Exhibit 10.1


 


Execution Version


 


Deal CUSIP Number: 29290KAE3

Revolving Credit Agreement CUSIP Number: 29290KAF0


 


amended
and restated REVOLVING CREDIT AGREEMENT


 


Dated
as of june 3, 2022


 


among


 


ENLINK
MIDSTREAM, LLC,

as the Borrower,


 


BANK
OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and L/C Issuer,


 


and


 


The
Other Lenders Party Hereto


 


BOFA
SECURITIES, INC.,

Citibank, N.A.,

Mizuho Bank, Ltd.,


MUFG BANK, LTD.,


PNC BANK, NATIONAL ASSOCIATION,


RBC CAPITAL MARKETS,


TD SECURITIES (USA) LLC,


TRUIST SECURITIES, INC.


AND

WELLS FARGO SECURITIES, LLC


as joint
Lead Arrangers


 


BANK
OF AMERICA, N.A.,

Citibank, N.A.,

Mizuho Bank, Ltd.,


MUFG BANK, LTD.,


PNC BANK, NATIONAL ASSOCIATION,


ROYAL BANK OF CANADA,


THE TORONTO-DOMINION BANK, NEW YORK BRANCH,


TRUIST BANK


AND

WELLS FARGO BANK, N.A.,


AS CO-SYNDICATION AGENTS


 






     


     


    

 


table
of contents


 


	 	Page
	 	 
	ARTICLE I.
	DEFINITIONS AND ACCOUNTING TERMS	1
	1.01. 	Defined Terms	1
	1.02. 	Other Interpretive Provisions	31
	1.03. 	Accounting Terms	31
	1.04. 	Rounding	32
	1.05. 	Times of Day	32
	1.06. 	Letter of Credit Amounts	32
	1.07. 	Divisions	32
	1.08. 	Interest Rates	33
	ARTICLE II.
	the COMMITMENTS and Credit Extensions	33
	2.01. 	Committed Loans	33
	2.02. 	Borrowings, Conversions and Continuations of Committed Loans	33
	2.03. 	Letters of Credit	35
	2.04. 	Swing Line Loans	44
	2.05. 	Prepayments	47
	2.06. 	Termination or Reduction of Commitments	48
	2.07. 	Repayment of Loans	48
	2.08. 	Interest	48
	2.09. 	Fees	49
	2.10. 	Computation of Interest and Fees	49
	2.11. 	Evidence of Debt	50
	2.12. 	Payments Generally; Administrative Agent’s Clawback	50
	2.13. 	Sharing of Payments by Lenders	53
	2.14. 	Extension of Maturity Date	53
	2.15. 	Increase
in Commitments	55
	2.16. 	Cash
Collateral	56
	2.17. 	Defaulting Lenders	57
	2.18. 	ESG Provisions	60
	ARTICLE III.
	TAXES, YIELD PROTECTION AND ILLEGALITY	60
	3.01. 	Taxes	60



 








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Table
of Contents

(continued)


 


	 	Page
	 	 
	3.02. 	Illegality	65
	3.03. 	Inability to Determine Rates	66
	3.04. 	Increased Costs; Reserves on Term SOFR Loans	68
	3.05.	 Compensation for Losses	69
	3.06. 	Mitigation Obligations; Replacement of Lenders	70
	3.07. 	Survival	70
	ARTICLE IV.
	CONDITIONS PRECEDENT TO Credit Extensions	70
	4.01.	 Conditions to Closing	70
	4.02. 	Conditions to all Credit Extensions	72
	ARTICLE V.
	REPRESENTATIONS AND WARRANTIES	73
	5.01. 	Existence, Qualification and Power	73
	5.02. 	Authorization; No Contravention	73
	5.03. 	Governmental Authorization; Other Consents	73
	5.04. 	Binding Effect	74
	5.05. 	Financial Statements; No Material Adverse Effect	74
	5.06. 	Litigation	74
	5.07. 	No Default	74
	5.08. 	Ownership of Property	75
	5.09. 	Environmental Compliance	75
	5.10. 	Insurance	75
	5.11. 	Taxes	75
	5.12. 	ERISA Compliance	75
	5.13. 	Margin Regulations; Investment Company Act	76
	5.14. 	Disclosure	76
	5.15. 	Compliance with Laws	77
	5.16. 	Solvency	77
	5.17. 	OFAC	77
	5.18. 	Anti-Corruption Laws	77
	5.19. 	EEA Financial Institution	77



 






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Table
of Contents

(continued)


 


	 	Page
	 	 
	ARTICLE VI.
	AFFIRMATIVE COVENANTS	77
	6.01. 	Financial Statements	78
	6.02. 	Certificates; Other Information	78
	6.03.	 Notices	80
	6.04. 	Payment of Taxes, Etc.	80
	6.05. 	Preservation of Existence, Etc.	80
	6.06. 	Maintenance of Properties	80
	6.07. 	Maintenance of Insurance	80
	6.08. 	Compliance with Laws	81
	6.09. 	Books and Records	81
	6.10. 	Inspection Rights	81
	6.11. 	Use of Proceeds	81
	6.12. 	Clean Down Period	82
	6.13. 	Anti-Corruption Laws; Sanctions	82
	ARTICLE VII.
	NEGATIVE COVENANTS	82
	7.01. 	Liens	82
	7.02. 	Indebtedness	84
	7.03. 	Fundamental Changes; Dispositions	85
	7.04. 	Change in Nature of Business	85
	7.05. 	Transactions with Affiliates	86
	7.06. 	Burdensome Agreements	86
	7.07. 	Use of Proceeds	87
	7.08. 	Financial Covenant	87
	7.09. 	Sanctions	87
	7.10. 	Anti-Corruption Laws	87
	ARTICLE VIII.
	EVENTS OF DEFAULT AND REMEDIES	88
	8.01. 	Events of Default	88
	8.02.	 Remedies Upon Event of Default	90
	8.03. 	Application of Funds	91



 






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Table
of Contents

(continued)


 


	 	Page
	 	 
	ARTICLE IX.
	ADMINISTRATIVE AGENT	92
	9.01. 	Appointment and Authority	92
	9.02. 	Rights as a Lender	92
	9.03. 	Exculpatory Provisions	92
	9.04. 	Reliance by Administrative Agent	93
	9.05. 	Delegation of Duties	93
	9.06.	 Resignation of Administrative Agent	94
	9.07. 	Non-Reliance on Administrative Agent and Other Lenders	95
	9.08. 	No Other Duties, Etc.	95
	9.09. 	Administrative Agent May File Proofs of Claim	95
	9.10. 	Certain ERISA Matters	96
	9.11. 	Recovery of Erroneous Payments	97
	ARTICLE X.
	MISCELLANEOUS	98
	10.01. 	Amendments, Etc.	98
	10.02.	 Notices; Effectiveness; Electronic Communication	99
	10.03. 	No Waiver; Cumulative Remedies; Enforcement	101
	10.04.	 Expenses; Indemnity; Damage Waiver	102
	10.05. 	Payments Set Aside	104
	10.06. 	Successors and Assigns	105
	10.07. 	Treatment of Certain Information; Confidentiality	110
	10.08. 	Right of Setoff	111
	10.09. 	Interest Rate Limitation	111
	10.10. 	Counterparts; Integration; Effectiveness	111
	10.11. 	Survival of Representations and Warranties	112
	10.12. 	Severability	112
	10.13. 	Replacement of Lenders	112
	10.14. 	Governing Law; Jurisdiction; Etc.	113
	10.15. 	Waiver of Jury Trial	114
	10.16. 	No Advisory or Fiduciary Responsibility	114



 






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Table
of Contents

(continued)


 


	 	 	Page
	 	 	 
	10.17. 	Electronic Execution of This Agreement, Assignments and
Certain Other Documents	115
	10.18. 	USA PATRIOT Act	116
	10.19. 	Time of the Essence	116
	10.20. 	Acknowledgement and Consent to Bail-In of Affected Financial
Institutions	116
	10.21.	 Acknowledgment Regarding Any Supported QFCs	117
	10.22. 	Exiting Lenders; Reallocation of Revolving Credit Exposures	118
	10.23. 	Amendment and Restatement	119
	10.24. 	Existing Eurodollar Rate Loans	119
	10.25. 	Entire Agreement	119







 






    	 	-v-	 



     


    

 


Table
of Contents

(continued)


 


SCHEDULES


 


	 	1.01(a)	Existing Letters of Credit
	 	1.01(b)	L/C Issuer Sublimits
	 	2.01	Commitments and Applicable Percentages
	 	5.06	Litigation
	 	5.12	ERISA
	 	5.15	Compliance with Laws
	 	7.01(p)	Existing Intercompany Obligations
	 	10.02	Administrative Agent’s Office; Certain Addresses for Notices



 


EXHIBITS


 


	 	Form of
	 	A	Committed Loan Notice
	 	B	Swing Line Loan Notice
	 	C	Revolving Note
	 	D	Forms of U.S. Tax Compliance Certificates
	 	E	Guaranty Agreement
	 	F	Opinion Matters
	 	G	Compliance Certificate
	 	H-1	Assignment and Assumption
	 	H-2	Administrative Questionnaire



 






    	 	-vi-	 



     


    

 



 


AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT


 


This AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of June 3, 2022, among ENLINK MIDSTREAM, LLC, a Delaware
limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders”
and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Bank
of America, N.A., Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, Royal Bank of Canada,
The Toronto-Dominion Bank, New York Branch, Truist Bank and Wells Fargo Bank, N.A., as Co-Syndication Agents.


 


The Borrower, certain of the
Lenders and other financial institutions party thereto as lenders and Bank of America, as administrative agent, swing line lender and
letter of credit issuer are parties to that certain Revolving Credit Agreement dated as of December 11, 2018 (the “Existing
Credit Agreement”) pursuant to which the lenders thereunder provided a revolving credit facility to the Borrower.


 


The Borrower, the Lenders
and the Administrative Agent desire to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein.


 


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


 


ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS


 


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


 


“Acquired Indebtedness”
means, as to any Person, Indebtedness of any other Person existing at the time such other Person is merged with or becomes a Subsidiary
of such specified Person (regardless of the form of the applicable transaction by which such Person becomes a Subsidiary), and not incurred
in contemplation of such acquisition.


 


“Acquisition”
means the direct or indirect purchase or acquisition, whether in one or more related transactions, by the Borrower or any of its Subsidiaries
of any Person or group of Persons (or any equity interest in any Person or group of Persons) or any related group of assets, liabilities,
or securities of any Person or group of Persons, other than acquisitions of property in the ordinary course of business.


 


“Acquisition Period”
means a period commencing with the date on which payment of the purchase price for a Specified Acquisition is made and ending on the earlier
of (a) the last day of the third fiscal quarter following the fiscal quarter in which such payment is made, and (b) the date
on which the Borrower notifies the Administrative Agent that it desires to end the Acquisition Period for such Specified Acquisition;
provided, that, (i) once any Acquisition Period is in effect, the next Acquisition Period may not commence until the
termination of such Acquisition Period then in effect and (ii) the Borrower may not terminate an Acquisition period under clause
(b) above unless, after giving effect to the termination of such Acquisition Period (and before giving effect to any subsequent Acquisition
Period), the Borrower shall be in compliance with Section 7.08 and no Default or Event of Default shall have occurred and
be continuing. For the avoidance of doubt, there may be no more than one Acquisition Period with respect to any Specified Acquisition.


 






     


     


    

 


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


 


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


 


“Administrative Questionnaire”
means an Administrative Questionnaire in substantially the form of Exhibit H-2 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.


 


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


 


“Agreement”
means this Amended and Restated Revolving Credit Agreement.


 


“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 2.17. If the commitment of each
Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02
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. 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:


 


	Applicable Rate
	Pricing
    Level	 	 	Debt Ratings

    S&P/Moody’s	 	 	Commitment


                                            Fee	 	 	 	Term
                                            SOFR +
 Letters
                                            of

 Credit
	 	 	 	Base
                                            Rate 

+	 
	1	 	 	≥ BBB+/Baa1	 	 	0.125	%	 	 	1.125	%	 	 	0.125	%
	2	 	 	BBB/Baa2	 	 	0.150	%	 	 	1.250	%	 	 	0.250	%
	3	 	 	BBB-/Baa3	 	 	0.200	%	 	 	1.500	%	 	 	0.500	%
	4	 	 	BB+/Ba1	 	 	0.250	%	 	 	1.625	%	 	 	0.625	%
	5	 	 	BB/Ba2	 	 	0.300	%	 	 	1.750	%	 	 	0.750	%
	6	 	 	≤ BB-/Ba3	 	 	0.350	%	 	 	2.000	%	 	 	1.000	%



 






    	 	-2-	 



     


    

 


“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; 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 6 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, then the other rating agency shall be deemed to have established a Debt Rating of the same level; and (d) if
the Borrower does not have any Debt Rating, Pricing Level 6 shall apply. 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 S&P or Moody’s
shall change, or if any 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.


 


The Applicable Rate and Commitment
Fee rate shall, in each case, be determined and adjusted based on the ESG Provisions and the KPI Pricing Adjustments then in effect (if
any), in each case subject to the KPI Pricing Adjustment Limitations.


 


“Approved Consultant’s
Report” means a report by Barnes & Click, Inc., Purvin & Gertz, Oil & Gas Advisors, Inc.
or another consultant selected by the Borrower and reasonably acceptable to the Administrative Agent confirming that the assumptions used
by the Borrower in the adjustments to Consolidated EBITDA in connection with any Acquisition are reasonable.


 


“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., Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, RBC Capital
Markets, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, each in its capacity as joint lead arranger
and active or passive book manager, as applicable.


 






    	 	-3-	 



     


    

 


“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 H-1 or any
other form (including electronic documentation generated by MarkitClear or other 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 sheets of the Borrower and its Subsidiaries for the fiscal year ended December 31,
2021, 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.


 


“Available Cash”
means for any fiscal quarter, has the meaning set forth in the Organization Documents of ENLK as in effect on the Closing Date.


 


“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 the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.


 


“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 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 Bank of America as its “prime rate”,
provided that such rate shall never be less than zero, and (c) the Term SOFR plus 1.00%. The “prime rate” is a
rate set by Bank of America based upon various factors including Bank of America’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 Bank of America 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.


 






    	 	-4-	 



     


    

 


“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.


 


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


 


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


 


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


 


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


 


“Borrower LLC Agreement”
means the Second Amended and Restated Operating Agreement of the Borrower, dated as of January 25, 2019.


 


“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 is located.


 


“Capital Lease”
means any lease (other than an Operating Lease) of any property by the Borrower or any of its Subsidiaries, as lessee, that should, in
accordance with GAAP, be classified and accounted for as a capital lease on a consolidated balance sheet of the Borrower and its Subsidiaries.


 


“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, payment Obligations in respect of Swing Line Loans, or obligations of the Lenders to fund participations
in respect of either thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent and the L/C
Issuer or Swing Line Lender benefitting from such collateral 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 the L/C Issuer or the Swing Line Lender (as
applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of
such cash collateral and other credit support.


 






    	 	-5-	 



     


    

 


“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 and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each
case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted
or issued.


 


“Change of Control”
means an event or series of events by which:


 


(a)            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), other than the Qualifying Owners, becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall
be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether
such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly
or indirectly, of 50% or more of the equity securities of EnLink Manager entitled to vote for members of the board of directors or equivalent
governing body of EnLink Manager on a fully-diluted basis (and taking into account all such securities that such person or group has the
right to acquire pursuant to any option right);


 


(b)            during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of EnLink
Manager cease to be composed of individuals appointed by the Qualifying Owners;


 


(c)            EnLink
Manager ceases to be the managing member of the Borrower;


 


(d)            EnLink
Manager ceases to be a Subsidiary of GIP; or


 


(e)            the
Borrower ceases to own, directly or indirectly, (i) 100% of the Equity Interests of EnLink GP, or any successor controlling entity
of the Guarantor, and (ii) at least 50.1% of the common equity interests of the Guarantor and at least 50.1% of the fully-diluted
Equity Interests of the Guarantor.


 


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


 


“CME” means
CME Group Benchmark Administration Limited.


 






    	 	-6-	 



     


    

 


“Code”
means the Internal Revenue Code of 1986.


 


“Commercial Operation
Date” has the meaning set forth in the definition of Material Project EBITDA Adjustments.


 


“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 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.


 


“Commitment Fee”
means the fee described in and payable pursuant to Section 2.09(a).


 


“Commitment Increase”
has the meaning specified in Section 2.15(a).


 


“Committed Borrowing”
means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Term SOFR 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 Term SOFR Loans, pursuant to Section 2.02(a), which, if in writing, 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.


 


“Communication”
means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement,
disclosure or authorization related to any Loan Document.


 


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


 


“Conforming Changes”
means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR,
as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR” and “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 definitions of “Business Day” and “U.S. Government Securities Business
Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate,
in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) 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 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).


 






    	 	-7-	 



     


    

 


“Consent Period”
has the meaning specified in Section 2.15(a).


 


“Consolidated EBITDA”
means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such
period plus, without duplication, (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated
Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Borrower and
its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) non-cash items of the Borrower and its Subsidiaries
reducing such Consolidated Net Income, (v) other non-recurring items of the Borrower and its Subsidiaries reducing such Consolidated
Net Income, and (vi) without duplication, the Transaction Costs properly allocated to such period, if applicable, and minus (b) the
following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits
of the Borrower and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such period;
provided, however, notwithstanding the foregoing, actual cash distributions to the Borrower and its Subsidiaries by any Persons that are
not Subsidiaries shall be included in calculating Consolidated EBITDA.


 


Consolidated EBITDA shall
be calculated, on a pro forma basis, after giving effect to, without duplication, any Material Acquisition occurring during the period
commencing on the first day of such period to and including the date of such Material Acquisition (the “Reference Period”),
as if such Material Acquisition occurred on the first day of the Reference Period. In making the calculation contemplated by the preceding
sentence, Consolidated EBITDA attributable to such acquired Person or such acquired Property shall be determined in good faith by the
Borrower based on reasonable assumptions and shall take into account pro forma expenses that would have been incurred by the Borrower
and its Subsidiaries in the operation of such acquired Person or acquired Property, during such period computed on the basis of personnel
expenses for employees retained or to be retained by the Borrower and its Subsidiaries in the operation of such acquired Person or acquired
Property and non-personnel costs and expenses incurred by the Borrower and its Subsidiaries in the operation of the Borrower's and its
Subsidiaries' business at similarly situated facilities of the Borrower or any of its Subsidiaries; provided, however, that such pro forma
calculations shall be reasonably acceptable to the Administrative Agent if the Borrower does not provide the Administrative Agent with
an Approved Consultant's Report supporting such pro forma calculations.


 


Consolidated EBITDA shall
be calculated by deducting, to the extent previously included in the calculation for any relevant period, Consolidated EBITDA attributable
to a particular asset subject to a Material Disposition occurring during the period commencing on the first day of such period to and
including the date of such Material Disposition (the “Disposition Reference Period”), as if such Material Disposition
occurred on the first day of the Disposition Reference Period. In making the calculation contemplated by the preceding sentence, Consolidated
EBITDA attributable to such disposed asset or disposed Person shall be determined in good faith by the Borrower based on reasonable assumptions.


 






    	 	-8-	 



     


    

 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis,
the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including outstanding
Loans) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase
money Indebtedness, (c) all matured obligations then owed by the Borrower or any Subsidiary under or with respect to letters of credit
(including standby and commercial), bankers' acceptances, bank guaranties, surety bonds and similar instruments (i.e., excluding
letters of credit, bankers' acceptances, bank guaranties, surety bonds and similar instruments that have not been drawn upon), (d) all
obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course
of business), (e) Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations, (f) all Indebtedness
of the Borrower or any Subsidiary of the type referred to in clause (h) of the definition of “Indebtedness” in this Agreement,
(g) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through
(f) above of Persons other than the Borrower or any Subsidiary, and (h) all Indebtedness of the types referred to in clauses (a) through
(g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company)
in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse
to the Borrower or such Subsidiary.


 


“Consolidated Interest
Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all cash
interest and premium payments 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; provided that Transaction Costs shall be excluded from Consolidated Interest Charges to the
extent that such Transaction Costs would have otherwise been included in the calculation of Consolidated Interest Charges.


 


“Consolidated Net
Funded Indebtedness” means, as of any date of determination, (a) Consolidated Funded Indebtedness as of such date minus
(b) the lesser of (i) the amount of Unrestricted Cash of the Borrower and its Subsidiaries on a consolidated basis as of such
date and (ii) $50,000,000.


 


“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 Net
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Net Funded Indebtedness as of such
date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended on such date; provided, however, for
purposes of determining whether the Borrower is in pro forma compliance with Section 7.08 in connection with satisfying the
requirements of any covenant (other than the covenant set forth in Section 7.08), Consolidated EBITDA for purposes of this
clause (b) shall be Consolidated EBITDA for the period of the four fiscal quarters most recently ended on or prior to such date of
determination based on the financial statements most recently delivered pursuant to Section 6.01.


 






    	 	-9-	 



     


    

 


“Consolidated Net
Tangible Assets” means, with respect to any Person at any date of determination, the aggregate amount of total assets included
in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP, less applicable reserves
reflected in such balance sheet, after deducting the following amounts: (a) all current liabilities reflected in such balance sheet,
and (b) all goodwill, trade names, trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected
in such balance sheet.


 


“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.


 


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


 


“Daily Simple SOFR”
with respect to any applicable determination date means a rate per annum equal to the SOFR published on such date on the Federal Reserve
Bank of New York’s website (or any successor source); provided that if Daily Simple SOFR would otherwise be less than zero,
Daily Simple SOFR shall be deemed zero for purposes of this Agreement.


 


“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 and affecting the rights of creditors generally.


 


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


 


“Default Rate”
means (a) when used with respect to Obligations other than Letter of Credit Fees and Commitment 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 Term SOFR 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
and Commitment Fees, a rate equal to the Applicable Rate plus 2% per annum.


 






    	 	-10-	 



     


    

 


“Defaulting
Lender” means, subject to Section 2.17(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 determination that one or
more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically
identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the 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, the
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 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 proceeding
under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of
a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any
Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership
interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is
a Defaulting Lender under any one or more of clauses (a) through (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 2.17(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, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.


 


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


 


“Disqualified
Lender” means any Person that is (i) a competitor of the Borrower or any of its Subsidiaries identified from time to time
in writing by the Borrower to the Administrative Agent and the Lenders, (ii) set forth in the list delivered by the Borrower to the
Administrative Agent and the Lenders prior to the Closing Date, or (iii) any Affiliate of any Person described in either of the immediately
foregoing clauses (i) and (ii) that is reasonably identifiable solely on the basis of their name.


 


“Distribution Loan”
means a Loan which is made in whole or in part for the purpose of paying a Quarterly Distribution.


 






    	 	-11-	 



     


    

 


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


 


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


 


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


 


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


 


“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.


 


“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)).


 


“EnLink GP”
means EnLink Midstream GP, LLC, a Delaware limited liability company, and its successors and assigns as general partner of the Guarantor
or as the business entity with the ultimate authority to manage the business and operations of the Guarantor.


 


“EnLink Manager”
means EnLink Midstream Manager, LLC, a Delaware limited liability company, and its successors and assigns as managing member of the Borrower
or as the business entity with the ultimate authority to manage the business and operations of the Borrower.


 


“ENLK”
means EnLink Midstream Partners, LP, a Delaware limited partnership, and its successors and assigns.


 


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


 


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


 






    	 	-12-	 



     


    

 


“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 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, but in all cases excluding Indebtedness convertible into or exchangeable for Equity Interests.


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with any Loan Party within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 302 of ERISA
and Sections 412 and 430 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; (d) the filing
of a notice of intent to terminate a Pension Plan, 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 receipt by the Borrower or any ERISA Affiliate of notification that any Multiemployer Plan has been determined to be
in endangered or critical status within the meaning of Sections 431 and 432 of the Code or Sections 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.


 


“ESG Amendment”
has the meaning specified in Section 2.18.


 


“ESG Provisions”
has the meaning specified in Section 2.18.


 


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


 


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


 






    	 	-13-	 



     


    

 


“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 or otherwise under a Loan
Document pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other
than pursuant to an assignment request by the Borrower under Section 3.06(b)) or becomes a party to this Agreement or (ii) such
Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a) or (c)(i),
amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto
or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply
with Section 3.01(e), (d) any withholding Taxes imposed pursuant to FATCA, and (e) any U.S. federal backup withholding
Tax imposed pursuant to Section 3406 of the Code.


 


“Existing Credit
Agreement” has the meaning specified in the Recitals to this Agreement.


 


“Existing Letters
of Credit” means the letters of credit issued by L/C Issuers and described on Schedule 1.01(a).


 


“Existing Maturity
Date” has the meaning specified in Section 2.14(a).


 


“Exiting Lenders”
has the meaning specified in Section 10.22.


 


“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 equal to the weighted average of the rates on overnight Federal funds transactions with members
of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding Business Day, (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100
of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent, and (c) such rate shall
never be less than zero.


 






    	 	-14-	 



     


    

 


“Fee Letter”
means each of (a) the Mandate Letter, dated April 29, 2022, among the Borrower, the Guarantor, Bank of America and BofA Securities, Inc.
and (b) the Amended and Restated Administrative Agent Fee Letter, dated June 3, 2022, among the Borrower, the Guarantor and
Bank of America.


 


“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 Issuer, such Defaulting Lender’s Applicable Percentage
of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has
been reallocated to other 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 or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are
applicable to the circumstances as of the date of determination, consistently applied.


 


“GIP”
means Global Infrastructure Partners III-A/B, L.P., Global Infrastructure Partners III-C Intermediate, L.P., Global Infrastructure
Partners III-C2 Intermediate, L.P., Global Infrastructure Partners III-C Stetson AIV, L.P. and each of their Affiliates, and any funds,
partnerships or other investment vehicles Controlled by them or their Affiliates (excluding in each case, any portfolio companies).


 


“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).


 






    	 	-15-	 



     


    

 


“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,
so long as such Indebtedness or other obligation has not been guaranteed or assumed by such Person and is non-recourse to such Person
other than to the assets subject to such Lien (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any
such Lien), but limited to the fair market value of the assets securing such Indebtedness or other obligations. 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.


 


“Guarantor”
means EnLink Midstream Partners, LP, a Delaware limited partnership, and its successors and assigns.


 


“Guaranty Agreement”
means (a) that certain Amended and Restated Guaranty Agreement (Revolving Credit Agreement) by the Guarantor for the benefit of the
Administrative Agent, dated as of the Closing Date, in substantially the form of Exhibit E, and (b) any other guaranty
by a Subsidiary of the Obligations in substantially the form of Exhibit E.


 


“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.


 


“IFRS”
means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial
statements delivered under or referred to herein.


 


“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;


 






    	 	-16-	 



     


    

 


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


 


(d)            all
obligations (excluding earnout obligations that do not constitute indebtedness in accordance with GAAP) 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), but limited to the value of such property securing such indebtedness if
such indebtedness has not been guaranteed or assumed by such Person and is non-recourse to such Person other than to the assets subject
to such Lien;


 


(f)            Capital
Leases and Synthetic Lease Obligations;


 


(g)            all
mandatory obligations of such Person to purchase, redeem, retire or defease any Equity Interest in such Person or any other Person prior
to one year after the Maturity Date, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends;


 


(h)            all
liabilities of such Person under any receivables securitization facility or program that would be outstanding as principal at such time
thereunder if the same were structured as a secured lending arrangement rather than a purchase and sale arrangement; and


 


(i)            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 or a joint venturer, 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
any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“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 Maturity Date; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three months, the respective
dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; 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
Maturity Date.


 






    	 	-17-	 



     


    

 


“Interest Period”
means as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a
Term SOFR Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice, in
each case subject to Section 3.03; 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
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 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 Maturity Date.


 


“IRS” means
the United States Internal Revenue Service.


 


“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 L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.


 


“KPI” and
 “KPIs” have the meaning specified in Section 2.18.


 


“KPI Pricing Adjustment”
has the meaning specified in Section 2.18.


 


“KPI Pricing Adjustment
Limitations” has the meaning specified in Section 2.18.


 


“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.


 


“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.


 


“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.


 






    	 	-18-	 



     


    

 


“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, collectively, (a) Bank of America and each other Lender identified on Schedule 1.01(b) as of the Closing Date,
each in its individual capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder and (b) any
other Lender appointed as a replacement or additional “L/C Issuer” pursuant to the immediately succeeding sentence. The Administrative
Agent may, with the consent of the Borrower and the Lender in question in its sole discretion, or the Borrower may, with the consent of
the Lender in question in its sole discretion and notice to the Administrative Agent, appoint any Lender hereunder as an L/C Issuer in
place of or in addition to the L/C Issuers listed in clause (a). The Administrative Agent and the Borrower may amend Schedule 1.01(b) to
reflect any such appointment pursuant to the immediately preceding sentence.


 


“L/C Issuer Sublimit”
means with respect to each L/C Issuer, the amount set forth opposite such L/C Issuer’s name on Schedule 1.01(b) as such
Schedule may be amended or modified from time to time with the approval of the Borrower, the Administrative Agent and the applicable Lender
and/or L/C Issuer.


 


“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 1.06. 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”
has the meaning specified in the introductory paragraph hereto and, unless the context requires otherwise, includes the Swing Line Lender.


 


“Lender Parties”
and “Lender Recipient Party” means the Administrative Agent, the L/C Issuers and all Lenders.


 


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


 


“Letter of Credit”
means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder and
shall include the Existing Letters of Credit.


 


“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 L/C Issuer.


 


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


 






    	 	-19-	 



     


    

 


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


 


“Letter of Credit
Sublimit” means an amount equal to $500,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.


 


“Lien”
means any mortgage, pledge, hypothecation, collateral 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 and shall also include loans made or deemed made by a Lender in accordance with Sections 2.03(c)(ii), 2.04(c)(i) and
10.22(b).


 


“Loan Documents”
means this Agreement, each Revolving Note, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant
to the provisions of Section 2.16 of this Agreement, each Guaranty Agreement, and each Fee Letter.


 


“Loan Parties”
means, collectively, the Borrower, the Guarantor and the Subsidiary Guarantors.


 


“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties,
liabilities (actual or contingent), or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material
impairment of the rights and remedies of the Administrative Agent or the Lenders under any Loan Document, or of the ability of any Loan
Party to perform its payment obligations or any other material obligations under any Loan Document to which it is a party; or (c) a
material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which
it is a party.


 


“Material Acquisition”
means an Acquisition having an aggregate fair market value greater than $50,000,000.


 


“Material Disposition”
means any one or more related transactions pursuant to which the Borrower or any of its Subsidiaries sells assets (other than issuances
of Equity Interests by the Borrower and dispositions of assets in the ordinary course of business) to a third party having an aggregate
fair market value greater than $50,000,000.


 


“Material Project”
has the meaning set forth in the first paragraph of the definition of Material Project EBITDA Adjustment.


 






    	 	-20-	 



     


    

 


“Material Project
EBITDA Adjustments” means, with respect to the construction or expansion of any capital project of the Borrower or any of its
Subsidiaries, the aggregate capital cost of which (inclusive of capital costs expended prior to the acquisition thereof) is reasonably
expected by Borrower to exceed, or exceeds, $20,000,000 (each a “Material Project”):


 


(A)            on
any date prior to the date on which a Material Project has achieved commercial operation (the “Commercial Operation Date”)
(but including the fiscal quarter in which such Commercial Operation Date occurs), a percentage (based on the then-current completion
percentage of such Material Project) of an amount to be approved by Administrative Agent as the projected Consolidated EBITDA attributable
to such Material Project for the first 12-month period following the scheduled Commercial Operation Date of such Material Project, such
amount to be determined based on (i) contracts related to such Material Project, less expenses related thereto, and (ii) other
factors reasonably deemed appropriate by Administrative Agent, which amount may, at Borrower’s option, be added to actual Consolidated
EBITDA for purposes of the calculation of the ratios set forth in Section 7.08 for the fiscal quarter in which construction
or expansion of such Material Project commences and for each fiscal quarter thereafter until the Commercial Operation Date of such Material
Project (including the fiscal quarter in which such Commercial Operation Date occurs, but net of any actual Consolidated EBITDA attributable
to such Material Project); provided that if the actual Commercial Operation Date does not occur by the scheduled Commercial Operation
Date, then the foregoing amount of Material Project EBITDA Adjustments shall be reduced, for quarters ending after the scheduled Commercial
Operation Date to (but excluding) the first full quarter after its Commercial Operation Date, by the following percentage amounts depending
on the period of delay (based on the period of actual delay or then-estimated delay, whichever is longer): (i) 90 days or less, 0%,
(ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, (iv) longer
than 270 days but not more than 365 days, 75%, and (v) longer than 365 days, 100%; and


 


(B)            beginning
with the first full fiscal quarter following the Commercial Operation Date of a Material Project and for the two immediately succeeding
fiscal quarters, an amount equal to the projected Consolidated EBITDA attributable to such Material Project (determined in the same manner
as set forth in clause (A) above) for the balance of the four full fiscal quarter period following such Commercial Operation Date,
which may, at Borrower’s option, be added to actual Consolidated EBITDA for such fiscal quarters (but net of any actual Consolidated
EBITDA of the Borrower attributable to such Material Project);


 


provided however that, notwithstanding the foregoing,
(I) no such additions shall be allowed with respect to any Material Project unless: (y) not later than 30 days (or such shorter
period approved by the Administrative Agent in its sole discretion) prior to the delivery of any Compliance Certificate required by the
terms and provisions of Section 6.02(a), to the extent Material Project EBITDA Adjustments will be made to Consolidated EBITDA
in determining compliance with Section 7.08, the Borrower shall have delivered to the Administrative Agent written pro forma
projections of Consolidated EBITDA of the Borrower attributable to such Material Project, and (z) prior to the date such Compliance
Certificate is required to be delivered, the Administrative Agent shall have approved (such approval not to be unreasonably withheld,
conditioned or delayed) such projections and shall have received current estimates as to Material Project completion percentage, the expected
Commercial Operation Date, any known material delays with respect thereto, and such other information and documentation as the Administrative
Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; and (II) the aggregate
amount of all Material Project EBITDA Adjustments during any period shall be limited to 20% of the total actual Consolidated EBITDA for
such period (which total actual Consolidated EBITDA shall be determined without including any Material Project EBITDA Adjustments).


 






    	 	-21-	 



     


    

 


“Material Subsidiary”
means any Subsidiary of the Borrower whose total assets, as of the last day of the most recently ended fiscal quarter of the Borrower
for which financial statements have been delivered pursuant to Section 6.01(a) or Section 6.01(b), represent
at least 10% of the total assets of the Borrower and its Subsidiaries, as of such date of determination, on a consolidated basis.


 


“Maturity Date”
means the later of (a) date that is the fifth anniversary of the Closing Date and (b) if maturity is extended pursuant to Section 2.14,
such extended maturity date as determined pursuant to such Section; provided, however, that, in each case, if such date
is not a Business Day, the Maturity Date shall be the next preceding Business Day.


 


“Maturity Date Extension”
has the meaning specified in Section 2.14(a).


 


“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 100% of the Fronting Exposure
of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time plus the amount of all fees, costs and charges
described in Section 2.03(i) for each outstanding Letter of Credit scheduled to be paid through the expiry date of such
Letter of Credit, and (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance
with the provisions of Section 2.16(a)(i), (a)(ii) or (a)(iii), an amount equal to 100% of the Outstanding
Amount of all LC Obligations plus the amount of all fees, costs and charges described in Section 2.03(i) for each outstanding
Letter of Credit scheduled to be paid through the expiry date of such Letter of Credit.


 


“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.


 


“New Lender”
means CoBank, ACB.


 


“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.


 






    	 	-22-	 



     


    

 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of any Loan Party or any Subsidiary arising under any
Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the
commencement by or against any Loan Party or any Subsidiary 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.


 


“Operating Lease”
means (i) an operating lease under GAAP, (ii) any lease that was treated as an operating lease under GAAP at the time it was
entered into that later becomes a capital lease as a result of a change in GAAP during the life of such lease, including any renewals,
and (iii) any lease that would have been classified as an operating lease in accordance with GAAP as in effect on December 31,
2017, whether or not such lease was in effect on such date.


 


“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).


 


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


 






    	 	-23-	 



     


    

 


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


 


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


 


“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” (as such term is defined in Section 3(2) of ERISA) (including a Multiple
Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower or any ERISA Affiliate and is either covered
by Title IV of ERISA or is subject to the minimum funding standards under Sections 412 and 430 of the Code or Section 302 of
ERISA.


 


“Permitted Receivables
Financing” means a receivables securitization facility or program of the Borrower or any Subsidiary, the obligations under which
are non-recourse (except for representations, warranties, covenants, repurchase obligations and indemnities, in each case, that are reasonably
customary for a seller or servicer of assets transferred in connection with such a facility or program) to the Borrower and the Subsidiaries,
providing for the sale, transfer, conveyance or contribution to capital of, or the granting of a Lien on, Receivables Facility Assets
to a Person that is not the Borrower or a Subsidiary; provided that the aggregate principal or similar amount outstanding at any
time under all Permitted Receivables Financings in the aggregate without duplication shall not exceed $500,000,000.


 


“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 any Loan Party or any ERISA Affiliate is required to contribute on behalf
of any of its employees.


 


“Platform”
has the meaning specified in Section 6.02.


 


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


 






    	 	-24-	 



     


    

 


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


 


“Quarterly Distribution”
means cash distributions by the Borrower during any fiscal quarter in amounts that do not exceed the Available Cash.


 


“Qualifying Owners”
means GIP and its Subsidiaries.


 


“Receivables Entity”
means a Person formed solely for the purpose of effecting a Permitted Receivables Financing and engaging in activities reasonably related
or incidental thereto.


 


“Receivables Facility
Assets” means any trade or accounts receivable owed to the Borrower or any Subsidiary (whether now existing or arising or acquired
in the future) arising in the ordinary course of business from the sale of goods or services, all collateral securing such trade or accounts
receivable, all contracts and contract rights and all guarantees or other obligations owed to the Borrower or a Subsidiary in respect
of such trade or accounts receivable, all proceeds of such accounts receivable and other assets (including contract rights) related to
the foregoing that are of the type customarily transferred or in respect of which security interests are customarily granted in connection
with a securitization, factoring or monetization of similar assets.


 


“Recipient”
means the Administrative Agent, any Lender or any L/C Issuer.


 


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


 


“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.


 


“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
have 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 L/C
Issuer, as the case may be, in making such determination.


 


“Rescindable
Amount” has the meaning as defined in Section 2.12(b).


 






    	 	-25-	 



     


    

 


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


 


“Responsible Officer”
means, with respect to any Person, (i) the chief executive officer, president, chief financial officer, any executive vice president,
any senior vice president, vice president – finance, treasurer, assistant treasurer or controller of such Person (or its general
partner, sole manager, managing member or other governing body, as applicable), (ii) solely for purposes of the delivery of
incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of such Person (or its general
partner, sole manager, managing member or other governing body, as applicable) and (iii) solely for purposes of notices given pursuant
to Article II, any other officer or employee of such Person (or its general partner, sole manager, managing member or other
governing body, as applicable) so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer
or employee of such Person designated in or pursuant to an agreement between such Person and the Administrative Agent. Any document delivered
hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed
to have acted on behalf of such Loan Party.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity
Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund
or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock
or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent
Person thereof).


 


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


 


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


 


“Sanction(s)”
means any economic or financial sanction administered or enforced by the United States Government (including OFAC), the United Nations
Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.


 


“S&P”
means S&P Global Ratings, a division of S&P Global, Inc. and any successor thereto that is a nationally recognized rating
agency.


 


“Scheduled
Unavailability Date” has the meaning specified in Section 3.03(b)(ii).


 


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


 






    	 	-26-	 



     


    

 


“Specified Acquisition”
means any one or more related transactions (a) pursuant to which the Borrower or any of its Subsidiaries acquires, for an aggregate
principal purchase price of not less than $50,000,000, (i) the Equity Interests in any other Person that constitutes a Subsidiary
of the Borrower after such acquisition or (ii) other property or assets (other than acquisitions of Equity Interests of a Person,
capital expenditures and acquisitions of inventory or supplies in the ordinary course of business) of, or of an operating division or
business unit of, any other Person, and (b) which is designated by the Borrower (by written notice to the Administrative Agent) as
a “Specified Acquisition”; provided that any series of related transactions, or multiple payments in respect of a single transaction
or series of related transactions, shall not constitute more than one Specified Acquisition.


 


“SOFR”
means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).


 


“SOFR Adjustment”
with respect to Daily Simple SOFR means 0.10% (10 basis points) per annum; and with respect to Term SOFR means 0.10% (10 basis points)
per annum.


 


“Solvent”
means, with respect to any Person on a particular date, that on such date (a) the present fair salable value of the property and
assets of such Person exceeds the debts and liabilities, including contingent liabilities, of such Person, (b) the present fair salable
value of the property and assets of such Person is greater than the amount that will be required to pay the probable liability of such
Person on its debts and other liabilities, including contingent liabilities, as such debts and other liabilities become absolute and matured,
(c) such Person does not intend to incur, or believe that it will incur, debts and liabilities, including contingent liabilities,
beyond its ability to pay such debts and liabilities as they become absolute and matured, and (d) such Person does not have unreasonably
small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.
The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“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.


 


“Subsidiary Guarantor”
means any Subsidiary (other than the Guarantor) that is a party to a Guaranty Agreement for the purposes of guaranteeing the Obligations.


 


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


 






    	 	-27-	 



     


    

 


“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. or the North American Energy Standards
Board, any International Foreign Exchange Master Agreement, or any other master agreement for transactions of the type described in clause
(a) (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 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, if in writing, 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) $25,000,000 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).


 






    	 	-28-	 



     


    

 


“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.


 


“Threshold Amount”
means $100,000,000.


 


“Term SOFR”
means:


 


(a)            for
any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities
Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if
the Term SOFR Screen Rate for such term equivalent Interest Period is not published prior to 11:00 a.m. on such determination date
then Term SOFR means the Term SOFR Screen Rate with a term equivalent to such Interest Period on the first U.S. Government Securities
Business Day immediately prior thereto, in each case, plus the SOFR Adjustment; and


 


(b)            for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term
of one month commencing that day;


 


provided
that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise
be less than zero, the Term SOFR shall be deemed zero for purposes of this Agreement.


 


“Term SOFR Loan”
means a Committed Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.


 


“Term
SOFR Replacement Date” has the meaning specified in Section 3.03(b).


 


“Term SOFR Screen
Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative
Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time).


 


“Total Credit Exposure”
means, as to any Lender at any time, the 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.


 


“Transaction Costs”
means all upfront, structuring, consent, original issue discount, legal, professional and advisory fees paid by the Borrower and its Subsidiaries
(whether or not incurred by the Borrower or its Subsidiaries) in connection with the negotiation and execution, delivery and performance
of any Loan Party’s obligations under this Agreement (including any amendments, supplements or restatements).


 






    	 	-29-	 



     


    

 


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


 


“UK Bribery Act”
means the United Kingdom Bribery Act 2010, as amended.


 


“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.


 


“Unaudited Financial
Statements” means the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal quarter ended
March 31, 2022, and the related consolidated statements of income or operations, shareholders’ equity and cash flows
for such fiscal quarter of the Borrower and its Subsidiaries, including the notes thereto.


 


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


 


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


 


“Unrestricted Cash”
means cash or cash equivalents of the Borrower and its Subsidiaries that would not appear as “restricted” on a consolidated
balance sheet of the Borrower and its Subsidiaries.


 


“U.S. Government
Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial
Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is
a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.


 


“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)(3).


 


“Withholding Agent”
means any Loan Party and the Administrative Agent.


 


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


 






    	 	-30-	 



     


    

 


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 “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.


 


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.


 






    	 	-31-	 



     


    

 


(b)            Changes
in GAAP. If at any time any change in GAAP (including the adoption of IFRS) 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.


 


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


 


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


 


1.06.            Letter
of Credit Amounts.  Unless otherwise specified herein, the amount of a Letter of Credit at any
time shall be deemed to be 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 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.


 


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


 






    	 	-32-	 



     


    

 


1.08.            Interest
Rates. 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 any reference rate referred to
herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other
adjustment) that is an alternative or replacement for or successor to any such rate (including any Successor Rate) (or any component of
any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates
or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative,
successor or replacement rate (including any Successor Rate) (or any component of any of the foregoing) or any related spread or other
adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services
in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including
any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no
liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive,
incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity),
for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component
thereof) provided by any such information source or service.


 


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 in Dollars (each such loan, a “Committed Loan”) to the Borrower from time to time, on any Business Day during
the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided,
however, that after giving effect to any Committed Borrowing, (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. 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 Term SOFR
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 Term SOFR 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. Each such notice must be received by the Administrative Agent not later than 12:00 p.m. (i) two Business
Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR
Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower
pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed
Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation
of Term SOFR Loans shall be in a principal amount not less than $5,000,000. Except as provided in Sections 2.03(c) and 2.04(c),
each Borrowing of or conversion to Base Rate Loans shall be in a principal amount not less than $500,000; provided that any Borrowing
of Base Rate Loans may be in the amount of the unused Aggregate Commitments. Each Committed Loan Notice (whether telephonic or written)
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 Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may
be (which shall be a Business Day), (iii) the principal amount of 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, and (v) if applicable, the duration
of the Interest Period with respect thereto. 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. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation
of Term SOFR 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.


 






    	 	-33-	 



     


    

 


(b)            Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount 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 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 immediately
available funds at the Administrative Agent’s Office not later than 2:00 p.m. 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, Sections 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 Bank of
America 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.


 


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


 


(d)            The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Term
SOFR 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 Bank of America’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.


 






    	 	-34-	 



     


    

 


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 agrees, 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, to issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or extend Letters
of Credit previously issued by it, in accordance with subsection (b) below, and (2) 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 its
Subsidiaries 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 Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by any specific L/C
Issuer shall not exceed such L/C Issuer’s L/C Issuer Sublimit, unless such L/C Issuer otherwise consents thereto. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the
Closing Date shall constitute Letters of Credit and be subject to and governed by the terms and conditions hereof.


 


(ii)            No
L/C Issuer shall issue any Letter of Credit, if, 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 the Required Lenders have approved
such expiry date.


 


(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 the 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;


 






    	 	-35-	 



     


    

 


(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 $25,000;


 


(D)            the
Letter of Credit is to be denominated in a currency other than Dollars;


 


(E)            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 2.17(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;


 


(F)            the
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or


 


(G)            the
expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date.


 


(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 such 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 the L/C Issuers.


 






    	 	-36-	 



     


    

 


(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 the applicable L/C Issuer, by personal delivery or by any other means acceptable to the applicable
L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than
12:00 p.m. at least one Business Day (or such later date and time as the Administrative Agent and the applicable 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 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 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 the applicable L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit,
such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer (A) the Letter of Credit
to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment;
and (D) such other matters as the applicable 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 the applicable L/C Issuer or the Administrative Agent may reasonably require.


 


(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, the
applicable 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, not later than 10:00 a.m. 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, the applicable 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 the applicable 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.


 






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(iii)            If
the Borrower so requests in any applicable Letter of Credit Application, a L/C Issuer may, in its sole and absolute discretion, agree
to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit 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 the applicable L/C Issuer, the Borrower shall not be required to make a specific request
to the applicable 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, subject,
in the case of an extension to an expiry date later than the Letter of Credit Expiration Date, to the requirement to Cash Collateralize
such Letter of Credit in an amount not less than the Minimum Collateral Amount applicable to such Letter of Credit on the Letter of Credit
Expiration Date; provided, however, that the applicable 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)            If
the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion,
agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any
drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the applicable L/C
Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement
Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may
not require) the applicable L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of
such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the applicable L/C Issuer to
decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement
within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), such L/C Issuer shall not
permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business
Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit
such reinstatement or (B) 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 (treating such reinstatement as an L/C Credit Extension for purposes of this
clause) and, in each case, directing such L/C Issuer not to permit such reinstatement.


 






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(v)            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.


 


(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. Not later than 12:00 p.m. on the date of any payment by a L/C Issuer
under a Letter of Credit (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. If the Borrower fails to so reimburse the applicable L/C Issuer
by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (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 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 a 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 L/C Issuer at the Administrative Agent’s Office in an amount equal
to its Applicable Percentage of the Unreimbursed Amount not later than 2:00 p.m. on the Business Day specified in such notice by
the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each 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 applicable L/C Issuer.


 


(iii)            With
respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set
forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the
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 the applicable 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.


 






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(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 the applicable L/C Issuer.


 


(v)            Each
Lender’s obligation to make Committed Loans or L/C Advances to reimburse a 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 the applicable L/C
Issuer, 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 2.03(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 a 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, the applicable 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 greater of the Federal
Funds Rate and a rate determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, 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 a 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.


 


(d)            Repayment
of Participations.


 


(i)            At
any time after a 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 the same funds as those received by the Administrative Agent.


 






    	 	-40-	 



     


    

 


(ii)            If
any payment received by the Administrative Agent for the account of a 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 such 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 Federal Funds 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 the L/C Issuers 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), the applicable 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 a 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 a 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;


 


(vi)            any
payment made by a 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, or
the ISP, as applicable;


 


(vii)            any
payment by a 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 a L/C Issuer under such Letter of Credit to any Person purporting to be a trustee
in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor
to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor
Relief Law; or


 






    	 	-41-	 



     


    

 






 


(viii)            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 the applicable 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, the applicable L/C Issuer
shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing
or delivering any such document. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of any 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 L/C Issuers, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of any 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 a L/C Issuer, and a 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, a 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 a 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. Any 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 message or overnight courier, or any other
commercially reasonable means of communicating with a beneficiary.


 






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(g)            Applicability
of ISP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of
Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to
each standby Letter of Credit. Notwithstanding the foregoing, a L/C Issuer shall not be responsible to the Borrower for, and a L/C Issuer’s
rights and remedies against the Borrower shall not 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. Subject to Section 2.17, the Borrower shall pay to the Administrative Agent for the account of each Lender
in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of
Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit (but excluding any
Fronting Exposure that has been Cash Collateralized by the Borrower pursuant to Section 2.16(a)(iv)). 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 1.06. Letter of Credit Fees shall be (i) due and payable on the third 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.








 


(i)            Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to each L/C Issuer for its own
account a fronting fee with respect to each Letter of Credit issued by such L/C Issuer, at the rate per annum specified in the relevant
Fee Letter (or as separately agreed in writing by such L/C Issuer and the Borrower), computed on 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 fifteenth 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 1.06. In addition,
the Borrower shall pay directly to the applicable L/C Issuer for its own account 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.


 


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 (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 principal amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable
Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the
amount of such Lender’s Commitment; provided, however, that (x) 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, (y) the Borrower shall not use the proceeds of
any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) 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 will have, after giving effect to the provisions of Section 2.17(a)(iv), Fronting Exposure.
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) a Swing Line Loan Notice. Each such notice must be received
by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify
(i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be
a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent
of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt
by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on
the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of
the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof,
the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount
of its Swing Line Loan available to the Borrower.


 






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(c)            Refinancing
of Swing Line Loans.


 


(i)             The
Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes
the Swing Line Lender to so request on its behalf), that each 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 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 immediately available 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 not later than 2:00 p.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 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 Federal Funds Rate 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 Federal Funds 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, 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 12:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment
of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000
in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify
the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR 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; provided that a notice of prepayment in full of the Loans may state that such notice is conditioned upon the effectiveness of other credit
facilities or other financing transactions, and if any notice so states it may be revoked by the Borrower by notice to the Administrative
Agent on or prior to the date specified for the prepayment of the Loans that the refinancing condition has not been met and the termination
is to be revoked subject to Section 3.05(b). Any prepayment of a Term SOFR 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 2.17,
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 (with a copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by
the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such
prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment.
If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein.


 


(c)            If
for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately after
the earlier of (i) the Borrower’s receipt of written notice from the Administrative Agent thereof or (ii) the date any
Responsible Officer of the Borrower has actual knowledge thereof, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate
amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the
Aggregate Commitments then in effect.


 






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2.06.       Termination
or Reduction of Commitments.  The Borrower may, upon notice to the Administrative Agent, terminate
the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments, in whole or in part; provided that
(i) any such notice shall be received by the Administrative Agent not later than 12:00 p.m. three Business Days prior to the
date of termination or reduction, (ii) any such termination or reduction shall be made on a pro rata basis, (iii) 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, (iv) 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 (v) if, after giving effect to any reduction of the Aggregate
Commitments, 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. 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. A notice of termination of the Aggregate Commitments may state that
such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states
it may be revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified for the termination of the
Aggregate Commitments that the refinancing condition has not been met and the termination is to be revoked.





 


2.07.        Repayment
of Loans.


 


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


 


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


 


2.08.       Interest.


 


(a)            Subject
to the provisions of subsection (b) below, (i) each Term SOFR Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the Term SOFR for such Interest Period plus the Applicable
Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each 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 of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, 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.


 






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(ii)             If
any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to
any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders,
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.


 


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


 


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


 


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


 


(a)            Commitment
Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage,
a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum
of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment
as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted
towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The commitment fee shall accrue
beginning on the Closing Date 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 such fee begins to accrue, and on the last day of the Availability Period.
The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the
actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.


  


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


 


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


 


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


 






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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 accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower
shall execute and deliver to such Lender (through the Administrative Agent) a Revolving Note, which shall evidence such Lender’s
Loans in addition to such accounts or records. Each Lender may attach schedules to its Revolving Note and endorse thereon the date, Type
(if applicable), amount 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, all payments by the Borrower hereunder shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars
and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly
distribute to each Lender its 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 after 2:00 p.m. shall
be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. 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 Term SOFR Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior
to 1:00 p.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 immediately available funds with interest thereon, for each day
from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing
or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment
to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest
to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the
amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable 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 Issuer 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 Issuer, 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 Issuer, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately
available 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 Federal Funds Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.


 






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With respect to any payment
that the Administrative Agent makes to or for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent
determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to
as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Administrative
Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative agent
has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable L/C Issuers, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such
L/C Issuer, in immediately available 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 Federal Funds 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 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.


 


(d)            Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. 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.


 






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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 2.16, 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 Affiliate 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.


 


2.14.       Extension
of Maturity Date.





 


(a)            Requests
for Extension. The Borrower may, by notice to the Administrative Agent (who shall promptly notify the Lenders) not earlier than 90
days prior to an anniversary of the Closing Date and not later than 30 days prior to such anniversary of the Closing Date, request an
extension of the Maturity Date (a “Maturity Date Extension”) for one additional year from the Maturity Date then in
effect hereunder (the “Existing Maturity Date”); provided that, (i) the Borrower may request no more than two
such extensions during the term of this Agreement, and (ii) the Borrower may only request one extension during any year.


 


(b)            Lender
Elections to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given
not later than the date (the “Notice Date”) that is 20 days after the date of the Borrower’s notice to the Administrative
Agent under subsection (a) above, advise the Administrative Agent whether or not such Lender agrees to extend its Commitment in
connection with the Maturity Date Extension (and each Lender that determines not to so extend its Commitment (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); provided that 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.


 






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(c)            Notification
by Administrative Agent. The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section on
the Notice Date (or, if such date is not a Business Day, on the next following Business Day).


 


(d)            Additional
Commitment Lenders. The Borrower shall have the right to replace each Non-Extending Lender with, and add as “Lenders”
under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as
provided in Section 10.13; provided that each of such Additional Commitment Lenders shall enter into an Assignment
and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the Existing Maturity Date, undertake a Commitment
(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).


 


(e)            Minimum
Extension Requirement. If the total of the Commitments of the Lenders that have agreed so to extend their Commitments in connection
with the Maturity Date Extension (each, an “Extending Lender”) and the additional Commitments of the Additional Commitment
Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Notice Date, then, effective
as of the Notice Date, or such later date as the Administrative Agent and the Borrower shall agree, the Maturity Date of the Commitments
of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Maturity
Date (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.


 


(f)            Conditions
to Effectiveness of Extensions. As a condition precedent to each Maturity Date Extension, (1) the Borrower shall deliver to
the Administrative Agent a certificate of each Loan Party dated as of the Notice Date, signed by a Responsible Officer of such Loan Party,
(i) certifying and attaching the resolutions adopted by such Loan Party (or EnLink Manager on behalf of the Borrower) approving
or consenting to such Maturity Date Extension and (ii) in the case of the Borrower, certifying that, before and after giving effect
to such Maturity Date Extension, (A) the representations and warranties contained in Article V and the other Loan Documents
are true and correct in all material respects (except to the extent such representations and warranties are already qualified as to materiality,
in which case such representations and warranties shall be accurate and complete in all respects) on and as of the Notice Date, except
to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct
in all material respects (except to the extent such representations and warranties are already qualified as to materiality, in which
case such representations and warranties shall be accurate and complete in all respects) as of such earlier date, and except that for
purposes of this Section 2.14, 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 or would result from such Maturity Date Extension immediately after giving effect thereto and (2) the
Borrower shall have paid any fees agreed to between the Borrower, the Administrative Agent and the Extending Lenders with respect to
such Maturity Date Extension. In addition, on the Maturity Date of the Commitment of each Non-Extending Lender, the Borrower shall repay
any Committed Loans of any Non-Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 3.05).


 






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


 


2.15.        Increase
in Commitments.


 


(a)            Request
for Increase. 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 (a “Commitment Increase”) by an amount (for all such requests that
are consummated) not exceeding $500,000,000; provided that (i) any such request for an increase shall be in a minimum amount
of $25,000,000, and (ii) the Borrower may make a maximum of four such requests (disregarding any such requests that are not consummated).
At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period (the “Consent
Period”) within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the
date of delivery of such notice to the Lenders).


 


(b)            Lender
Elections to Increase. Each Lender shall notify the Administrative Agent prior to the expiration of the Consent Period as to whether
it agrees to increase its Commitment in its sole discretion and, if such Lender agrees to increase its Commitment, such Lender shall
specify the amount by which it is willing to increase its Commitment. Any Lender not responding within such time period shall be deemed
to have declined to increase its Commitment.


 


(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, the Borrower may also invite additional
Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative
Agent.





 


(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 each Commitment Increase, (i) the Borrower shall deliver to the Administrative
Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (x) certifying
and attaching the resolutions adopted by such Loan Party (or EnLink Manager on behalf of the Borrower) approving or consenting to such
Commitment Increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Commitment Increase,
(A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all
material respects (except to the extent such representations and warranties are already qualified as to materiality, in which case such
representations and warranties shall be true and correct 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 in all material
respects (except to the extent such representations and warranties are already qualified as to materiality, in which case such representations
and warranties shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.15,
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 or would result from such Commitment Increase immediately after giving effect thereto and (ii) the
Borrower shall have paid any fees agreed to between the Borrower, the Administrative Agent and the applicable Lenders with respect to
such Commitment Increase. 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.


 






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


 


2.16.       Cash
Collateral.


 


(a)            Certain
Credit Support Events. If (i) the 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 that remains outstanding for more than two Business Days, then within one Business Day
following the written request of the Administrative Agent or the L/C Issuer the Borrower shall deliver to the Administrative Agent Cash
Collateral in an amount equal to such 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 the 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 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender).





 


(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 Issuer and the Lenders,
and agrees to maintain, a first priority security interest in all Cash Collateral 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 2.16(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 the 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, interest bearing deposit accounts at Bank of America. 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.


 






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(c)            Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16
or Sections 2.03, 2.05, 2.17 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 L/C Issuer (which such determination shall be made in good faith and
within five Business Days after the Borrower providing written notice of such excess to the Administrative Agent and the L/C Issuer)
that there exists excess Cash Collateral; provided, however, the Person providing Cash Collateral and the L/C Issuer may agree
that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.


 


2.17.        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.


 






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(ii)            Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 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 the L/C Issuers or Swing Line Lender hereunder; third, to Cash Collateralize each L/C Issuer’s Fronting Exposure with
respect to such Defaulting Lender in accordance with Section 2.16; 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 each 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 2.16; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the
Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, 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 and 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 2.17(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 2.17(a)(ii) shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)          Certain
Fees.


 


(A)            No
Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that
Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to
have been paid to that Defaulting Lender).


  


(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 2.16.


 


(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 each L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the
extent 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.


 






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(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 automatically reallocated (effective on the day such Lender becomes a Defaulting Lender) 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 (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation
(and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented
and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving
Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 10.20,
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 2.16.


 


(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 2.17(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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2.18.       ESG
Provisions. Notwithstanding anything to the contrary in Section 10.01 or otherwise
in this Agreement, (a) the Borrower may establish, include and/or remove specified key performance indicators (collectively, “KPIs”
and each a “KPI”) reasonably acceptable to the Administrative Agent and approved by the Required Lenders with respect
to certain environmental, social and governance targets of the Borrower and its Subsidiaries that may result in KPI Pricing Adjustments
(as defined below) and (b) the Borrower, the Administrative Agent and the Required Lenders may (i) incorporate any related
provisions and defined terms with respect to such KPIs and (ii) include or modify any proposed incentives and penalties for compliance
and noncompliance, respectively, with any KPIs, including adjustments to the Applicable Rate and the Commitment Fee rate (such pricing
adjustments, “KPI Pricing Adjustments”) (the foregoing clauses (a) and (b), the “ESG Provisions”
and any amendment and/or modification to the ESG Provisions or with respect to KPIs and KPI Pricing Adjustments made in accordance with
this Section 2.18 (including the initial establishment of KPIs and KPI Pricing Adjustments), an “ESG Amendment”);
provided, that no ESG Amendment shall be made that results in (A) aggregate adjustments to the Applicable Rate for Loans
and Letters of Credit exceeding an aggregate 5 basis point (0.05%) per annum increase or decrease in such Applicable Rate (including
any Letter of Credit Fees) or an aggregate 2 basis point (0.02%) per annum increase or decrease in the Commitment Fee rate or (B) an
adjustment to the Applicable Rate for Loans and Letters of Credit exceeding a 2.5 basis points (0.025%) per annum increase or decrease
in such Applicable Rate (including any Letter of Credit Fees) based on any individual KPI or a 1 basis point (0.01%) per annum increase
or decrease in the Commitment Fee rate based on any individual KPI (the limitations set forth in this proviso, the “KPI Pricing
Adjustment Limitations”). Notwithstanding the foregoing, the Administrative Agent and the Borrower may, without the consent
of any Lender, amend, modify, or supplement any then existing ESG Provisions to (1) cure any ambiguity, omission, mistake, defect
or inconsistency, or (2) reflect technical changes in calculation or reporting methodologies or audit or assurance standards applicable
pursuant to the ESG Provisions; provided that, in each case of the foregoing clause (1) and (2), such amendments,
modifications, or supplements are either (x) consistent with generally accepted industry standards applicable to sustainability-linked
financing in the syndicated loan market for companies of substantially the same creditworthiness and industry as the Borrower, or (y) not
objected to by the Required Lenders within five (5) Business Days’ notice thereof to the Administrative Agent and the Borrower.


 


ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY





 


3.01.       Taxes.


 


(a)            Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any
Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law.
If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding
of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction
or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable
Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that
after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Taxes 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 deduction or withholding for Indemnified Tax been made.


 






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(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 indemnify each Recipient, and shall make payment in respect thereof within 20 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(c)(i)) payable or paid by such Recipient or required to be withheld or deducted
from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower
shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such
Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of
(x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified
Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such
payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy
to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor,
for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below,
net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below;
provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and
provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the
Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to
the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the
immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall
use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.


 





(ii)            Each
Lender 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 (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 Loan Parties, 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 Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or
paid by the Administrative Agent or any Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. 
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent
manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing
to such Lender, 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).


 






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


 


(e)            Status
of Lenders; Tax Documentation.


 


(i)            Any
Lender (which, for purposes of this Section 3.01(e), shall include the Administrative Agent) that is entitled to an exemption
from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative
Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation
reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a
reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver
such other documentation prescribed by 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.


  


(ii)            Without
limiting the generality of the foregoing,


 


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


 






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


 


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


 


(2)            executed
copies of IRS Form W-8ECI (or any applicable successor form);


 


(3)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit D-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 or W-8BEN-E, as
applicable (or any applicable successor form); or


 


(4)            to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY (or any applicable successor form),
accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially
in the form of Exhibit D-2 or Exhibit D-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 D-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.


 


(f)            Treatment
of Certain Refunds. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of
any Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party 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 Loan Parties under this Section 3.01 with respect to the Taxes giving rise to such
refund), net of all 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 such
Recipient, agrees to repay the amount paid over to the Borrower pursuant to this subsection (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to such Recipient in the event such 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, the termination of the Commitments and the repayment, satisfaction
or discharge of all other Obligations.


 


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


 


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 make, maintain or fund Loans whose interest is determined
by reference to the SOFR or Term SOFR, or to determine or charge interest rates based upon the SOFR or Term SOFR then, upon notice thereof
by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Term SOFR
Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended, and (b) 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 Term SOFR component of the
Base Rate, then the interest rate applicable to Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined
by the Administrative Agent without reference to the Term SOFR 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, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Term SOFR Loans of such Lender to Base Rate Loans (the interest rate applicable to Base Rate Loans of such Lender shall,
if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the
Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Loan
to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loan and (ii) if such notice asserts
the illegality of such Lender determining or charging interest rates based upon the SOFR or Term SOFR, the Administrative Agent shall
during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR 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 SOFR or Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest
on the amount so prepaid or converted.


 






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3.03.       Inability
to Determine Rates.


 


(a)            If
in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation of any of
such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error)
that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause
(i) of Section 3.03(b) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means
do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection
with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason
that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Loan.


 


Thereafter, (x) the obligation
of the Lenders to make or maintain Term SOFR Loans, or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent
of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence
with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall
be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause
(ii) of this Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such
notice.


 


Upon receipt of such notice,
(i) the Borrower may revoke any pending request for a Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the
extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request
for a Committed Borrowing of Base Rate Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans shall be deemed
to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period.


 


(b)            Replacement
of Term SOFR or Successor Rate. 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 the Borrower) that the Borrower or Required Lenders (as applicable) have
determined, that:


 


(i)            adequate
and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including because
the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or








 


(ii)            CME
or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent
or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement
identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate
shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated
loans, or shall or will otherwise cease, 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 such interest periods of Term SOFR after such specific date (the latest date
on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently
or indefinitely, the “Scheduled Unavailability Date”);


 


then,
on a date and time determined by the Administrative Agent (any such date, the “Term SOFR 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,
solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder
and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment 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 (the “Successor Rate”).


 






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If
the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis.


 


Notwithstanding anything to
the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term
SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have
occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this
Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03
at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with
an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated
credit facilities syndicated and agented in the United States for such alternative benchmark. 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 U.S. dollar denominated
credit facilities syndicated and agented in the United States for such benchmark, 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 reasonable discretion and
may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “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 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 do not accept such amendment.





 


The Administrative
Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate.


 


Any 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 Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative
Agent.


 






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Notwithstanding anything
else herein, if at any time any Successor Rate as so determined would otherwise be less than zero%, the Successor Rate will be deemed
to be zero% for the purposes of this Agreement and the other Loan Documents.


 


In connection with
the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and,
notwithstanding anything to the contrary herein (including in Section 10.01) or in any other Loan Document, any amendments
implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement;
provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing
such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.


 


3.04.        Increased
Costs; Reserves on Term SOFR 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))
or L/C Issuer;


 


(ii)            subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the
definition of Excluded Taxes and (C) Other Connection Taxes) on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)            impose
on any Lender or L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Term SOFR 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 the interest on which is determined
by reference to the Term SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or 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 L/C Issuer hereunder (whether of principal,
interest or any other amount) then, upon request of such Lender or L/C Issuer, the Borrower will pay to such Lender or L/C Issuer, as
the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer, as the case may be, for such additional
costs incurred or reduction suffered.


 






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(b)            Capital
Requirements. If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any Lending Office
of such Lender or such Lender’s or the 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 L/C Issuer’s capital or on the capital of
such Lender’s or 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 the L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and
the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time
the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such
Lender or L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.


 


(c)            Certificates
for Reimbursement. A certificate of a Lender or L/C Issuer setting forth in reasonable detail the calculation of the amount or amounts
necessary to compensate such Lender or 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 manifest error. The Borrower shall pay such Lender
or 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 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 the L/C Issuer’s right to demand such
compensation, provided that the Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such
Lender or 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 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 180 day period referred to above shall be extended to include the period
of retroactive effect thereof).


 


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; or








 


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


 


including any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such
funds were obtained, but excluding the Applicable Rate expected to be received by such Lender during the remainder of such Interest Period.
The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.


 






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3.06.       Mitigation
Obligations; Replacement of Lenders.


 


(a)            Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to
pay any Indemnified Taxes or additional amounts to any Lender, or any L/C Issuer, or any Governmental Authority for the account of any
Lender or any 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 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 materially disadvantageous to such Lender
or such L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or
any L/C Issuer in connection with any such designation or assignment.


 


(b)            Replacement
of Lenders. If (a) 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,
(b) any Lender is a Defaulting Lender or a Non-Consenting Lender, (c) any Lender’s obligation to make or to convert or
continue outstanding Loans as Term SOFR Loans has been suspended pursuant to Section 3.02, or (d) in addition to the
rights of the Borrower under Section 2.14, any Lender is a Non-Extending Lender and the Required Lenders have approved the
related Maturity Date Extension, then the Borrower may replace such Lender in accordance with Section 10.13.


 


3.07.       Survival.
All of the Borrower’s obligations 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
to Closing. The effectiveness of this Agreement and the obligation of each L/C Issuer and 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 copies of originals electronically transmitted
(followed, if required below, promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of each
applicable Loan Party, 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
and delivered counterparts of this Agreement;


 






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(ii)            an
original Revolving Note (or an amended and restated Revolving Note, if applicable) executed by the Borrower in favor of each Lender requesting
a Revolving Note (or an amended and restated Revolving Note, if applicable);


 


(iii)            such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party
as the Administrative Agent may reasonably 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 such Loan Party is
a party;


 


(iv)            such
documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or
formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its
ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure
to do so could not reasonably be expected to have a Material Adverse Effect;


 


(v)            executed
and delivered counterparts of the Guaranty Agreement of the Guarantor;


 


(vi)           a
customary legal opinion of Baker Botts L.L.P., counsel to the Loan Parties, addressed to the Administrative Agent, each L/C Issuer and
each Lender, in a form reasonably acceptable to the Administrative Agent;


 


(vii)          a
certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.01(e) and
4.02(a) and (b) have been satisfied;


 


(viii)         a
certificate as to the solvency of the Borrower individually and the Loan Parties and their Subsidiaries taken as a whole (after giving
effect to incurrence of any Indebtedness and the application thereof on the Closing Date) from the chief financial officer of EnLink
Manager; and


 


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





 


(b)            The
Borrower and its Subsidiaries shall have provided the documentation and other information to the Lenders that is required by regulatory
authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot
Act, and, to each Lender that so requests a Beneficial Ownership Certification.


 


(c)            The
Lenders shall have received (which may be delivered in accordance with the second to last paragraph of Section 6.02) the
Unaudited Financial Statements.


 






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(d)           The
Borrower shall have paid all reasonable fees, charges, and disbursements of counsel to the Administrative Agent (directly to such counsel
if requested) to the extent (i) required to be paid by the Borrower pursuant to Section 10.04 and (ii) invoiced
to the Borrower at least two business days prior to the proposed Closing Date.


 


(e)           There
shall not have occurred since December 31, 2021 any event or condition that has had a Material Adverse Effect.


 


(f)            To
the extent requested by any Lender at least five Business Days prior to the proposed Closing Date, the Borrower and its Subsidiaries
shall have provided any appropriate updates to the documentation and other information previously provided to the Lenders that is required
by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including
the Patriot Act and the Beneficial Ownership Regulations.


 


(g)           Any
fees required to be paid on or before the Closing Date pursuant to the Fee Letters or the other Loan Documents shall have been paid.


 


(h)           The
Borrower shall have paid all accrued and unpaid interest and fees outstanding under the Existing Credit Agreement immediately prior to
the Closing Date.


 


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.


 


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 Term SOFR
Loans) is subject to the following conditions precedent:


 


(a)            The
representations and warranties of the Loan Parties contained in Article V or any other Loan Document shall be true and correct
in all material respects (except to the extent such representations and warranties are already qualified as to materiality, in which
case such representations and warranties shall be true and correct 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
in all material respects (except to the extent such representations and warranties are already qualified as to materiality, in which
case such representations and warranties shall be true and correct in all respects) 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.


 






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(b)            No
Default shall have occurred and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds
thereof.


 


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


 


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 Term SOFR 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) will be satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE V.

REPRESENTATIONS AND WARRANTIES


 


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


 


5.01.        Existence,
Qualification and Power. Each Loan Party and each of its Material Subsidiaries (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 corporate or equivalent power and authority 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, 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; 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 have a Material Adverse Effect.


 


5.02.        Authorization;
No Contravention. The execution, delivery and performance by each Loan Party and each of its
Subsidiaries of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational
action, and do not and will not (a) violate (i) the terms of such Person’s Organization Documents, (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) any
provision of Law applicable to it, (b) result in the acceleration of any Indebtedness owed by it, except as could not reasonably
be expected to have a Material Adverse Effect, (c) result in any breach of, or a default under, any material Contractual Obligation
to which such Person is a party or to which its properties are bound, except as could not reasonably be expected to have a Material Adverse
Effect or (d) result in the creation of any consensual Lien upon any of its material assets except as expressly contemplated in,
or permitted by, the Loan Documents.





 


5.03.        Governmental
Authorization; Other Consents. Except as expressly contemplated in or permitted by the Loan
Documents, no material approval, consent, exemption, or authorization of, or other action by, or notice to, or filing with, any Governmental
Authority or any other Person that has not been obtained is required to be made or obtained by any Loan Party, or its Subsidiaries a
party thereto, pursuant to the provisions of any material Law applicable to it as a condition to its execution, delivery or performance
of this Agreement or any other Loan Document to which it is a party, except those relating to performance thereof as would ordinarily
be made or done in the ordinary course of business after the Closing Date.


 






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5.04.        Binding
Effect. This Agreement has been, and each other Loan Document to which any Loan Party or any
of its Subsidiaries is a party, when delivered hereunder, will have been, duly executed and delivered by such Loan Party or such Subsidiary,
as applicable. This Agreement constitutes, and each other such Loan Document when so executed and delivered will constitute, a legal,
valid and binding obligation of each Loan Party and each Subsidiary party hereto or thereto, as the case may be, enforceable against
such Loan Party or such Subsidiary in accordance with its terms, except, in each case (a) as may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights
generally, and by general principles of equity which may limit the right to obtain equitable remedies (regardless of whether such enforceability
is a proceeding in equity or at law) and (b) as to the enforceability of provisions for indemnification and the limitations thereon
arising as a matter of law or public policy.


 


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 in all material respects the financial condition of the Borrower
and its Subsidiaries on a consolidated basis as of the date thereof and their results of operations for the period covered thereby.


 


(b)            The
unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated March 31, 2022, and the related 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 in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis 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.


 


(c)            As
of the Closing Date, for the period from December 31, 2021 through the Closing Date, there exists no event or circumstance with
respect to the Borrower and its Subsidiaries taken as a whole, either individually or in the aggregate, that has then resulted or would
reasonably be expected to result in a Material Adverse Effect.


 


5.06.        Litigation.
Except as disclosed in the Audited Financial Statements, or in Schedule 5.06, there are
no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, overtly threatened in writing, at law,
in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Subsidiaries, or against any
of their properties or revenues that, as of the Closing Date, either individually or in the aggregate would reasonably be expected to
have a Material Adverse Effect.








 


5.07.       No
Default. 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.


 






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5.08.       Ownership
of Property. Each Loan Party and each of its Subsidiaries has good record and marketable title
in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except
for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.09.       Environmental
Compliance. Each Loan Party and its Subsidiaries conduct in the ordinary course of business
a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any
Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded
that each Loan Party and its Subsidiaries are in compliance with such Environmental Laws and are not subject to any claims thereunder
except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.10.        Insurance.
The properties of each Loan Party and its Subsidiaries are insured with financially sound and
reputable insurance companies not Affiliates of a Loan Party, in such amounts, with such deductibles and covering such risks as are customarily
carried by companies of a similar size, engaged in similar businesses and owning similar properties in localities where the Loan Party
or the applicable Subsidiary operates.


 


5.11.       Taxes.
Each Loan Party and its Subsidiaries have filed all Federal, state and other Tax returns and
reports required to be filed by them, and have paid all Federal, state and other Taxes, governmental assessments, governmental fees and
other governmental charges levied or imposed upon them or their properties or assets that are due and payable by them, except (i) 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 (ii) where failure to do so would not reasonably be expected to have a Material Adverse Effect. To the
Borrower’s knowledge, there is no proposed tax assessment against any Loan Party or any of its Subsidiaries that would, if made,
have a Material Adverse Effect. As of the Closing Date, neither the Borrower nor any of its Subsidiaries is party to any tax sharing
agreement with a party other than the Borrower and/or any of its Subsidiaries, except with respect to Texas franchise taxes (including,
for the avoidance of doubt, margin taxes) for 2018 and prior periods.


 


5.12.       ERISA
Compliance.


 


(a)            Except
as disclosed in the Audited Financial Statements or in Schedule 5.12, each Plan is in compliance in all material respects with
the applicable provisions of ERISA, the Code and other applicable Federal or state laws to the extent that any non-compliance therewith
could reasonably be expected to result in a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under
Section 401(a) of the Code has received a favorable determination or opinion 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 has been submitted
to the IRS. To the knowledge of the Borrower, nothing has occurred with respect to the Borrower, or any ERISA Affiliate that would prevent
or cause the loss of such tax-qualified status.


 






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(b)            Except
as disclosed in the Audited Financial Statements or in Schedule 5.12, there are no pending or, to the knowledge of the Borrower,
overtly threatened in writing, 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. Except as disclosed in the Audited Financial Statements or in Schedule 5.12,
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
as disclosed in the Audited Financial Statements or in Schedule 5.12 (i) no ERISA Event has occurred, and neither the Borrower nor
any ERISA Affiliate has actual knowledge of any fact, event or circumstance that could reasonably be expected to constitute or result
in an ERISA Event; (ii) each Loan Party and each ERISA Affiliate has met in all material respects 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; (iii) as of the most recent valuation date for any Pension Plan, the funding target
attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA
Affiliate has actual knowledge of any facts or circumstances that could reasonably be expected to cause the funding target attainment
percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither any Loan Party nor any ERISA Affiliate
has incurred any liability to the PBGC other than for the payment of premiums or obligations of immaterial amounts, and there are no
premium payments which have become due that are delinquent or are being contested in good faith; (v) neither the Borrower nor any
ERISA Affiliate has, to its actual knowledge, engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of
ERISA; and (vi) to the actual knowledge of the Borrower, no Pension Plan has been terminated by the plan administrator thereof nor
by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings
under Title IV of ERISA to terminate any Pension Plan.


 


5.13.       Margin
Regulations; Investment Company Act.


 


(a)            No
Loan Party or any of its Subsidiaries is engaged nor will 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)            Neither
the Borrower, nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940.


 


5.14.       Disclosure.
No report, financial statement, certificate or other information (other than projected and forecasted
financial information and information of a general economic nature or industry specific information) furnished by or on behalf of any
Loan Party, or any of their respective Subsidiaries to the Administrative Agent or any Lender in writing in connection with the transactions
contemplated hereby and the negotiation of this Agreement (including those delivered hereunder or under any other Loan Document (in each
case, as modified or supplemented by other information so furnished, when so modified or supplemented)) contains any untrue statement
of a material fact or omits to state any material fact necessary to make the statements contained herein or therein not misleading when
taken as a whole with other previously provided information, in the light of the circumstances under which made or deemed made and as
of the date made or deemed made (or if such information expressly relates or refers to an earlier date, as of such earlier date). 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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5.15.        Compliance
with Laws. Except as set forth in Schedule 5.15, each of the Loan Parties and each of
their Subsidiaries 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, and if necessary, 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.


 


5.16.       Solvency.
Each of (a) the Borrower individually, (b) the Guarantor individually, and (c) the Loan Parties together with their respective
Subsidiaries taken as a whole, is Solvent. After giving effect to the transactions contemplated hereby to occur on the Closing Date,
including the incurrence of all Indebtedness hereunder, and the application of the proceeds thereof, each of (a) the Borrower individually,
(b) the Guarantor individually, and (c) the Loan Parties together with their respective Subsidiaries taken as a whole, is Solvent.


 


5.17.       OFAC.
Neither any Loan Party, nor any of their Subsidiaries, nor, to the knowledge of any Loan Party
or any of their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity
that is, or is owned or controlled by one or more individuals or entities that are (a) currently the subject or target of any Sanctions,
(b) included on OFAC’s List of Specially Designated Nationals or HMT’s Consolidated List of Financial Sanctions Targets,
or any similar list enforced by any other relevant sanctions authority or (c) located, organized or resident in a Designated Jurisdiction.
The Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with all applicable Sanctions
and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions.


 


5.18.        Anti-Corruption
Laws. Each Loan Party and its Subsidiaries have conducted their businesses in compliance in
all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other anti-corruption
legislation in other jurisdictions applicable to the Loan Parties and their respective Subsidiaries, and have instituted and maintained
policies and procedures designed to promote and achieve compliance with such laws.


 


5.19.        EEA
Financial Institution. No Loan Party is an Affected Financial Institution.


 


ARTICLE VI.

AFFIRMATIVE COVENANTS





 


Beginning on the Closing Date and continuing
so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations not yet due
and payable) hereunder shall remain unpaid or unsatisfied, or (unless a collateral arrangement satisfactory to the L/C Issuer has been
entered into) 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, Section 6.02(a), (b) and (d), and Section 6.03) cause each other
Loan Party and each Subsidiary to:


 






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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, if earlier, 15 days after the
date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal year
ending December 31, 2022), 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, changes in shareholders’ equity, and cash flows for such fiscal
year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared
in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally
recognized standing reasonably acceptable to the Required Lenders, 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 any qualification
as to the scope of such 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 each fiscal year of the
Borrower (or, if earlier, 5 days after the date required to be filed with the SEC (without giving effect to any extension permitted by
the SEC)) (commencing with the fiscal quarter ending June 30, 2022), 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, in each case setting forth in comparative form, as applicable,
the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail, certified by the chief executive officer, chief financial officer, vice president - finance, treasurer or controller
of the Borrower (or similar officer of its managing member) as fairly presenting in all material respects 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.


 


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) (commencing with the
delivery of the financial statements for the fiscal quarter ending June 30, 2022), a duly completed Compliance Certificate signed
by the chief executive officer, chief financial officer, vice president – finance, treasurer or controller of the Borrower (or
similar officer of its managing member);











 


(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;


 






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(c)            promptly,
to the Administrative Agent, upon written request, 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, in each case which are reasonably requested by
the Administrative Agent or any Lender and not subject to confidentiality restrictions or attorney-client privilege;


 


(d)            promptly
after obtaining knowledge thereof, notice of any public announcement by Moody’s or S&P of any downgrade in a Debt Rating; and


 


(e)            promptly
following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender
pursuant to Section 10.18 or otherwise for purposes of compliance with applicable “know your customer” and anti-money-laundering
rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation.


 


Documents required to be delivered pursuant to
Section 6.01(a) or (b) or Section 6.02(b) (to the extent any such documents are included
in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet
at the website address listed on Schedule 10.02; 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 and including the Securities and Exchange Commission’s website on the
internet at www.sec.gov); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies
is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by facsimile or
electronic mail) of the posting of any such documents. 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 with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or
maintaining its copies of such documents.


 


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


 






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6.03.       Notices.
Promptly notify the Administrative Agent and each Lender:


 


(a)            of
the occurrence of any Default; and


 


(b)            of
any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect.


 


Each notice pursuant to this Section 6.03
shall 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.


 


6.04.       Payment
of Taxes, Etc. (a) Timely file all Tax returns (including any extensions) required to be
filed by it, (b) pay all Taxes, governmental assessments and other governmental charges or levies imposed upon it or upon its property
and payable by it before the same shall become delinquent or in default, and (c) maintain appropriate accruals and reserves for
all of the foregoing as required by GAAP, except to the extent that (i) it is in good faith contesting the validity thereof by appropriate
proceedings, if necessary, diligently conducted and has set aside on its books adequate reserves therefor which are required by GAAP
or (ii) such non-filing, non-payment or non-maintenance would not reasonably be expected to result in a Material Adverse Effect.


 


6.05.       Preservation
of Existence, Etc. (a) Preserve and maintain its legal existence and good standing under
the Laws of the jurisdiction of its organization; and (b) take all reasonable action to maintain all rights, privileges, permits,
licenses and franchises necessary in the normal conduct of its business, except in each case (i) where the failure to do so would
not reasonably be expected to have a Material Adverse Effect or (ii) as permitted in Section 7.03.


 


6.06.       Maintenance
of Properties. Maintain all of its material properties and equipment that are necessary in the
operation of its business in good working order and condition, ordinary wear and tear and obsoleteness excepted, except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect.





 


6.07.       Maintenance
of Insurance. Maintain, with financially sound and reputable insurance companies, insurance
or, at its option, self-insure in such amounts (after giving effect to any self-insurance compatible with the following standards) and
against such risks as are customarily insured by other Persons engaged in the same or similar business and owning similar properties;
provided, however, that notwithstanding the foregoing provisions of this Section 6.07, the Loan Parties or
any of their Subsidiaries may effect workers’ compensation or similar insurance in respect of operations in any state or other
jurisdiction through any insurance fund operated by such state or other jurisdiction or by causing to be maintained a system or systems
of self-insurance in accordance with applicable Laws. The insurance coverages and amounts will be reasonably determined by the Borrower,
based on coverages carried by companies of a similar size, engaged in similar businesses and owning similar properties in localities
where such properties owned by the Loan Party or the applicable Subsidiary are located or situated, and with respect to each Subsidiary,
may be maintained by the Borrower.


 






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6.08.       Compliance
with Laws. 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, if necessary, diligently conducted;
or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.


 


6.09.       Books
and Records. Maintain full and accurate books of record and account in conformity with GAAP
consistently applied.


 


6.10.       Inspection
Rights. Permit representatives and independent contractors of the Administrative Agent and,
during the existence of an Event of Default, any Lender to visit and inspect any of its properties, to examine its corporate, financial
and operating records, and to make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its
officers and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice
to the Borrower. Each of the foregoing inspections and examinations shall be made subject to compliance with applicable safety standards
and the same conditions applicable to the Loan Parties or any Subsidiary in respect of property of that Person on the premises of Persons
other than the Loan Parties, Subsidiary or Affiliate thereof, and all information, books and records furnished or requested to be made,
all information to be investigated or verified, all copies and abstracts of all information, books and records and all discussion conducted
with any officer, employee or representative of any Loan Party or any Subsidiary, in each case, shall be subject to any applicable attorney-client
privilege exceptions which the Loan Party or such Subsidiary determines is reasonably necessary and compliance with conditions to disclosures
under non-disclosure agreements between any Loan Party or any Subsidiary and Persons other than the Loan Parties, Subsidiary, or Affiliate
thereof and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality
provisions of Section 10.07 of this Agreement.


 


6.11.       Use
of Proceeds. Use the proceeds of the Credit Extensions (i) to repay in full all Indebtedness
under the Existing Credit Agreement, (ii) for working capital and capital expenditures, (iii) to finance fees, costs and expenses
incurred by the Borrower in connection with this Agreement, and (iv) for other general corporate purposes not in violation of any
Law applicable to it.


 






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6.12.            Clean
Down Period. During each calendar year during the term of this Agreement, there shall be a period
of fifteen consecutive days during which (a) there are no Distribution Loans outstanding and (b) no Distribution Loans will
be made.


 


6.13.            Anti-Corruption
Laws; Sanctions. Conduct its businesses in compliance in all material respects with the United
States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions
and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such Laws and
Sanctions.


 


ARTICLE VII.

NEGATIVE COVENANTS


 


Beginning on the Closing Date and continuing
thereafter so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations
not yet due and payable) hereunder shall remain unpaid or unsatisfied, or (unless a collateral arrangement satisfactory to the L/C Issuer
has been entered into) any Letter of Credit shall remain outstanding, no Loan Party shall (except in the case of the covenants set forth
in Section 7.02, which shall be limited to the Subsidiaries specified therein), nor shall it permit any Subsidiary to directly
or indirectly:


 


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


 


(a)            Liens
pursuant to any Loan Document or securing any of the Obligations;


 


(b)            Liens
for Taxes, assessments, charges and levies not yet delinquent or which are being contested in good faith and by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with
GAAP;


 


(c)            carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens (including Liens on property of the
Borrower or any Subsidiary in the possession of storage facilities, pipelines or barges) arising in the ordinary course of business which
are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings, if necessary,
diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with
GAAP;


 


(d)            Liens
on cash and cash equivalents securing obligations under Swap Contracts;


 


(e)            pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social
security legislation (other than any Lien imposed by ERISA) or to secure letters of credit issued with respect thereto;


 


(f)            deposits
to secure the performance of bids, trade contracts, leases (other than for borrowed money), statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (or to secure letters of
credit issued in connection therewith);


 






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(g)            easements,
rights-of-way, restrictions and other similar encumbrances affecting real property or minor imperfections in title thereto which, in
the aggregate, are not material in amount, and which do not materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable Person;


 


(h)            inchoate
Liens in respect of pending litigation or Liens securing judgments for the payment of money (or securing letters of credit, appeal or
other surety bonds related to such judgments) not constituting an Event of Default under Section 8.01(h);


 


(i)            Liens
arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds maintained with a creditor depository institution and arising in the ordinary course
of business;


 


(j)            Liens
in respect of Operating Leases;


 


(k)            Liens
securing Acquired Indebtedness, provided that (i) each such Lien existed at the time the obligor thereon was merged with
the Borrower or any Subsidiary or otherwise became a Subsidiary, and was not created in anticipation thereof and (ii) no such Lien
shall extend to or cover any property or asset of the Borrower or any Subsidiary other than the property or assets of such obligor at
the time it became a Subsidiary and any additions thereto, proceeds thereof and property in replacement or substitution thereof;


 


(l)            Liens
on any asset acquired by the Borrower or any Subsidiary; provided that (i) each such Lien existed at the time of such acquisition
and was not created in anticipation thereof and (ii) no such Lien shall extend to or cover any property or asset of the Borrower
or any Subsidiary other than the property or asset so acquired and any additions thereto, proceeds thereof and property in replacement
or substitution thereof;


 


(m)            rights
reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any
provision of Law, to revoke or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent
domain or similar process;


 


(n)            rights
reserved to or vested by Law in any Governmental Authority to, control or regulate any of the properties of the Borrower or any Subsidiary
or the use thereof or the rights and interests of the Borrower or any Subsidiary therein, in any manner under any and all Laws;


 


(o)            rights
reserved to the grantors of any properties of the Borrower or any Subsidiary, and the restrictions, conditions, restrictive covenants
and limitations, in respect thereto, pursuant to the terms, conditions and provisions of any rights-of-way agreements, contracts or other
agreements therewith;


 






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(p)            Liens
incurred prior to the Closing Date securing obligations of a Subsidiary (but not a Loan Party) owed on the Closing Date to a Loan Party
or to another Subsidiary of a Loan Party and as set forth on Schedule 7.01(p);


 


(q)            Liens
on Receivables Facility Assets or accounts into which solely collections or proceeds of Receivables Facility Assets are deposited, in
each case arising in connection with a Permitted Receivables Financing;


 


(r)            Liens
securing Indebtedness, including Capital Leases, incurred or assumed for the purpose of financing all or any part of the cost of acquiring,
repairing, constructing or improving fixed or capital assets; provided that (i) any such Lien shall be created substantially simultaneously
with or within 12 months after the acquisition thereof or the completion of the repair, construction or improvement thereof, (ii) such
Lien shall not apply to any other property or assets of the Borrower or any of its Subsidiaries (other than repairs, renewals, replacements,
additions, accession, improvements and betterments thereto) and (iii) the Indebtedness secured thereby does not exceed the cost
of acquiring, constructing, improving, altering or repairing such fixed or capital assets, as the case may be;


 


(s)            Liens
arising out of the refinancing, extension, renewal or refunding of any debt secured by any Lien permitted by clause (k), (l),
or (r) of this Section 7.01; provided that no such Lien shall encumber any additional assets (other than additions
thereto and property in replacement or substitution thereof) or secure debt with a larger principal amount (other than in respect of
accrued interest, fees and transaction costs) than the debt being refinanced, extended, renewed or refunded; and


 


(t)            Liens
otherwise not permitted herein which secure obligations in an aggregate principal amount not to exceed at any time outstanding 15% of
the Borrower’s Consolidated Net Tangible Assets.


 


7.02.            Indebtedness.
Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to
the extent its applicable Guaranty Agreement is then in effect) to create, incur, assume or permit to exist any Indebtedness, except:


 


(a)            Indebtedness
under the Loan Documents;


 


(b)            Indebtedness
of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary;


 


(c)            Acquired
Indebtedness;


 


(d)            Indebtedness
in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business;


 


(e)            Indebtedness
under a Permitted Receivables Financing;


 


(f)            any
refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02;
provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except
by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection
with such refinancing and by an amount equal to any existing commitments unutilized thereunder;


 






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(g)            Guarantees
by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under
this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent;


 


(h)            Guarantees
of Indebtedness permitted pursuant to this Section 7.02; and


 


(i)            other
Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at
any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets.


 


7.03.            Fundamental
Changes; Dispositions. Merge, dissolve, liquidate, consolidate with or into another Person,
or sell, transfer, lease, exchange or otherwise dispose of (whether in one transaction or in a series of related transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant
to a transaction described in Section 1.07(a)), except that, so long as no Default exists or, upon giving pro forma effect
thereto, would immediately result therefrom:


 


(a)            the
Borrower or any Subsidiary may merge, consolidate or amalgamate with another Person, provided that if such merger, consolidation
or amalgamation involves the Borrower, the Borrower shall be the acquiring, surviving or continuing entity;


 


(b)            any
Subsidiary (other than any Subsidiary of the Borrower that owns 25% or more of the Borrower’s Consolidated Net Tangible Assets)
may sell, transfer, lease exchange or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise);


 


(c)            any
Subsidiary may sell, transfer, lease exchange or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation
or otherwise) to the Borrower or another Subsidiary; and


 


(d)            any
Subsidiary (other than any Subsidiary of the Borrower that owns 25% or more of the Borrower’s Consolidated Net Tangible Assets)
may dissolve or liquidate if such dissolution or liquidation results from dispositions not prohibited by this Agreement.


 


7.04.            Change
in Nature of Business. Engage in any material line of business substantially different from
those lines of business conducted by the Borrower and its Subsidiaries on the Closing Date or any business substantially related or incidental
thereto.


 






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7.05.            Transactions
with Affiliates. Enter into any material transaction of any kind with any Affiliate of the Borrower,
whether or not in the ordinary course of business, other than on terms that are no less favorable to the Borrower or such Subsidiary
as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other
than an Affiliate, provided that the foregoing restriction shall not apply to any of the following transactions: (a) any employment,
equity award, equity option or equity appreciation agreement or plan entered into by the Borrower or any of its Subsidiaries in the ordinary
course of business of the Borrower or such Subsidiary; (b) customary compensation, customary indemnification and other customary
benefits made available to officers, directors or employees of the Borrower, any of its Subsidiaries or the EnLink Manager, including
reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (c) transactions
with EnLink Manager as contemplated by the Borrower LLC Agreement; (d) transactions between or among the Borrower and its Subsidiaries
and not involving any other Affiliate; (e) Restricted Payments to Affiliates so long as at the time such Restricted Payment is declared
or made and immediately after giving effect thereto, (i) the Borrower would be in pro forma compliance with Section 7.08
and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (f) other
transactions approved by the conflicts committee of EnLink Manager.


 


7.06.            Burdensome
Agreements. Enter into any material Contractual Obligation that limits the ability of any Subsidiary
to make Restricted Payments to a Loan Party (unless such Restricted Payment may be made to another Loan Party) or otherwise to transfer
property to a Loan Party (unless such property may be transferred to another Loan Party), other than any such limitation existing under
or by reason of:


 


(a)            applicable
Law;


 


(b)            amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of Contractual Obligations existing
on the Closing Date; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement
or refinancings of any security, agreement, instrument or other undertaking evidencing any such Contractual Obligation are no more restrictive,
taken as a whole, with respect to such limitations than those contained in such security, agreement, instrument or other undertaking
as it existed on the Closing Date;


 


(c)            any
Contractual Obligation (i) governing property existing at the time of the acquisition thereof, so long as the limitation relates
only to the property so acquired or (ii) of any Subsidiary existing at the time such Subsidiary was merged or consolidated with
or into, or acquired by, the Borrower or a Subsidiary of the Borrower, or otherwise became a Subsidiary of the Borrower in each case
not created in contemplation of such acquisition, merger or consolidation, and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings of such Contractual Obligations; provided that the amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with
respect to such limitations than those contained in such Contractual Obligations;


 


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


 


(e)            customary
limitations on a Receivables Entity pursuant to a Permitted Receivables Financing;


 






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(f)            restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;


 


(g)            any
Contractual Obligation related to any Indebtedness not prohibited by this Agreement;


 


(h)            any
Contractual Obligation related to the sale, transfer or other disposition of a Subsidiary or property that is not prohibited by this
Agreement; provided that such limitation applies only to that Subsidiary or property, as applicable, pending such sale, transfer or other
disposition;


 


(i)            Liens
permitted pursuant to Section 7.01;


 


(j)            any
Contractual Obligation with respect to the disposition or distribution of property or cash in joint ventures not otherwise prohibited
by this Agreement and entered into in the ordinary course of business; or


 


(k)            any
Contractual Obligation related to preferred Equity Interests issued by a Subsidiary of the Borrower or the payment of dividends thereon
in accordance with the terms thereof, provided that issuance of such preferred Equity Interests is not prohibited by Section 7.02
and the terms of such preferred Equity Interest do not expressly restrict the ability of such Subsidiary to make Restricted Payments
(other than requirements to pay dividends or liquidation preferences on such preferred Equity Interests prior to paying any dividends
or making any other distributions on other Equity Interests).


 


7.07.            Use
of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether
immediately, incidentally or ultimately, (i) to purchase or carry margin stock or to extend credit to others for the purpose of
purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose (within the meaning of Regulation
U of the FRB) in violation of any of the Regulations of the FRB, including Regulations U and X, or (b) for any other purpose that
entails a violation of any of the Regulations of the FRB, including Regulations U and X.


 


7.08.            Financial
Covenant. Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of
the Borrower (i) occurring other than during an Acquisition Period, to be greater than 5.00 to 1.00, or (ii) occurring during
an Acquisition Period, to be greater than 5.50 to 1.00; provided that, for purposes of this Section 7.08, Consolidated EBITDA
may include, at Borrower’s option, any Material Project EBITDA Adjustments.


 


7.09.            Sanctions.
Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise
make available such proceeds to any Subsidiary, or, to the knowledge of the Borrower, any joint venture partner or other Person, to fund
any activities of or business with any Person described in clauses (a), (b), or (c) of Section 5.17,
or in any other manner that will result in a violation by any party hereto of Sanctions.


 


7.10.            Anti-Corruption
Laws. Directly or indirectly use the proceeds of any Credit Extension in furtherance of an offer,
payment, promise to pay or authorization of the payment or giving of money to any Person in violation of the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act 2010, and other anti-corruption legislation in other jurisdictions applicable to the Borrower
and its Subsidiaries.


 






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ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES


 


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


 


(a)            Non-Payment.
The Borrower or any other Loan Party fails to pay (i) when due and payable, any amount of principal of any Loan or any L/C Obligation,
or (ii) within five Business Days after the same becomes due and payable, any interest on any Loan or on any L/C Obligation, any
fee due hereunder pursuant to Section 2.09, 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 (i) Section 6.02(a) which
is not remedied within five Business Days after written notice thereof is given by the Administrative Agent or a Lender to the Borrower,
or (ii) Section 6.03 or Article VII; or


 


(c)            Other
Defaults. Any Loan Party fails to perform or comply with any of its obligations under any other covenant or agreement (not specified
in subsection (a) or (b) above) contained in any Loan Document to which it is a party on its part to be performed or complied
with and such failure continues for 30 days after notice of such failure is given by the Administrative Agent to the Borrower or such
Loan Party; or


 


(d)            Representations
and Warranties. Any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary herein or in
any other Loan Document shall be incorrect when made or deemed made, in any material respect; or


 


(e)            Cross-Default.
(i) Any Loan Party or any Material Subsidiary (or any two or more Subsidiaries that, if combined, would constitute a Material Subsidiary)
(A) fails to make any payment when due and payable (whether by scheduled maturity, required prepayment, tender, put, acceleration,
demand, or otherwise) of any principal of or interest on any Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap
Contracts) in an aggregate principal amount which exceeds the Threshold Amount and such failure continues after the passing of the applicable
notice and grace periods (other than such Indebtedness the validity of which is being contested in good faith, by appropriate proceedings
(if necessary) and for which adequate reserves with respect thereto are maintained on the books of such Borrower or Subsidiary as required
by GAAP), or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in
any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, in each case, beyond the applicable
grace, cure, extension, forbearance or similar period, if the effect of which failure or other event is to cause such Indebtedness to
be declared to be due and payable or required to be prepaid or repurchased (other than by regularly scheduled payment) prior to its stated
maturity (provided that, with respect to clause (B) only, the foregoing shall not apply to any mandatory tender, mandatory prepayment
or put in connection with the consummation of any transaction not prohibited by this Agreement); 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, (1) the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold
Amount (other than amounts under such Swap Contract, the validity of which are being contested in good faith, by appropriate proceedings
(if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Borrower or such Subsidiary as
required by GAAP), (2) after giving effect to any applicable grace, cure, extension, forbearance or similar period, the effect of
such Early Termination Date is to cause such Swap Termination Value to become due and (3) such Swap Termination Value has not been
paid when due; or


 






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(f)            Insolvency
Proceedings, Etc. Any Loan Party, EnLink GP, or any Material Subsidiary (or any two or more Subsidiaries that, if combined, would
constitute a Material Subsidiary), or EnLink Manager 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)            Inability
to Pay Debts; Attachment. (i) Any Loan Party, EnLink GP or any Material Subsidiary (or any two or more Subsidiaries that, if
combined, would constitute a Material Subsidiary), or EnLink Manager becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of any such Person and is not stayed, released, vacated or fully bonded within 60 days
(or such longer period for which a stay of enforcement is allowed by applicable Law) after its issue or levy; or


 


(h)            Judgments.
There is entered against any Loan Party, EnLink GP or any Material Subsidiary (or any two or more Subsidiaries that, if combined, would
constitute a Material Subsidiary) a judgment for the payment of money in an aggregate amount (as to all such judgments or orders) which
exceeds the Threshold Amount (to the extent not covered by independent third-party insurance as to which such insurer has not disputed
coverage, or self-insurance reasonably acceptable to the Administrative Agent) at any one time outstanding and prior to the discharge
thereof (i) enforcement proceedings are lawfully commenced by any creditor upon such judgment or (ii) there is a period of
30 consecutive days after the entry of such judgment during which a discharge, stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or


 






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(i)            ERISA.
(i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV
of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, 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 in an aggregate amount in excess of the
Threshold Amount; or


 


(j)            Invalidity
of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the payment Obligations (other than contingent obligations not yet due and payable),
ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any Loan Document;
or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate
or rescind any Loan Document other than in accordance with the terms of such Loan Document; or


 


(k)            Change
of Control. There occurs any Change of Control after the Closing Date.


 


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 any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated or suspended
(as the case may be), whereupon such commitments and obligation shall be terminated or suspended (as the case may be);


 


(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 105% of the aggregate L/C Obligations then outstanding);
and


 


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


 


provided,
however, that upon the occurrence of (i) an actual or deemed entry of an order for relief with respect to the Borrower under
the Bankruptcy Code of the United States and/or (ii) an Event of Default under Section 8.01(f), the obligation of each
Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal
amount of all outstanding Loans and all interest and other amounts that have accrued and are owing 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.


 






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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 2.16 and 2.17 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 the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or L/C Issuer) 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;


 


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 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 2.16; and


 


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


 


Subject to Sections 2.03(c) and 2.16,
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 payment Obligations, if any, in
the order set forth above.


 






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ARTICLE IX.

ADMINISTRATIVE AGENT


 


9.01.            Appointment
and Authority. Each of the Lenders and the L/C Issuer 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 Issuer, 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; provided that the meaning of such term in Section 10.06(c) is
intended to be consistent with the meaning of such term as used in Section 5f.103-1(c) of the United States Treasury Regulations
and any other analogous sections of the Code or United States Treasury Regulations. 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 business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders.


 


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


 


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


 


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


 


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


 






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The Administrative Agent shall not be liable
for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under
the circumstances as provided in Sections 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 the L/C Issuer.


 


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


 


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


 






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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 Issuer and the Borrower. Upon receipt of
any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, 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 Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not
a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.


 


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


 


(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 the 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 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.


 






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(d)            Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as 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 the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation
as 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 (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, 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.


 


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


 


9.08.            No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers,
Co-Syndication Agents, or Co-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 the 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 any Loan Party, 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


 






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


 


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


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer
to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Sections 2.09 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 the L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative
Agent to vote in respect of the claim of any Lender or the 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 Benefit
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;


 






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


 


(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 or any
other Loan Party, 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).


 


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


 






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ARTICLE X.

MISCELLANEOUS


 


10.01.            Amendments,
Etc. Subject to Section 2.18 and 3.03, no amendment or waiver of any provision
of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall
be effective unless in writing signed by the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders)
and the Borrower or the applicable Loan Party, 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 without the written consent of each Lender;


 


(b)            [reserved];


 


(c)            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;


 


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


 


(e)            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 or amend or modify
the KPI Pricing Adjustment Limitations or the definition of “Applicable Rate” or any other provision to provide that the
Applicable Rate or the Commitment Fee are not subject to the KPI Pricing Adjustment Limitations without the written consent of each Lender
directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) 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, (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of
such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder or (iii) subject
to the KPI Pricing Adjustment Limitations, approve any ESG Amendment (including any KPI Pricing Adjustments established or modified pursuant
thereto);


 


(f)            (i) change
Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby or
any other provision providing for the pro rata treatment of Lenders or (ii) subordinate the Obligations in right of payment to any
other Indebtedness, in each case without the written consent of each Lender;


 






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(g)            any
release of the Guarantor or any Subsidiary Guarantor from its obligations under the Guaranty Agreement without the written consent of
each Lender; or


 


(h)            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 Issuer in addition to the Lenders required above, affect
the rights or duties of the L/C Issuer 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; (iv) each Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto; and (v) Schedule 1.01(b) may be amended with the
approval of the Borrower, the Administrative Agent and the applicable Lender and/or L/C Issuer without the consent of any other Lender.
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, nor the principal owed to any such Lender reduced, or the final maturity thereof
extended, without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders
or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders
shall require the consent of such Defaulting Lender.


 


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 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 or any other Loan Party, the Administrative Agent, any 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).


 






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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 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 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, any L/C Issuer or any Loan Party 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.


 


(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 any Loan Party, any
Lender, any 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, any Loan Party’s or the Administrative Agent’s transmission of Borrower
Materials through the Internet except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court
of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such
Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, any L/C Issuer
or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 






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(d)            Change
of Address, Etc. Each Loan Party, the Administrative Agent, each 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 or electronic Committed Loan Notices, Letter of Credit Applications 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. Each Loan Party 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. All telephonic notices to and other telephonic communications with
the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


10.03.            No
Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the 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
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.


 






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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 Loan Parties 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 Issuer; 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) the 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 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 any Loan Party 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 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 out-of-pocket expenses incurred by the
L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder
and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable
fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the 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 out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such fees, charges
and disbursements of counsel shall be limited to a single firm of counsel for the Administrative Agent, Lenders and the L/C Issuer and,
if reasonably necessary, a single firm of local or regulatory counsel in each appropriate jurisdiction and a single firm of special counsel
for each relevant specialty, in each case for such Person, and, solely in the case of an actual or perceived conflict of interest, where
the Administrative Agent, any Lender or the L/C Issuer affected by such conflict informs the Borrower of such conflict, one additional
firm of counsel in each relevant jurisdiction for such Person similarly situated.


 






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(b)            Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the 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, settlement costs, and related expenses (including
the reasonable fees, charges and disbursements of any counsel for the Indemnitees), incurred by any Indemnitee or asserted against any
Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties 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 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, (ii) any Loan or Letter of Credit
or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter
of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower
or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) 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 or any other Loan Party, 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 (A) 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 the gross negligence or willful misconduct of such Indemnitee or a breach in
bad faith by an Indemnitee of its obligations under the Loan Documents, and (B) such fees, charges and disbursements of counsel
shall be limited to a single firm of counsel for all the Indemnitees and, if reasonably necessary, a single firm of local or regulatory
counsel in each appropriate jurisdiction and a single firm of special counsel for each relevant specialty, in each case for all such
Indemnitees, and, solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs
the Borrower of such conflict, one additional firm of counsel in each relevant jurisdiction for the affected Indemnitee similarly situated.
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), the 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), the L/C
Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of
the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount
in respect of a claim asserted by such Lender), provided, further 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),
the 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), the 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, neither the Borrower nor any Indemnitee referred
to in subsection (b) above shall assert, and each hereby waives, and acknowledges that none of its affiliates shall have, any claim
against the Borrower or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
thereof; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the
extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which any Indemnitee
is otherwise entitled to indemnification under subsection (b) above. No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such
unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection
with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages
resulting from the gross negligence or willful misconduct of such Indemnitee or the breach in bad faith of such Indemnitee of its obligations
hereunder or thereunder 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 Issuer 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, the L/C Issuer or any Lender, or the Administrative Agent, the 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, the 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 the 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 Federal Funds Rate from time to time in effect. The obligations of the Lenders
and the L/C Issuer 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 (f) 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 Issuer 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 Eligible 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 and/or the Loans at the time owing
to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of
this Section in the aggregate 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 the “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).


 






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(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;


 


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


 


(A)            the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment or (2) such assignment is 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 five (5) Business Days after having received written 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 the L/C Issuer and the Swing Line Lender 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 to any Person that is at the time of the trade date with respect
to such assignment (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) a natural Person, (C) a
Disqualified Lender unless the Borrower consents to such assignment or (D) a 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 (v); provided,
however, that other than maintaining and updating the list of Disqualified Lenders in accordance with the definition thereof or providing
the list of Disqualified Lenders upon written request, (x) the Administrative Agent shall not be responsible or have any liability
for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified
Lenders and (y) without limiting the generality of the foregoing, the Administrative Agent shall not (i) be obligated to ascertain,
monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (ii) have
any liability with respect to or arising out of any assignment or participation of Loans to any Disqualified Lender.


 






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(vi)            Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay
and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender
hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations
in Letters of Credit and Swing Line Loans in accordance with its 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.


 


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 Revolving 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.


 


Notwithstanding anything to the contrary in any
Loan Document, BofA Securities, Inc. may, without notice to the Company, assign its rights and obligations under this Agreement
to any other registered broker-dealer wholly owned by Bank of America Corporation to which all or substantially all of Bank of America
Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred
following the date of this Agreement.


 






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(c)            Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax
purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the
equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower,
the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.


 


(d)            Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the L/C Issuer or the Swing
Line Lender, sell participations to any Person (other than a Person that is at the time of the trade date with respect to such sale a
natural Person, a Disqualified Lender, 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 Issuer 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.


 


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) (it being understood that the documentation
required under Section 3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; 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
paragraph (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 and Section 10.13
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.


 






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(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 Revolving 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.


 


(f)            Resignation
by Bank of America as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein,
if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America 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 Bank of America as L/C Issuer or Swing Line Lender, as
the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as 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, 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 Bank of America to effectively
assume the obligations of Bank of America with respect to such Letters of Credit.


 






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10.07.            Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the
L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to
its Affiliates and to its Related Parties (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 purporting to have 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 subpoena or similar legal process, (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 2.14(d) or Section 2.15(c),
(ii) any actual or prospective party (or its Related Parties) 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 or (iii) credit insurance
brokers and providers, (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 or (ii) 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 or (i) to the extent such Information (x) becomes publicly available other than as a result of
a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information”
means all information received from the Borrower or any Subsidiary in connection with this Agreement and the other Loan Documents relating
to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative
Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary. Any Person required
to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation
to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.


 


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


 






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10.08.            Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the 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)
at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate
to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or
any other Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their
respective Affiliates, irrespective of whether 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 the 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 2.17
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 Issuer 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, the 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, the L/C Issuer or their respective Affiliates may have. Each
Lender and the 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.


 


10.10.            Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative
Agent or the 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.


 






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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, the 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.


 


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 would constitute a Defaulting Lender under clause (a) of the definition thereof but
for such Lender’s good faith determination that one or more conditions precedent to funding has not been satisfied and the Borrower
and the Administrative Agent dispute such determination) or a Non-Consenting Lender or if any other circumstance exists hereunder that
gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice
to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 10.06), 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);


 






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(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.


 


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.


 


(b)            SUBMISSION
TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE EXCLUSIVE JURISDICTION OF 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, BOROUGH OF MANHATTAN, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION, LITIGATION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
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. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY
RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY OF THEIR RESPECTIVE AFFILIATES MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY OTHER PARTY HERETO OR THERETO, THE BORROWER
OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 






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(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.


 


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 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 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.


 






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10.17.            Electronic
Execution of This Agreement, Assignments and Certain Other Documents. This Agreement, any Loan
Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record
and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent and the Lender Parties
agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent
as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and
binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually
executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including
both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the
authorization under this paragraph may include use or acceptance of a manually signed paper Communication which has been converted into
electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission,
delivery and/or retention. The Administrative Agent and each of the Lender Parties may, at its option, create one or more copies of any
Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the
ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic
Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity
and enforceability as a paper record. The Administrative Agent and each of the Lender Parties shall be entitled to rely on any Electronic
Signature purportedly given by or on behalf of any Loan Party and/or any Lender Party without further verification and upon the request
of the Administrative Agent or any Lender Party, any Electronic Signature shall be promptly followed by such manually executed counterpart.
For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned
to them, respectively, by 15 USC §7006, as it may be amended from time to time.


 


Neither the Administrative
Agent, any L/C Issuer nor Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity,
enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the
avoidance of doubt, in connection with the Administrative Agent’s, any L/C Issuer’s or Swingline Lender’s reliance
on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent, each L/C
Issuer and Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other
Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website
posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed
by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth
in the Loan Documents for being the maker thereof).


 






    -115- 


     


    

 


Each of the Loan Parties
and each Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of
this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement and/or such other Loan
Document, and (ii) any claim against the Administrative Agent, each Lender Party and each of their respective Related Parties for
any liabilities arising solely from the Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic
Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in
connection with the execution, delivery or transmission of any Electronic Signature.


 


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 “Act”), it is required to obtain, verify
and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the
Act. 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.


 


10.19.            Time
of the Essence. Time is of the essence of the Loan Documents.


 


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


 


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


 






    -116- 


     


    

 


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


 


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


 


10.21.            Acknowledgment
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 10.21, 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).


 






    -117- 


     


    

 


“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).


 


10.22.            Exiting
Lenders; Reallocation of Revolving Credit Exposures.


 


(a)            Exiting
Lenders. By its execution of this Agreement, each of Bank of Montreal, Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch,
JPMorgan Chase Bank, N.A., Morgan Stanley Bank, N.A., The Huntington National Bank and Raymond James Bank (each, an “Exiting
Lender” and collectively, the “Exiting Lenders”) hereby consents to the amendment and restatement of the
Existing Credit Agreement pursuant to the terms and conditions of this Agreement in its capacity as a Lender under the Existing Credit
Agreement. Each of the parties hereto hereby agrees and confirms that after giving effect to this Agreement, including after giving effect
to the repayment of all Loans and accrued and unpaid interest and fees owing to each Exiting Lender, each Exiting Lender’s Commitment
shall be $0.00, each Exiting Lender’s Commitments to lend and all other obligations of the Exiting Lenders under this Agreement
shall be terminated (other than any obligations that expressly survive the termination or departure of a Lender under the Loan Documents
in accordance with their terms), and the Exiting Lenders shall cease to be Lenders for all purposes under the Loan Documents; provided
that the rights and obligations under this Agreement expressly stated to survive the termination of this Agreement and the repayment
of amounts outstanding hereunder shall survive for the benefit of the Exiting Lenders, including the indemnification rights set forth
in Section 10.04 of the Existing Credit Agreement. Each of the Exiting Lenders that holds a Revolving Note (as defined in the Existing
Credit Agreement) agrees to promptly return such Revolving Note to the Borrower marked “cancelled”. Each of the Exiting Lenders
and the Lenders that are lenders under the Existing Credit Agreement hereby waive any requirements for notice of prepayment of Loans
(as defined in the Existing Credit Agreement) under the Existing Credit Agreement with respect to the payments, if any, made thereunder
on the Closing Date.


 


(b)            Reallocation
of Revolving Credit Exposures. On the Closing Date, immediately after giving effect to this Agreement and any Loans made on the Closing
Date, (i) each Lender (including each New Lender) who holds Loans in an aggregate amount less than its Applicable Percentage of
all Loans shall advance new Loans which shall be disbursed to the Administrative Agent and used to repay Loans outstanding to each Lender
(including each Exiting Lender) who holds Loans in an aggregate amount greater than its Applicable Percentage of all Loans (including,
for the avoidance of doubt, the repayment of all Loans owing to the Exiting Lenders), (ii) each Lender’s (including each New
Lender’s) participation in each Letter of Credit, if any, shall be automatically adjusted to equal its Applicable Percentage, (iii) such
other adjustments may be made as the Administrative Agent may specify so that the Revolving Credit Exposure applicable to each Lender
(including each New Lender) equals its Applicable Percentage of the aggregate Revolving Credit Exposure of all Lenders (and any other
adjustments that the Administrative Agent may specify that provide for the payment of all accrued and unpaid interest and fees owing
to the Exiting Lenders) and (iv) upon request by each applicable Lender, the Borrower shall be required to make any break funding
payments owing to such Lender that are required under Section 3.05 solely as a result of the reallocation of the Loans and
the other adjustments contemplated by this Section 10.22(b). The Exiting Lenders and the Lenders hereby waive any requirement
of the Existing Credit Agreement and this Agreement (including Section 2.13 of this Agreement) that requires payments to Lenders
under and as defined in the Existing Credit Agreement and Lenders to be made on a pro rata basis solely to the extent necessary to permit
the payment to the Exiting Lenders of the amounts provided by this Section 10.22.


 






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10.23.            Amendment
and Restatement. This Agreement constitutes an amendment and restatement of the Existing Credit
Agreement and shall supersede and replace the Existing Credit Agreement in its entirety, effective from and after the Closing Date; provided,
however, that (a) neither the execution and delivery of this Agreement nor any of the other Loan Documents shall constitute
a novation of any indebtedness or other obligations owing to the Lenders, the L/C Issuers, the Swing Line Lender or the Administrative
Agent under the Existing Credit Agreement and (b) all loans, letters of credit, and other indebtedness, obligations and liabilities
outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall constitute Loans, Letters of Credit and other
indebtedness, obligations and liabilities under this Agreement.


 


10.24.            Existing
Eurodollar Rate Loans. Notwithstanding anything to the contrary in this Agreement, all “Eurodollar
Rate Loans” (under and as defined in the Existing Credit Agreement as in effect immediately prior to giving effect to this Agreement)
outstanding immediately prior to the effectiveness of this Agreement shall, on the Closing Date, be rearranged and converted into a new
Borrowing consisting of Term SOFR Loans with an Interest Period of one-month’s duration (commencing on the Closing Date), and which
Term SOFR Loans shall thereafter be subject to the terms and conditions of this Agreement. In connection with such conversion, the Borrower
shall deliver a Committed Loan Notice in accordance with Section 2.02; provided that such Commitment Loan Notice may
state that such notice is conditioned upon the effectiveness of this Agreement and such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each Lender hereby waives
any break funding payments owing to such Lender that are required under Section 3.05 of the Existing Credit Agreement in
connection with or as a result of this Section 10.24.


 


10.25.            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.


 






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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.


 


	 	EnLink Midstream, LLC
	 	 
	 	By:	EnLink Midstream Manager, LLC,
	 	 	its managing member
	 	 
	 	 	By:	/s/ Pablo Mercado
	 	 	Name:	Pablo G. Mercado
	 	 	Title:	Executive Vice President and Chief Financial Officer




 


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	 	bank
    of AMERICA, n.a., as Administrative Agent, a
    Lender, L/C Issuer and Swing Line Lender
	 	 
	 	By:	/s/ Kimberly Miller
	 	Name:	Kimberly Miller
	 	Title:	Director




 


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	 	ROYAL BANK OF CANADA, as a Lender and L/C Issuer
	 	 
	 	By:	 /s/ Jason S. York
	 	Name:	Jason S. York
	 	Title:	Authorized Signatory




 


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	 	CITIBANK, N.A., as a Lender and L/C Issuer
	 	 
	 	By:	/s/ Maureen Maroney
	 	Name:	Maureen Maroney
	 	Title:	Vice President




 


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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and L/C Issuer
	 	
	 	By:	 /s/ Brandon Kast
	 	Name:	Brandon Kast
	 	Title:	Director




 


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	 	MUFG BANK, LTD., as a Lender and L/C Issuer
	 	 
	 	By:	 /s/ Edward Andrew
	 	Name:	Edward Andrew
	 	Title:	Authorized Signatory




 


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




 


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	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender and L/C Issuer
	 	 
	 	By:	/s/ Kyle T. Helfrich
	 	Name:	Kyle T. Helfrich
	 	Title:	Senior Vice President




 


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	 	REGIONS BANK, as a Lender
	 	 
	 	By:	/s/ Michael Kolosowsky
	 	Name:	Michael Kolosowsky
	 	Title:	Managing Director




 


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	 	TRUIST BANK, as a Lender and L/C Issuer
	 	 
	 	By:	/s/ Lincoln LaCour
	 	Name:	Lincoln LaCour
	 	Title:	Vice President




 


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	 	THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender and L/C Issuer
	 	 
	 	By:	 /s/ Tyrone Nicholson
	 	Name:	Tyrone Nicholson
	 	Title:	Authorized Signatory




 


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	 	THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender
	 	 
	 	By:	/s/ Joe Lattanzi
	 	Name:	Joe Lattanzi
	 	Title:	Managing Director




 


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	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ Luke S. Fernie
	 	Name:	Luke S. Fernie
	 	Title:	Assistant Vice President




 


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	 	COMERICA BANK, as a Lender
	 	 
	 	By:	/s/ Caroline McClurg
	 	Name:	Caroline McClurg
	 	Title:	Senior Vice President




 


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	 	Zions Bancorporation, N.A. dba Amegy
    Bank, as a Lender
	 	 
	 	By:	/s/ Jill McSorley
	 	Name:	Jill McSorley
	 	Title:	 Senior Vice President – Amegy Bank Division




 


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	 	CoBank, ACB, as
    a Lender
	 	 
	 	By:	 /s/ Monica Morton
	 	Name:	Monica Morton
	 	Title: 	Executive Director




 


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




 


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	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as an Exiting Lender
	 	 
	 	By:	 /s/ Komal Shah
	 	Name:	 Komal Shah
	 	Title:	Authorized Signatory
	 	 
	 	By:	 /s/ Michael Wagner
	 	Name:	Michael Wagner
	 	Title:	Authorized Signatory




 


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




 


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	 	THE HUNTINGTON NATIONAL BANK, as an Exiting Lender
	 	 
	 	By:	/s/ Jason A Zilewicz
	 	Name:	Jason A Zilewicz
	 	Title:	Director




 


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	 	RAYMOND JAMES BANK, as an Exiting Lender
	 	 
	 	By:	 /s/ Kathy Bennett
	 	Name:	Kathy Bennett
	 	Title:	SVP




 


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	 	BANK OF MONTREAL, as an Exiting Lender
	 	 
	 	By:	/s/ Matthew L. Davis
	 	Name:	Matthew L. Davis
	 	Title:	Director




 


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SCHEDULE 1.01(a)


 


EXISTING
lETTERS OF CREDIT


 


	Letter of Credit	 	Letter of	 		 	Original	 	Expiry
	Issuer	 	Credit #	 	$ Amount	 	Issue Date	 	Date
	Bank of America, N.A.	 	3137659	 	785,473.00	 	6/20/2016	 	5/1/2023
	Bank of America, N.A.	 	68178472	 	2,500,000.00	 	12/6/2021	 	4/30/2023
	Citibank, N.A.	 	69603543	 	5,545,516.00	 	3/23/2015	 	2/5/2023
	Citibank, N.A.	 	69603544	 	2,334,188.00	 	3/23/2015	 	2/4/2027
	Citibank, N.A.	 	69618667	 	4,380,000.00	 	2/11/2020	 	6/2/2028
	Citibank, N.A.	 	69622203	 	15,016,269.00	 	4/30/2021	 	6/30/2026
	Citibank, N.A.	 	69622298	 	14,000,000.00	 	5/5/2021	 	10/31/2022



 


Schedule
1.01(a) Revolving Credit Agreement


 






    	 	-1-	 



     


    

 


SCHEDULE 1.01(b)


 


L/C
ISSUER SUBLIMITS


 


	L/C Issuer	 	L/C
    Issuer Sublimit	 
	Bank of America, N.A.	 	$	100,000,000.00	 
	Citibank, N.A.	 	$	50,000,000.00	 
	Mizuho Bank, Ltd.	 	$	50,000,000.00	 
	MUFG Bank, Ltd.	 	$	50,000,000.00	 
	PNC Bank, National Association	 	$	50,000,000.00	 
	Royal Bank of Canada	 	$	50,000,000.00	 
	The Toronto-Dominion Bank, New York Branch	 	$	50,000,000.00	 
	Truist Bank	 	$	50,000,000.00	 
	Wells Fargo Bank, N.A.	 	$	50,000,000.00	 
	Total	 	$	500,000,000.00	 



 


Schedule
1.01(b) Revolving Credit Agreement


 






    	 	-1-	 



     


    

 


SCHEDULE 2.01


 


COMMITMENTS

AND APPLICABLE PERCENTAGES


 


	Lender	 	Commitment	 	 	Applicable Percentage	 
	Bank of America, N.A.	 	$	105,000,000.00	 	 	 	7.500000000	%
	Citibank, N.A.	 	$	105,000,000.00	 	 	 	7.500000000	%
	Mizuho Bank, Ltd.	 	$	105,000,000.00	 	 	 	7.500000000	%
	MUFG Bank, Ltd.	 	$	105,000,000.00	 	 	 	7.500000000	%
	PNC Bank, National Association	 	$	105,000,000.00	 	 	 	7.500000000	%
	Royal Bank of Canada	 	$	105,000,000.00	 	 	 	7.500000000	%
	The Toronto-Dominion Bank, New York Branch	 	$	105,000,000.00	 	 	 	7.500000000	%
	Truist Bank	 	$	105,000,000.00	 	 	 	7.500000000	%
	Wells Fargo Bank, N.A.	 	$	105,000,000.00	 	 	 	7.500000000	%
	CoBank, ACB	 	$	88,750,000.00	 	 	 	6.339285714	%
	Regions Bank	 	$	88,750,000.00	 	 	 	6.339285714	%
	The Bank of Nova Scotia, Houston Branch	 	$	88,750,000.00	 	 	 	6.339285714	%
	U.S. Bank National Association	 	$	88,750,000.00	 	 	 	6.339285714	%
	Comerica Bank	 	$	60,000,000.00	 	 	 	4.285714286	%
	Zions Bancorporation, N.A. dba Amegy Bank	 	$	40,000,000.00	 	 	 	2.857142857	%
	Total	 	$	1,400,000,000.00	 	 	 	100.00000000000000	%



 


Schedule
2.01 Amended and Restated Revolving Credit Agreement


 






    	 	-1-	 



     


    

 


SCHEDULE 10.02


 


administrative
agent’s OFFICE;

certain ADDRESSES FOR NOTICES


 


BORROWER:


 


EnLink Midstream, LLC


1722 Routh Street, Suite 1300


Dallas, Texas 75201


Attention: General Counsel





Facsimile: 214-721-9299


Electronic Mail: legal@enlink.com


Website Address: www.enlink.com


Taxpayer Identification Number: 46-4108528


 


with a copy to:


 


BAKER BOTTS L.L.P


2001 Ross Avenue


Suite 1000


Dallas, Texas 75201


Attention: Luke A. Weedon


Telephone: 214-953-6970


Facsimile: 214-661-4970


Electronic Mail: luke.weedon@bakerbotts.com


 


Schedule
10.02 Amended and Restated Revolving Credit Agreement


 






    	 	-1-	 



     


    

 


ADMINISTRATIVE AGENT:


 





Administrative
Agent’s Office

(for payments and Requests for Credit Extensions):


 


Bank of America, N.A.


Street Address: 2380 Performance Dr


Mail Code: TX2-984-03-02


City, State ZIP Code: Richardson, TX 7502


Attention: Nathalye Cristobal


Telephone: (469) 201-0888


Electronic Mail: nathalye.v.cristobal@bofa.com


Account No.:  1366072250600


Ref:  Enlink Midstream LLC


ABA# 026009593


 


Other
Notices as Administrative Agent:


 


Bank of America, N.A.

Agency Management

Street Address:  222 Broadway


Mail Code:  NY3-222-14-03

City, State ZIP Code:  New York, NY  10038


Attention:  Steven Gazzillo


Telephone:  (646) 556-0328


Facsimile:   (212) 901-7842


Electronic Mail: steven.gazzillo@bofa.com


 


SWING LINE LENDER:


 


Bank of America, N.A.


Street Address: 2380 Performance Dr


Mail Code: TX2-984-03-02


City, State ZIP Code: Richardson, TX 7502


Attention: Nathalye Cristobal


Telephone: (469) 201-0888


Electronic Mail: nathalye.v.cristobal@bofa.com


Account No.:  1366072250600


Ref:  Enlink Midstream LLC


ABA# 026009593


 


L/C ISSUERS:


 


Bank of America, N.A.


Bank of America Trade Operations


Mail Code: PA6-580-02-30


1 Fleet Way


Scranton, PA 18507


Phone: (570) 496-9619


Fax: (800) 755-8743


Email: tradeclientserviceteamus@baml.com


 


Schedule
10.02 Amended and Restated Revolving Credit Agreement


 






    	 	-2-	 



     


    

 


Attn: Michael Grizzanti


Phone: (570) 496-9621


Fax: (800) 755-8743


Email:  michael.a.grizzanti@bofa.com


 


Citibank, N.A.


1 Penns Way, Ops II


New Castle, DE 19720


Attn: Gopinath Elogovan


Phone: (201) 472-4024


Email: global.loans.lcrecon@citi.com


 


Mizuho Bank, Ltd.


Global Transaction Banking Department


1271 Avenue of the Americas


New York, NY 10020


Attn: Eva Millas Russo and Chris Hahn


Tel: 212-282-3224 or 212-282-3593


Email: eva.millasrusso@mizuhogroup.com


Email: christopher.hahn@mizuhogroup.com


 


MUFG Bank, Ltd.


Harborside 3


210 Hudson Street, Suite 500


Operations & Technology for the Americas


Jersey City, NJ 07311


Attn: Antonina Bondi


Tel: (201) 413-8823


Email: abondi@us.mufg.jp


 


PNC Bank, National Association


500 First Avenue, 2nd Floor, P7-PFSC-02-T


Pittsburgh, PA 15219


Email: loccentralizedunit@pnc.com


 


Royal Bank of Canada


155 Wellington Street West, 8th Floor


Toronto, Ontario


M5V 3K7


Attn: Margaret Petrujkic


Email: margaret.petrujkic@rbccm.com


 


Toronto-Dominion Bank, New York Branch


TD Global Trade Finance


Attn: KC Kadkhoda


Phone: (604) 654-3508


Email: tdcgysbl@tdsecurities.com


Email: k.c.kadkhoda@tdsecurities.com


 


Schedule
10.02 Amended and Restated Revolving Credit Agreement


 






    	 	-3-	 



     


    

 


Truist Bank


Attn: Letters of Credit & Trade Services


7701 Airport Center Drive, Suite 2600


Mail Code: 527-99-02-85


Greensboro, NC 27409


Fax: 336-605-5830


Telephone: 800-951-7847


Email: LettersOfCredit@truist.com


 


Wells Fargo Bank, N.A.


1445 Ross Avenue, Suite 4500


Dallas, TX 75202


Attn: Wendy Morris


Telephone: (214) 721-6439


Email: wendy.a.morris@wellsfargo.com


 


Schedule
10.02 Amended and Restated Revolving Credit Agreement


 






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