such date for U.S. Dollar deposits with a term of one month commencing
that day;


 


provided that to the extent a comparable
or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved
rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market
practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent.


 


“Eurocurrency
Rate Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of
 “Eurocurrency Rate”. Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Committed
Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.


 


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


 


“Excluded
Foreign Subsidiary” shall mean any Subsidiary: (a) that is treated as a corporation for United States federal income
Tax purposes and that is organized under the laws of a jurisdiction other than the United States of America or any State thereof
or the District of Columbia, (b) substantially all of the assets of which consist, directly or indirectly, of Subsidiaries
described in clause (a) of this definition, (c) that is treated as disregarded for United States federal income
Tax purposes and that owns, directly or indirectly, more than 65% of the voting stock of a Subsidiary described in clauses (a) or
(b) of this definition, or (d) that is a Subsidiary of an entity described in clauses (a) or (b) of
this definition.


 






    11


     


    

 





“Excluded
Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes
imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than
pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending
Office, except in each case to the extent that, pursuant to Section 3.01(a) or (c), amounts with respect
to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest
in such Loan or Commitment or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such
Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed
pursuant to FATCA.


 


“Existing
Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of November 8, 2016 by and among
Qualcomm Incorporated, each lender from time to time party thereto and Bank of America, N.A. as administrative agent, swing line
lender and L/C issuer.


 


“Existing
Credit Agreement Outstanding Obligations” means the outstanding Obligations under (and as defined in) the Existing Credit
Agreement immediately prior to the Closing Date (including any unpaid breakage costs under Section 3.05 of the Existing
Credit Agreement incurred and owed in connection with the payment of the Existing Credit Agreement Outstanding Obligations pursuant
to Section 4.01(e), but excluding, for the avoidance of doubt, any contingent obligations and other obligations, in
each case under the Existing Credit Agreement, that are not due and payable as of the Closing Date).


 


“Existing
Maturity Date” has the meaning specified in Section 2.16(a).


 


“Extending
Lender” has the meaning specified in Section 2.16(d).


 


“Extension
Effective Date” has the meaning specified in Section 2.16(c).


 


“FASB ASC”
means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


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


 


“Federal Funds
Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s
federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall
set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank
of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less
than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 






    12


     


    

 


“Fee Letters”
means, collectively, the respective fee letters between the Borrower and each Arranger relating to this Agreement.


 


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


 


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





 


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


 


“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 activities.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board.


 


“Goldman Sachs”
means Goldman Sachs Bank USA and its successors.


 


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


 


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


 






    13


     


    

 


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


 


“Honor Date”
has the meaning specified in Section 2.03(c)(i).


 


“Impacted
Loans” has the meaning specified in Section 3.03(a).


 


“Increase
Effective Date” has the meaning specified in Section 2.17(d).


 





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


 


(a)            all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)            all
direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds and similar instruments;


 


(c)            net
obligations of such Person under any Swap Contract;


 


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


 


(e)            indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


 


(f)            capital
leases and Synthetic Lease Obligations; and


 


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


 


For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that
is itself a corporation or limited liability company) in which such Person is a general partner, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the
Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall
be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.


 


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


 






    14


     


    

 


“Indemnitees”
has the meaning specified in Section 10.04(b).


  


“Information”
has the meaning specified in Section 10.07.


 


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


 


“Interest
Period” means as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed
or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected
by the Borrower in its Committed Loan Notice, or such other period that is twelve months or less requested by the Borrower and
consented to by all the Lenders; provided that:


 


(i)            any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding
Business Day unless, in the case of a Eurocurrency Rate Loan, such Business Day falls in another calendar month, in which
case such Interest Period shall end on the next preceding Business Day;


 


(ii)            any
Interest Period pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period; and


 


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


 


“IRS”
means the United States Internal Revenue Service.


 


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


 


“ISP”
means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute
of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument
entered into by the applicable L/C Issuer and the Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to such
Letter of Credit.


 


“Judgment
Currency” has the meaning specified in Section 10.19.


 


“JPMorgan”
means JPMorgan Chase Bank, N.A. and its successors.


 






    15


     


    

 


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


 


“L/C Advance”
means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its
Applicable Percentage. All L/C Advances shall be denominated in Dollars.


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Committed Borrowing. All L/C Borrowings shall be denominated in Dollars.


 


“L/C Commitment”
means, with respect to each L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit hereunder. The initial amount
of each L/C Issuer’s L/C Commitment is set forth on Schedule 2.01, or if an L/C Issuer has entered into an Assignment and
Assumption or has otherwise assumed an L/C Commitment after the Closing Date, the amount set forth for such L/C Issuer as its L/C
Commitment in the Register maintained by the Administrative Agent. The L/C Commitment of an L/C Issuer may be modified from time
to time by agreement between such L/C Issuer and the Borrower, and notified to the Administrative Agent.


 


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


 





“L/C Issuer”
means each of Bank of America (through itself or through one of its designated Affiliates or branch offices), Goldman Sachs and
JPMorgan in their respective capacities as issuers of Letters of Credit hereunder or any successor issuer of Letters of Credit
hereunder. Any L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such
L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit
issued by such Affiliate. Each reference herein to the “L/C Issuer” in connection with a Letter of Credit or other
matter shall be deemed to be a reference to the relevant L/C Issuer with respect thereto.


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all
purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still
be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 


“Lender”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment
and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire,
or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office
may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context
otherwise requires each reference to a Lender shall include its applicable Lending Office.


 






    16


     


    

 






 


“Letter of
Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a
presentation thereunder. Letters of Credit may be issued in Dollars or in an Alternative Currency.


 


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


 


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


 


“Letter of
Credit Fee” has the meaning specified in Section 2.03(h).


 


“Letter of
Credit Report” means a certificate in substantially the form of Exhibit I or any other form approved by
the Administrative Agent.


 


“Letter of
Credit Sublimit” means an amount equal to $250,000,000. The Letter of Credit Sublimit is part of, and not in addition
to, the Aggregate Commitments.


 


“LIBOR”
has the meaning specified in the definition of Eurocurrency Rate.


 


“LIBOR Quoted
Currency” means each of Dollars, Euro, Sterling and Yen, in each case as long as there is a published LIBOR rate with
respect thereto.


 


“LIBOR Scheduled
Unavailability Date” has the meaning specified in Section 3.03(c).


 


“LIBOR Successor
Rate” has the meaning specified in Section 3.03(c).


 


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


 


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


 


“Loan Documents”
means this Agreement, including schedules and exhibits hereto, each Note, each Issuer Document, each Assignment and Assumption,
any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14 of this
Agreement, the Fee Letters and any amendments, modifications or supplements hereto or to any other Loan Document or waivers with
respect hereto or to any other Loan Document.


 


“London Banking
Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar
market.


 


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


 






    17


     


    

 


“Material
Subsidiary” means any Subsidiary (or group of Subsidiaries as to which a specified condition applies) that would be
a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.


 


“Maturity
Date” means the later of (a) December 8, 2025 and (b) if maturity is extended pursuant to Section 2.16,
such extended maturity date as determined pursuant to such Section; provided that, in each case, if such date is not a
Business Day, the Maturity Date shall be the next preceding Business Day.


 


“Maximum
Priority Debt Limit” means, as of any date of computation thereof, an amount equal to the greater of (a) $700,000,000
and (b) 1.00% of Consolidated Total Assets determined as of the last day of the most recent fiscal quarter prior to such
date of computation for which financial statements have been delivered pursuant to Section 6.01.


 


“Maximum
Rate” has the meaning specified in Section 10.09.


 


“Minimum
Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account
balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105%
of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time, (ii) with
respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i),
(a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (iii) otherwise,
an amount determined by the Administrative Agent and the applicable L/C Issuers in their sole discretion.


 


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


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower
or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been
obligated to make contributions.


 


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


 





“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval
of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (ii) has been approved
by the Required Lenders.


 


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


 


“Non-Extending
Lender” has the meaning specified in Section 2.16(b).


 


“Non-Extension
Notice Date” has the meaning specified in Section 2.03(b)(iii).


 


“Non-LIBOR
Quoted Currency” means any currency other than a LIBOR Quoted Currency.


 


“Note”
means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender to the Borrower, substantially
in the form of Exhibit C.


 


“Notice of
Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit G
or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic
transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.


 






    18


     


    

 


“Notice Date”
has the meaning specified in Section 2.16(a).


 


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


 


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


 


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


 


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


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 3.06(b) or 10.13).


 





“Outstanding
Amount” means (i) with respect to Committed Loans on any date, the Dollar Equivalent amount of the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Committed Loans occurring
on such date; (ii) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; and (iii) with
respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.


 






    19


     


    

 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal
Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the applicable L/C Issuer, or the Swing Line
Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect
to any amount denominated in an Alternative Currency, an overnight rate determined by the Administrative Agent or the applicable
L/C Issuer, as the case may be, in accordance with banking industry rules on interbank compensation.


 


“Participant”
has the meaning specified in Section 10.06(d).


 


“Participant
Register” has the meaning specified in Section 10.06(d).


 


“Participating
Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with
legislation of the European Union relating to Economic and Monetary Union.


 


“PATRIOT
Act” has the meaning specified in Section 10.18.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


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


 


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


 


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


 


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


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for
employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to
contribute on behalf of any of its employees.


 


“Platform”
has the meaning specified in Section 6.02.


 


“Pre-Adjustment
Successor Rate” has the meaning specified in Section 3.03(c).


 


“Protected
Person” has the meaning specified in Section 10.04(d).


 





“Public Lender”
has the meaning specified in Section 6.02.


 


“QFC”
has the meaning specified in Section 10.22.


 


“Recipient”
means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of
any obligation of the Borrower hereunder.


 






    20


     


    

 


“Register”
has the meaning specified in Section 10.06(c).


 


“Related
Adjustment” means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the
order below that can be determined by the Administrative Agent applicable to such Successor Rate: (a) the spread adjustment,
or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental
Body for the relevant Pre-Adjustment Successor Rate (taking into account the interest period, interest payment date or payment
period for interest calculated and/or tenor thereto) and which adjustment or method (i) is published on an information service
as selected by the Administrative Agent from time to time in its discretion or (ii) solely with respect to Term SOFR, if
not currently published, which was previously so recommended for Term SOFR and published on an information service acceptable
to the Administrative Agent; or (b) the spread adjustment that would apply (or has previously been applied) to the fallback
rate for a derivative transaction referencing the ISDA Definitions (taking into account the interest period, interest payment
date or payment period for interest calculated and/or tenor thereto).


 


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


 


“Relevant
Governmental Body” means (a) 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 for the purpose of recommending
a benchmark rate to replace LIBOR in loan agreements similar to this Agreement and (b) the comparable Governmental Authority
or other applicable Person for the purpose of recommending a benchmark to replace the applicable Eurocurrency Rate in loan agreements
similar to this Agreement.


 


“Removal
Effective Date” has the meaning specified in Section 9.06(b).


 


“Replacement
Date” has the meaning specified in Section 3.03(c).


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day
notice period has been waived.


 


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


 


“Required
Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures
of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any
time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting
Lender has failed to fund that has not been reallocated to and funded by another Lender shall be deemed to be held by the Lender
that is the Swing Line Lender or the applicable L/C Issuer, as the case may be, in making such determination.


 


“Resignation
Effective Date” has the meaning specified in Section 9.06(a).


 






    21


     


    

 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller
of the Borrower, and solely for purposes of the delivery of certificates pursuant to Section 4.01(a)(iii), the secretary
or any assistant secretary of the Borrower and, solely for purposes of notices given pursuant to Article II, any other
officer or employee of the Borrower so designated by any of the foregoing officers in a notice to the Administrative Agent or
any other officer or employee of the Borrower designated in or pursuant to an agreement between the Borrower and the Administrative
Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible
Officer shall be conclusively presumed to have acted on behalf of the Borrower.


 


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


 


“Revaluation
Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency
Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated
in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent
shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following:
(i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment
of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the applicable
L/C Issuer under any Letter of Credit denominated in an Alternative Currency and (iv) such additional dates as the Administrative
Agent or the applicable L/C Issuer shall determine or the Required Lenders shall require.


 


“Revolving
Credit Exposure” means, as to any Lender at any time, the aggregate Outstanding Amount at such time of its Committed
Loans and the aggregate Outstanding Amount of such Lender’s participation in L/C Obligations and Swing Line Loans at such
time.


 


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


 


“Same Day
Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with
respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative
Agent or the applicable L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement
of international banking transactions in the relevant Alternative Currency.


 


“Sanction(s)”
means any international economic sanction administered or enforced by the United States government (including without limitation,
OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or other relevant
sanctions authority.


 


“Screen Rate”
means the Applicable Reference Rate quote for such currency on the applicable screen page that the Administrative Agent designates
to determine such Applicable Reference Rate or the rate per annum as designated with respect to any Alternative Currency at the
time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.06(a) (or
such other commercially available source providing such quotations as designated by the Administrative Agent from time to time).


 


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


 


“SOFR”
means, with respect to any Business Day, the secured overnight financing rate published for such day by the Federal Reserve Bank
of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York's website
(or any successor source) at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day and,
in each case, that has been selected or recommended by the Relevant Governmental Body.


 






    22


     


    

 


“Solvent”
means that, as of the date of determination, (a) the fair value of the assets of the Borrower and its Subsidiaries, on a
consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (b) the
present fair saleable value of the property of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the
amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrower and its Subsidiaries,
on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities
become absolute and matured; and (d) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and
are not about to engage in, business for which they have unreasonably small capital. For the purposes of this definition, the
amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an
actual and matured liability.


 


“Special
Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of
the Organization for Economic Cooperation and Development at such time located in North America or Europe.


 


“Spot Rate”
for a currency means the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, to be the rate
quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency
through its principal foreign exchange trading office at approximately 8:00 a.m. on the date two Business Days prior to the
date as of which the foreign exchange computation is made; provided that the Administrative Agent or the applicable L/C
Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the applicable L/C
Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency;
and provided further that the applicable L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange
computation is made in the case of any Letter of Credit denominated in an Alternative Currency.


 


“Sterling”
and “£” mean the lawful currency of the United Kingdom.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Successor
Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate or Alternative Currency Successor
Rate, as applicable, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining
rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance
of doubt, the definition of Business Day, timing of borrowing requests or prepayment, conversion or continuation notices, and
length of look-back periods) as may be appropriate, in the Administrative Agent’s discretion, to reflect the adoption and
implementation of such successor rate and to permit the administration thereof by the Administrative Agent in a manner substantially
consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice
is not administratively feasible or that no market practice for the administration of such successor rate exists, in such other
manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration
of this Agreement and any other Loan Document).


 






    23


     


    

 





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


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed
out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior
to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts,
as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such
Swap Contracts (which may include a Lender or any Affiliate of a Lender).


 


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


 


“Swing Line
Lender” means Bank of America (through itself or through one of its designated Affiliates or branch offices) in its
capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.


 


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


 


“Swing Line
Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially
in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic
platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed
by a Responsible Officer of the Borrower.


 


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


 


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


 






    24


     


    

 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


“TARGET Day”
means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined
by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.


 


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


 





“Term SOFR”
means the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent) as long as
any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and
that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service as
selected by the Administrative Agent from time to time in its discretion.


 


“Threshold
Amount” means $400,000,000.


 


“Total Credit
Exposure” means, as to any Lender at any time, the sum of unused Commitments and Revolving Credit Exposure of such Lender
at such time.


 


“Total Outstandings”
means the aggregate Outstanding Amount of all Loans and all L/C Obligations.


 


“Transactions”
means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of
Loans hereunder and the use of proceeds thereof.


 


“Type”
means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.


 


“UCP”
means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber
of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).


 


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


 


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


 


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


 


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


 


“U.S. Dollar
Scheduled Unavailability Date” has the meaning specified in Section 3.03(c)(ii).


 






    25


     


    

 


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


 


“U.S. Tax
Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).


 


“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.


 


“Yen”
and “¥” mean the lawful currency of Japan.





 


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


 


(a)            The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document
(including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof”
and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to
such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the
words “asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 


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


 


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


 






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(d)            Any
reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer,
or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a
series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation,
amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate
Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited
liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).


 


1.03            Accounting
Terms.        (a) Generally. All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise
specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including
the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed
to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial
liabilities shall be disregarded. For purposes of determining compliance with or availability of any basket contained in this
Agreement, Consolidated Total Assets shall be calculated with respect to such period on a pro forma basis after giving effect
to any acquisition or disposition outside the ordinary course of business.


 


(b)            Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and
the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light
of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (A) such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (B) the Borrower
shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted
for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding
any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such
changes, as provided for above.


 


(c)            Consolidation
of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries
or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall,
in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB
ASC 810 as if such variable interest entity were a Subsidiary as defined herein.


 


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


 






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1.05            Exchange
Rates; Currency Equivalents. (a) The Administrative
Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating
Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates
shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the
applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower
hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency
(other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative
Agent or the applicable L/C Issuer, as applicable.


 


(b)            Wherever
in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan
or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed
in Dollars, but such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency,
such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative
Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable L/C Issuer, as
the case may be.


 


(c)            The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate”
or with respect to any comparable or successor rate thereto (including, without limitation, any LIBOR Successor Rate) or the effect
of any of the foregoing, or of any Successor Rate Conforming Changes.


 


(d)            Notwithstanding
anything to the contrary set forth herein, no Default shall arise as a result of any limitation or threshold set forth in this
Agreement being exceeded solely as a result of changes in currency exchange rates; provided that this provision shall not
include any failure to make a prepayment required pursuant to Section 2.05(d) as a result of any changes in currency
exchange rates.


 


1.06            Additional
Alternative Currencies. (a) The Borrower may
from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those
specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a
lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case
of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the
Administrative Agent and the Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such
request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer.


 


(b)            Any
such request shall be made to the Administrative Agent not later than 10:00 a.m., 10 Business Days prior to the date of the
desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such
request pertaining to Letters of Credit, the applicable L/C Issuer, in its or their sole discretion). In the case of any such
request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the
case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify such L/C Issuer thereof.
Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or each L/C Issuer (in the case of a request
pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 10:00 a.m., five Business Days after receipt
of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters
of Credit, as the case may be, in such requested currency.


 






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(c)            Any
failure by a Lender or an L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding
sentence shall be deemed to be a refusal by such Lender or such L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans
to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders consent
to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency
shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Committed Borrowings of
Eurocurrency Rate Loans; and if the Administrative Agent and any L/C Issuer consent to the issuance of Letters of Credit in such
requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all
purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall
fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall
promptly so notify the Borrower.


 


1.07            Change
of Currency. (a) Each obligation of the Borrower
to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as
its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the
currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall
be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect
of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member
state adopts the Euro as its lawful currency; provided that if any Committed Borrowing in the currency of such member state
is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Committed Borrowing, at
the end of the then current Interest Period.


 


(b)            Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time
to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant
market conventions or practices relating to the Euro.


 


(c)            Each
provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from
time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions
or practices relating to the change in currency.


 


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


 


1.09            Letter
of Credit Amounts. Unless otherwise specified herein,
the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of
Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or
the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the
amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit
after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.


 






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ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01            Committed
Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a
 “Committed Loan”) to the Borrower in Dollars or in one or more Alternative Currencies from time to time, on
any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such
Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the
Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Revolving Credit Exposure of any Lender shall not
exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans and Letters of Credit
denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit and (iv) the aggregate Outstanding
Amount of all Swing Line Loans (after giving effect to any repayment or prepayment thereof to occur on the date of such requested
Committed Loan, including with any portion of the proceeds thereof) plus the aggregate Outstanding Amount at such time
of the Committed Loans of the Lender acting as Swing Line Lender (including the requested Committed Loan) plus the aggregate
Outstanding Amount of such Lender’s participations in L/C Obligations shall not exceed such Lender’s Commitment. Within
the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed
Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.


 


2.02            Borrowings,
Conversions and Continuations of Committed Loans.


 


(a)            Each
Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate
Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone
or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the
Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent
not later than 10:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or
continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in
Dollars to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency)
prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies,
and (iii) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, that if the
Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration
as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent
not later than 10:00 a.m. (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation
of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business Days in the case of a Special
Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated
in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine
whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., (i) three Business Days before
the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four
Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing,
conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify
the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the
Lenders. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of the Dollar
Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof (or the Alternative Currency
Equivalent thereof). Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or
conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $500,000 or a whole multiple
of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower
is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency
Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business
Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed
Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest
Period with respect thereto, and (vi) the currency of the Committed Loans to be borrowed. If the Borrower fails to specify
a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars.
If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely
notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate
Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated
in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest
Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period
then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to,
or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will
be deemed to have specified an Interest Period of one month. Except as provided pursuant to Sections 2.12(a) and 3.03,
no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must
be repaid in the original currency of such Committed Loan and reborrowed in the other currency.


 






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(b)            Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of
its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided
by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans
or continuation of Committed Loans denominated in an Alternative Currency, in each case as described in the preceding subsection.
In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative
Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 Noon, in the
case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent
in the case of any Committed Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable
Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing
is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available
to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower
on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case
in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given
by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to
the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrower as provided above.


 






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(c)            Except
as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period
for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as
Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the
Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency
be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current
Interest Period with respect thereto.


 


(d)            The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative
Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining
the Base Rate promptly following the public announcement of such change.


 


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


 


(f)            Notwithstanding
anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection
with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to
a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.


 


2.03            Letters
of Credit.


 


(a)            The
Letter of Credit Commitment.


 


(i)            Subject
to the terms and conditions set forth herein, (A) each L/C Issuer may, in its sole discretion and in reliance upon the agreements
of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from
the Closing Date until the Letter of Credit Expiration Date, issue Letters of Credit denominated in Dollars or in one or more
Alternative Currencies for the account of the Borrower or any Subsidiary (as specified by the Borrower in the request for such
Letter of Credit), and amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below,
and (2) agree to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters
of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving
effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Outstandings shall not exceed the
Aggregate Commitments, (x) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the
Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate amount of
the outstanding Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request
by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that
the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within
the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit
shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters
of Credit that have expired or that have been drawn upon and reimbursed.


 






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(ii)            No
L/C Issuer shall issue any Letter of Credit, if:


 


(A)            subject
to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after
the date of issuance or last extension, unless (x) the Required Lenders have approved such expiry date or (y) the Borrower
shall have provided Cash Collateral reasonably acceptable to such L/C Issuer; or


 


(B)            the
expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the
Lenders have approved such expiry date or (y) the Borrower shall have provided Cash Collateral reasonably acceptable to such
L/C Issuer.


 


(iii)            No
L/C Issuer shall be under any obligation to issue any Letter of Credit if:


 


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


 


(B)            the
issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;


 


(C)            except
as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less
than $500,000;


 


(D)            except
as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is to be denominated in a currency other
than Dollars or an Alternative Currency;


 


(E)            such
L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency;


 


(F)            any
Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash
Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s
actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting
Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations
as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or


 






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(G)            the
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.


 


(iv)            No
L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit
in its amended form under the terms hereof.


 


(v)            No
L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at
such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter
of Credit does not accept the proposed amendment to the Letter of Credit.


 


(vi)            Each
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in
Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit
issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term
 “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions,
and (B) as additionally provided herein with respect to such L/C Issuer.


 


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


 


(i)            Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable
L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and
signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States
mail, by overnight courier, by electronic transmission using the system provided by such L/C Issuer, by personal delivery or by
any other means acceptable to such L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer
and the Administrative Agent not later than 10:00 a.m. at least two Business Days (or such later date and time as the Administrative
Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or
date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of
Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed
issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the
expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such
beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in
case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters
as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to such L/C Issuer (A) the Letter of Credit to be amended;
(B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment;
and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Borrower shall furnish to the applicable
L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance
or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may require.


 






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


 


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


 


(iv)            Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or
to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and
complete copy of such Letter of Credit or amendment.


 






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(c)            Drawings
and Reimbursements; Funding of Participations.


 


(i)            Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C
Issuer shall notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative
Currency, the Borrower shall reimburse the applicable L/C Issuer in such Alternative Currency, unless (A) such L/C Issuer
(at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence
of any such requirement for reimbursement in Dollars, the Borrower shall have notified such L/C Issuer promptly following receipt
of the notice of drawing that the Borrower will reimburse such L/C Issuer in Dollars. In the case of any such reimbursement in
Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable L/C Issuer shall notify the
Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00
a.m. on the date of any payment by such L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable
Time on the date of any payment by such L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each
such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent
in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated
in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c)(i) and
(B) the Dollar amount paid by the Borrower, whether on or after the Honor Date, shall not be adequate on the date of that
payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing,
the Borrower agrees, as a separate and independent obligation, to indemnify such L/C Issuer for the loss resulting from its inability
on that date to purchase the Alternative Currency in the full amount of the drawing. If the Borrower fails to timely reimburse
the applicable L/C Issuer on the Honor Date, the Administrative Agent shall promptly notify each Lender of the Honor Date, the
amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter
of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Lender’s
Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate
Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples
specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion
of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice).
Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone
if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness
or binding effect of such notice.


 


(ii)            Each
Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent
may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer, in Dollars, at the Administrative
Agent’s Office for Dollar-denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount
not later than 12:00 Noon on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the
provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base
Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to such L/C Issuer
in Dollars.


 






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


 


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


 


(v)            Each
Lender’s obligation to make Committed Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under
Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected
by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have
against such L/C Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice).
No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable
L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided
herein.


 


(vi)            If
any Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified
in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled
to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period
from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate
per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees
customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees
as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing
or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of any L/C Issuer submitted to any
Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive
absent manifest error.


 






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(d)            Repayment
of Participations.


 


(i)            At
any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s
L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for
the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly
from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Applicable Percentage thereof in Dollars and in the same funds as those received by the
Administrative Agent.


 


(ii)            If
any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement
entered into by any L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of such L/C
Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand
to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time
in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination
of this Agreement.


 


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


 


(i)              any
lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;


 


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


 


(iii)            any
draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission
or otherwise of any document required in order to make a drawing under such Letter of Credit;


 


(iv)            waiver
by any L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of the Borrower
or any waiver by such L/C Issuer which does not in fact materially prejudice the Borrower;


 


(v)             honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;


 






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(vi)            any
payment made by any L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration
date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized
by the UCC, the ISP or the UCP, as applicable;


 


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


 


(viii)          any
adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any
Subsidiary or in the relevant currency markets generally; or


 


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


 


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


 


(f)            Role
of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall
have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the
Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person
executing or delivering any such document. None of the applicable L/C Issuer, the Administrative Agent, any of their respective
Related Parties nor any correspondent, participant or assignee of such L/C Issuer shall be liable to any Lender for (i) any
action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer
Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its
use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude
the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any
other agreement. None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of such L/C Issuer shall be liable or responsible for any of the matters described in clauses
(i) through (viii) of Section 2.03(e); provided, however, that anything in such
clauses to the contrary notwithstanding, the Borrower may have a claim against such L/C Issuer, and such L/C Issuer may be liable
to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered
by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such
L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in
limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility
for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible
for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society
for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially
reasonable means of communicating with a beneficiary.


 






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(g)            Applicability
of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when
a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, no
L/C Issuer shall be responsible to the Borrower for, and no L/C Issuer’s rights and remedies against the Borrower shall
be impaired by, any action or inaction of such L/C Issuer required or permitted under any Law, order, or practice that is required
or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where such
L/C Issuer or the beneficiary is located, the practice stated in the ISP or in the decisions, opinions, practice statements, or
official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services
Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit
chooses such law or practice.


 


(h)            Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance, subject to
adjustment as provided in Section 2.15, with its Applicable Percentage, in Dollars, a Letter of Credit fee (the “Letter
of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily
amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter
of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration
Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable
Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by
the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything
to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit
Fees shall accrue at the Default Rate.


 


(i)            Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the applicable L/C Issuer
for its own account, in Dollars, a fronting fee with respect to each Letter of Credit, at the rate per annum specified in its
Fee Letter, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly
basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and
December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing
with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter
of Credit shall be determined in accordance with Section 1.09. In addition, the Borrower shall pay directly to the
applicable L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees,
and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary
fees and standard costs and charges are due and payable on demand and are nonrefundable.


 






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(j)            Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control.


 


(k)            Letters
of Credit Issued for Subsidiaries.  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support
of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the applicable L/C
Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters
of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives
substantial benefits from the businesses of such Subsidiaries. For the avoidance of doubt, no Excluded Foreign Subsidiary shall
be obligated to reimburse an L/C Issuer or be otherwise liable in respect of any Letter of Credit in support of any obligations
of, or for the account of, such Excluded Foreign Subsidiary.


 


2.04            Swing
Line Loans.


 


(a)            The
Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of
the other Lenders set forth in this Section 2.04, shall make loans in Dollars (each such loan, a “Swing Line
Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not
to exceed at any time outstanding the amount of the Swing Line Sublimit; provided, however, that (w) after
giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the
Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (x) the Borrower shall not use the
proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, (y) the Swing Line Lender shall not be under
any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest
error) that it has, or by such Credit Extension may have, Fronting Exposure and (z) the obligation of the Swing Line Lender
to make any Swing Line Loan shall be at its sole discretion if, after giving effect to such Swing Line Loan, the Outstanding Amount
of all Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations
of the Lender acting as Swing Line Lender, would exceed the amount of such Lender’s Commitment. Within the foregoing limits,
and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under
Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately
upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s
Applicable Percentage times the amount of such Swing Line Loan.


 


(b)            Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender
and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided
that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing
Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not
later than 10:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall
be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by
the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone
or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or
in writing) from the Administrative Agent (including at the request of any Lender) prior to 11:00 a.m. on the date of the
proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations
set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable
conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing
Line Lender will, not later than 12:00 Noon on the borrowing date specified in such Swing Line Loan Notice, make the amount of
its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing
Line Lender in Same Day Funds.


 






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(c)            Refinancing
of Swing Line Loans.


 


(i)            The
Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes
the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such
Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing
(which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements
of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate
Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02.
The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering
such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified
in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply
Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative
Agent’s Office for Dollar-denominated payments not later than 10:00 a.m. on the day specified in such Committed Loan
Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have
made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to
the Swing Line Lender.


 


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


 


(iii)            If
any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to
be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in
Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which
such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the applicable Overnight
Rate from time to time in effect and a rate determined by the Swing Line Lender in accordance with banking industry rules on
interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection
with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute
such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing
Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent)
with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.


 






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


 


(d)            Repayment
of Participations.


 


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


 


(ii)            If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned
by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage
thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned,
at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of
the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and
the termination of this Agreement.


 


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


 






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


 


2.05            Prepayments.     (a)            The
Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan
Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the Administrative Agent not later than 10:00
a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars,
(B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to
any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of
prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount
of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and
(iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice
shall specify the date, currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if
Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such
prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be
accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.
Subject to Section 2.15, each such prepayment shall be applied to the Committed Loans of the Lenders in
accordance with their respective Applicable Percentages.


 


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


 


(c)            If
the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed an amount equal to
105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall
prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess;
provided, however, that, subject to the provisions of Section 2.14(a), the Borrower shall not be required
to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full
of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time
and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in
order to protect against the results of exchange rate fluctuations.


 


(d)            If
the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative
Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two
Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding
Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.


 






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2.06            Termination
or Reduction of Commitments.    (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments,
or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received
by the Administrative Agent not later than 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the
Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any reduction
of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds
the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative
Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount
of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit
or the Swing Line Sublimit unless otherwise specified by the Borrower or unless required by proviso (iv) of the preceding
sentence. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable
Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective
date of such termination.


 


(b)            Unless
terminated earlier, the Aggregate Commitments shall be automatically and permanently reduced to zero on the Maturity Date.


 


2.07            Repayment
of Loans.   (a) The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Loans made
to the Borrower outstanding on such date.


 


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


 


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


 


(b)          (i)             If
any amount (including principal of any Loan, interest, fees or any other amount) payable by the Borrower under any Loan Document
is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise,
then such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate
to the fullest extent permitted by applicable Laws.


 


(ii)            Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


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


 






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2.09            Fees. In
addition to certain fees described in subsections (h) and (i) of Section 2.03:


 


(a)            Facility
Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage,
a facility fee in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the
Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations),
regardless of usage, subject to adjustment as provided in Section 2.15. The facility fee shall accrue at all times
during the Availability Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C Obligations remain outstanding),
including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such
date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand).
The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect.


 


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


 


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


 


2.10            Computation
of Interest and Fees.   All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to
the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All
other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year) , or, in the case of interest
in respect of Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in
accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan
that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each
determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes,
absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall
be determined in accordance with market practice.


 






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


 


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


 


2.12            Payments
Generally; Administrative Agent’s Clawback.     (a) General. All payments to be made by the Borrower shall
be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as
otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an
Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of
the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in
Same Day Funds not later than 11:00 a.m. on the date specified herein. Except as otherwise expressly provided herein,
all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency
shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the
applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the
Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the
foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If,
for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency,
the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The
Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments
received by the Administrative Agent (i) after 11:00 a.m., in the case of payments in Dollars, or (ii) after the
Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case
be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any
payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next
following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.


 






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(b)        (i)         Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender
prior to the proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or, in the case of any Committed Borrowing
of Base Rate Loans, prior to 11:00 a.m. on the date of such Committed Borrowing) that such Lender will not make
available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may
assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the
case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at
the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing
available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from
and including the date such amount is made available to the Borrower to but excluding the date of payment to the
Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the applicable Overnight
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in
connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable
to Base Rate Loans or in the case of Alternative Currencies, in accordance with such market practice, in each case, as
applicable. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the
Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent,
then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment
by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make
such payment to the Administrative Agent.


 


(ii)            Payments
by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuers hereunder
that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuers, as the case
may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C
Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Overnight Rate and
a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


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


 


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


 






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(d)            Obligations
of Lenders Several. The obligations of the Lenders hereunder are several and not joint, and no Lender shall be responsible
for the failure of any other Lender to satisfy its obligations hereunder. The failure of any Lender to make any Committed Loan,
to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall
not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c).




 


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


 


2.13            Sharing
of Payments by Lenders.   If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C
Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the
aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share
thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent
of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in
L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of
and accrued interest on their respective Committed Loans and other amounts owing them, provided that:


 


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


 


(ii)            the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of
a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14, or (z) any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations
in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary
thereof (as to which the provisions of this Section shall apply).


 


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


 






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2.14            Cash
Collateral.


 


(a)            Certain
Credit Support Events. If (i) an L/C Issuer has honored any full or partial drawing request under any Letter of Credit
and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for
any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 8.02(c),
or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above)
or within one Business Day (in all other cases) following any request by the Administrative Agent or such L/C Issuer, provide
Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral
provided pursuant to clause (iv) above, after giving effect to Section 2.15(a)(iv) and any Cash
Collateral provided by the Defaulting Lender). Additionally, if the Administrative Agent notifies the Borrower at any time that
the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then,
within two Business Days after receipt of such notice, the Borrower shall provide Cash Collateral for the Outstanding Amount of
the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter
of Credit Sublimit.


  


(b)            Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and
the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein,
and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the
obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative
Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or an
L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the
Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral
in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject
to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent. The Borrower shall
pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in
connection with the maintenance and disbursement of Cash Collateral.





 


(c)            Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14
or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied
to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral
provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral
was so provided, prior to any other application of such property as may otherwise be provided for herein.


 


(d)            Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall
be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following
compliance with Section 10.06(b)(vi))) or (ii) the determination by the Administrative Agent and the applicable
L/C Issuer that there exists excess Cash Collateral; provided, however, the Person providing Cash Collateral and
such L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure
or other obligations.


 






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2.15            Defaulting
Lenders.


 


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


 


(i)            Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01.


 


(ii)            Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the
account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or
otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be
applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any
amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of
any amounts owing by such Defaulting Lender to an L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize an
L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14;
fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect
of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the
Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account
and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with
respect to Loans under this Agreement and (y) Cash Collateralize an L/C Issuer’s future Fronting Exposure with
respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14;
sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or Swing Line Lender as a result of any judgment
of a court of competent jurisdiction obtained by any Lender, an L/C Issuer or the Swing Line Lender against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no
Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a
court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed
by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of
any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and
(y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were
satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all
Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to,
such Defaulting Lender until such time as all Loans are funded and unfunded participations in L/C Obligations and Swing Line
Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(iv).
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts
owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed
paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(iii)            Certain
Fees.


 


(A)            Each
Defaulting Lender shall be entitled to receive fees payable under Section 2.09(a) for any period during which
that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the Outstanding Amount of the Committed Loans
funded by it, and (2) its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash
Collateral pursuant to Section 2.14.


 


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


 


(C)            With
respect to any fee payable under Section 2.09(a) or any Letter of Credit Fee not required to be paid to any Defaulting
Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender
that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation
in L/C Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below,
(y) pay to the applicable L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to
such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such
Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.


 


(iv)            Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in
L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective
Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such
reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting
Lender’s Commitment. Subject to Section 10.21, no reallocation hereunder shall constitute a waiver or release
of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including
any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)            Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot,
or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or
under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure
and (y) second, Cash Collateralize each L/C Issuers’ Fronting Exposure in accordance with the procedures set forth
in Section 2.14.


 





(b)            Defaulting
Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and each L/C Issuer agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash
Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and
unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance
with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease
to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except
to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 






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(c)            New
Swing Line Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not
be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to
such Swing Line Loan and (ii) no L/C Issuer shall be required to issue, extend, increase, reinstate or renew any Letter of
Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.


 


2.16            Extension
of Maturity Date.


 


(a)            Requests
for Extension. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the
Lenders) not later than 20 days prior to the Maturity Date then in effect hereunder (the “Existing Maturity Date”),
the Borrower may, up to twice during the term of this Agreement, request that each Lender extend such Lender’s Maturity
Date for an additional period determined by the Borrower from the Existing Maturity Date. At the time of sending such notice,
the Administrative Agent (in consultation with the Borrower) shall specify the time period within which each Lender is required
to respond (which shall in any event be not later than the date that is 10 days prior to the Existing Maturity Date (such noticed
date, the “Notice Date”)).


 


(b)            Lender
Elections to Extend. Each Lender, acting in its sole and individual discretion, shall notify the Administrative Agent by such
Notice Date whether or not such Lender agrees to such extension, and each Lender that determines not to so extend its Maturity
Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such
determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent
on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension
shall not obligate any other Lender to so agree.


 


(c)            Notification
by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower of each Lender’s
determination under this Section promptly after the Notice Date, but in no event later than the date 7 days prior to the
Existing Maturity Date (or, if such date is not a Business Day, on the next preceding Business Day). The Administrative Agent
and the Borrower shall agree on the effective date of such extension, subject to satisfaction of the conditions set forth in
this Section, and shall promptly (and in any event not later than three Business Days after notice is provided to the
Borrower pursuant to the first sentence of this clause (c)) notify the Lenders thereof (such date, the
 “Extension Effective Date”). Subject to the approval of the Administrative Agent, each L/C Issuer and the
Swing Line Lender, the Borrower may also invite additional Eligible Assignees to (i) replace Non-Extending Lenders
as provided in Section 10.13 pursuant to an Assignment and Assumption effective as of the Extension Effective
Date and (ii) become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative
Agent and its counsel (each, an “Additional Commitment Lender”) (and, if any such Additional Commitment
Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such
date).


 






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(d)            Minimum
Extension Requirement. If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Maturity
Date (each, an “Extending Lender”) and the additional Commitments of the Additional Commitment Lenders shall
be more than 50% of the Aggregate Commitments in effect immediately prior to the Extension Effective Date, then, effective as
of the Extension Effective Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be
extended to the date set forth in the notice to the Lenders under clause (a) above (except that, if such date is not
a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender
shall thereupon become a “Lender” for all purposes of this Agreement.


 


(e)            Conditions
to Effectiveness of Extensions. As a condition precedent to such extension, the Borrower shall deliver to the Administrative
Agent a certificate dated as of the Extension Effective Date, signed by a Responsible Officer of the Borrower (i) certifying
and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii)  certifying that,
before and after giving effect to such extension, (A) the representations and warranties contained in Article V
and the other Loan Documents are true and correct in all material respects (or, to the extent modified by any materiality or Material
Adverse Effect standard, in all respects) on and as of the Extension Effective Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except
that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and
(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections
(a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, on the
Maturity Date of each Non-Extending Lender, the Borrower shall prepay any Committed Loans outstanding on such date (and pay any
additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans
ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.


 


(f)            Conflicting
Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.


 


(g)            Amendments.
In connection with any extension of the Maturity Date, the Borrower, the Administrative Agent and each Extending Lender may make
such technical and conforming modifications to this Agreement as the Administrative Agent and the Borrower determine to be reasonably
necessary to evidence the extension.


 


2.17            Increase
in Commitments.


 


(a)            Request
for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders),
the Borrower may, from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not
exceeding $1,000,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $100,000,000
and (ii) the Borrower may make a maximum of five such requests. At the time of sending such notice, the Borrower (in consultation
with the Administrative Agent) shall specify the time period within which each Lender is requested to respond.


 


(b)            Lender
Elections to Increase. Each Lender, acting in its sole and individual discretion, shall notify the Administrative Agent within
such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than,
or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be
deemed to have declined to increase its Commitment.


 






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(c)            Notification
by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’
responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the
Administrative Agent, each L/C Issuer and the Swing Line Lender, the Borrower may also invite additional Eligible Assignees to
become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.


  


(d)            Effective
Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent
and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation
of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such
increase and the Increase Effective Date.


 


(e)            Conditions
to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative
Agent a certificate dated as of the Increase Effective Date signed by a Responsible Officer of the Borrower (x) certifying
and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (y)  certifying that,
before and after giving effect to such increase, (A) the representations and warranties contained in Article V
and the other Loan Documents are true and correct in all material respects (or, to the extent modified by any materiality or Material
Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except
that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and
(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections
(a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall
prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05)
to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any
nonratable increase in the Commitments under this Section.


 


(f)            Conflicting
Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.


 


ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01            Taxes.


 


(a)            Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any
obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required
by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent or the Borrower,
as applicable) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or the Borrower,
then the Administrative Agent or the Borrower shall be entitled to make such deduction or withholding, upon the basis of the information
and documentation to be delivered pursuant to subsection (e) below.


 






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(ii)            If
the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United
States Federal backup withholding and withholding taxes, from any such payment, then (A) the Administrative Agent shall
withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and
documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely
pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to
the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall
be increased as necessary so that after any required withholding or the making of all required deductions (including
deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an
amount equal to the sum it would have received had no such withholding or deduction been made.


  


(iii)            If
the Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any
Taxes from any such payment, then (A) the Borrower or the Administrative Agent, as required by such Laws, shall withhold
or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant
to subsection (e) below, (B) the Borrower or the Administrative Agent, to the extent required by such Laws, shall
timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to
the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be
increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable
to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it
would have received had no such withholding or deduction been made.


 


(b)            Payment
of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall
timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent
timely reimburse it for the payment of, any Other Taxes.


 


(c)            Tax
Indemnifications. (i)  The Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect
thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed
or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required
to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer
(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C
Issuer, shall be conclusive absent demonstrable error. The Borrower shall, and does hereby, indemnify the Administrative Agent,
and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or an L/C Issuer
for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below;
provided that, promptly following the written request of the Borrower after the making of any such payment to the Administrative
Agent, the Administrative Agent shall assign to the Borrower the rights of the Administrative Agent pursuant to Section 3.01(c)(ii) below
against such Lender or such L/C Issuer with respect to the amount paid by the Borrower (other than any setoff rights against such
Lender or such L/C Issuer).


 






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(ii)            Each
Lender and each L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10
days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or
such L/C Issuer (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such
Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the Administrative Agent and the
Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating
to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrower, as applicable, against
any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the
Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or
with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender or any L/C Issuer by the
Administrative Agent or the Borrower, as applicable, shall be conclusive absent demonstrable error. Each Lender and each L/C
Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender
or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the
Administrative Agent under this clause (ii).


 


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


 


(e)            Status
of Lenders; Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with
respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times
reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced
rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver
such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will
enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and
(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission
would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position
of such Lender.


 






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


 


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


  


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


 


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


 


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


 


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


 


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


 






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


  


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


 





(iii)            Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 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.


 


(iv)            For
purposes of this Section 3.01(e), the term “Lender” includes each L/C Issuer.


 


(f)            Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or an L/C Issuer,
any refund of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be.
If any Recipient determines, in its reasonable discretion, that it has received a refund of any Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01,
it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes giving rise to such refund), net of
all reasonable, documented out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon
the request of the Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to
such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient
be required to pay any amount to the Borrower pursuant to this subsection the payment of which would place the Recipient in a
less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving
rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts
with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.


 






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(g)            Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and
the repayment, satisfaction or discharge of all other Obligations.


 


3.02            Illegality.  If
any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge
interest with respect to any Credit Extension or to determine or charge interest rates based upon the Eurocurrency Rate, or any
Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits
of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower
through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with
respect to any such Credit Extension or to make or continue Eurocurrency Rate Loans in the affected currency or currencies or,
in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans, shall be suspended,
and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on
which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans
of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the
Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower
that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall,
upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated
in Dollars, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans
of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the
Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain
such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest
rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate
applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised
in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency
Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted,
together with any additional amounts required pursuant to Section 3.05.


 






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3.03            Inability
to Determine Rates.


 


(a)                    If
in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (a) (i) the
Administrative Agent determines that deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in
the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency
Rate Loan, or (ii) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest
Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection
with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”),
or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders
of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter,
(x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall
be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination
described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency
Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction
of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing
of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected
Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have (x) converted such request into a request
for a Committed Borrowing of Base Rate Loans in the amount specified therein in the case of a Committed Borrowing in Dollars or
(y) revoked such request in the case of a Committed Borrowing in an affected Alternative Currency unless an alternative rate
has been agreed upon pursuant to the next succeeding paragraph.


  


(b)            Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in this section, the Administrative Agent, the
Borrower and the Required Lenders may agree upon an alternative interest rate for the Impacted Loans,  in which case, such
alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the
notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the
Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate
does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its
applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of
interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions
on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice
thereof.


 


(c)          Notwithstanding
anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination
shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in
the case of Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) have determined,
that:





 


		(i)	adequate and reasonable means
                                         do not exist for ascertaining the Eurocurrency Rate for Loans denominated in Dollars
                                         for any Interest Period hereunder or any other tenors of the Eurocurrency Rate for Loans
                                         denominated in Dollars, including because the Screen Rate applicable to such Loans is
                                         not available or published on a current basis and such circumstances are unlikely to
                                         be temporary;



 


		(ii)	the administrator of the Screen
                                         Rate for Loans denominated in Dollars or a Governmental Authority having jurisdiction
                                         over the Administrative Agent or such administrator has made a public statement identifying
                                         a specific date after which the Eurocurrency Rate for Loans denominated in Dollars or
                                         the Screen Rate applicable to such Loans shall no longer be made available, or used for
                                         determining the interest rate of loans, provided that, at the time of such statement,
                                         there is no successor administrator that is satisfactory to the Administrative Agent
                                         that will continue to provide the Eurocurrency Rate for Loans denominated in Dollars
                                         after such specific date (such specific date, “U.S. Dollar Scheduled Unavailability
                                         Date”);



 






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		(iii)	the administrator of the Screen
                                         Rate for Loans denominated in Dollars or a Governmental Authority having jurisdiction
                                         over such administrator has made a public statement announcing that all Interest Periods
                                         and other tenors of the Eurocurrency Rate for Loans denominated in Dollars are no longer
                                         representative; or



 


		(iv)	syndicated loans currently being
                                         executed, or that include language similar to that contained in this Section, are being
                                         executed or amended (as applicable) to incorporate or adopt a new benchmark interest
                                         rate to replace the Eurocurrency Rate for Loans denominated in Dollars;



 


then, in the case of clauses (i) through
(iii) above, on a date and time determined by the Administrative Agent (any such date, “Replacement Date”),
which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated
and shall occur reasonably promptly upon the occurrence of any of the events or circumstances under clauses (i), (ii) or
(iii) above and, solely with respect to clause (ii) above, no later than the U.S. Dollar Scheduled Unavailability Date,
the Eurocurrency Rate for Loans denominated in Dollars will be replaced hereunder and under the other Loan Documents with, subject
to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated
that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any
other party to, this Agreement or any other Loan Document (“LIBOR Successor Rate”; and any such rate before
giving effect to the Related Adjustment, “Pre-Adjustment Successor Rate”):


 


(x)          Term
SOFR plus the Related Adjustment; and


 


(y)          SOFR
plus the Related Adjustment;


 


and in the case of clause
(iv) above, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing the Eurocurrency
Rate for Loans denominated in Dollars under this Agreement and the other Loan Documents in accordance with the definition of “LIBOR
Successor Rate” and such amendment will become effective at 5:00 p.m. on the fifth Business Day after the Administrative
Agent shall have notified Lenders and Borrower of the occurrence of the circumstances described in clause (iv) above unless,
prior to such time, Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object
to the implementation of a LIBOR Successor Rate pursuant to such clause; provided, that if the Administrative Agent determines
that Term SOFR has become available, is administratively feasible for the Administrative Agent and would have been identified
as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor
Rate then in effect was so identified, and notifies the Borrower and the Lenders of such availability, then from and after the
beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing
no less than 30 days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor
Rate shall be Term SOFR plus the relevant Related Adjustment.


   


The Administrative Agent will promptly
(in one or more notices) notify the Borrower and the Lenders of (x) any occurrence of any of the events, periods or circumstances
under clauses (i) through (iii) above, (y) a Replacement Date, and (z) the LIBOR Successor Rate. Any LIBOR
Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent such market practice
is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any LIBOR Successor Rate
as so determined would otherwise be less than zero, the LIBOR Successor Rate will be deemed to be zero for the purposes of this
Agreement and the other Loan Documents.


 






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In connection with the implementation
of a LIBOR Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to
time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor
Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided,
that with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor
Rate Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.


 


If events or circumstances of the type
described in clauses (i) through (iii) above have occurred with respect to the LIBOR Successor Rate then in effect,
then the successor rate thereto shall be determined in accordance with the definition of “LIBOR Successor Rate.”


 


(d)            Notwithstanding
anything to the contrary herein, (i) after any such determination by the Administrative Agent or receipt by the Administrative
Agent of any such notice described under Section 3.03(c)(i) through (iii), as applicable, if the Administrative
Agent determines that none of the LIBOR Successor Rates is available on or prior to the Replacement Date, (ii) if the events
or circumstances described in Section 3.03(c)(iv) have occurred but none of the LIBOR Successor Rates is available,
or (iii) if the events or circumstances of the type described in Section 3.03(c)(i) through (c)(iii) have
occurred with respect to the LIBOR Successor Rate then in effect and the Administrative Agent determines that none of the LIBOR
Successor Rates is available, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for
the purpose of replacing the Eurocurrency Rate for Loans denominated in Dollars or any then current LIBOR Successor Rate in accordance
with this Section at the end of any Interest Period, relevant interest payment date or payment period for interest calculated,
as applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for
similar credit facilities syndicated in the U.S. and denominated in the applicable currency for such alternative benchmarks and,
in each case, including any Related Adjustments and any other mathematical or other adjustments to such benchmark giving due consideration
to any evolving or then existing convention for similar credit facilities syndicated in the U.S. and denominated in the applicable
currency for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information
service as selected by the Administrative Agent from time to time in its discretion and may be periodically updated. For the avoidance
of doubt, any such proposed rate and adjustments shall constitute a LIBOR Successor Rate. Any such amendment shall become effective
at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to the Lenders
and the Borrower unless, prior to such time, Required Lenders have delivered to the Administrative Agent written notice that such
Required Lenders object to such amendment.


 


(e)            If,
at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBOR Successor
Rate has been determined in accordance with Section 3.03(c) or Section 3.03(d) and the circumstances
under Section 3.03(c)(i) or (c)(iii) above exist or the LIBOR Scheduled Unavailability Date has occurred
(as applicable), the Administrative Agent will promptly so notify the Borrower and the Lenders. Thereafter, (i) the obligation
of the Lenders to make or maintain Eurocurrency Loans denominated in Dollars shall be suspended (to the extent of the affected
Eurocurrency Loans, Interest Periods, interest payment dates or payment periods), and (ii) the Eurocurrency component
shall no longer be utilized in determining Base Rate for Loans denominated in Dollars, until the LIBOR Successor Rate has been
determined in accordance with Section 3.03(c) or Section 3.03(d). Upon receipt of such notice, the
Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans denominated in
Dollars (to the extent of the affected Loans, Interest Periods, interest payment dates or payment periods) or, failing that,
will be deemed to have converted such request into a request for Base Rate Loans denominated in Dollars (subject to the foregoing
clause (ii)).


 






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(f)          Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination
shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the
case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:


 


i.            adequate
and reasonable means do not exist for ascertaining the Applicable Reference Rate for Loans denominated in an Alternative Currency
for any requested Interest Period, including, without limitation, because the Screen Rate for such Loans is not available or published
on a current basis and such circumstances are unlikely to be temporary; or


 


ii.           the
administrator of the Screen Rate for Loans denominated in an Alternative Currency or a Governmental Authority having jurisdiction
over the Administrative Agent has made a public statement identifying a specific date after which the Applicable Reference Rate
for Loans denominated in an Alternative Currency or the Screen Rate applicable to such Loans shall no longer be made available,
or used for determining the interest rate of loans denominated in such Alternative Currency, provided that, in each case, at the
time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue
to provide the Applicable Reference Rate for such Alternative Currency after such specific date (such specific date, the “Alternative
Currency Scheduled Unavailability Date”); or


 


iii.          syndicated
loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed
or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Applicable Reference Rate for
an Alternative Currency,


 


then, reasonably promptly after
such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative
Agent and the Borrower may amend this Agreement solely for the purpose of replacing the Applicable Reference Rate for Loans denominated
in the Alternative Currency in accordance with this Section 3.03(f) with another alternate benchmark rate giving
due consideration to any evolving or then existing convention for similar syndicated credit facilities syndicated in the U.S.
and denominated in the Alternative Currency for such alternative benchmarks and, in each case, including any mathematical or other
adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar syndicated credit
facilities syndicated in the U.S. and denominated in the Alternative Currency for such benchmarks, each of which adjustments or
methods for calculating such adjustments shall be published on one or more information services as selected by the Administrative
Agent from time to time in its reasonable discretion and may be periodically updated (each, an “Adjustment;” and any
such proposed rate, an “Alternative Currency Successor Rate”), and any such amendment shall become effective
at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders
and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent
written notice that such Required Lenders object to such amendment. Such Alternative Currency Successor Rate shall be applied
in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible
for the Administrative Agent, such Alternative Currency Successor Rate shall be applied in a manner as otherwise reasonably determined
by the Administrative Agent.


 






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If no
Alternative Currency Successor Rate has been determined and the circumstances under clause (i) above exist or the Alternative
Currency Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower
and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans denominated in
such Alternative Currency shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and
(y) the Eurocurrency Rate component applicable to Loans denominated in such Alternative Currency shall no longer be utilized
in determining the Base Rate. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing
of, conversion to or continuation of Eurocurrency Rate Loans in each such affected Alternative Currency (to the extent of the
affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted each such request into
a request for a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified
therein and (ii) any outstanding affected Eurocurrency Rate Loans denominated in such Alternative Currency, at the Borrower’s
election, shall either (1) be converted into a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar
Equivalent of the amount of such outstanding Eurocurrency Rate Loan at the end of the applicable Interest Period or (2) be
prepaid at the end of the applicable Interest Period in full; provided that if no election is made by the Borrower by the
earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day
of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower shall be deemed to have elected clause
(1) above.


 


Notwithstanding anything else
herein, any definition of an Alternative Currency Successor Rate for any currency shall provide that in no event shall such Alternative
Currency Successor Rate be less than zero for purposes of this Agreement.


 


In connection with the implementation
of an Alternative Currency Successor Rate for any currency, the Administrative Agent will have the right to make Successor Rate
Conforming Changes with respect to such currency from time to time and, notwithstanding anything to the contrary herein or in
any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any
further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected,
the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes for the Alternative
Currency to the Lenders reasonably promptly after such amendment becomes effective.


 


3.04            Increased
Costs; Reserves on Eurocurrency Rate Loans.


 


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


 


(i)            impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 3.04(e), other than as set forth below) or an L/C Issuer;


 


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


 


 



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


  


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


 


(b)            Capital
Requirements. If any Lender or an L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or
any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital
or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s
capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held
by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer
or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s
holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or such L/C Issuer,
as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s
or such L/C Issuer’s holding company for any such reduction suffered.


 


(c)            Certificates
for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth in reasonable detail the basis and calculation
of the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as
specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive
absent demonstrable error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due
on any such certificate within 10 days after receipt thereof.


 


(d)            Delay
in Requests. Failure or delay on the part of any Lender or an L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or such L/C Issuer’s right
to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or an L/C Issuer pursuant
to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months
prior to the date that such Lender or such L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor
(except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period
referred to above shall be extended to include the period of retroactive effect thereof).


 


(e)            Additional
Reserve Requirements. The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain
reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs
of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall
be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous
requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments
or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards,
if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender
(as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable
on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10 days’
prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails
to give notice 10 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable
10 days from receipt of such notice.


 



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


 


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


 


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


 


(c)            any
failure by the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated
in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or


 


(d)            any
assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to Section 10.13;


 


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


 


For purposes of calculating amounts payable by the Borrower
to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made
by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such
currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.


 


3.06            Mitigation
Obligations; Replacement of Lenders.


 


(a)            Designation
of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided
that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with
the terms of this Agreement. If any Lender or an L/C Issuer requests compensation under Section 3.04, or if the Borrower
is required to pay any Indemnified Taxes or additional amounts to any Lender, an L/C Issuer, or any Governmental Authority for
the account of any Lender or an L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02,
then at the request of the Borrower such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or such L/C Issuer, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case
may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in
each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The Borrower hereby agrees to pay all
reasonable, documented out-of-pocket costs and expenses incurred by any Lender or an L/C Issuer in connection with any such designation
or assignment.


 






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(b)            Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any
Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance
with Section 3.06(a), or if any Lender delivers a notice under Section 3.02 the effect of which would be to suspend
such Lender’s obligation to make or continue Eurocurrency Rate Loans (or convert Base Rate Loans to Eurocurrency Rate Loans)
in any currency, the Borrower may replace such Lender in accordance with Section 10.13.


 


3.07            Survival.
All obligations of the Borrower under this Article III shall survive termination of the Aggregate Commitments,
repayment of all other Obligations hereunder, and resignation of the Administrative Agent.


 


ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


4.01            Conditions
of Initial Credit Extension. The effectiveness of this Agreement and the obligation of each Lender to make its initial Credit
Extension hereunder is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions
precedent:


 


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


 


(i)            executed
counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;


 


(ii)           a
Note executed by the Borrower in favor of each Lender requesting a Note;


 


(iii)          such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the
Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower
is a party;


 






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(iv)          such
documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized
or formed and is validly existing, in good standing and qualified to engage in business in Delaware and California;


 


(v)           a
favorable opinion of Cravath, Swaine & Moore LLP, counsel to the Borrower, addressed to the Administrative Agent and
each Lender, as to the matters concerning the Borrower and the Loan Documents as the Administrative Agent or the Required Lenders
may reasonably request; and


 


(vi)          a
certificate of a Responsible Officer of the Borrower certifying (A) that the condition specified in Section 4.02(a) has
been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that
has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) if
any Debt Ratings are then in effect, the current Debt Ratings, and (D) that no Default has occurred and is continuing or
would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.


 


(b)            Any
fees required to be paid on or before the Closing Date, including pursuant to the Fee Letters, and all reasonable and documented
out-of-pocket expenses required to be paid pursuant to the Commitment Letter and the Fee Letters, in each case, to the extent
invoiced at least three Business Days prior to the Closing Date, shall have been paid.


 


(c)            At
least three Business Days prior to the Closing Date, the Borrower shall have provided to the Administrative Agent and the Lenders
all documentation and other information required by regulatory authorities under applicable “know your customer” and
anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and, to the extent the Borrower
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification,
that has been requested in writing not less than ten Business Days prior to the Closing Date.


 


(d)            Unless
waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative
Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days
prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable
estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided
that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative
Agent).


 


(e)            The
Borrower shall have paid the Existing Credit Agreement Outstanding Obligations and the Existing Credit Agreement shall have been
(or concurrently with the Closing Date shall be) terminated.


 


Without limiting the
generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with
the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such
Lender prior to the proposed Closing Date specifying its objection thereto.


 






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The Lenders party
hereto, comprising the “Required Lenders” under the Existing Credit Agreement, and the Borrower agree that, upon the
effectiveness of this Agreement, all commitments under the Existing Credit Agreement shall terminate in their entirety and automatically
irrespective of the deadline for delivery of notice of termination set forth in Section 2.06(a) of the Existing Credit
Agreement.


 


4.02            Conditions
to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed
Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is
subject to the following conditions precedent:


 


(a)            The
representations and warranties of the Borrower contained in Article V (excluding, however, Section 5.05(c) and
Section 5.06 with respect to any making of the representations and warranties pursuant to this Section 4.02(a) other
than on the Closing Date pursuant to Section 4.01(a)(vi)) and contained in each other Loan Document, or which are
contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all
material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse
Effect, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for
purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of
Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and
(b), respectively, of Section 6.01.


 


(b)            No
Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.


 


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


 


(d)            In
the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national
or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable
opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency)
or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it
impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.


 


Each Request for Credit Extension (other than a Committed Loan
Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted
by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and
(b) have been satisfied on and as of the date of the applicable Credit Extension.


 






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ARTICLE V.

REPRESENTATIONS AND WARRANTIES


 


The Borrower represents
and warrants to the Administrative Agent and the Lenders that:


 


5.01            Existence,
Qualification and Power. The Borrower (a) is duly organized or formed, validly existing and, as applicable, in good standing
under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all
requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business
and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly
qualified and, as applicable, is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such qualification or license; except in each case referred
to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to result
in a Material Adverse Effect.


 


5.02            Authorization;
No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party have
been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the
terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of,
or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower
is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction,
writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate
any Law, except in any case for clauses (b) and (c) where such violations would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


 


5.03            Governmental
Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance
by, or enforcement against, the Borrower of this Agreement or any other Loan Document other than approvals, consents, exemptions,
authorizations, actions and notices the absence of which would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.


  


5.04            Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by the Borrower. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal,
valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.


 


5.05            Financial
Statements; No Material Adverse Effect.


 


(a)            The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and
its Subsidiaries as of the date thereof and their consolidated results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.


 


(b)            The
unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 28, 2020, and the related unaudited
consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that
date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date
thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to
the absence of footnotes and to normal year end audit adjustments.


 






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(c)            Since
the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate,
that has had, or could reasonably be expected to have, a Material Adverse Effect.


 


5.06            Litigation.
Except with respect to any matters disclosed by the Borrower or any Subsidiary of the Borrower in any filing made under the
Securities Exchange Act that is available to the Lenders before the Closing Date, there are no actions, suits, proceedings, claims
or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at
law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or
against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document,
or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected
to have a Material Adverse Effect.


 


5.07            Taxes.
The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be
filed and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed
upon them or their properties, income or assets otherwise due and payable, except (a) those which are being contested in
good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with
GAAP or (b) to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


5.08            ERISA
Compliance.


 


(a)            Except
for incidences which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect,
(i) each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal
or state laws, (ii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received
a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of
the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of
the Code, or an application for such a letter is currently being processed by the IRS and (iii) to the best knowledge of
the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status.


 


(b)            There
are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably
be expected to result in a Material Adverse Effect.


 


(c)            Except
for incidences which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect,
(i) no ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance
that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower
and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan,
and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; or (iii) neither
the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of
ERISA.


 



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5.09            Margin
Regulations; Investment Company Act.


 


(a)            The
Borrower is not engaged, nor will it engage, principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing
or carrying margin stock.


 


(b)            The
Borrower is not required to be registered as an “investment company” under the Investment Company Act of 1940.


 


5.10            Compliance
with Laws. The Borrower and each Subsidiary is in compliance in all material respects with the requirements of all Laws and
all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.


 


5.11            OFAC;
Anti-Corruption Laws.


 


(a)            Neither
the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower, any director, officer, employee or agent thereof,
is an individual or entity that is or is owned or controlled by any individual or entity that is (i) currently the subject
or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals or (iii) located, organized
or resident in a Designated Jurisdiction.


 


(b)            (i) Neither
the Borrower nor any of its Subsidiaries has committed any breach of the United States Foreign Corrupt Practices Act of 1977,
the UK Bribery Act 2010, or any other similar anti-corruption legislation in other jurisdictions, or of any applicable Sanctions,
the effect of which is or could reasonably be expected to be material to the Borrower and its Subsidiaries, and (ii) the
Borrower and its Subsidiaries have instituted and maintained policies and procedures designed to promote and achieve compliance
with such laws. The Borrower and each of its Subsidiaries is in compliance, in all material respects, with the PATRIOT Act and
all other applicable anti-money laundering laws.


 


5.12            Disclosure.
(a) All written or formally presented information (other than projections and other forward-looking materials and information
of a general economic or industry specific nature) provided directly or indirectly by the Borrower to the Administrative Agent
or the Lenders in connection with the Transactions is when furnished, when taken as a whole, complete and correct in all material
respects and does not contain when furnished, when taken as a whole, any untrue statement of a material fact or omit to state
a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under
which such statements are made (in each case after giving effect to all supplements and updates provided thereto); (b) the
projections and other forward-looking information that have been made available to the Administrative Agent or the Lenders by
or on behalf of the Borrower in connection with the Transactions have been prepared in good faith based upon assumptions that
are believed by the preparer thereof to be reasonable at the time such financial projections are furnished to the Administrative
Agent or the Lenders, it being understood and agreed that projections and other forward-looking information are as to future events
and are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are out of the Borrower’s
control, that no assurance can be given that any particular projections will be realized and that actual results during the period
or periods covered by such projections may differ significantly from the projected results and such differences may be material;
and (c) as of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true
and correct in all respects.


 






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5.13            Solvency.
On the Closing Date, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.


 


5.14            Use
of Proceeds. The use of proceeds of the Credit Extensions for working capital, capital expenditures, and other general corporate
purposes do not contravene any Law or any Loan Document and will not be used to purchase or carry any margin stock (within the
meaning of Regulation U issued by the FRB) or to extend credit to others for the purpose of purchasing or carrying any margin
stock, in each case in violation of the margin rules.


 


ARTICLE VI.

AFFIRMATIVE COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter
of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections
6.01, 6.02, 6.03, and 6.05(a)) cause each Subsidiary to:


 


6.01            Financial
Statements. Deliver to the Administrative Agent:


 


(a)            as
soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower or at such earlier time as
the SEC may require the Borrower to deliver its Form 10-K (commencing with the fiscal year ending closest to September 30,
2021), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for such fiscal year, prepared in accordance with
GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein, audited and accompanied
by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern”
or like qualification or exception or any qualification or exception as to the scope of such financial statement audit; and


 


(b)            as
soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of the Borrower or
at such earlier time as the SEC may require the Borrower to deliver its Form 10-Q (commencing with the fiscal quarter ending
closest to December 31, 2020), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal
quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower’s
fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the
portion of the Borrower’s fiscal year then ended, certified by the chief executive officer, chief financial officer, treasurer
or controller of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity
and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments
and the absence of footnotes.


 


As to any information contained in materials
furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to furnish such information under
clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower
to furnish the information and materials described in clauses (a) and (b) above at the times specified
therein.


 






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6.02            Certificates;
Other Information. Deliver to the Administrative Agent:


 


(a)            concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed
Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower
(which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including
fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);


 


(b)            promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent
to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements
which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange
Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;


 


(c)            promptly,
such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request; and


 


(d)            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” and anti-money-laundering rules and regulations,
including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.


 


Documents required
to be delivered pursuant to Section 6.01(a) or (b) or paragraph (b) of this Section shall
be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on
the Borrower’s website on the Internet at www.qualcomm.com; or (ii) on which such documents are posted on the Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent). The Administrative Agent shall have no obligation to request
the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Borrower.


 


The Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to
the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively,
 “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially
similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public
Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower
or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that
are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower
Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C
Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to
the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however,
that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07);
(y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to
treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform
not designated “Public Side Information.”


 






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6.03            Notices.
Promptly notify the Administrative Agent of the occurrence of any Default or Event of Default. Each notice pursuant to this
Section shall (i) be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto and (ii) describe
with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.


 


6.04            Payment
of Taxes. Pay and discharge as the same shall become due and payable, all tax liabilities, assessments and governmental charges
or levies upon it or its properties or assets, unless (a) the same are being contested in good faith by appropriate proceedings
diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary or
(b) the failure to make payment could not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect.


 


6.05            Preservation
of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under
the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03, (b) take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal
conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation
of which could reasonably be expected to have a Material Adverse Effect.


 


6.06            Compliance
with Laws.


 


(a)            Comply
in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or
to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or
decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith
could not reasonably be expected to have a Material Adverse Effect.


 


(b)            Maintain
policies and procedures designed to promote and achieve compliance with the United States Foreign Corrupt Practices Act of 1977,
the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and with applicable Sanctions.


 


6.07            Books
and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower
or such Subsidiary, as the case may be.


 


6.08            Use
of Proceeds. Use the proceeds of the Credit Extensions for working capital, capital expenditures, and other general corporate
purposes not in contravention of any Law or of any Loan Document; provided that the Borrower will not use the proceeds
of the Credit Extensions to purchase or carry any margin stock (within the meaning of Regulation U issued by the FRB) or to extend
credit to others for the purpose of purchasing or carrying any margin stock, in each case in violation of the margin rules.


 



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6.09            Inspection
Rights. At any time after the occurrence and during the continuance of a Default, permit representatives and independent contractors
of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and
operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during
normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower.


 


ARTICLE VII.

NEGATIVE COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter
of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:


 


7.01            Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:


 


(a)            Liens
created under any Loan Document;


 


(b)            Liens
existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the
property covered thereby is not changed other than improvements thereto and proceeds thereof, (ii) the amount secured or
benefited thereby is not increased except as contemplated by Section 7.02(a), (iii) the direct or any contingent
obligor with respect thereto is not changed, and (iv) any refinancing, refunding, renewal, replacement or extension of the
obligations secured or benefited thereby is permitted by Section 7.02(a);


 


(c)            Customary
Permitted Liens;


 


(d)            Liens
securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);


 


(e)            Liens
securing leases;


 


(f)             Liens
existing on any property prior to the acquisition thereof by the Borrower or a Subsidiary or existing on property of a Person
that becomes a Subsidiary prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not
created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as applicable,
(ii) such Lien shall not apply to any other property of the Borrower or any other Subsidiary (other than improvements
thereto and proceeds thereof) and (iii) such Lien shall secure only those obligations it secures on the date of
acquisition or the date such Person becomes a Subsidiary, as applicable, and any refinancings, refundings, renewals,
replacements or extensions secured or benefitted thereby is permitted by Section 7.02(e);


 


(g)            Liens
on cash, cash equivalents or other assets securing Indebtedness permitted by Section 7.02(c) or Section 7.02(i);


 






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(h)            any
restriction or encumbrance with respect to the pledge or transfer of the Equity Interests in a joint venture;


 


(i)             Liens
on any property of any Subsidiary in favor of the Borrower or any other Subsidiary;


 


(j)             Liens
on fixed or capital assets acquired, constructed, repaired, replaced or improved by the Borrower or any Subsidiary; provided
that (i) such security interests and the Indebtedness secured thereby are incurred within 180 days after such acquisition
or the completion of such construction, repair, replacement or improvement, (ii) the Indebtedness secured thereby does not
exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iii) such security interests shall
not apply to any other property of the Borrower or any Subsidiary, except for accessions to fixed or capital assets covered by
such Lien, property financed by such Indebtedness and the proceeds and products thereof;


 


(k)            Liens
created under an agreement to sell or dispose of property pending such disposal; and


 


(l)             Liens
not expressly permitted by clauses (a) through (k) above; provided that the aggregate principal
amount of outstanding Indebtedness secured by such other Liens, when combined (without duplication) with the aggregate principal
amount of Indebtedness of a Subsidiary incurred pursuant to Section 7.02(d), does not, at the time of, and after giving
effect to the incurrence of such Indebtedness, exceed the Maximum Priority Debt Limit, provided that the Maximum Priority
Debt Limit may be exceeded at the time of any refinancing, refunding, renewal, replacement or extension of any such Indebtedness
so long as the aggregate principal amount of such refinancing, refunding, renewal, replacement or extension does not exceed the
amount then outstanding except by an amount equal to a premium or other amount paid, and accrued and unpaid interest, and fees
and expenses incurred in connection with the foregoing.


 


7.02            Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness of any Subsidiary of the Borrower, except:


 


(a)            Indebtedness
outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals, replacements or
extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding,
renewal, replacement or extension except by an amount equal to a premium or other reasonable amount paid, and fees and expenses
incurred, in connection with the foregoing and by an amount equal to any existing commitments unutilized thereunder;


 


(b)            Guarantees
in respect of Indebtedness otherwise permitted hereunder of any other Subsidiary;


 


(c)            obligations
(contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that such
obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly
mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by
such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a
 “market view”;


 


(d)            other
Indebtedness that is either unsecured or secured by Liens that are otherwise permitted by Section 7.01(l), so long
as the aggregate principal amount of Indebtedness incurred pursuant to this clause (d), when combined (without duplication)
with the aggregate principal amount of Indebtedness secured by Liens permitted by Section 7.01(l), does not at any
time exceed the Maximum Priority Debt Limit; provided that the Maximum Priority Debt Limit may be exceeded pursuant to
this subsection (i) at any time if such amount were satisfied at the date of incurrence but the Maximum Priority Debt Limit
later decreased as a result of a decrease in Consolidated Total Assets or (ii) at the time of any refinancing, refunding,
renewal, replacement or extension of any Indebtedness that was incurred at a time when the Maximum Priority Debt Limit was satisfied
so long as the aggregate principal amount of such refinancing, refunding, renewal, replacement or extension does not exceed the
amount then outstanding except by an amount equal to a premium or other amount paid, and accrued and unpaid interest, and fees
and expenses incurred in connection with the foregoing;


 






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(e)            Indebtedness
of a Person existing at the time such Person became a Subsidiary and not created in contemplation thereof, and any refinancing,
refunding, renewal, replacement or extension of the foregoing, so long as the amount of such Indebtedness is not increased at
the time of such refinancing, refunding, renewal, replacement or extension except by an amount equal to a premium or other amount
paid, and accrued and unpaid interest, and fees and expenses incurred, in connection with the foregoing and by an amount equal
to any existing commitments unutilized thereunder;


 


(f)             Indebtedness
incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including
Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the
acquisition thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or
the completion of such construction, repair, replacement or improvement;


 


(g)            Indebtedness
owing by any Subsidiary of the Borrower to either (i) the Borrower or (ii) any other Subsidiary of the Borrower; and


 


(h)            Indebtedness
in respect of workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal,
advance payment, customs, VAT or other tax or other guarantees or other similar bonds, instruments or obligations and completion
guarantees and warranties provided by any Subsidiary or relating to liabilities, obligations, indemnities or guarantees incurred
in the ordinary course of business or pursuant to any governmental or regulatory requirements.


 


7.03            Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or
in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) that would, in the
aggregate, constitute all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole to or in favor
of any Person, except that, so long as no Default exists or would result therefrom:


 


(a)            (i) the
Borrower may merge or otherwise consolidate with any Person if (A) the Borrower is the surviving Person or (B) the
surviving Person is organized under the laws of the United States, any state thereof or the District of Columbia and assumes
in writing all of the Borrower’s Obligations pursuant to documentation reasonably satisfactory to the Administrative
Agent and each of the Lenders and provides to the Administrative Agent and the Lenders all documentation and other
information required by regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including, without limitation, the PATRIOT Act and, to the extent such surviving Person qualifies
as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification,
with results reasonably satisfactory to the Administrative Agent and each of the Lenders, and (ii) any Subsidiary may
merge or otherwise consolidate with any Person; and


 






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(b)            any
Subsidiary may Dispose of all or substantially all its assets (upon voluntary liquidation or otherwise) to the Borrower or to
another Subsidiary, provided that if either such Person is a wholly-owned Subsidiary the transferee shall be the Borrower
or a wholly-owned Subsidiary.


 


7.04            Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the last day of any fiscal quarter of the Borrower
to be less than 3.00 to 1.00.


 


7.05            Sanctions;
Anti-Corruption Laws. Directly or, to the knowledge of the Borrower, indirectly:


 


(a)            use,
or make available, the proceeds of any Credit Extension to fund any activities of or business with any individual or entity, or
in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will
result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether
as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions; or


 


(b)            use
the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977
or the UK Bribery Act 2010.


 


ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES


 


8.01            Events
of Default. Any of the following shall constitute an event of default (each, an “Event of Default”):


 


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


 


(b)            Specific
Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.03
or 6.05(a) or Article VII; or


 


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


 


(d)            Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the
Borrower herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect
or misleading in any material respect (or, in the case of any representation or warranty qualified by reference to materiality
or Material Adverse Effect, in any respect) when made or deemed made; or


 






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(e)            Cross-Default.
(i) The Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all
creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to
observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or
other event is to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem
such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; provided that this clause (e) shall not apply to (x) secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or as a result
of a casualty event affecting such property or assets or (y) a “change of control” put arising as a result
of any acquisition of any entity or its subsidiaries or any business thereof so long as in each case any such Indebtedness
that is put in accordance with the terms of such Indebtedness is paid as required by the terms of such Indebtedness; or
(ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from
(A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as
defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the
Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the
Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or


 


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


 


(g)            Judgments.
There is entered against the Borrower or any Material Subsidiary one or more final judgments or orders for the payment of money
in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), and (i) enforcement proceedings are commenced by
any creditor upon such judgment or order (other than the filing of a judgment Lien), or (ii) there is a period of 60 consecutive
days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 


(h)            ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which, when taken together with all other
ERISA Events, has resulted or could reasonably be expected to result in a Material Adverse Effect, or (ii) the Borrower or
any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan which has resulted or could reasonably
be expected to result in a Material Adverse Effect; or


 






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


 


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


 


(a)            declare
the commitment of each Lender to make Loans and of each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;


 


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


 


(c)            require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto);
and


 


(d)            exercise
on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers
under the Loan Documents.


 


provided, however, that
upon the occurrence of an event described in Section 8.01(f), the obligation of each Lender to make Loans and any
obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation
of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without
further act of the Administrative Agent or any Lender.


 


8.03            Application
of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in
the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions
of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order:


 


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


 


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


 


Third, to payment
of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings
and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this
clause Third payable to them;


 






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


 


Fifth, to the
Administrative Agent for the account of the applicable L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised
of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant
to Sections 2.03 and 2.14; and


 


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





 


Subject to Sections 2.03(c) and
2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as
Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.


 


ARTICLE IX.

ADMINISTRATIVE AGENT


 


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


 


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


 






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9.03            Exculpatory
Provisions. None of the Administrative Agent or any Arranger, as applicable, shall have any duties or obligations except those
expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without
limiting the generality of the foregoing, none of the Administrative Agent or the Arrangers, as applicable, and its Related Parties:


 


(a)            shall
be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


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





 


(c)            shall
have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any L/C Issuer,
any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness
of the Borrower or any of its Affiliates, that is communicated to, obtained by or in the possession of, the Administrative Agent,
any Arranger or any of their respective Related Parties in any capacity, except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Administrative Agent pursuant to the terms hereof;


 


(d)            shall
be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other
Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence
of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable
judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such
Default is given in writing to the Administrative Agent by the Borrower, a Lender or an L/C Issuer; and


 


(e)            shall
be responsible for or have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or
therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement,
any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth
in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.


 






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


 


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


 


9.06            Resignation
of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders,
the L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with
the written consent of the Borrower (not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation
Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders
and the L/C Issuers, appoint, with the written consent of the Borrower (not to be unreasonably withheld or delayed), a successor
Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative
Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance
with such notice on the Resignation Effective Date.


 


(b)            If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof,
the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove
such Person as Administrative Agent and, with the written consent of the Borrower (not to be unreasonably withheld or delayed),
appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”),
then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.


 






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(c)            With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for
any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications
and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and
each L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided
for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other
than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to
the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable),
and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under
the other Loan Documents (if not already discharged therefrom as provided above in this Section) . The fees payable by the Borrower
to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under
the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit
of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.


 


(d)            Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as
an L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers,
privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date
of its resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders
to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank
of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to
require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).
Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder and agreement by such successor
L/C Issuer or Swing Line Lender to assume such position (which successor shall in all cases be a Lender other than a
Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender
shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents (other
than as provided in Section 3.01(g)), and (c) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of
Credit.


 






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9.07            Non-Reliance
on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that none of the Administrative
Agent nor the Arrangers have made any representation or warranty to it, and that no act by the Administrative Agent or any Arranger
hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower of any Affiliate
thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or such Arranger to any Lender
or L/C Issuer as to any matter, including whether the Administrative Agent or such Arranger have disclosed material information
in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent
and the Arrangers that it has, independently and without reliance upon the Administrative Agent, the Arrangers, any other Lender
or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit
analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition
and creditworthiness of the Borrower and its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each
Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, the
Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under
or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder,
and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Borrower. Each Lender and each L/C Issuer represents and warrants that (i) the
Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding
commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making,
acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C
Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and
each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and
warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other
facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Person exercising discretion
in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced
in making, acquiring or holding such commercial loans or providing such other facilities.


 


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


 


9.09            Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise


 


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


 






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


 


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


 


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


 


9.10            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
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, 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 Letters of Credit, the
Commitments and this Agreement,


 


(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the
best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect
to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit,
the Commitments and this Agreement, or


 






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(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 Letters of Credit, the Commitments and this
Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,
any Loan Document or any documents related hereto or thereto).


 


ARTICLE X.

MISCELLANEOUS


 


10.01            Amendments,
Etc. Subject to Section 3.03(c) and the last three paragraphs of this Section 10.01, no amendment
or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom,
shall be effective unless in writing signed by the Required Lenders and the Borrower and acknowledged by the Administrative Agent,
and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall:


 


(a)            waive
any condition set forth in Section 4.01(a) without the written consent of each Lender;


 


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


 


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


 


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


 






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(e)            change
Section 2.12(a), Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing
of payments required thereby without the written consent of each Lender directly and adversely affected thereby;


 


(f)            amend
Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender; or


 


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


 


and, provided further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above,
affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued
or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender
in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and (iv) 
any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender
may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment
of any Defaulting Lender may not be increased or extended and the maturity of any of its Loans may not be extended, the rate of
interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case
without the consent of such Defaulting Lender and (y) any waiver, amendment, consent or modification requiring the consent
of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to
other affected Lenders shall require the consent of such Defaulting Lender.


 


Notwithstanding any
provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the L/C
Issuers, the Borrower and the Lenders affected thereby to amend the definition of “Alternative Currency” or “Eurocurrency
Rate” or Section 1.06 solely to add additional currency options and the applicable interest rate with respect
thereto, in each case solely to the extent permitted pursuant to Section 1.06.


 


Notwithstanding anything
to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of
the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer
be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall
have no other commitment or obligation hereunder and shall have been paid in full all principal, interest and other amounts owing
to it or accrued for its account under this Agreement.


 


Notwithstanding any
provision herein to the contrary, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission,
mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules
and exhibits thereto), then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision
to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without
any further action or consent of any other party to this Agreement.





 






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10.02            Notices;
Effectiveness; Electronic Communication.


 


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


 


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


 


(ii)            if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).


 


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


 


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


 


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


 






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


 


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


 


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


 






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10.03         No
Waiver; Cumulative Remedies; Enforcement.


 


No failure by any Lender,
any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power
or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof
or the exercise of any other right, remedy,


power or privilege. The rights, remedies,
powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by Law.


 


Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan
Documents against the Borrower or any of them shall be vested exclusively in, and all actions and proceedings at law in connection
with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02
for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit
(a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in
its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) an L/C Issuer or the Swing Line Lender
from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or the Swing Line Lender,
as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance
with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of
claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any
Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder
and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative
Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and
(d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required
Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.


 


10.04         Expenses;
Indemnity; Damage Waiver.


 


(a)           Costs
and Expenses. The Borrower shall pay (i) all reasonable, documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in
connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery
and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable,
documented out-of-pocket expenses incurred by the L/C Issuers in connection with the issuance, amendment, renewal, reinstatement
or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented out-of-pocket
expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any
counsel for the Administrative Agent, any Lender or any L/C Issuer) in connection with the enforcement or protection of its rights
(A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable, documented out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


 






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(b)           Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each
Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an
 “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the fees, charges and disbursements of one primary counsel to the Indemnitees
taken as a whole and, if reasonably necessary, one local counsel to the Indemnitees taken as a whole in each relevant
jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and one or more additional counsel in
each relevant jurisdiction if one or more conflicts of interest, or perceived conflicts of interest, arise (which shall be
limited to one counsel for each group of similarly affected Indemnitees)), incurred by any Indemnitee or asserted against any
Indemnitee by any Person (including the Borrower) arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the syndication of Commitments hereunder, the performance by the parties hereto of their respective obligations
hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the
Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the
other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or
Letter of Credit or the use or proposed use of the proceeds thereof (including any refusal by an L/C Issuer to honor a demand
for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit) and (iii) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by
the Borrower, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR
ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to
have resulted from either (A) the bad faith, gross negligence or willful misconduct of such Indemnitee, (B) the
material breach of such Indemnitee’s obligations hereunder or under any other Loan Document or (C) a dispute
solely among Indemnitees (other than any claims against any Indemnitee in its capacity as the Administrative Agent or an
Arranger or any similar role under the Loan Documents) and not arising out of any act or omission of the Borrower or any of
its Subsidiaries or Affiliates. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any
non-Tax claim.


 


(c)           Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection
(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any
L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent), such L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s
pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each
Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect
of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against
the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender in its capacity as such, or against
any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing
Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject
to the provisions of Section 2.12(d).


 






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(d)           Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby
waives, and acknowledges that no other Person shall have, any claim against any of the Administrative Agent (and any sub-agent
thereof), the Arrangers, the Lenders and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person
being called a “Protected Person”), on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or
Letter of Credit or the use of the proceeds thereof. No Protected Person shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed to such unintended recipients by such Protected Person
through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the bad
faith, gross negligence or willful misconduct of such Protected Person as determined by a final and nonappealable judgment of a
court of competent jurisdiction.


 


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


 


(f)            Survival.
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation
of the Administrative Agent, the L/C Issuers and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all the other Obligations.


 


10.05         Payments
Set Aside.


 


To the extent that
any payment by or on behalf of the Borrower is made to the Administrative Agent, an L/C Issuer or any Lender, or the Administrative
Agent, an L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement
entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver
or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from
or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a
rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery
or payment. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.


 






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10.06         Successors
and Assigns.


 


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


 


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


 


(i)            Minimum
Amounts.


 


(A)           in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or contemporaneous assignments
to related Approved Funds (determined after giving effect to such Assignments) that equal at least the amount specified in paragraph
(b)(i)(B) of this Section in the aggregate and the Loans at the time owing to it or in the case of an assignment
to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B)            in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of
the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld
or delayed).


 


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


 






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


 


(A)           the
consent of the Borrower (such consent not to be unreasonably withheld or delayed, it being understood that withholding consent
to an assignment to a Person who is not capable of lending to the Borrower in one or more Alternative Currencies or is not capable
of lending to the Borrower in one or more Alternative Currencies without the imposition of any Indemnified Taxes is reasonable)
shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such
assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have
consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business
Days after having received notice thereof;


 


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


 


(C)            the
consent of each L/C Issuer and the consent of the Swing Line Lender (in each case, not to be unreasonably withheld or delayed)
shall be required for any assignment.


 


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


 


(v)           No
Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or to
a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons).


 


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


 






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


 


(c)           Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for Tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent
thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and
the Borrower, the Administrative Agent, the L/C Issuers and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection
by the Borrower, any L/C Issuer and any Lender, at any reasonable time and from time to time upon reasonable prior notice. No assignment
shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this subsection.


 


(d)           Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, any L/C Issuer or
the Swing Line Lender, sell participations to any Person (other than a natural Person, or a holding company, investment
vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower
or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of
such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the
Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender
shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any
participation.


 






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Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees
that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements
and limitations therein, including the requirements under Section 3.01(e)) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the
documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation); provided
that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an
assignee under subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under
Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation
would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in
Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at
the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions
of Section 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled
to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject
to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose
as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the
principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents
(the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any
portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to
the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register
shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 


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


 






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(f)            Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any
time any L/C Issuer or the Swing Line Lender, as applicable, assigns all of its Commitment and Loans pursuant to subsection
(b) above, such L/C Issuer or Swing Line Lender may (i) upon 30 days’ notice to the Borrower and the
Lenders, resign as L/C Issuer and/or (ii)  upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In
the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among
the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of the applicable L/C Issuer or Swing Line Lender as an
L/C Issuer or a Swing Line Lender, as the case may be. If an L/C Issuer resigns as L/C Issuer, it shall retain all the
rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including
the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender,
(a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring L/C Issuer or Swing Line Lender, as the case may be (other than as provided in Section 3.01(g)) and
(b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements satisfactory to the applicable resigning L/C Issuer to
effectively assume the obligations of such resigning L/C Issuer with respect to such Letters of Credit.


 


10.07         Treatment
of Certain Information; Confidentiality.


 


Each of the
Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
employees, advisors (including legal counsel), independent auditors and other experts, agents or representatives (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information
and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory
authority having jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any
order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by
compulsory legal process (in which case such Person will inform the Borrower promptly thereof to the extent practicable and
not prohibited by law, rule or regulation), (d) to any other party hereto, (e) in connection with the exercise
of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any
other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights and obligations under this Agreement, or any Eligible Assignee invited to be
a Lender pursuant to Section 2.15(d) or Section 2.16(c) or (ii) any actual or
prospective party (or its partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and
representatives) to any swap, derivative or other transaction under which payments are to be made by reference to the
Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating
agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder, (ii) the
provider of any Platform or other electronic delivery service used by the Administrative Agent, any L/C Issuer or the Swing
Line Lender to deliver Borrower Materials or notices to the Lenders or (iii) the CUSIP Service Bureau or any similar
agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit
facilities provided hereunder, (h) with the consent of the Borrower, (i) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this Section, (y) becomes available to the
Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates from a source other than the Borrower
that is not to such Lender’s knowledge subject to confidentiality obligations to the Borrower or (z) is
independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or
violating the terms of this Section 10.07 or (j) for purposes of establishing a “due diligence”
defense. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information
about this Agreement to market data collectors, similar service providers to the lending industry and service providers to
the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents
and the Commitments. For purposes of this Section, “Information” means all information received from the
Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior
to disclosure by the Borrower or any Subsidiary; provided that, in the case of information received from the Borrower
or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of
such Information as such Person would accord to its own confidential information.


 






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


 


10.08         Right
of Setoff.


 


If an Event of Default
shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency, but excluding deposits in (a) payroll accounts,
(b) health savings accounts, worker’s compensation accounts and other employee benefits accounts and (c) withholding
tax accounts) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or
any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now
or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates,
irrespective of whether or not such Lender, L/C Issuer or Affiliate shall have made any demand under this Agreement or any other
Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate
of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness;
provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so
set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of
Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed
held in trust for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and (y) the Defaulting Lender
shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting
Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates
under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such
L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Borrower and the Administrative
Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.


 


10.09         Interest
Rate Limitation.


 


Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to
the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the
extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather
than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread
in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 






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10.10         Counterparts;
Integration; Effectiveness.


 


This Agreement and
the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other
Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer,
constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements
and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery
of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.


 


10.11         Survival
of Representations and Warranties.


 


All representations
and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


 


10.12         Severability.


 


If any provision of
this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that
the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as
determined in good faith by the Administrative Agent, any L/C Issuer or the Swing Line Lender, as applicable, then such provisions
shall be deemed to be in effect only to the extent not so limited.


 






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10.13         Replacement
of Lenders.


 


If the Borrower is
entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or
a Non-Consenting Lender (including for these purposes a Lender who fails to provide consent under the provisions of Section 1.06)
or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign
and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06),
all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04)
and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


(a)           the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b);


 


(b)           such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts);


 


(c)           in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to
be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


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


 


(e)           in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


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


 


Each party hereto agrees
that (a) an assignment required pursuant to this Section 10.13 may be effected pursuant to an Assignment and Assumption
executed by the Borrower, the Administrative Agent and the assignee and (b) the Lender required to make such assignment need
not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the
terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree
to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided,
further that any such documents shall be without recourse to or warranty by the parties thereto.


 


Notwithstanding anything
in this Section 10.13 to the contrary, (i) any Lender that acts as an L/C Issuer may not be replaced hereunder
at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing
of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer
or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory
to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the
Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.


 


10.14         Governing
Law; Jurisdiction; Etc.


 


(a)           GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT
OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER
LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 






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(b)           SUBMISSION
TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION,
LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE,
AGAINST ANY OTHER PARTY HERETO, OR ANY RELATED PARTY OF THE FOREGOING, IN ANY WAY RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF
NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION
OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


(c)           WAIVER
OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)           SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.


 


10.15         Waiver
of Jury Trial.


 


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


 






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10.16         No
Advisory or Fiduciary Responsibility.


 


In connection
with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its
Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided
by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the
Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand,
(B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions
of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the
Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the
relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of
its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any
obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the
Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, nor
any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest
extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against the Administrative
Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection
with any aspect of any transaction contemplated hereby.


 


10.17         Electronic
Execution of Assignments and Certain Other Documents.


 


The words “execute,”
 “execution,” “signed,” “signature,” and words of like import in or related to any document
to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment
and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall
be deemed to include Electronic Signatures (as defined herein) (including, without limitation, facsimile and .pdf) and shall be
considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For the avoidance
of doubt, the authorization under this Section 10.17 may include, without limitation, use or acceptance by the Administrative
Agent of a manually signed paper communication which has been converted into electronic form (such as scanned into .pdf format),
or an electronically signed communication converted into another format, for transmission, delivery and/or retention. Notwithstanding
anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in
any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided,
further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic
Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf
of the Borrower without further verification and (b) upon the request of the Administrative Agent or any Lender any Electronic
Signature shall be promptly followed by a manually executed, original counterpart. “Electronic Record” and “Electronic
Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time
to time.


 






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10.18         USA
PATRIOT Act.


 


Each Lender that is
subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “PATRIOT Act”) and, to the extent the Borrower qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation, it is required to (i) obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act and (ii) obtain a certification
regarding beneficial ownership required by the Beneficial Ownership Regulation. The Borrower shall, promptly following a request
by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such
Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money
laundering rules and regulations, including the Act and the Beneficial Ownership Regulation.


 


10.19         Judgment
Currency.


 


If, for the
purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one
currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures
the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on
which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative
Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the
 “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable
provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the
Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so
due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal
banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so
purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower in the Agreement
Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so
purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the
Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any
other Person who may be entitled thereto under applicable Law).


 


10.20         ENTIRE
AGREEMENT.


 


THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


10.21         Acknowledgement
and Consent to Bail-In of EEA Financial Institutions.


 


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


 


(a)           the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any Lender or L/C Issuer 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;


 






    106


     


    

 


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


 


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


 


10.22         Acknowledgement
Regarding Any Supported QFCs.


 


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


 


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


 


(b)           As
used in this Section 10.22, the following terms have the following meanings:


 


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


 


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


 


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


 


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


 






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


 


		QUALCOMM INCORPORATED



 


	 	By:	/s/ Neil Martin
	 	Name:	Neil Martin
	 	Title:	Senior Vice President and Treasurer


 


[Signature Page to Credit Agreement]


 






     


     


    

 


		bank of america,
                            n.a., as 

Administrative Agent



 


	 	By:	/s/ Cindy Jordan
	 	Name:	Cindy Jordan
	 	Title:	Assistant Vice President


 


[Signature Page to Credit Agreement]


 






     


     


    

 


		bank of america,
                            n.a., as a Lender, L/C Issuer 

and Swing Line Lender



 


	 	
        By:
	
        /s/ Jeannette Lu

	 	Name:	Jeannette Lu
	 	Title:	Director



 


[Signature Page to Credit Agreement]


 






     


     


    

 


		GOLDMAN SACHS
                            BANK USA, as a Lender and 

L/C Issuer



 


	 	
        By:
	
        /s/ Rebecca Kratz

	 	Name:	Rebecca Kratz
	 	Title:	Authorized Signatory



 


[Signature Page to Credit Agreement]


 






     


     


    

 


		JPMORGAN
                            CHASE BANK, n.a., as
                            a Lender and 

L/C Issuer



 


	 	
        By:
	
        /s/ John Kowalczuk

	 	Name:	John Kowalczuk
	 	Title:	Executive Director


 


[Signature Page to Credit Agreement]


 






     


     


    

 


		BARCLAYS
                            BANK PLC, as a Lender



 


	 	
        By:
	
        /s/ Martin Corrigan

	 	Name:	Martin Corrigan
	 	Title:	Vice President



 


[Signature Page to Credit Agreement]


 






     


     


    

 


		BNP PARIBAS,
                            as a Lender



 


	 	
        By:
	
        /s/ Barbara Nash

	 	Name:	Barbara Nash
	 	Title:	Managing Director


 


	 	
        By:
	
        /s/ Chief Marbumrung

	 	Name:	Chief Marbumrung
	 	Title:	Vice President



 


[Signature Page to Credit Agreement]


 






     


     


    

 


		CITIBANK,
                            N.A., as a Lender



 


	 	
        By:
	
        /s/ Robert Shaw

	 	Name:	Robert Shaw
	 	Title:	Vice President


 


[Signature Page to Credit Agreement]


 






     


     


    

 





 


	 	DEUTSCHE
BANK AG NEW YORK BRANCH, as a Lender
	 	 	 
	 	By:	 /s/ Annie Chung
	 	Name: 	Annie Chung
	 	Title:	Director



 


	 	By:	/s/ Ming K. Chu
	 	Name: 	Ming K. Chu
	 	Title:	Director




 


[Signature Page to Credit Agreement]


 






    


     


    

 


	 	MIZUHO BANK, LTD.,
as a Lender
	 	 	 
	 	By:	/s/ Tracy Rahn
	 	Name: 	Tracy Rahn
	 	Title:	Executive Director




 


[Signature Page to Credit Agreement]


 






    


     


    

 


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




 


[Signature Page to Credit Agreement]


 






    


     


    

 


	 	MUFG Bank, Ltd.,
as a Lender
	 	 	 
	 	By:	/s/ Lillian Kim
	 	Name: 	Lillian Kim
	 	Title:	Director




 


[Signature Page to Credit Agreement]


 






    


     


    

 


	 	BANK OF CHINA,
LOS ANGELES BRANCH, as a Lender
	 	 	 
	 	By:	/s/ Yong Ou
	 	Name: 	Yong Ou
	 	Title:	SVP & Branch Manager




 


[Signature Page to Credit Agreement]


 






    


     


    

 


	 	CREDIT SUISSE
AG, NEW YORK BRanCH, as a Lender
	 	 	 
	 	By:	/s/ Doreen Barr
	 	Name: 	Doreen Barr
	 	Title:	Authorized Signatory



 


	 	By:	  /s/ Komal Shah
	 	Name: 	Komal Shah
	 	Title:	Authorized Signatory




 


[Signature Page to Credit Agreement]


 






    


     


    

 


	 	SUMITOMO
MISTUI BANKING CORPORATION, as a Lender
	 	 	 
	 	By:	/s/ Jun Ashley
	 	Name: 	Jun Ashley
	 	Title:	Director




 


[Signature Page to Credit Agreement]


 






    


     


    

 


	 	U.S. bank
national association, as a Lender
	 	 	 
	 	By:	  /s/ Susan M. Bowes
	 	Name: 	Susan M. Bowes
	 	Title:	Senior Vice President




 


[Signature Page to Credit Agreement]