EXHIBIT 10.2


 


Execution Version


 


 


Published CUSIP Number: 94107LAS7


Published Term Loan CUSIP Number: 94107LAT5


 


$1,000,000,000


 


TERM LOAN CREDIT AGREEMENT


 


dated as of May 27, 2022


 


by and among


 


WASTE MANAGEMENT, INC.,


as the Borrower,


 


WASTE MANAGEMENT HOLDINGS, INC.,


as Guarantor,


 


CERTAIN BANKS


 


and


 


BANK OF AMERICA, N.A.,


as Administrative Agent


 


MIZUHO BANK, LTD.


and THE BANK OF NOVA SCOTIA,

as Syndication Agents


 


PNC BANK, NATIONAL ASSOCIATION,


SUMITOMO MITSUI BANKING CORPORATION,


U.S. BANK NATIONAL ASSOCIATION and


WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Co-Documentation Agents


 


BofA
SECURITIES, INC.,


MIZUHO
BANK, LTD. and


THE BANK OF NOVA SCOTIA,

as Lead Arrangers and Joint Bookrunners


 


 






    	 	 	 



     


    

 


TABLE OF CONTENTS


 


	§1.	DEFINITIONS AND RULES OF INTERPRETATION	1
	 	 	 
	 	§1.1.	Definitions	1
	 	§1.2.	Rules of Interpretation	18
	 	§1.3.	Classification of Loans and Borrowings	19
	 	§1.4.	[Reserved.]	19
	 	§1.5.	Times of Day	19
	 	§1.6.	Interest Rates	19
	 	 	 
	§2.	THE LOAN FACILITIES	19
	 	 	 
	 	§2.1.	Loans	19
	 	§2.2.	Fees	19
	 	§2.3.	[Reserved.]	20
	 	§2.4.	Borrowings, Conversions and Continuations of Loans	20
	 	§2.5.	[Reserved.]	21
	 	§2.6.	[Reserved.]	21
	 	§2.7.	Prepayments	21
	 	§2.8.	Repayment of Loans	21
	 	§2.9.	Interest	21
	 	§2.10.	Computation of Interest and Fees	22
	 	§2.11.	Evidence of Debt	22
	 	§2.12.	Payments Generally; Administrative Agent’s Clawback	23
	 	§2.13.	Sharing of Payments by Banks	24
	 	§2.14.	[Reserved.]	25
	 	§2.15.	[Reserved.]	25
	 	§2.16.	[Reserved.]	25
	 	§2.17.	Defaulting Banks	25
	 	§2.18.	Replacement of Banks	26
	 	§2.19.	Sustainability Adjustments	27
	 	 	 
	§3.	TAXES, YIELD PROTECTION AND ILLEGALITY	27
	 	 	 
	 	§3.1.	Taxes	27
	 	§3.2.	Illegality	31
	 	§3.3.	Inability to Determine Rates	32
	 	§3.4.	Increased Costs	34
	 	§3.5.	Compensation for Losses	35
	 	§3.6.	Mitigation Obligations; Replacement of Banks	35
	 	§3.7.	Survival	35
	 	 	 
	§4.	[Reserved.]	36
	 	 	 
	§5.	[Reserved.]	36
	 	 	 
	§6.	REPRESENTATIONS AND WARRANTIES	36
	 	 	 
	 	§6.1.	Corporate Authority	36
	 	§6.2.	Governmental and Other Approvals	36
	 	§6.3.	Title to Properties; Leases	36



 






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	 	§6.4.	Financial Statements; Solvency	37
	 	§6.5.	No Material Changes, Etc.	37
	 	§6.6.	Franchises, Patents, Copyrights, Etc.	37
	 	§6.7.	Litigation	37
	 	§6.8.	No Materially Adverse Contracts, Etc.	37
	 	§6.9.	Compliance With Other Instruments, Laws, Etc.	38
	 	§6.10.	Tax Status	38
	 	§6.11.	No Event of Default	38
	 	§6.12.	Investment Company Act	38
	 	§6.13.	Absence of Financing Statements, Etc.	38
	 	§6.14.	Employee Benefit Plans	38
	 	§6.15.	Environmental Compliance	39
	 	§6.16.	Disclosure	40
	 	§6.17.	Permits and Governmental Authority	41
	 	§6.18.	Margin Stock	41
	 	§6.19.	Sanctions	41
	 	§6.20.	Anti-Corruption Laws	41
	 	§6.21.	Affected Financial Institutions; Beneficial Ownership Certification	41
	 	 	 
	§7.	AFFIRMATIVE COVENANTS OF THE BORROWER	41
	 	 	 
	 	§7.1.	Punctual Payment	41
	 	§7.2.	Maintenance of U.S. Office	41
	 	§7.3.	Records and Accounts	42
	 	§7.4.	Financial Statements, Certificates and Information	42
	 	§7.5.	Existence and Conduct of Business	43
	 	§7.6.	Maintenance of Properties	43
	 	§7.7.	Insurance	43
	 	§7.8.	Taxes	44
	 	§7.9.	Inspection of Properties, Books and Contracts	44
	 	§7.10.	Compliance with Laws, Contracts, Licenses and Permits; Maintenance of Material Licenses and Permits	44
	 	§7.11.	Environmental Indemnification	45
	 	§7.12.	Further Assurances	45
	 	§7.13.	Notice of Potential Claims or Litigation	45
	 	§7.14.	Notice of Certain Events Concerning Environmental Claims and/or ERISA Reportable Events	45
	 	§7.15.	Notice of Default	46
	 	§7.16.	Use of Proceeds	46
	 	§7.17.	Certain Transactions	46
	 	§7.18.	Anti-Corruption Laws	46
	 	 	 
	§8.	NEGATIVE COVENANTS OF THE BORROWER	47
	 	 	 
	 	§8.1.	Restrictions on Indebtedness	47
	 	§8.2.	Restrictions on Liens	47
	 	§8.3.	[Reserved.]	48
	 	§8.4.	Mergers, Consolidations, Sales	48
	 	§8.5.	[Reserved.]	49
	 	§8.6.	[Reserved.]	49
	 	§8.7.	Sanctions	49



 






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	 	§8.8.	Anti-Corruption Laws	49
	 	 	 
	§9.	FINANCIAL COVENANT	49
	 	 	 
	§10.	CONDITIONS PRECEDENT	49
	 	 	 
	 	§10.1.	Conditions To Effectiveness	49
	 	 	 	 
	§11.	CONDITIONS TO ALL LOANS	51
	 	 	 
	 	§11.1.	Representations True	51
	 	§11.2.	Performance; No Event of Default	51
	 	§11.3.	Proceedings and Documents	51
	 	 	 
	§12.	EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT	51
	 	 	 
	 	§12.1.	Events of Default and Acceleration	51
	 	§12.2.	[Reserved.]	53
	 	§12.3.	Remedies	53
	 	§12.4.	Application of Receipts	54
	 	 	 
	§13.	SETOFF	54
	 	 	 
	§14.	EXPENSES	55
	 	 	 
	§15.	THE AGENTS	55
	 	 	 
	 	§15.1.	Authorization and Action	55
	 	§15.2.	Exculpatory Provisions	55
	 	§15.3.	Bank of America and Affiliates	56
	 	§15.4.	Bank Credit Decision	56
	 	§15.5.	Indemnification	57
	 	§15.6.	Successor Administrative Agent	57
	 	§15.7.	Lead Arrangers, Etc.	57
	 	§15.8.	Documents	58
	 	§15.9.	Action by the Banks, Consents, Amendments, Waivers, Etc.	58
	 	§15.10.	Bank ERISA Matters	59
	 	§15.11.	Recovery of Erroneous Payments	60
	 	 	 
	§16.	INDEMNIFICATION	60
	 	 	 
	§17.	[reserved.]	61
	 	 	 
	§18.	TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION	61
	 	 	 
	 	§18.1.	Confidentiality	61
	 	§18.2.	Prior Notification	61
	 	§18.3.	Other	62
	 	 	 
	§19.	SURVIVAL OF COVENANTS, ETC.	62



 






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	§20.	ASSIGNMENT AND PARTICIPATION	62
	 	 	 
	§21.	PARTIES IN INTEREST	64
	 	 	 
	§22.	NOTICES, ETC.	64
	 	 	 
	§23.	MISCELLANEOUS	66
	 	 	 
	§24.	CONSENTS, ETC.	67
	 	 	 	 
	§25.	WAIVER OF JURY TRIAL	67
	 	 	 	 
	§26.	GOVERNING LAW; SUBMISSION TO JURISDICTION	67
	 	 	 	 
	§27.	SEVERABILITY	68
	 	 	 	 
	§28.	GUARANTY	68
	 	 	 	 
	 	§28.1.	Guaranty	68
	 	§28.2.	Guaranty Absolute	68
	 	§28.3.	Effectiveness; Enforcement	69
	 	§28.4.	Waiver	69
	 	§28.5.	Expenses	69
	 	§28.6.	Concerning Joint and Several Liability of the Guarantor	69
	 	§28.7.	Waiver	71
	 	§28.8.	Subrogation; Subordination	71
	 	§28.9.	Consent and Confirmation	71
	 	 	 
	§29.	PRO RATA TREATMENT	71
	 	 	 	 
	§30.	FINAL AGREEMENT	72
	 	 	 	 
	§31.	USA PATRIOT Act	72
	 	 	 	 
	§32.	No Advisory or Fiduciary Responsibility	73
	 	 	 	 
	§33.	Payments set aside	73
	 	 	 	 
	§34.	ELECTRONIC EXECUTION; Electronic Records; counterparts	74
	 	 	 	 
	§35.	Acknowledgement and Consent to Bail-In of AFFECTED Financial Institutions	74
	 	 	 	 
	§36.	Interest Rate Limitation	75
	 	 	 	 
	§37.	[RESERVED.]	75
	 	 	 	 
	§38.	Acknowledgement Regarding Any Supported QFCS	75



 






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	EXHIBITS:	 
	 	 
	 	Form of:
	Exhibit A	Loan Notice
	Exhibit B	[Reserved]
	Exhibit C	Compliance Certificate
	Exhibit D	Assignment and Assumption
	Exhibit E	Administrative Questionnaire
	Exhibit F	[Reserved]
	Exhibit G-1-4	U.S. Tax Compliance Certificates
	 	 
	SCHEDULES:	 
	 	 
	Schedule 1	Banks; Commitments
	Schedule 1.1	Existing Liens
	Schedule 6.7	Litigation
	Schedule 6.15	Environmental Compliance
	Schedule 8.1(a)	Existing Indebtedness
	Schedule 22	Administrative Agent’s Office; Certain Addresses for Notices



 






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TERM
LOAN CREDIT AGREEMENT


 


This TERM LOAN CREDIT AGREEMENT
is made as of May 27, 2022, by and among WASTE MANAGEMENT, INC., a Delaware corporation having its chief executive office
at 800 Capitol Street, Suite 3000, Houston, Texas 77002 (the “Borrower”), WASTE MANAGEMENT HOLDINGS, INC.,
a wholly-owned Subsidiary of the Borrower (the “Guarantor”), the lenders from time to time party hereto (the “Banks”)
and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).


 


The Borrower has requested
that the Banks provide to the Borrower a term loan facility, and the Banks are willing to do so as further provided herein and upon the
terms and conditions contained herein.


 


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


 


§1.           DEFINITIONS
AND RULES OF INTERPRETATION.


 


§1.1.             Definitions.
The following terms shall have the meanings set forth in this §1 or elsewhere in the provisions of this Agreement referred
to below:


 


“Accountants”.
See §7.4(a).


 


“Acquisition”.
Any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which any Loan Party or
any of its Subsidiaries (a) acquires any business or all or substantially all of the assets of any Person, or division thereof, whether
through purchase of assets, merger, amalgamation or otherwise or (b) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which
have ordinary voting power for the election of members of the board of directors or the equivalent governing body (other than securities
having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership
interests of a partnership or limited liability company.


 


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


 


“Administrative Agent’s
Office”. The Administrative Agent’s address and, as appropriate, account as set forth on Schedule 22, or such
other address or account as the Administrative Agent may from time to time notify the Borrower and the Banks.


 


“Administrative Questionnaire”.
An Administrative Questionnaire in substantially the form of Exhibit E or any other form approved by the Administrative Agent.


 


“Affected Bank”.
See §2.18.


 


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


 


“Agreement”.
This Term Loan Credit Agreement, including the Schedules and Exhibits hereto, as from time to time amended and supplemented in accordance
with the terms hereof.


 






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“Applicable Percentage”.
With respect to any Bank, the percentage (carried out to the ninth decimal place) of the term loan facility hereunder represented by the
principal amount of such Bank’s Loan at such time. The initial Applicable Percentage of each Bank is set forth opposite the name
of such Bank on Schedule 1 hereto or in the Assignment and Assumption pursuant to which such Bank becomes a party hereto, as applicable.


  


“Applicable Rate”.
The applicable rate per annum with respect to Base Rate Loans and Term SOFR Loans, in each case as set forth in the Pricing Table.


 


“Applicable Requirements”.
See §7.10.


 


“Approved Fund”.
Any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions
of credit in the ordinary course of its activities and that is administered or managed by (a) a Bank or (b) a Bank Affiliate.


 


“Assignment and Assumption”.
See §20.


 


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


 


“Bail-In Legislation”.
(a) With respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law, 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).


 


“Balance Sheet Date”.
December 31, 2021.


 


“Bank Affiliate”.
(a) With respect to any Bank, (i) a Person that directly, or indirectly through one or more intermediaries, possesses, directly
or indirectly, the power to direct or cause the direction of the management or policies of such Bank, whether through the ability to exercise
voting power, by contract or otherwise or is controlled by or is under common control with such Bank (an “Affiliate”)
or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course of its activities and is administered or managed by a
Bank or an Affiliate of such Bank and (b) with respect to any Bank that is a fund which invests in bank loans and similar extensions
of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as
such Bank or by an Affiliate of such investment advisor.


 


“Bank of America”.
Bank of America, N.A.


 


“Banks”.
See Preamble.


 


“Base Rate”.
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,” and (c) Term
SOFR plus 1.00% (provided if the Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement).
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 §3.3 hereof, then the Base Rate shall be the greater of clauses (a), (b) and (d) above and shall
be determined without reference to clause (c) above.


 






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“Base Rate Loans”.
Loans bearing interest calculated by reference to the Base Rate.


 


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


 


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


 


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


 


“BofA Securities”.
BofA Securities, Inc. and its successors.


 


“Borrower”.
See Preamble.


 


“Borrowing”.
A borrowing consisting of simultaneous Loans of the same Type, and, in the case of Term SOFR Loans, as to which a single Interest Period
is in effect.


 


“Business Day”.
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.


 


“Canadian AML Acts”.
Applicable Canadian law regarding anti-money laundering, anti-terrorist financing, government sanction and “know your client”
matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).


 


“Canadian Defined
Benefit Pension Plan”. A Canadian Pension Plan that contains or has ever contained a “defined benefit provision”
as such term is defined in Section 147.1(1) of the Income Tax Act (Canada).


 


“Canadian Pension
Plan”. A pension plan or plan that is subject to applicable pension benefits legislation in any jurisdiction of Canada and that
is organized and administered to provide pensions, pension benefits or retirement benefits for employees and former employees of any Loan
Party or any Subsidiary thereof.


 


“Canadian Sanctions
List”. The list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the
Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and/or the United
Nations Al-Qaida and Taliban Regulations and/or the Special Economic Measures Act (Canada).


 


“Capitalized Leases”
or “Capital Leases”. Each lease that has been or is required to be, in accordance with GAAP, classified and accounted
for as a capital lease or a financing lease.


 






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“CERCLA”.
See §6.15(a).


 


“Certified”
or “certified”. With respect to the financial statements of any Person, such statements as audited by a firm of independent
auditors, whose report expresses the opinion, without qualification, that such financial statements present fairly, in all material respects,
the financial position of such Person.


 


“CFO”or
 “CAO”. See §7.4(b).


 


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


 


“Closing Date”.
The date on which the conditions precedent set forth in §10.1 hereof are satisfied.


 


“CME”.
CME Group Benchmark Administration Limited.


 


“Code”.
The Internal Revenue Code of 1986, as amended and in effect from time to time.


 


“Commitment”.
With respect to each Bank, such Bank’s commitment to make a single Loan to the Borrower on the Closing Date.


 


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


 


“Compliance Certificate”.
See §7.4(c).


 


“Conforming Changes”.
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).


 






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


 


“Consolidated”
or “consolidated”. With reference to any term defined herein, shall mean that term as applied to the accounts of the
Borrower, its Subsidiaries and all variable interest entities consolidated in accordance with GAAP.


 


“Consolidated Earnings
Before Interest and Taxes” or “EBIT”. For any period, the Consolidated Net Income (or Deficit) of the Borrower
on a consolidated basis plus, without duplication, the sum of (1) interest expense, (2) equity in losses (earnings) of
unconsolidated entities, (3) income taxes, (4) non-cash write-downs or write-offs of assets, including non-cash losses on the
sale of assets outside the ordinary course of business, (5) losses attributable to the extinguishment of Indebtedness and (6) EBIT
of the businesses acquired by the Borrower or any of its Subsidiaries (through asset purchases or otherwise) (each an “Acquired
Business”) or the Subsidiaries acquired or formed since the beginning of such period (each a “New Subsidiary”);
provided that a statement identifying all such Acquired Businesses and the EBIT of such Acquired Businesses is delivered to the
Banks with the Compliance Certificate for such period, all to the extent that each of items (1) through (5) was deducted in
determining Consolidated Net Income (or Deficit) in the relevant period, minus non-cash extraordinary gains on the sale of assets
outside the ordinary course of business to the extent included in Consolidated Net Income (or Deficit).


 


“Consolidated Earnings
Before Interest, Taxes, Depreciation and Amortization” or “EBITDA”. For any period, EBIT plus (a) depreciation
expense, and (b) amortization expense to the extent the same would be included in the calculation of Consolidated Net Income (or
Deficit) for such period, determined in accordance with GAAP.


 


“Consolidated Net
Income (or Deficit)”. The consolidated net income (or deficit) of the Borrower on a consolidated basis, after deduction of all
expenses, taxes, and other proper charges, determined in accordance with GAAP.


 


“Consolidated Tangible
Assets”. Consolidated Total Assets less the sum of:


 


(a)            the
total book value of all assets of the Borrower on a consolidated basis properly classified as intangible assets under GAAP, including
such items as goodwill, the purchase price of acquired assets in excess of the fair market value thereof, trademarks, trade names, service
marks, customer lists, brand names, copyrights, patents and licenses, and rights with respect to the foregoing; plus


 


(b)            all
amounts representing any write-up in the book value of any assets of the Borrower on a consolidated basis resulting from a revaluation
thereof subsequent to the Balance Sheet Date.


 


“Consolidated Total
Assets”. All assets of the Borrower determined on a consolidated basis in accordance with GAAP.


 


“Covered Entity”.
See §38.


 


“Daily Simple SOFR”.
With respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s
website (or any successor source).


 


“Debtor Relief Laws”.
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.


 






    	 	- 5 -	 



     


    

 


“Defaulting Bank”.
Subject to §2.17, any Bank that (a) has failed to (i) perform all or any portion of its funding obligations hereunder,
including in respect of Loans within three Business Days of the date required to be funded by it hereunder unless such Bank notifies the
Administrative Agent and the Borrower in writing that such failure is the result of such Bank’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 Administrative Agent or any other Bank any other amount required to be paid by it
hereunder within three Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Bank that
it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations
hereunder or under other agreements generally in which it commits to extend credit (unless such writing or public statement relates to
such Bank’s obligation to fund a Loan hereunder and states that such position is based on such Bank’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 request by the Administrative
Agent, to confirm in writing to the Administrative Agent that it will comply with its funding obligations (provided that such Bank shall
cease to be a Defaulting Bank pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent),
or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief
Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated
its consent to, approval of or acquiescence in any such proceeding or appointment, or (iv) become the subject of a Bail-In Action;
provided that a Bank shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in
that Bank or any direct or indirect parent company thereof by a governmental agency so long as such ownership interest does not result
in or provide such Bank with immunity from the jurisdiction of courts within the United States or from enforcement of judgments or writs
of attachment on its assets or permit such Bank (or governmental agency) to reject, repudiate, disavow or disaffirm any contracts or agreements
made with such Bank. Any determination by the Administrative Agent that a Bank is a Defaulting Bank under clauses (a) through (d) above,
and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Bank shall be deemed to be a
Defaulting Bank (subject to §2.17) as of the date established therefor by the Administrative Agent in a written notice of
such determination, which shall be delivered by the Administrative Agent to the Borrower and each Bank promptly following such determination.


 


“Default Rate”.
An interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate for Base Rate Loans plus (iii) 2%
per annum.


 


“Defaults”.
See §12.1.


 


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


 


“Disclosure Documents”.
The Borrower’s financial statements referred to in §6.4 and filings made by the Borrower or the Guarantor with the Securities
and Exchange Commission that were publicly available prior to the Closing Date.


 


“Disposal”
or “Disposed”. See “Release”.


 


“Dividing Person”.
See “Division”.


 






    	 	- 6 -	 



     


    

 


“Division”.
The division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons
(whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant
to which the Dividing Person may or may not survive.


 


“Dollars”
or “US$” or “$” or “U.S. Dollars”. The lawful currency of the United States of
America.


 


“EBIT”.
See definition of Consolidated Earnings Before Interest and Taxes.


 


“EBITDA”.
See definition of Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization.


 


“EEA Financial Institution”.
(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”.
Any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


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


 


“Elevated Leverage
Ratio Period”. See §9.


 


“Electronic Copy”.
See §34.


 


“Electronic Record”
and “Electronic Signature”. The meanings assigned to such terms, respectively, by 15 USC §7006, as it may be amended
from time to time.


 


“Employee Benefit
Plan”. Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by the Borrower,
any of its Subsidiaries, or any ERISA Affiliate, other than a Multiemployer Plan.


 


“Environmental Laws”.
See §6.15(a).


 


“EPA”.
See §6.15(b).


 


“ERISA”.
The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time, and the rules and regulations promulgated
thereunder.


 


“ERISA Affiliate”.
Any Person which is treated as a single employer, member of a controlled group, or under common control with the Borrower or any of its
Subsidiaries under §412, §414 or §430 of the Code.


 


“ERISA Reportable
Event”. A reportable event within the meaning of §4043 of ERISA and the regulations promulgated thereunder with respect
to a Guaranteed Pension Plan irrespective of whether or not the requirement of notice has been waived.


 






    	 	- 7 -	 



     


    

 


“ESG”.
See §2.19(a).


 


“ESG Amendment”.
See §2.19(a).


 


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


 


“Events of Default”.
See §12.1.


 


“Excluded Taxes”.
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 Bank, 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 Bank, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Bank with respect
to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Bank acquires such interest
in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under §2.18) or (ii) such Bank
changes its Lending Office, except in each case to the extent that, pursuant to §3.1.1(b) or §3.1.3, amounts
with respect to such Taxes were payable either to such Bank’s assignor immediately before such Bank became a party hereto or to
such Bank immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with
§3.1.5 and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.


 


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


 


“FATCA”.
 §§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 §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.


 


“FCPA”.
United States Foreign Corrupt Practices Act of 1977.


 


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


 


“Financial Affiliate”.
A subsidiary of the bank holding company controlling any Bank, which subsidiary is engaging in any of the activities permitted by §4(e) of
the Bank Holding Company Act of 1956 (12 U.S.C. §1843).


 


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


 






    	 	- 8 -	 



     


    

 


“Generally accepted
accounting principles” or “GAAP”. When used in this Agreement, whether directly or indirectly through reference
to a capitalized term used therein, means principles that are consistent with the principles promulgated or adopted by the Financial Accounting
Standards Board and its predecessors as in effect from time to time, except as otherwise specifically prescribed herein. If any “Accounting
Change” (as defined below) occurs subsequent to the Closing Date, such change results in a material change in the method of calculation
of financial covenants, standards or terms in this Agreement or any other Loan Document and any of the Borrower, the Administrative Agent
or the Majority Banks shall so request, then (A) the Borrower, the Banks and the Administrative Agent agree to enter into negotiations
in good faith in order to amend such provisions of this Agreement or such other Loan Document so as to reflect equitably such Accounting
Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such
Accounting Changes as if such Accounting Changes had not been made (subject to the approval of the Majority Banks), and (B) until
such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Banks,
(i) the financial covenants, standards and terms in this Agreement and the other Loan Documents impacted by such material change
shall continue to be calculated or construed as if such Accounting Changes had not occurred and (ii) the Borrower shall provide to
the Administrative Agent and the Banks a reconciliation between the calculation of such impacted covenants, standards and terms before
and after giving effect to such Accounting Changes. “Accounting Changes” refers to changes in accounting principles
required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American
Institute of Certified Public Accountants or, if applicable, the Securities and Exchange Commission. 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.


 


“Governmental Authority”.
The government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial, territorial
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).


 


“Guaranteed Obligations”.
See §28.1.


 


“Guaranteed Pension
Plan”. Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the
Borrower, its Subsidiaries or any ERISA Affiliate (or pursuant to which any such Person accrued an obligation to make contributions at
any time during the preceding five plan years) the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant
to Title IV of ERISA, other than a Multiemployer Plan.


 


“Guarantor”.
See Preamble.


 


“Guaranty”.
Any obligation, contingent or otherwise, of a Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment
thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or
other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition
or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (d) as an
account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided
that the term Guaranty shall not include endorsements for collection or deposit in the ordinary course of business.


 






    	 	- 9 -	 



     


    

 


“Hazardous Substances”.
See §6.15(b).


 


“Indebtedness”.
Collectively, without duplication, whether classified as indebtedness, an investment or otherwise on the obligor’s balance sheet,
(a) all indebtedness for borrowed money, (b) all obligations for the deferred purchase price of property or services (other
than trade payables incurred in the ordinary course of business which either (i) are not overdue by more than ninety (90) days, or
(ii) are being disputed in good faith and for which adequate reserves have been established in accordance with GAAP), (c) all
obligations evidenced by notes, bonds, debentures or other similar debt instruments, (d) all obligations created or arising under
any conditional sale or other title retention agreement with respect to property acquired (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations,
liabilities and indebtedness under Capitalized Leases, (f) all obligations, liabilities or indebtedness arising from the making of
a drawing under surety, performance bonds, or any other bonding arrangement, (g) Guaranties with respect to all Indebtedness of others
referred to in clauses (a) through (f) above, and (h) all Indebtedness of others referred to in clauses (a) through
(f) above secured or supported by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured or supported by) any Lien on the property or assets of the Borrower or any Subsidiary, even though the owner of the property
has not assumed or become liable, contractually or otherwise, for the payment of such Indebtedness; provided that if any uncollected
purchase price with respect to any Permitted Receivables Transaction remains outstanding and such transaction is accounted for as a sale
of accounts receivable under generally accepted accounting principles, Indebtedness shall also include the additional Indebtedness,
determined on a consolidated basis, which would have been outstanding had such uncollected purchase price with respect to any Permitted
Receivables Transaction been accounted for as a borrowing unless any such sales are non-recourse to the Borrower or any Subsidiary (other
than a Receivables Subsidiary) or if such sales only contain customary recourse exceptions not pertaining to credit risk.


 


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


 


“Interest Payment
Date”. (a) As to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date,
and (b) as to any Base Rate Loan, the first Business Day of each calendar quarter and the Maturity Date.


 


“Interest Period”.
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, as applicable, and ending on the date one or three months thereafter for Term SOFR Loans, in each case, as selected by the Borrower
in its Loan Notice (in the case of each requested Interest Period, subject to availability); provided that:


 


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


 






    	 	- 10 -	 



     


    

 


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


 


(iii)           no
Interest Period shall extend beyond the Maturity Date.


 


“Interim Balance
Sheet Date”. March 31, 2022.


 


“KPI’s”
See §2.19(a).


 


“Lead Arrangers”.
BofA Securities, Inc, Mizuho Bank, Ltd. and The Bank of Nova Scotia, as Lead Arrangers and Joint Bookrunners in connection with
the credit facility provided herein.


 


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


 


“Leverage Ratio”.
See §9.


 


“Lien”.
With respect to any asset, (a) any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, encumbrance, charge,
security interest, hypothec, assignment, deposit arrangement or other restriction in, on or of such asset, (b) the interest of a
vendor or a lessor under any conditional sale agreement, Capital Lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option,
call or similar right of a third party with respect to such securities.


 


“Loan”.
See §2.1.


 


“Loan Documents”.
This Agreement, each Note and any documents, instruments or agreements executed in connection with any of the foregoing, each as amended,
modified, supplemented, or replaced from time to time.


 


“Loan Notice”.
A notice of (a) Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term SOFR Loans,
pursuant to §2.4.1, which shall be substantially in the form of Exhibit A or such other form as may be approved
by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the
Administrative Agent), appropriately completed and signed by an authorized officer of the Borrower.


 


“Loan Parties”.
Collectively, the Borrower and the Guarantor.


 


“Majority Banks”.
At any date, Banks holding greater than fifty percent (50%) of the aggregate outstanding principal amount of the Obligations on such date;
provided that the portion of the outstanding principal amount of the Obligations held or deemed held by, any Defaulting Bank shall
be excluded for purposes of making a determination of Majority Banks.


 


“Material Adverse
Effect”. A material adverse effect on (a) the business, assets, operations, or financial condition of the Borrower and
its Subsidiaries taken as a whole, (b) the ability of the Borrower or the Guarantor to perform any of its obligations under any Loan
Document to which it is a party, or (c) the rights of, or remedies or benefits available to, the Administrative Agent or any Bank
under any Loan Document.


 






    	 	- 11 -	 



     


    

 


“Maturity Date”.
May 27, 2024.


 


“Moody’s”.
Moody’s Investors Service, Inc.


 


“Multiemployer Plan”.
Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by the Borrower, any of its Subsidiaries,
or any ERISA Affiliate (or pursuant to which any such Person accrued an obligation to make contributions at any time during the preceding
five plan years).


 


“Non-Consenting Bank”
means any Bank that does not approve any consent, waiver or amendment that (i) requires the approval of all Banks or all affected
Banks in accordance with the terms of §24 and (ii) has been approved by the Majority Banks


 


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


 


“Note”.
Any promissory note issued according to §2.11.1.


 


“Notice Date”.
See §2.15.1.


 


“Obligations”.
All indebtedness, obligations and liabilities of the Borrower to any of the Banks and the Administrative Agent arising or incurred under
this Agreement or any of the other Loan Documents or in respect of any of the Loans made, or any other instrument at any time evidencing
any thereof, individually or collectively, existing on the date of this Agreement or arising thereafter, whether direct or indirect, joint
or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation
of law or otherwise.


 


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


 


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


 


“Other Taxes”.
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 §3.6).


 


“Overnight Rate”.
For any day, with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight
rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


“PBGC”.
The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.


 






    	 	- 12 -	 



     


    

 


“Permitted Liens”.
Any of the following Liens:


 


(a)            Liens
for taxes not yet due or that are being contested in compliance with §7.8;


 


(b)            carriers’,
warehousemen’s, maritime, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business that are being contested in good faith by appropriate proceedings and for which adequate reserves with respect thereto have
been set aside as required by GAAP;


 


(c)            pledges
and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other
social security laws or regulations;


 


(d)            Liens
to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Leases), statutory obligations,
surety and appeal bonds, suretyship, performance and landfill closure bonds and other obligations of a like nature incurred in the ordinary
course of business;


 


(e)            zoning
restrictions, easements, rights-of-way, restrictions on use of property and other similar encumbrances incurred in the ordinary course
of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject
thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;


 


(f)            the
Liens on Schedule 1.1 hereto securing the obligations listed on such Schedule and any replacement Lien securing any renewal, extension
or refunding of such obligations; provided, that (i) the aggregate principal amount of obligations secured by any renewal,
extension or refunding Lien permitted by this clause (f) shall not exceed the aggregate outstanding principal amount of the obligations
secured by the Lien being replaced at the time of such renewal, extension or refunding (plus transaction costs, including premiums and
fees, related thereto), and (ii) each replacement Lien shall be limited to substantially the same property that secured the Lien
so replaced;


 


(g)            legal
or equitable encumbrances deemed to exist by reason of the existence of any litigation or other legal proceeding or arising out of a judgment
or award with respect to which an appeal is being prosecuted in good faith by appropriate action and with respect to which adequate reserves
are being maintained and, in the case of judgment liens, execution thereon is stayed;


 


(h)            rights
reserved or vested in any municipality or governmental, statutory or public authority to control or regulate any property of the Borrower
or any Subsidiary, or to use such property in a manner that does not materially impair the use of such property for the purposes for which
it is held by the Borrower or such Subsidiary;


 


(i)            any
obligations or duties affecting the property of the Borrower or any of its Subsidiaries to any municipality, governmental, statutory or
public authority with respect to any franchise, grant, license or permit;


 


(j)            Liens
filed in connection with sales of receivables by any of the Subsidiaries (other than the Guarantor) to a wholly-owned special purpose
financing Subsidiary for purposes of perfecting such sales, provided that no third party has any rights with respect to such Liens
or any assets subject thereto;


 






    	 	- 13 -	 



     


    

 


(k)            any
interest or title of a lessor under any sale lease-back transaction entered into by the Borrower or any Subsidiary conveying only the
assets so leased back to the extent the related Indebtedness is permitted under §8.1 hereof;


 


(l)             Liens
created or deemed to be created under Permitted Receivables Transactions at any time provided such Liens do not extend to any property
or assets other than the trade receivables sold pursuant to such Permitted Receivables Transactions, interests in the goods or products
(including returned goods and products), if any, relating to the sales giving rise to such trade receivables; any security interests or
other Liens and property subject thereto (other than on any leases or related lease payment rights or receivables between the Borrower
and any of its Subsidiaries, as lessors or sublessors) from time to time purporting to secure the payment by the obligors of such trade
receivables (together with any financing statements authorized by such obligors describing the collateral securing such trade receivables)
pursuant to such Permitted Receivables Transactions; and


 


(m)            Liens
securing other Indebtedness, provided that the aggregate amount of all liabilities, including any Indebtedness, of the Borrower
and its Subsidiaries secured by all Liens permitted in subsections (k), (1) and (m), when added (without duplication) to the aggregate
outstanding amount of Indebtedness of the Subsidiaries of the Borrower permitted under §8.1(b) and Indebtedness with
respect to Permitted Receivables Transactions, shall not exceed 15% of Consolidated Tangible Assets at any time.


 


“Permitted Receivables
Transaction”. Any sale or sales of, and/or securitization of, any accounts receivable of the Borrower and/or any of its Subsidiaries
(the “Receivables”) pursuant to which (a) the Borrower and its Subsidiaries realize aggregate net proceeds of
not more than $750,000,000 at any one time outstanding, including, without limitation, any revolving purchase(s) of Receivables where
the maximum aggregate uncollected purchase price (exclusive of any deferred purchase price) for such Receivables at any time outstanding
does not exceed $750,000,000, and (b) which Receivables shall not be discounted more than 25%.


 


“Person”.
Any individual, corporation, partnership, joint venture, limited liability company, trust, unincorporated association, business, or other
legal entity, and any government or any governmental agency or political subdivision thereof.


 


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


 






    	 	- 14 -	 



     


    

 



 


“Pricing Table”:


 


	Level	 	Senior Public Debt Rating	 	Applicable Base Rate	 	Applicable Term SOFR Rate
	1	 	Greater than or equal to A+ by Standard & Poor’s or greater than or equal to A1 by Moody’s	 	0.000% per annum	 	0.500% per annum
	2	 	A by Standard & Poor’s or A2 by Moody’s	 	0.000% per annum	 	0.600% per annum
	3	 	A- by Standard & Poor’s or A3 by Moody’s	 	0.000% per annum	 	0.700% per annum
	4	 	BBB+ by Standard & Poor’s or Baa1 by Moody’s	 	0.000% per annum	 	0.800% per annum
	5	 	Less than or equal to BBB by Standard & Poor’s or less than or equal to Baa2 by Moody’s	 	0.000% per annum	 	0.900% per annum



 


The applicable rates charged for any day shall
be determined by the higher Senior Public Debt Rating in effect as of that day, provided that if the higher Senior Public Debt
Rating is more than one level higher than the lower Senior Public Debt Rating, the applicable rate shall be set at one level below the
higher Senior Public Debt Rating. If the Borrower does not have any Senior Public Debt Rating, Pricing Level 5 shall apply. For purposes
of each of the rates set forth in the table above such rates shall be the applicable rate per annum determined as of the day of receipt
by the Administrative Agent from the Borrower of evidence satisfactory to the Administrative Agent of the then-applicable Senior Public
Debt Rating. Initially, the Pricing Level as of the Closing Date shall be Pricing Level 3. Thereafter, each change in the Pricing Level
resulting from a publicly announced change in the Senior Public Debt Rating shall be effective during the period commencing on the date
of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to §7.4 (or, if earlier, on the date that
the Administrative Agent becomes aware of such public announcement) and ending on the date immediately preceding the effective date of
the next such change.


 


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


 


“Public Lender”.
See §22(c).


 


“RCRA”.
See §6.15(a).


 


“Real Property”.
All real property heretofore, now, or hereafter owned, operated, or leased by the Borrower or any of its Subsidiaries.


 


“Receivables Subsidiary”.
Any special purpose, bankruptcy-remote Subsidiary of the Borrower that purchases, on a revolving basis, receivables generated by the
Borrower or any of its Subsidiaries pursuant to a Permitted Receivables Transaction.


 


“Recipient”.
The Administrative Agent, any Bank or any other recipient of any payment to be made by or on account of any obligation of any Loan Party
hereunder.


 


“Release”.
Shall have the meaning specified in CERCLA and the term “Disposal” (or “Disposed”) shall have the meaning specified
in the RCRA and regulations promulgated thereunder; provided, that in the event either CERCLA or RCRA is amended so as to broaden
the meaning of any term defined thereby, such broader meaning shall apply as of the effective date of such amendment and provided further,
to the extent that the laws of Canada or a state, province, territory or other political subdivision thereof wherein the property lies
establish a meaning for “Release” or “Disposal” which is broader than specified in either CERCLA, or RCRA, such
broader meaning shall apply to the Borrower’s or any of its Subsidiaries’ activities in that state, province, territory or
political subdivision.


 


“Replacement Bank”.
See §2.18.


 


“Replacement Notice.”
See §2.18.


 






    - 15 - 


     


    

 


“Rescindable Amount”.
See §2.12.2.


 


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


 


“Sanction(s)”.
Any economic or trade sanctions administered or enforced by the United States Government (including without limitation, OFAC and the
U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”)
or other relevant sanctions authority.


 


“Scheduled Unavailability
Date”. See §3.3(c).


 


“Senior Public Debt
Rating”. The ratings of the Borrower’s public unsecured long-term senior debt, without third party credit enhancement,
issued by Moody’s or Standard & Poor’s.


 


“Significant Subsidiary”.
At any time, a Subsidiary that at such time meets the definition of “significant subsidiary” contained in Regulation S-X
of the Securities and Exchange Commission as in effect on the date hereof, but as if each reference in said definition to the figure
 “10 percent” were a reference to the figure “5 percent”. References in this Agreement to a “Significant
Subsidiary” refer to a Significant Subsidiary of the Borrower, unless the context in which such term is used clearly requires otherwise.


 


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


 


“SOFR Adjustment”.
0.10% (10.0 basis points).


 


“SOFR Administrator”.
The Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator of SOFR designated by the Federal
Reserve Bank of New York or other Person acting as the SOFR Administrator at such time.


 


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


 


“Subsidiary”.
As to any Person, any corporation, association, trust, or other business entity of which such Person shall at any time own, directly
or indirectly, at least a majority of the outstanding capital stock or other interest entitled to vote generally and whose financial
results are required to be consolidated with the financial results of the designated parent in accordance with GAAP. Unless otherwise
specified herein or the context otherwise requires, any reference herein to a Subsidiary shall be deemed to refer to a Subsidiary of
the Borrower.


 


“Successor Rate”.
See §3.3(b).


 


“Sustainability
Coordinator”. One or more Banks selected by the Borrower (to the extent such Bank has agreed in writing to act in such capacity),
in its capacity as the sustainability coordinator hereunder.


 


“Swap Contracts”.
All obligations in respect of interest rate, currency or commodity exchange, forward, swap, or futures contracts or similar transactions
or arrangements entered into to protect or hedge the Borrower and its Subsidiaries against interest rate, exchange rate or commodity
price risks or exposure, or to lower or diversify their funding costs.


 






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“Taxes”.
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.


 


“Terminated Plans”.
The Waste Management, Inc. Pension Plan and The Waste Management of Alameda County, Inc. Retirement Plan.


 


“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 rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate 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 Term SOFR determined
in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, Term
SOFR shall be deemed zero for purposes of this Agreement.


 


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


 


“Term SOFR Screen
Rate”. 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 Debt”.
The sum, without duplication, of all (a) Indebtedness of the Borrower and its Subsidiaries on a consolidated basis under subsections
(a) through (h) of the definition of “Indebtedness” (provided, however, that Indebtedness with respect to Permitted
Receivables Transactions shall not be included in such calculation), plus (b) non-contingent reimbursement obligations of the Borrower
and its Subsidiaries with respect to drawings under any letters of credit.


 


“Type”.
When used in reference to any Loan, refers to whether the rate of interest on such Loan is determined by reference to Term SOFR or the
Base Rate.


 


“UK Financial Institution”.
Any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person 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”.
The Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“U.S. Government
Securities Business Day”. 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.


 






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


 


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


 


“U.S. Tax Compliance
Certificate”. See §3.1.5(b)(ii).


 


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


 


§1.2.        Rules of
Interpretation.


 


(a)            Unless
otherwise noted, a reference to any document or agreement (including this Agreement) shall include such document or agreement as amended,
modified or supplemented from time to time in accordance with its terms and the terms of this Agreement.


 


(b)            The
singular includes the plural and the plural includes the singular.


 


(c)            A
reference to any law includes any amendment or modification to such law.


 


(d)            A
reference to any Person includes its permitted successors and permitted assigns.


 


(e)            Accounting
terms capitalized but not otherwise defined herein have the meanings assigned to them by generally accepted accounting principles applied
on a consistent basis by the accounting entity to which they refer.


 


(f)             The
words “include”, “includes” and “including” are not limiting.


 


(g)            All
terms not specifically defined herein or by generally accepted accounting principles, which terms are defined in the Uniform Commercial
Code as in effect in the State of New York, have the meanings assigned to them therein.


 


(h)            Reference
to a particular “§” refers to that section of this Agreement unless otherwise indicated.


 


(i)             The
words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a
whole and not to any particular section or subdivision of this Agreement.


 






    - 18 - 


     


    

 


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


 


§1.3.     Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Term SOFR
Loan”).


 


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


 


§1.5.     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, without limitation, 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, without limitation, 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, without limitation, 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 Bank or any other Person 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.


 


§2.     THE
LOAN FACILITIES.


 


§2.1.     Loans.
Subject to the terms and conditions set forth herein, each Bank severally agrees to make a single loan (each such loan, a “Loan”)
to the Borrower in Dollars on the Closing Date, in an aggregate amount not to exceed the amount of such Bank’s Commitment. Amounts
borrowed under this §2.1 and repaid or prepaid may not be re-borrowed. Loans may be Base Rate Loans or Term SOFR Loans, as
further provided herein.


 


§2.2.     Fees.
In addition to certain fees described herein, the Borrower shall pay to (a) the Lead Arrangers and the Administrative Agent for
their own respective accounts, in Dollars, fees in the amounts and at the times specified in the fee letters between the Borrower and
the Lead Arrangers and (b) the Banks, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts
and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 






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§2.3.     [Reserved.]


 


§2.4.     Borrowings,
Conversions and Continuations of Loans.


 


§2.4.1            Each
Borrowing, each conversion of 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 Loan Notice; provided that
any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must
be received by the Administrative Agent not later than (x) 11:00 a.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) 1:00 p.m. on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation
of Term SOFR Loans shall be in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided
in §2.4.3, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple
of $500,000 in excess thereof. Each Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of
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 Loans to be borrowed, converted
or continued, (iv) the Type of Loans to be borrowed or to which existing 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 Loan in a Loan Notice or if the
Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted
to, Base Rate Loans. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term
SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of
one month.


 


§2.4.2            Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each Bank of the amount of its Applicable Percentage of the
applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall
notify each Bank of the details of any automatic conversion to Base Rate Loans as described in the preceding subsection. In the case
of a Borrowing, each Bank shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the
Administrative Agent’s Office not later than 3:00 p.m. on the Closing Date. Upon satisfaction of the applicable conditions
set forth in §§10 and 11, 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.


 


§2.4.3            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 a Default, no Loans may be requested as, converted to or continued as Term SOFR Loans without the
consent of the Administrative Agent.


 


§2.4.4            The
Administrative Agent shall promptly notify the Borrower and the Banks of the interest rate applicable to any Interest Period for Term
SOFR Loans upon determination of such interest rate.


 






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


 


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


 


§2.4.7            With
respect to Term SOFR or SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding
anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective
without any further action or consent of any other party to this Agreement or any other Loan Document; 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 Banks reasonably promptly after such amendment becomes effective.


 


§2.5.     [Reserved.]


 


§2.6.     [Reserved.]


 


§2.7.     Prepayments.
§2.7.1 The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily
prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable
to the Administrative Agent and be received by the Administrative Agent not later than (x) 11:00 a.m. two Business Days prior
to any date of prepayment of Term SOFR Loans, and (y) 1:00 pm 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 $5,000,000 or a whole multiple of $500,000 in excess thereof; 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 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 Bank of its receipt of each such notice, and of the amount of such Bank’s Applicable
Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all
accrued interest on the amount prepaid, together with any additional amounts required pursuant to §3.5. Subject to §2.17,
each such prepayment shall be applied to the Loans of the Banks in accordance with their respective Applicable Percentages.


 


§2.7.2            [Reserved.]


 


§2.7.3            [Reserved.]


 


§2.8.     Repayment
of Loans. The Borrower shall repay to the Banks on the Maturity Date the aggregate principal amount of Loans made to the Borrower
outstanding on such date.


 


§2.9.     Interest.
§2.9.1 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 Term SOFR for such Interest Period plus
the Applicable Rate for Term SOFR Loans and (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 for Base Rate Loans.


 






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§2.9.2     (a)     If
any amount of principal and interest of any Loan is not paid when due (without regard to any applicable grace periods) or any other amounts
due hereunder or under any of the other Loan Documents are not paid when due, 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.


 


(b)            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 Majority Banks,
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.


 


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


 


§2.9.3            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.


 


§2.10.     Computation
of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to 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 §2.12.1, 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.


 


§2.11.     Evidence
of Debt. The Loans made by each Bank shall be evidenced by one or more accounts or records maintained by such Bank in the ordinary
course of business. The Administrative Agent shall maintain the Register in accordance with §20. The accounts or records
maintained by each Bank shall be conclusive absent manifest error of the amount of the Loans made by the Banks 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 Bank and the Register, the Register shall control in the absence of manifest error. Upon the request of
any Bank to the Borrower made through the Administrative Agent, the Borrower shall execute and deliver to such Bank (through the Administrative
Agent) a Note, which shall evidence such Bank’s Loans to the Borrower in addition to such accounts or records. Each Bank may attach
schedules to a Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.


 






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§2.12.     Payments
Generally; Administrative Agent’s Clawback. §2.12.1 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
Banks to which such payment is owed, at the applicable 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 Bank its Applicable
Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Bank’s
Lending Office. All payments received by the Administrative Agent after 2:00 p.m., in the case of payments in Dollars 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.


 


§2.12.2     (a)     Funding
by Banks; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Bank prior to the
proposed date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 2:00 p.m. on the
date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank’s share of such Borrowing,
the Administrative Agent may assume that such Bank has made such share available on such date in accordance with §2.4 (or,
in the case of a Borrowing of Base Rate Loans, that such Bank has made such share available in accordance with and at the time required
by §2.4) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event,
if a Bank has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Bank
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 Bank, the Overnight Rate, 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
Bank 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 Bank pays its share of the applicable
Borrowing to the Administrative Agent, then the amount so paid shall constitute such Bank’s Loan included in such Borrowing. Any
payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Bank that shall have failed to make such
payment to the Administrative Agent.


 


(b)            Payments
by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior
to the date on which any payment is due to the Administrative Agent for the account of the Banks 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 Banks, as the case may be, the amount due.


 


With respect to any payment
that the Administrative Agent makes for the account of the Banks 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 Banks severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount
so distributed to such Bank, 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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A notice of the Administrative
Agent to any Bank or the Borrower with respect to any amount owing under this §2.12.2 shall be conclusive, absent manifest
error.


 


§2.12.3            Failure
to Satisfy Conditions Precedent. If any Bank makes available to the Administrative Agent funds for any Loan to be made by such Bank
to the Borrower as provided in the foregoing provisions of this §2, and such funds are not made available to the Borrower
by the Administrative Agent because the conditions to the Loan set forth in §§10 and 11 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 Bank)
to such Bank, without interest.


 


§2.12.4            Obligations
of Banks Several. The obligations of the Banks hereunder to make Loans and to make payments pursuant to §15.5 are several
and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any payment under §15.5
on any date required hereunder shall not relieve any other Bank of its corresponding obligation to do so on such date, and no Bank shall
be responsible for the failure of any other Bank to so make its Loan, to purchase its participation or to make its payment under §15.5.


 


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


 


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


 


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


 


(b)            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
Bank) or (y) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans
to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this
Section shall apply).


 


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


 






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§2.14.     [Reserved.]


 


§2.15.     [Reserved.]


  


§2.16.     [Reserved.]


 


§2.17.     Defaulting
Banks.


 


§2.17.1            Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Bank becomes a Defaulting Bank, then, until such time as
that Bank is no longer a Defaulting Bank, to the extent permitted by applicable law:


 


(a)            Waivers
and Amendments. Such Defaulting Bank’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 “Majority Banks” and §15.9.


 


(b)            Defaulting
Bank Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of
such Defaulting Bank (whether voluntary or mandatory, at maturity, pursuant to §12 or otherwise) or received by the Administrative
Agent from a Defaulting Bank pursuant to §13 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 Bank to the Administrative Agent hereunder; second, as
the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined
by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting
Bank’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing
to the Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank against such Defaulting Bank as a
result of such Defaulting Bank’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default
exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained
by the Borrower against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement;
and sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction; provided that if (x) such
payment is a payment of the principal amount of any Loans in respect of which such Defaulting Bank has not fully funded its appropriate
share, and (y) such Loans were made at a time when the conditions set forth in §11 were satisfied or waived, such payment
shall be applied solely to pay the Loans of all Non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any
Loans of such Defaulting Bank until such time as all Loans are held by the Banks pro rata in accordance with the Commitments hereunder
without giving effect to §2.17.1(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that
are applied (or held) to pay amounts owed by a Defaulting Bank pursuant to this §2.17.1(b) shall be deemed paid to and
redirected by such Defaulting Bank, and each Bank irrevocably consents hereto.


 


§2.17.2            Defaulting
Bank Cure. If the Borrower and the Administrative Agent agree in writing that a Bank is no longer a Defaulting Bank, the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set
forth therein, that Bank will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Banks or take
such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the
Banks in accordance with their Applicable Percentages (without giving effect to §2.17.1(d)), whereupon such Bank will cease
to be a Defaulting Bank; 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 Bank was a Defaulting Bank; and provided, further, that except to the extent
otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release
of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank.


 






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§2.18.     Replacement
of Banks. If any Bank (an “Affected Bank”) (i) makes demand upon the Borrower for (or if the Borrower is
otherwise required to pay) amounts pursuant to §§3.4.1 or 3.4.2, (ii) is unable to make or maintain Term
SOFR Loans as a result of a condition described in §§ 3.2 or 3.3, (iii) is a Defaulting Bank, or (iv) is
a Non-Consenting Bank (as defined below), the Borrower may, within 90 days of receipt of such demand, notice (or the occurrence of such
other event causing the Borrower to be required to pay such compensation or causing §§ 3.2 or 3.3 to be applicable),
default or approval of such amendment, waiver or consent by the Majority Banks, as the case may be, by notice (a “Replacement
Notice”) in writing to the Administrative Agent and such Affected Bank (A) request the Affected Bank to cooperate with
the Borrower in obtaining a replacement bank satisfactory to the Administrative Agent and the Borrower (the “Replacement Bank”)
as provided herein, but none of such Banks shall be under an obligation to find a Replacement Bank; (B) request the non-Affected
Banks to acquire and assume all of the Affected Bank’s Loans and Commitment, but none of such Banks shall be under an obligation
to do so; or (C) designate a Replacement Bank reasonably satisfactory to the Administrative Agent. If any satisfactory Replacement
Bank shall be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank’s Loans,
then the Borrower may, upon notice to such Affected Bank and the Administrative Agent, require such Affected Bank to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in, and consents required by, §20), all of
its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations
(which assignee may be another Bank, if a Bank accepts such assignment), provided that:


 


(a)            the
Borrower shall have paid to the Administrative Agent the assignment fee specified in §20 (to the extent not waived);


 


(b)            subject
to the provisions in §2.17 with respect to any Defaulting Bank in the case of reallocation of payments to such Defaulting
Bank for amounts described in clauses first, fourth and fifth of such §2.17, such Affected Bank shall have received payment
of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable
to it hereunder and under the other Loan Documents (including any amounts under §§3.4.1, 3.4.2 and 3.5)
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other
amounts);


 


(c)            in
the case of any such assignment resulting from a claim for compensation under §§3.4.1 or 3.4.2, such assignment
will result in a reduction in such compensation or payments thereafter; and


 


(d)            such
assignment does not conflict with applicable law.


 


A Bank shall not be required to make any such
assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower
to require such assignment and delegation cease to apply. Upon the effective date of such assignment, such Replacement Bank shall become
a “Bank” for all purposes under this Agreement and the other Loan Documents.


 


For the purposes of this §2.18, a
 “Non-Consenting Bank” means a Bank that fails to approve an amendment, waiver or consent requested by the Borrower
pursuant to §15.9 that has received the written approval of not less than the Majority Banks but also requires the approval
of such Bank.


 






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§2.19.     Sustainability
Adjustments.


 


(a)            ESG
Amendment. After the Closing Date, the Borrower, in consultation with the Sustainability Coordinator, shall be entitled to establish
specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance
(“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator, the Borrower, the Administrative
Agent and the Majority Banks may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose
of incorporating the KPI’s and other related provisions (including provisions with respect to the reporting and validation of the
measurement of the proposed KPI’s) (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of
any such ESG Amendment, based on the Borrower’s performance against the KPI’s, certain adjustments (increase, decrease or
no adjustment) to the otherwise applicable Applicable Rate for Term SOFR Loans and Applicable Rate for Base Rate Loans will be made;
provided that the amount of such adjustments shall not exceed a 0.050% increase and/or decrease in the otherwise applicable Applicable
Rate for Term SOFR Loans and the Applicable Rate for Base Rate Loans; provided that in no event shall the Applicable Rate for
any Loans be less than zero. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation
of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles1
(as in effect from time to time) and is to be agreed between the Borrower and the Sustainability Coordinator (each acting
reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to
the consent of the Borrower and the Majority Banks if such modification does not have the effect of reducing the, Applicable Rate for
Base Rate Loans, or Applicable Rate for Term SOFR Loans to a level not otherwise permitted by this paragraph (it being understood that
any such modification having the effect of reducing the Applicable Rate for Base Rate Loans or Applicable Rate for Term SOFR Loans to
a level not otherwise permitted by this paragraph would require approval by all affected Banks in accordance with §15.9 or
§24).


 


(b)            Sustainability
Coordinator. The Sustainability Coordinator will (i) assist the Borrower in determining the ESG Pricing Provisions in connection
with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection
with the ESG Amendment.


 


(c)            Conflicting
Provisions. This Section shall supersede any provisions in §15.9 or §24 to the contrary.


 


§3.     TAXES,
YIELD PROTECTION AND ILLEGALITY.


 


§3.1.     Taxes.


 


§3.1.1            Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (a)  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
laws. If any applicable laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding
of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall
be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to §3.1.5) below.


 





 






1 The Sustainability Linked Loan Principles were published
in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association.


 






    - 27 - 


     


    

 


(b)            If
any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States
Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such
deductions as are reasonably determined by the Administrative Agent to be required based upon the information and documentation it has
received pursuant to §3.1.5) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted
to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made
on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required
withholding or the making of all required deductions (including deductions applicable to additional sums payable under this §3.1)
the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.


 


(c)            If
any Loan Party or the Administrative Agent shall be required by any applicable laws other than the Code to withhold or deduct any Taxes
from any payment, then (A) such Loan Party or the Administrative Agent, as required by such laws, shall withhold or make such deductions
as are determined by it to be required based upon the information and documentation it has received pursuant to §3.1.5 below,
(B) such Loan Party or the Administrative Agent, to the extent required by such laws, shall timely pay the full amount withheld
or deducted to the relevant Governmental Authority in accordance with such laws, and (C) to the extent that the withholding or deduction
is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any
required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this
§3.1) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction
been made.


 


§3.1.2            Payment
of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties 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.


 


§3.1.3            Tax
Indemnifications. (a)  Each of the Loan Parties shall, and does hereby, jointly and severally (except as otherwise provided
below) indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount
of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this §3.1)
payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower
by a Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Bank, shall be
conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally (except as otherwise provided
below) indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount
which a Bank for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to §3.1.3(b) below.


 






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(b)            Each
Bank 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 Bank (but only to the extent that any Loan Party has not already
indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Party to do so), (y) the
Administrative Agent and the Loan Party, as applicable, against any Taxes attributable to such Bank’s failure to comply with the
provisions of §20 relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan
Party, as applicable, against any Excluded Taxes attributable to such Bank, in each case, that are payable or paid by the Administrative
Agent or a 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 Bank by the Administrative Agent shall be conclusive absent manifest error. Each Bank hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Bank, 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).


 


§3.1.4            Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority as provided in this
§3.1, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent.


 


§3.1.5            Status
of Banks; Tax Documentation. (a)  Any Bank 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 prescribed by applicable law
or the taxing authorities of a jurisdiction pursuant to such applicable law or 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 Bank, 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 Bank 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 either (A) set
forth in §3.1.5(b)(i), (b)(ii) and (b)(iii), below or (B) required by applicable law other than the
Code or the taxing authorities of the jurisdiction pursuant to such applicable law to comply with the requirements for exemption or reduction
of withholding tax in that jurisdiction) shall not be required if in the Bank’s reasonable judgment such completion, execution
or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial
position of such Bank.


 


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


 


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


 


(ii)            any
Foreign Bank 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 Bank becomes a Bank 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:


 






    - 29 - 


     


    

 


a.            in
the case of a Foreign Bank 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-8BENE (or W-8BEN, as applicable) establishing an
exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with
respect to any other applicable payments under any Loan Document, IRS Form W-8BENE (or W-8BEN, as applicable) establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income”
article of such tax treaty;


  


b.            executed
copies of IRS Form W-8ECI;


 


c.            in
the case of a Foreign Bank 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 G-1 to the effect that such Foreign Bank 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-8BENE (or W-8BEN, as
applicable); or


 


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


 


(iii)            any
Foreign Bank 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 Bank becomes a Bank 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


 


(iv)            if
a payment made to a Bank under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Bank 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 Bank 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 Bank has complied with such Bank’s obligations under FATCA or to determine the amount to
deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.


 






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(c)            Each
Bank agrees that if any form or certification it previously delivered pursuant to this §3.1 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.


  


§3.1.6            Treatment
of Certain Refunds. Unless required by applicable laws, at no time shall the Administrative Agent have any obligation to file for
or otherwise pursue on behalf of a Bank, or have any obligation to pay to any Bank, any refund of Taxes withheld or deducted from funds
paid for the account of such Bank, as the case may be. If any Recipient determines that it has received a refund of any Taxes as to which
it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this §3.1,
it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts
paid, by a Loan Party under this §3.1 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 each Loan Party, upon the request of the Recipient, agrees to repay the amount paid
over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient
in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary
in this subsection, in no event will the applicable Recipient be required to pay any amount to such Loan Party 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 any Loan Party or any
other Person.


 


§3.1.7            Survival.
Each party’s obligations under this §3.1 shall survive the resignation or replacement of the Administrative Agent or
any assignment of rights by, or the replacement of, a Bank, the termination of the Commitments and the repayment, satisfaction or discharge
of all other Obligations.


 


§3.2.     Illegality.
If any Bank determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any
Bank or its applicable Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect
to the Loans, or to determine or charge interest rates based upon SOFR or Term SOFR, or any Governmental Authority has imposed material
restrictions on the authority of such Bank to purchase or sell, or to take deposits of, Dollars in the applicable interbank market, then,
on notice thereof by such Bank to the Borrower through the Administrative Agent, (i) any obligation of such Bank to issue, make,
maintain, fund or charge interest with respect to any such Loan or to make or continue Term SOFR Loans or to convert Base Rate Loans
to Term SOFR Loans shall be, in each case, suspended, and (ii) if such notice asserts the illegality of such Bank making or maintaining
Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate
on which Base Rate Loans of such Bank 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 Bank notifies the Administrative Agent and the Borrower
that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon
demand from such Bank (with a copy to the Administrative Agent), prepay or, if applicable, convert, all such Term SOFR Loans of such
Bank to Base Rate Loans (the interest rate on which Base Rate Loans of such Bank 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 Bank may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such Bank may not lawfully
continue to maintain such Loans and (y) if such notice asserts the illegality of such Bank determining or charging interest rates
based upon Term SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Bank
without reference to the Term SOFR component thereof until the Administrative Agent is advised in writing by such Bank that it is no
longer illegal for such Bank to determine or charge interest rates based upon Term SOFR. Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest on the amount so prepaid or converted.


 






    - 31 - 


     


    

 


§3.3.     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 §3.3(b) and the circumstances under clause (i) of
§3.3(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 Majority Banks determine that for any reason that Term
SOFR for any requested Interest Period does not adequately and fairly reflect the cost to such Banks of funding such Loan, the Administrative
Agent will promptly so notify the Borrower and each Bank.


 


Thereafter, (x) the
obligation of the Banks 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 Majority Banks described
in clause (ii) of this §3.3(a), until the Administrative Agent upon instruction of the Majority Banks) 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 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 Interest Periods.


 


(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 the Majority Banks notify the Administrative
Agent (with, in the case of the Majority Banks, a copy to the Borrower) that the Borrower or the Majority Banks (as applicable) have
determined, that:


 


(i)            adequate
and reasonable means do not exist for ascertaining one month or three month interest periods of Term SOFR, including, without limitation,
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 and three 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 and three month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or
indefinitely, the “Scheduled Unavailability Date”);


 






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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).


 


If the Successor Rate is
Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly 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 §3.3(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 §3.3 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 Banks and the Borrower unless, prior to such time, Banks comprising the Majority Banks have delivered to the Administrative
Agent written notice that such Majority Banks object to such amendment.


 


The Administrative Agent
will promptly (in one or more notices) notify the Borrower and each Bank 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.


 


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 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 Banks reasonably
promptly after such amendment becomes effective.


 






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§3.4.     Increased
Costs.


 


§3.4.1            Increased
Costs Generally. If any Change in Law shall:


 


(a)            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 Bank;


 


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


 


(c)            impose
on any Bank or any applicable interbank market any other condition, cost or expense affecting this Agreement or Term SOFR Loans made
by such Bank;


 


and the result of any of the foregoing shall
be to increase the cost to such Bank of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to
make any such Loan), or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest
or any other amount) then, upon request of such Bank, the Borrower will pay to such Bank, such additional amount or amounts as will compensate
such Bank for such additional costs incurred or reduction suffered.


 


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


 


§3.4.3            Certificates
for Reimbursement. A certificate of a Bank setting forth the amount or amounts necessary to compensate such Bank or its holding company,
as the case may be, as specified in §§3.4.1 or 3.4.2  and delivered to the Borrower shall be conclusive
absent manifest error. The Borrower shall pay such Bank the amount shown as due on any such certificate within 10 days after receipt
thereof.


 


§3.4.4            Delay
in Requests. Failure or delay on the part of any Bank to demand compensation pursuant to the foregoing provisions of this §3.4
shall not constitute a waiver of such Bank’s right to demand such compensation, provided that the Borrower shall not
be required to compensate a Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions
suffered more than six months prior to the date that such Bank notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period
of retroactive effect thereof).


 






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


 


§3.5.1            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);


 


§3.5.2            any
failure by the Borrower (for a reason other than the failure of such Bank 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


 


§3.5.3            any
assignment of a Term SOFR Loan, in each case on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to §2.18;


 


including any loss of anticipated profits and
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. The Borrower shall also pay any customary administrative fees charged by
such Bank in connection with the foregoing.


 


For purposes of calculating amounts payable by
the Borrower to the Banks under this §3.5, each Bank shall be deemed to have funded each Term SOFR Loan made by it at the
Term SOFR Rate for such Loan by a matching deposit or other borrowing in the applicable interbank market for such currency for a comparable
amount and for a comparable period, whether or not such Loan was in fact so funded.


 


§3.6.     Mitigation
Obligations; Replacement of Banks.


 


§3.6.1            Designation
of a Different Lending Office. Each Bank may make any Loan to the Borrower through any Lending Office, provided that the exercise
of this option shall not affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. If
any Bank requests compensation under §3.4, or requires the Borrower to pay any Indemnified Taxes or additional amounts to
any Bank or any Governmental Authority for the account of any Bank pursuant to §3.1, or if any Bank gives a notice pursuant
to §3.2, then at the request of the Borrower such Bank 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 Bank, such designation or assignment (i) would eliminate or reduce amounts payable
pursuant to §§3.1 or 3.4, as the case may be, in the future, or eliminate the need for the notice pursuant to
§3.2, as applicable, and (ii) in each case, would not subject such Bank to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Bank. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Bank
in connection with any such designation or assignment.


 


§3.6.2            Replacement
of Banks. If any Bank requests compensation under §3.4, or if the Borrower is required to pay any Indemnified Taxes or
additional amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to §3.1 and, in each case,
such Bank has declined or is unable to designate a different lending office in accordance with §3.6.1, the Borrower may replace
such Bank in accordance with §2.18.


 


§3.7.     Survival.
All obligations of the Loan Parties under this §3 shall survive termination of the Commitments, repayment of all other Obligations
hereunder, and resignation of the Administrative Agent.


 






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§4.     [Reserved.]


 


§5.     [Reserved.]


 


§6.     REPRESENTATIONS
AND WARRANTIES. The Borrower (and the Guarantor, where applicable) represents and warrants to the Banks that:


 


§6.1.     Corporate
Authority.


 


(a)            Incorporation;
Good Standing. The Borrower and each Significant Subsidiary (i) is duly organized, validly existing and in good standing under
the laws of its respective jurisdiction of formation, (ii) has all requisite corporate power to own its property and conduct its
business as now conducted and as presently contemplated, and (iii) is in good standing and is duly authorized to do business in
each jurisdiction in which its property or business as presently conducted or contemplated makes such qualification necessary, except
where a failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.


 


(b)            Authorization.
The execution, delivery and performance of its Loan Documents and the transactions contemplated hereby and thereby (i) are within
the corporate authority of the Borrower and the Guarantor, (ii) have been duly authorized by all necessary corporate proceedings
on the part of the Borrower and the Guarantor, (iii) do not conflict with or result in any breach or contravention of any provision
of law, statute, rule or regulation to which the Borrower or the Guarantor or any of their Subsidiaries is subject, (iv) do
not contravene any judgment, order, writ, injunction, license or permit applicable to the Borrower, the Guarantor or any of their Subsidiaries
so as to have a Material Adverse Effect, and (v) do not conflict with any provision of the corporate charter or bylaws of the Borrower,
the Guarantor or any Significant Subsidiary or any agreement or other instrument binding upon the Borrower, the Guarantor or any Significant
Subsidiaries, except for those conflicts with any such agreement or instrument which could not reasonably be expected to have a Material
Adverse Effect.


 


(c)            Enforceability.
The execution, delivery and performance of the Loan Documents by the Borrower and the Guarantor will result in valid and legally binding
obligations of the Borrower and the Guarantor enforceable against them in accordance with the respective terms and provisions hereof
and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors’ rights generally and general principles of equity.


 


§6.2.     Governmental
and Other Approvals. The execution, delivery and performance of the Loan Documents by the Borrower and the Guarantor and the consummation
by the Borrower and the Guarantor of the transactions contemplated hereby and thereby do not require any approval or consent of, or filing
with, any governmental agency or authority or other third party other than those already obtained and those required after the date hereof
in connection with the Borrower’s performance of the covenants contained in §§7, 8 and 9 hereof.


 


§6.3.     Title
to Properties; Leases. The Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet as at
the Interim Balance Sheet Date or acquired since that date (except property and assets (a) operated under Capital Leases, (b) sold
or otherwise disposed of in the ordinary course of business since that date, or (c) consolidated in accordance with variable entity
guidance in FASB ASC 810), subject to no Liens except Permitted Liens.


 






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§6.4.     Financial
Statements; Solvency.


 


(a)            There
have been furnished to the Banks consolidated balance sheets of the Borrower dated the Balance Sheet Date and consolidated statements
of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated
balance sheets of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operations
for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared
in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable
to interim unaudited reports), and fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries
on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject,
in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence
of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries involving material amounts, known to
the officers of the Borrower or the Guarantor, which have not been disclosed in said balance sheets and the related notes thereto or
otherwise in writing to the Banks.


 


(b)            The
Borrower on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) is solvent
(i.e., it has assets having a fair value in excess of the amount required to pay its probable liabilities on its existing debts
as they become absolute and matured) and has, and expects to have, the ability to pay its debts from time to time incurred in connection
therewith as such debts mature.


 


§6.5.     No
Material Changes, Etc. Since the Balance Sheet Date, there have been no material adverse changes in the consolidated financial condition,
business, assets or liabilities (contingent or otherwise) of the Borrower and its Subsidiaries, taken as a whole, other than changes
in the ordinary course of business which have not had a Material Adverse Effect.


 


§6.6.     Franchises,
Patents, Copyrights, Etc. The Borrower and each of its Subsidiaries possess all franchises, patents, copyrights, trademarks, trade
names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their business substantially as now
conducted (other than those the absence of which would not have a Material Adverse Effect) without known conflict with any rights of
others other than a conflict which would not have a Material Adverse Effect.


 


§6.7.     Litigation.
Except as set forth on Schedule 6.7 or in the Disclosure Documents, there are no actions, suits, proceedings or investigations
of any kind pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries before any court,
tribunal or administrative agency or board which, either in any case or in the aggregate, could reasonably be expected to have a Material
Adverse Effect.


 


§6.8.     No
Materially Adverse Contracts, Etc. Neither the Borrower nor any of its Subsidiaries is subject to any charter, corporate or other
legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Borrower’s or such Subsidiary’s
officers has or could reasonably be expected in the future to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries
is a party to any contract or agreement which in the judgment of the Borrower’s or its Subsidiary’s officers has or could
reasonably be expected to have any Material Adverse Effect, except as otherwise reflected in adequate reserves as required by GAAP.


 






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§6.9.     Compliance
With Other Instruments, Laws, Etc. The Borrower nor any of its Subsidiaries is (a) violating any provision of its charter documents
or by-laws or (b) violating any agreement or instrument to which any of them may be subject or by which any of them or any of their
properties may be bound or any decree, order, judgment, or any statute, license, rule or regulation, in a manner which could (in
the case of such agreements or such instruments) reasonably be expected to result in a Material Adverse Effect.


 


§6.10.     Tax
Status. The Borrower and its Subsidiaries have filed all federal, state, provincial and territorial income and all other tax returns,
reports and declarations (or obtained extensions with respect thereto) required by applicable law to be filed by them (unless and only
to the extent that the Borrower or such Subsidiary has set aside on its books provisions reasonably adequate for the payment of all unpaid
and unreported taxes as required by GAAP); and have paid all taxes and other governmental assessments and charges (other than taxes,
assessments and other governmental charges imposed by jurisdictions other than the United States or any political subdivision thereof
which in the aggregate are not material to the financial condition, business or assets of the Borrower or such Subsidiary on an individual
basis or of the Borrower and its Subsidiaries on a consolidated basis) that are material in amount, shown or determined to be due on
such returns, reports and declarations, except those being contested in good faith; and, as required by GAAP, have set aside on their
books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. Except to the extent contested in the manner permitted in the preceding sentence, there are no unpaid taxes in
any material amount claimed by the taxing authority of any jurisdiction to be due and owing by the Borrower or any of its Subsidiaries,
nor do the officers of the Borrower or any Subsidiary know of any basis for any such claim.


 


§6.11.     No
Event of Default. No Default or Event of Default has occurred hereunder and is continuing.


 


§6.12.     Investment
Company Act. Neither the Borrower nor any of its Subsidiaries is a “registered investment company”, or an “affiliated
company” or a “principal underwriter” of a “registered investment company”, as such terms are defined in
the Investment Company Act of 1940.


 


§6.13.     Absence
of Financing Statements, Etc. Except as permitted by §8.1 of this Agreement, there is no Indebtedness senior to the Obligations,
and except for Permitted Liens, there are no Liens, or any effective financing statement, security agreement, hypothec, chattel mortgage,
real estate mortgage, debenture or other document filed or recorded with any filing records, registry, or other public office, which
purports to cover, affect or give notice of any present or possible future Lien on any assets or property of the Borrower or any of its
Subsidiaries or right thereunder.


 


§6.14.     Employee
Benefit Plans.


 


§6.14.1            In
General. (a) Except as could not reasonably be expected to have a Material Adverse Effect, each Employee Benefit Plan and Canadian
Pension Plan has been maintained and operated in compliance with the provisions of all applicable laws (including, without limitation,
in the case of each Employee Benefit Plan, ERISA and, to the extent applicable, the Code, and, in the case of any Canadian Pension Plan,
all applicable Canadian laws). Promptly upon the request of any Bank or the Administrative Agent, the Borrower will furnish to the Administrative
Agent the most recently completed annual report, Form 5500, with all required attachments, and actuarial statement required to be
submitted under §103(d) of ERISA, with respect to each Guaranteed Pension Plan. (b) Except as could not reasonably be
expected to have a Material Adverse Effect, (i) each Canadian Pension Plan has received a confirmation of registration from the
Canada Revenue Agency and, to the best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such
registration and (ii) each Loan Party and each Subsidiary has made all required contributions to each Canadian Pension Plan. The
aggregate solvency deficiency for the Canadian Defined Benefit Pension Plans of the Borrower and each Subsidiary in existence on the
Closing Date is not, and has not resulted and could not reasonably be expected to have a Material Adverse Effect.


 






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§6.14.2            Terminability
of Welfare Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (i) under each Employee Benefit
Plan which is an employee welfare benefit plan within the meaning of §3(1) or §3(2)(B) of ERISA, no benefits are
due unless the event giving rise to the benefit entitlement occurs prior to plan termination (except as required by Title 1, Part 6
of ERISA), and (ii) the Borrower or an ERISA Affiliate, as appropriate, may terminate each such employee welfare benefit plan at
any time (or at any time subsequent to the expiration of any applicable bargaining agreement) in the discretion of the Borrower or such
ERISA Affiliate without liability to the Borrower or any Subsidiary.


 


§6.14.3            Guaranteed
Pension Plans. Except as could not reasonably be expected to have a Material Adverse Effect: (a) each contribution required
to be made to a Guaranteed Pension Plan, whether required to be made to avoid a violation of the minimum funding standards under §§412
and 430 of the Code, the notice or lien provisions of §303(k) or §4068 of ERISA, or otherwise, has been timely made; (b) no
waiver of the minimum funding standards under §§412 and 430 of the Code or extension of amortization periods has been received
with respect to any Guaranteed Pension Plan; (c) no liability to the PBGC (other than required insurance premiums, all of which
have been paid) has been incurred by the Borrower or any ERISA Affiliate with respect to any Guaranteed Pension Plan (other than Terminated
Plans) and there has not been any ERISA Reportable Event, or any other event or condition which presents a material risk of termination
of any Guaranteed Pension Plan by the PBGC; and (d) other than with respect to the Terminated Plans, based on the latest valuation
of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial
methods and assumptions employed for that valuation, each Guaranteed Pension Plan is in compliance with the minimum funding standards
as set forth in §302 of ERISA and is not subject to any restrictions concerning (i) providing shutdown or similar benefits,
(ii) amendments to increase benefits, (iii) paying lump sums or (iv) continuing to accrue benefits, as described by the
Pension Protection Act of 2006.


 


§6.14.4            Plan
Assets. The Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets”
(within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection
with the Loans or the Commitments.


 


§6.14.5            Multiemployer
Plans. Except for liabilities that have been discharged prior to the Closing Date or as to which accruals have been made in accordance
with GAAP prior to the Closing Date as reflected in the Disclosure Documents or as could not reasonably be expected to have a Material
Adverse Effect, neither the Borrower nor any ERISA Affiliate has incurred any liability (including secondary liability) to any Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under §4201 of ERISA or as a result of a sale
of assets described in §4204 of ERISA. Neither the Borrower nor any ERISA Affiliate has been notified that any Multiemployer Plan
is insolvent under and within the meaning of §4245 of ERISA or that any Multiemployer Plan intends to terminate or has been terminated
under §4041A of ERISA, except as could not reasonably be expected to have a Material Adverse Effect.


 


§6.15.     Environmental
Compliance. The Borrower and its Subsidiaries have taken all steps that they have deemed reasonably necessary to investigate the
past and present condition and usage of the Real Property and the operations conducted by the Borrower and its Subsidiaries and, based
upon such diligent investigation, have determined that, except as set forth on Schedule 6.15 or in the Disclosure Documents:


 






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(a)            None
of the Borrower, any Significant Subsidiary or any operator of their properties, is in violation, or alleged violation, of any judgment,
decree, order, law, permit, license, rule or regulation pertaining to environmental matters, including without limitation, those
arising under the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation
and Liability Act of 1980 as amended (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986 (“SARA”),
the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, the Canadian Environmental Protection Act,
1999, or any applicable international, federal, state, provincial, territorial or local statute, regulation, ordinance, order or decree
relating to health, safety, waste transportation or disposal, or the environment (the “Environmental Laws”), which
violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


(b)            Except
with respect to any such matters that could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any
Significant Subsidiary has received notice from any third party including, without limitation: any Governmental Authority, (i) that
any one of them has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially
responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B; (ii) that
any hazardous waste, as defined by 42 U.S.C. §6903(5), any hazardous substances as defined by 42 U.S.C. §9601(14), any pollutant
or contaminant as defined by 42 U.S.C. §9601(33) or any toxic substance, oil or hazardous materials or other chemicals or substances
regulated by any Environmental Laws, excluding household hazardous waste (“Hazardous Substances”), which any one of
them has generated, transported or disposed of, has been found at any site at which a federal, state, provincial, territorial or local
agency or other third party has conducted or has ordered that the Borrower or any Significant Subsidiaries conduct a remedial investigation,
removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim,
action, cause of action, complaint, legal or administrative proceeding arising out of any third party’s incurrence of costs, expenses,
losses or damages of any kind whatsoever in connection with the Release of Hazardous Substances.


 


(c)            Except
for those occurrences or situations that could not reasonably be expected to have a Material Adverse Effect, (i) no portion of the
Real Property or other assets of the Borrower or any Significant Subsidiary has been used for the handling, processing, storage or disposal
of Hazardous Substances except in accordance with applicable Environmental Laws; (ii) in the course of any activities conducted
by the Borrower, any Significant Subsidiaries, or operators of the Real Property or other assets of the Borrower or any Significant Subsidiaries,
no Hazardous Substances have been generated or are being used on such properties except in accordance with applicable Environmental Laws;
(iii) there have been no unpermitted Releases or threatened Releases of Hazardous Substances on, upon, into or from the Real Property
or other assets of the Borrower or any Significant Subsidiaries; and (iv) any Hazardous Substances that have been generated on the
Real Property or other assets of the Borrower or any Significant Subsidiaries have been transported offsite only by carriers having an
identification number issued by the EPA, treated or disposed of only by treatment or disposal facilities maintaining valid permits as
required under applicable Environmental Laws, which transporters and facilities have been and are, to the Borrower’s knowledge,
operating in compliance with such permits and applicable Environmental Laws.


 


§6.16.     Disclosure.
No representation or warranty made by the Borrower or the Guarantor in this Agreement or in any agreement, instrument, document, certificate,
or financial statement furnished to the Banks or the Administrative Agent by or on behalf of or at the request of the Borrower and the
Guarantor in connection with any of the transactions contemplated by the Loan Documents contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make the statements contained therein, taken as a whole, not misleading in light
of the circumstances in which they are made.


 






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§6.17.     Permits
and Governmental Authority. All permits (other than those the absence of which could not reasonably be expected to have a Material
Adverse Effect) required for the construction and operation of all landfills currently owned or operated by the Borrower or any Significant
Subsidiaries have been obtained and remain in full force and effect and are not subject to any appeals or further proceedings or to any
unsatisfied conditions that may allow material modification or revocation. Neither the Borrower nor any of its Subsidiaries, nor, to
the knowledge of the Borrower, the holder of such permits is in violation of any such permits, except for any violation which could not
reasonably be expected to have a Material Adverse Effect.


 


§6.18.     Margin
Stock. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Loans will be used
to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock in violation
of Regulations T, U or X of the Board of Governors of the Federal Reserve System.


 


§6.19.     Sanctions.
Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer,
employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual
or entity that is (a) currently the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated
Nationals, the Canadian Sanctions List 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.


 


§6.20.     Anti-Corruption
Laws; Sanctions. The Borrower and its Subsidiaries have conducted their businesses in compliance with all applicable Sanctions, the
FCPA, the Corruption of Foreign Public Officials Act (Canada), the UK Bribery Act 2010, and other similar anti-corruption legislation
in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such
Sanctions, laws, regulations and rules.


 


§6.21.     Affected
Financial Institutions; Beneficial Ownership Certification; Covered Entities. Neither the Borrower nor the Guarantor is an Affected
Financial Institution. As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is
true and correct in all respects. No Loan Party is a Covered Entity.


 


§7.     AFFIRMATIVE
COVENANTS OF THE BORROWER. The Borrower agrees that, so long as any Obligation is outstanding or the Banks have any obligation
to make Loans hereunder, it shall, and shall cause its Subsidiaries (or, if so indicated below, cause only Significant Subsidiaries)
to, comply with the following covenants:


 


§7.1.     Punctual
Payment. The Borrower will duly and punctually pay or cause to be paid the principal of and interest on the Loans, fees and other
amounts provided for in this Agreement and the other Loan Documents, all in accordance with the terms of this Agreement and such other
Loan Documents.


 


§7.2.     Maintenance
of U.S. Office. The Borrower will maintain its chief executive offices at Houston, Texas, or at such other place in the United States
of America as the Borrower shall designate upon 30 days’ prior written notice to the Administrative Agent.


 






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§7.3.     Records
and Accounts. The Borrower will, and will cause each of its Subsidiaries to, keep true and accurate records and books of account
in which full, true and correct entries will be made in accordance with GAAP and with the requirements of all regulatory authorities
and maintain adequate accounts and reserves for all taxes (including income taxes), depreciation, depletion, obsolescence and amortization
of its properties, all other contingencies, and all other proper reserves.


 


§7.4.     Financial
Statements, Certificates and Information. The Borrower will deliver to the Banks:


 


(a)            as
soon as practicable, but, in any event not later than 100 days after the end of each fiscal year of the Borrower, the consolidated balance
sheet of the Borrower and its Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated
statements of operations, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated financial
statements to be in reasonable detail, prepared in accordance with GAAP and, with respect to the consolidated financial statements, certified
by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory
to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide
the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making
the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants
shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default
or Event of Default;


 


(b)            as
soon as practicable, but in any event not later than 60 days after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower, copies of the consolidated balance sheet and statement of operations of the Borrower and its Subsidiaries as at
the end of such quarter, subject to year-end adjustments, and the related consolidated statement of cash flows, all in reasonable detail
and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification
by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) that
the consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial
statements) and fairly present, in all material respects, the consolidated financial condition of the Borrower and its Subsidiaries as
at the close of business on the date thereof and the results of operations for the period then ended, subject to year-end adjustments
and the exclusion of detailed footnotes;


 


(c)            simultaneously
with the delivery of the financial statements referred to in (a) and (b) above, a certificate in the form of Exhibit C
hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer,
stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9
hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with
respect to the covenants contained in §9 hereof and that no Default or Event of Default exists, provided that if the
Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of
Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature
and period of existence thereof and what action the Borrower proposes to take with respect thereto;


 






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(d)            promptly
following the filing or mailing thereof, copies of all material documents of a financial nature filed with the Securities and Exchange
Commission or sent to the Borrower’s and its Subsidiaries’ stockholders generally;


 


(e)            promptly
following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Bank for
purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including,
without limitation, the USA PATRIOT Act, the Canadian AML Acts, and the Beneficial Ownership Regulation; and


 


(f)            from
time to time such other financial data and other information as any of the Banks may reasonably request through the Administrative Agent.


 


In addition, the Borrower
shall, promptly upon the issuance thereof, notify the Administrative Agent of any announcement by Moody’s or S&P (i) of
any change in any Senior Public Debt Rating or (ii) that any Senior Public Debt Rating will be put on a “negative outlook”
or “negative credit watch.”


 


The Borrower hereby authorizes
each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where
required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the
disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of
1978, as in effect from time to time, except as to matters specifically permitted therein.


 


§7.5.     Existence
and Conduct of Business. The Borrower will, and will cause each Significant Subsidiary to, do or cause to be done all things necessary
to preserve and keep in full force and effect its existence, rights and franchises; and effect and maintain its foreign qualifications
(except where the failure of the Borrower or any Significant Subsidiary to remain so qualified could not reasonably be expected to have
a Material Adverse Effect), licensing, domestication or authorization, except as any of the foregoing may be terminated by its Board
of Directors in the exercise of its reasonable judgment; provided that such termination could not reasonably be expected to have
a Material Adverse Effect. The Borrower will not, nor will it cause its Subsidiaries to, become obligated under any contract or binding
arrangement which, at the time it was entered into, could reasonably be expected to have a Material Adverse Effect. The Borrower will,
and will cause each of its Subsidiaries to, continue to engage primarily in any of the businesses now conducted by the Borrower and its
Subsidiaries and in related, complementary or supplemental businesses, and any additional businesses acquired pursuant to the terms of
§8.4(a) hereunder.


 


§7.6.     Maintenance
of Properties. The Borrower will, and will cause each Significant Subsidiary to, cause all material properties used or useful in
the conduct of their businesses to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted)
and supplied with all necessary equipment and cause to be made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Borrower and the Significant Subsidiaries may be necessary so that the businesses carried on in
connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this
section shall prevent the Borrower or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties
if such discontinuance is, in the judgment of the Borrower or such Subsidiary, desirable in the conduct of its or their business and
which could not reasonably be expected to have a Material Adverse Effect.


 






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§7.7.     Insurance.
The Borrower will, and will cause its Subsidiaries to, maintain insurance of the kinds, covering the risks (other than risks arising
out of or in any way connected with personal liability of any officers and directors thereof) and in the relative proportionate amounts
usually carried by reasonable and prudent companies conducting businesses similar to that of the Borrower and its Subsidiaries, in amounts
substantially similar to the existing coverage maintained by the Borrower and its Subsidiaries. Such insurance shall be with financially
sound and reputable insurance companies (including captive insurance companies), funds or underwriters, or may be pursuant to self-insurance
plans. In addition, the Borrower will furnish from time to time, upon the Administrative Agent’s request, a summary of the insurance
coverage of the Borrower and its Subsidiaries, which summary shall be in form and substance satisfactory to the Administrative Agent
and, if requested by the Administrative Agent, will furnish to the Administrative Agent copies of the applicable policies.


  


§7.8.     Taxes.
The Borrower will, and will cause its Subsidiaries to, duly pay and discharge, or cause to be paid and discharged, before the same shall
become overdue, all taxes, assessments and other governmental charges imposed upon it and its real properties, sales and activities,
or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies, which if unpaid
might by law become a Lien upon any of its property; provided, however, that any such tax, assessment, charge, levy or
claim need not be paid if the failure to do so (either individually, or in the aggregate for all such failures) could not reasonably
be expected to have a Material Adverse Effect and the validity or amount thereof shall currently be contested in good faith by appropriate
proceedings and if the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto as required
by GAAP; and provided, further, that the Borrower or such Subsidiary will pay all such taxes, assessments, charges, levies
or claims prior to the foreclosure on any Lien which may have attached as security therefor.


 


§7.9.     Inspection
of Properties, Books and Contracts. The Borrower will, and will cause each Significant Subsidiary to, permit the Administrative Agent
or any Bank or any of their designated representatives, upon reasonable notice, to visit and inspect any of the properties of the Borrower
and the Significant Subsidiaries, to examine the books of account of the Borrower and the Significant Subsidiaries, or contracts (and
to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Borrower and the Significant
Subsidiaries with, and to be advised as to the same by, their officers, all at such times and intervals as may be reasonably requested.


 


§7.10.     Compliance
with Laws, Contracts, Licenses and Permits; Maintenance of Material Licenses and Permits. The Borrower will, and will cause each
Subsidiary to, (i) comply with the provisions of its charter documents and by-laws; (ii) comply with all agreements and instruments
by which it or any of its properties may be bound except where non-compliance could not reasonably be expected to have a Material Adverse
Effect; (iii) comply with all applicable laws and regulations (including Environmental Laws), decrees, orders, judgments, licenses
and permits, including, without limitation, all environmental permits (“Applicable Requirements”), except where non-compliance
with such Applicable Requirements could not reasonably be expected to have a Material Adverse Effect; (iv) maintain all operating
permits for all landfills now owned or hereafter acquired, except where the failure to do so could not reasonably be expected to have
a Material Adverse Effect; and (v) dispose of hazardous waste only at licensed disposal facilities operating, to the Borrower’s
knowledge, in compliance with Environmental Laws, except where the failure to do so could not reasonably be expected to have a Material
Adverse Effect. If at any time any authorization, consent, approval, permit or license from any officer, agency or instrumentality of
any government shall become necessary or required in order that the Borrower or any Significant Subsidiary may fulfill any of its obligations
hereunder or under any other Loan Document, the Borrower will immediately take or cause to be taken all reasonable steps within the power
of the Borrower or such Significant Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Banks
with evidence thereof.


 






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§7.11.     Environmental
Indemnification. The Borrower covenants and agrees that it will indemnify and hold the Banks and the Administrative Agent and their
respective affiliates, and each of the representatives, agents and officers of each of the foregoing, harmless from and against any and
all claims, expense, damage, loss or liability incurred by the Banks or the Administrative Agent (including all reasonable costs of legal
representation incurred by the Banks or the Administrative Agent) relating to (a) any Release or threatened Release of Hazardous
Substances on the Real Property; (b) any violation of any Environmental Laws or Applicable Requirements with respect to conditions
at the Real Property or other assets of the Borrower or its Subsidiaries, or the operations conducted thereon; or (c) the investigation
or remediation of offsite locations at which the Borrower, any of its Subsidiaries, or their predecessors are alleged to have directly
or indirectly Disposed of Hazardous Substances. It is expressly acknowledged by the Borrower that this covenant of indemnification shall
survive the payment of the Loans and satisfaction of all other Obligations hereunder and shall inure to the benefit of the Banks, the
Administrative Agent and their affiliates, successors and assigns.


 


§7.12.     Further
Assurances. The Borrower and the Guarantor will cooperate with the Administrative Agent and execute such further instruments and
documents as the Administrative Agent shall reasonably request to carry out to the Majority Banks’ satisfaction the transactions
contemplated by this Agreement.


 


§7.13.     Notice
of Potential Claims or Litigation. The Borrower shall deliver to the Banks written notice of the initiation of any action, claim,
complaint, investigation or any other notice of dispute or litigation against the Borrower or any of its Subsidiaries that could reasonably
be expected to have a Material Adverse Effect, or which questions the validity or enforceability of any Loan Document, together with
a copy of each such complaint or other notice received by the Borrower or any of its Subsidiaries if requested by the Administrative
Agent within 30 days of receipt thereof or of the determination that such action could reasonably be expected to have a Material Adverse
Effect, whichever occurs later (and the Borrower will make such determination in each case as promptly as practicable).


 


§7.14.     Notice
of Certain Events Concerning Environmental Claims and/or ERISA Reportable Events. The Borrower will promptly, and in any event within
ten (10) Business Days of the Borrower obtaining knowledge thereof, notify the Banks in writing of any of the following events:


 


(i)            the
Borrower or any Significant Subsidiary obtaining knowledge of any violation of any Environmental Law regarding the Real Property or the
Borrower’s or Subsidiary’s operations which violation could reasonably be expected to have a Material Adverse Effect;


 


(ii)            the
Borrower or any Significant Subsidiary obtaining knowledge of any potential or known Release, or threat of Release, of any Hazardous
Substance at, from, or into the Real Property which could reasonably be expected to have a Material Adverse Effect;


 


(iii)            the
Borrower’s or any Significant Subsidiary’s receipt of any notice of any material violation of any Environmental Law or of
any Release or threatened Release of Hazardous Substances, including a notice or claim of liability or potential responsibility from
any third party (including any federal, state, provincial, territorial or local governmental officials) and including notice of any formal
inquiry, proceeding, demand, investigation or other action with regard to (A) the Borrower’s, any Significant Subsidiary’s
or any Person’s operation of the Real Property, (B) contamination on, from, or into the Real Property, or (C) investigation
or remediation of offsite locations at which the Borrower, any Significant Subsidiary, or its predecessors are alleged to have directly
or indirectly Disposed of Hazardous Substances, if any thereof could reasonably be expected to have a Material Adverse Effect;


 






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(iv)            the
Borrower or any Significant Subsidiary obtaining knowledge that any expense or loss has been incurred by any Governmental Authority in
connection with the assessment, containment, removal or remediation of any Hazardous Substances with respect to which the Borrower or
any Significant Subsidiary has been alleged to be liable by such Governmental Authority or for which a Lien may be imposed on the Real
Property by such Governmental Authority, if any thereof could reasonably be expected to have a Material Adverse Effect;


 


(v)            the
occurrence of any ERISA Reportable Event or any failure by any Loan Party or any Subsidiary to materially perform its obligations under
a Canadian Pension Plan, in each case that could reasonably be expected to have a Material Adverse Effect; and


 


(vi)            of
the acquisition, as a result of the consummation of an Acquisition permitted hereunder, of any Canadian Defined Benefit Pension Plan
and copies of all documentation relating thereto and, thereafter, promptly after any request by the Administrative Agent or any Bank,
copies of all actuarial valuation reports in respect thereof and in respect of any other Canadian Defined Benefit Pension Plans in existence
on the Closing Date.


 


§7.15.     Notice
of Default. The Borrower will promptly notify the Banks in writing of the occurrence of any Default or Event of Default. If any Person
shall give any notice or take any other action in respect of a claimed default (whether or not constituting an Event of Default) under
this Agreement or any other note, evidence of indebtedness, indenture or other obligation evidencing indebtedness in excess of $200,000,000
as to which the Borrower or any Significant Subsidiary is a party or obligor, whether as principal or surety, the Borrower shall promptly
upon obtaining actual knowledge thereof give written notice thereof to the Banks, describing the notice of action and the nature of the
claimed default.


 


§7.16.     Use
of Proceeds. The proceeds of the Loans shall be used for general corporate purposes. After application of the proceeds of any Loan,
not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis)
that are subject to any restriction on sale, pledge, or disposal under this Agreement will be represented by “margin stock,”
as defined in accordance with Regulation U issued by the Board of Governors of the Federal Reserve System, now or hereafter in effect.


 


§7.17.     Certain
Transactions. Except as disclosed in the Disclosure Documents prior to the Closing Date, and except for arm’s length transactions
pursuant to which the Borrower or any Subsidiary makes payments in the ordinary course of business, none of the officers, directors,
or employees or any other affiliate of the Borrower or any Subsidiary are presently or shall be a party to any transaction with the Borrower
or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring
payments to or from any officer, director or such employee or, to the knowledge of the Borrower or any Subsidiary, any corporation, partnership,
trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee
or partner.


 


§7.18.     Anti-Corruption
Laws. The Borrower shall and shall cause each of its Subsidiaries to conduct its businesses in compliance with the FCPA, the Corruption
of Foreign Public Officials Act (Canada), the UK Bribery Act 2010, applicable Sanctions and other similar anti-corruption legislation
in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.


 






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§8.     NEGATIVE
COVENANTS OF THE BORROWER. The Borrower agrees that, so long as any Obligation is outstanding or the Banks have any obligation
to make Loans hereunder, it shall, and shall cause its Subsidiaries (or, if so indicated below, cause only Significant Subsidiaries)
to, comply with the following covenants:


 


§8.1.     Restrictions
on Indebtedness. The Borrower will not permit any of its Subsidiaries (other than the Guarantor) to create, incur, assume, or be
or remain liable, contingently or otherwise, with respect to any Indebtedness, or to become or be responsible in any manner (whether
by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services
or otherwise) with respect to any Indebtedness, in each case, of any other Person other than the Borrower or any of its Subsidiaries,
other than:


 


(a)            Indebtedness
listed in Schedule 8.1(a), any extension, renewal or refinancing of such Indebtedness and any additional bonds issued and Capital
Leases entered into from time to time after the Closing Date; provided that (i) if such Indebtedness is an extension, renewal
or refinancing of existing Indebtedness, the terms and conditions of any such extensions, renewals or refinancings shall not increase
the relative priority of such Indebtedness over the priority of the original Indebtedness, and (ii) in no event shall the aggregate
outstanding principal amount of Indebtedness permitted by this §8.1(a) exceed the aggregate principal amount of the
Indebtedness listed on Schedule 8.1(a) that is outstanding on the Closing Date (plus transaction costs, including premiums
and fees, related thereto); and


 


(b)            other
Indebtedness; provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Indebtedness
permitted under this §8.1(b), plus (ii) the aggregate outstanding principal amount of secured Indebtedness of
the Borrower and its Subsidiaries permitted under subsections (k), (l) and (m) of the definition of “Permitted Liens”,
plus (iii) the aggregate amount of Indebtedness with respect to outstanding Permitted Receivables Transactions (determined
in accordance with the proviso to the definition of “Indebtedness”), shall not exceed 15% of Consolidated Tangible Assets
at any time.


 


§8.2.     Restrictions
on Liens. The Borrower will not, nor will it cause its Subsidiaries to, create or incur or suffer to be created or incurred or to
exist any Lien of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income
or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the
same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or acquire,
or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security
agreement, device or arrangement; or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness
or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever
over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights or other general intangibles
(in each case other than the sale or licensing of intellectual property and other transfers of general intangibles, in each case made
in the ordinary course of business for fair market value and not made in connection with a financing transaction) or chattel paper, with
or without recourse, in each case except for Permitted Liens.


 






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The Borrower and the Guarantor
covenant and agree that if any of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties
or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained
from the Majority Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and
the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long
as such other Indebtedness shall be so secured; provided that the covenants of the Borrower and the Guarantor contained in this
sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness;
provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding
any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.


 


§8.3.     [Reserved.]


 


§8.4.     Mergers,
Consolidations, Sales.


 


(a)            Neither
the Borrower nor any Subsidiary shall be a party to any merger, amalgamation, consolidation, Division or exchange of stock unless the
Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the Guarantor shall
be the survivor of any merger or amalgamation with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to
be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below
are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership,
membership or joint venture or other interest in, any other Person except as otherwise provided in this §8.4. Notwithstanding
the foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of
any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction
will not otherwise create a Default or an Event of Default hereunder; and (ii) the business to be acquired predominantly involves
(A) the collection, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or (B) other lines
of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business,
financial, technical or administrative standpoint; provided that the Borrower or its Subsidiaries may purchase or otherwise acquire
all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in,
any Persons in unrelated businesses, not to exceed a total aggregate amount after the Closing Date of $600,000,000. Notwithstanding anything
herein to the contrary, the ability of the Subsidiaries of the Borrower to incur any Indebtedness in connection with any transaction
permitted pursuant to this §8.4 shall be governed by §8.1.


 


(b)            Neither
Borrower nor any Subsidiary shall sell, transfer, convey or lease any assets or group of assets, including the sale or transfer of any
property owned by the Borrower or any Subsidiary in order then or thereafter to lease such property or lease other property which the
Borrower or any Subsidiary intends to use for substantially the same purpose as the property being sold or transferred, or sell or assign,
with or without recourse, any receivables, except (i) transfers of real or personal property among Subsidiaries of the Borrower,
(ii) so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, sales of assets or pursuant
to a sale-leaseback transaction; provided that any net cash proceeds from any such sale or sale-leaseback shall, within 180 days,
either be used to pay down outstanding Loans under this Agreement or be reinvested by such Person in assets of the business of the Borrower
and its Subsidiaries, used for working capital, or used for other general corporate purposes, (iii) sales of accounts receivable
(and contract rights, general intangibles or chattel paper related thereto) more than sixty (60) days past due sold or assigned in the
ordinary course of collecting past due accounts, or (iv) pursuant to a Permitted Receivables Transaction.


 






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§8.5.     [Reserved.]


  


§8.6.     [Reserved.]


 


§8.7.     Sanctions.
Neither the Borrower nor any of its Subsidiaries will, directly or indirectly, use the proceeds of any Loan, or (knowingly, in the case
of any joint venture partner, individual or entity that is not a controlled Affiliate) lend, contribute or otherwise make available such
proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual
or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner
that will result in any material violation by any individual or entity (including any individual or entity participating in the transaction,
whether as Bank, Lead Arranger, Administrative Agent or otherwise) of Sanctions or any applicable anti-money laundering and counter-terrorism
financing provisions of The Bank Secrecy Act of 1970 (as amended) or any regulations issued pursuant to it.


 


§8.8.     Anti-Corruption
Laws. Neither the Borrower nor any of its Subsidiaries will, directly or indirectly knowingly (as such term is used in the FCPA (as
defined below)) use the proceeds of any Loan for any purpose which would breach the FCPA, the Corruption of Foreign Public Officials
Act (Canada), the UK Bribery Act 2010 or other similar legislation governing bribery or corruption, in each, case, as applicable to the
Borrower or its Subsidiaries from time to time.


 


§9.     FINANCIAL
COVENANT. The Borrower agrees that, so long as any Obligation is outstanding or the Banks have any obligation to make
Loans hereunder, it shall not permit, as of the end of any fiscal quarter of the Borrower, the ratio of (a) Total Debt to (b) EBITDA
for the four fiscal quarters then ending (the “Leverage Ratio”) to exceed 3.75:1.00; provided that if an Acquisition
permitted under this Agreement involving aggregate consideration in excess of $200,000,000 occurs during a fiscal quarter, the Borrower
shall have the right to increase the maximum permitted Leverage Ratio required to be maintained under this §9 to 4.25:1.00
during the fiscal quarter in which such permitted Acquisition is consummated (the “Trigger Quarter”) and each of the
following three fiscal quarters following the Trigger Quarter (such period, an “Elevated Leverage Ratio Period”) so
long as there is at least one fiscal quarter end after the end of each Elevated Leverage Ratio Period at which the required Leverage
Ratio is less than or equal to 3.75:1.00; provided that there shall be no more than two Elevated Leverage Ratio Periods during
the term of this Agreement. Such election shall be made by the delivery of a written notice by the Borrower to the Administrative Agent
making reference to this §9 and notifying the Administrative Agent of the Borrower’s exercise of this right on or prior
to the date of the actual or required delivery of a Compliance Certificate for the Trigger Quarter.


 


§10.     CONDITIONS
PRECEDENT.


 


§10.1.     Conditions
To Effectiveness. The effectiveness of this Agreement as an amendment and restatement of the Existing Credit Agreement shall be subject
to the satisfaction of each of the following conditions precedent:


 


§10.1.1            Corporate
Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and the Guarantor of the
Loan Documents shall have been duly and effectively taken, and evidence thereof certified by authorized officers of the Borrower and
the Guarantor and satisfactory to the Administrative Agent shall have been provided to the Banks.


 


§10.1.2            Loan
Documents, Etc. Each of the Loan Documents (including any Notes requested by Banks hereunder) and other documents listed on the closing
agenda shall have been duly and properly authorized, executed and delivered by the respective parties thereto and shall be in full force
and effect in a form satisfactory to the Majority Banks.


 






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§10.1.3            Certified
Copies of Charter Documents. The Banks shall have received from the Borrower and the Guarantor, certified by a duly authorized officer
of such Person to be true and complete on the Closing Date, (a) its charter or other incorporation documents, (b) its by-laws
(or equivalent) and (c) good standing certificates and such foreign qualifications as may be reasonably requested by the Administrative
Agent (which, in the case of the Borrower and the Guarantor, shall be limited to domestic good standing certificates from such Person’s
jurisdiction of organization and foreign good standing certificates (or comparable certificates) for the State of Texas).


 


§10.1.4            Incumbency
Certificate. The Banks shall have received an incumbency certificate, dated as of the Closing Date, signed by duly authorized officers
of the Borrower and the Guarantor giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to
sign the Loan Documents on behalf of the Borrower and the Guarantor; (b) to submit Loan Notices; and (c) to give notices and
to take other action on the Borrower’s or the Guarantor’s behalf under the Loan Documents.


 


§10.1.5            Opinion
of Counsel. The Banks shall have received a favorable legal opinion from Stinson LLP addressed to the Banks, dated the Closing Date,
in form and substance satisfactory to the Administrative Agent.


 


§10.1.6            Satisfactory
Financial Condition. Other than as disclosed in the Disclosure Documents, no material adverse change shall have occurred in the financial
condition, results of operations, business, properties or prospects of the Borrower and its Subsidiaries, taken as a whole, since the
Balance Sheet Date.


 


§10.1.7            Payment
of Closing Fees. The Borrower shall have paid the agreed-upon closing fees to the Administrative Agent and Banks.


 


§10.1.8            Closing
Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, dated as of the Closing Date, stating that,
as of such date (a) the representations and warranties set forth herein and in the other Loan Documents are true and correct, and
(b) no Default or Event of Default has occurred and is continuing.


 


§10.1.9            USA
PATRIOT ACT/KYC Information.


 


(a)            Upon
the reasonable request of any Bank made at least ten days prior to the Closing Date, the Borrower shall have provided to such Bank, and
such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know
your customer” and anti-money-laundering rules and regulations, including, without limitation, the USA PATRIOT Act and the
Canadian AML Acts, in each case at least five days prior to the Closing Date.


 


(b)            At
least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership
Regulation it shall deliver, to each Bank that so requests, a Beneficial Ownership Certification in relation to the Borrower.


 


§10.1.10            Amendment
and Restatement of Revolving Credit Agreement. The Borrower shall have delivered to the Administrative Agent, reasonably satisfactory
evidence of the effective amendment and restatement of that certain Fifth Amended and Restated Revolving Credit Agreement dated as of
November 7, 2019, among the Borrower, the other borrowers party thereto, the Guarantor, Bank of America, N.A., as administrative
agent on behalf of the lenders party thereto, and the lenders party thereto.


 






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Without limiting the generality
of the provisions of the last paragraph of §15.2, for purposes of determining compliance with the conditions specified in
this §10, each Bank 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 Bank unless
the Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto.


 


§11.     CONDITIONS
TO THE LOANS. The obligations of the Banks to make or continue for an additional Interest Period in accordance with §2.4
the Loans at the time of and subsequent to the Closing Date is subject to the following conditions precedent:


 


§11.1.     Representations
True. The Borrower shall have certified to the Administrative Agent and the Banks that each of the representations and warranties
of the Borrower and the Guarantor (as applicable) contained in this Agreement or in any document or instrument delivered pursuant to
or in connection with this Agreement, other than the representation and warranty in §6.5 hereof, is true as of the date as
of which they were made and shall also be true at and as of the time of the making of the Loans with the same effect as if made at and
as of that time (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and changes
occurring in the ordinary course of business which either individually or in the aggregate do not result in a Material Adverse Effect,
and to the extent that such representations and warranties relate expressly and solely to an earlier date).


 


§11.2.     Performance;
No Event of Default. The Borrower shall have performed and complied with all terms and conditions herein required to be performed
or complied with by it prior to or at the time of the making of the Loans, and at the time of the making of the Loans there shall exist
no Default or Event of Default or condition which would result in a Default or an Event of Default upon consummation of the Loans. The
request for the Loans shall constitute certification by the Borrower that the condition specified in this §11.2 will be duly
satisfied on the date of the Loans.


 


§11.3.     Proceedings
and Documents. All proceedings in connection with the transactions contemplated by this Agreement shall have been taken and all documents
incident thereto shall have been delivered to the Banks as of the date of the making of any extension of credit in substance and in form
satisfactory to the Banks, including without limitation a Loan Notice and the Banks shall have received all information and such counterpart
originals or certified or other copies of such documents as the Banks may reasonably request.


 


§12.     EVENTS
OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT.


 


§12.1.     Events
of Default and Acceleration. If any of the following events (“Events of Default” or, if the giving of notice or
the lapse of time or both is required, then, prior to such notice and/or lapse of time, “Defaults”) shall occur:


 


(a)            if
the Borrower shall fail to pay any principal of the Loans when the same shall become due and payable, whether at the stated date of maturity
or any accelerated date of maturity or at any other date fixed for payment;


 


(b)            if
the Borrower shall fail to pay any interest or fees or other amounts owing hereunder (other than those specified in subsection (a) above)
within five (5) Business Days after the same shall become due and payable whether at the Maturity Date or any accelerated date of
maturity or at any other date fixed for payment;


 






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(c)            if
the Borrower shall fail to comply with any of the covenants contained in §§7.4, 7.5, 7.15, 7.16,
8 and 9 hereof;


 


(d)            if
the Borrower shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than
those specified in subsections (a), (b), and (c) above) and such failure shall not be remedied within 30 days after written notice
of such failure shall have been given to the Borrower by the Administrative Agent or any of the Banks;


 


(e)            if
any representation or warranty contained in this Agreement or in any document or instrument delivered pursuant to or in connection with
this Agreement shall prove to have been false in any material respect upon the date when made or repeated;


 


(f)            if
the Borrower or any of their Subsidiaries shall fail to pay when due, or within any applicable period of grace, any Indebtedness or obligations
under Swap Contracts in an aggregate amount greater than $200,000,000, or fail to observe or perform any material term, covenant or agreement
contained in any one or more agreements by which it is bound, evidencing or securing any Indebtedness or obligations under Swap Contracts
in an aggregate amount greater than $200,000,000 for such period of time as would permit, or would have permitted (assuming the giving
of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof
or terminate its commitment with respect thereto;


 


(g)            if
the Borrower, the Guarantor or any Significant Subsidiary makes an assignment for the benefit of creditors, makes a proposal to its creditors
or files notice of its intention to do so, institutes any other proceeding under applicable law seeking to adjudicate it a bankrupt or
an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium,
relief, stay of proceedings of creditors, composition of it or its debts or any other similar relief, or admits in writing its inability
to pay or generally fails to pay its debts as they mature or become due, or petitions or applies for the appointment of a trustee or
other custodian, liquidator or receiver of the Borrower, the Guarantor or any Significant Subsidiary, or of any substantial part of the
assets of the Borrower, the Guarantor or any Significant Subsidiary or commences any case or other proceeding relating to the Borrower,
the Guarantor or any Significant Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution
or liquidation or similar law of any jurisdiction, now or hereafter in effect, or takes any action to authorize or in furtherance of
any of the foregoing, or if any such petition or application is filed or any such case or other proceeding is commenced against the Borrower,
the Guarantor or any Significant Subsidiary or the Borrower, the Guarantor or any Significant Subsidiary indicates its approval thereof,
consent thereto or acquiescence therein;


 


(h)            if
a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or the Guarantor
or any Significant Subsidiary bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order
for relief is entered in respect of the Borrower or the Guarantor or any Significant Subsidiary in an involuntary case under federal
bankruptcy laws of any jurisdiction as now or hereafter constituted;


 






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(i)            if
there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty days, whether or not consecutive, any final
judgment against the Borrower or any Subsidiary which, with other outstanding final judgments against the Borrower or its Subsidiaries,
exceeds in the aggregate $200,000,000 after taking into account any undisputed insurance coverage;


 


(j)            Except
as could not reasonably be expected to have a Material Adverse Effect, (i) if, with respect to any Guaranteed Pension Plan, an ERISA
Reportable Event shall have occurred and the Banks shall have determined in their reasonable discretion that such event reasonably could
be expected to result in liability of the Borrower or any Subsidiary or (ii) any event, condition or circumstances, including any
failure by any Loan Party or any Subsidiary to perform its obligations under a Canadian Pension Plan in respect of all Canadian Pension
Plans;


 


(k)            if
any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or
with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding
to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower, the Guarantor, or any of their
respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make
a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal,
invalid or unenforceable in accordance with the terms thereof; or


 


(l)            if
any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall
have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under
said Act) of 30% or more of the outstanding shares of common voting stock of the Borrower; or during any period of twelve consecutive
calendar months, individuals who were directors of the Borrower on the first day of such period (together with any new directors whose
election by such board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the
directors still in office who were either directors at the beginning of such period or whose election or nomination for election was
previously so approved) shall cease to constitute a majority of the board of directors of the Borrower; or


 


then, and in any such event, so long as the same
may be continuing, the Administrative Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower,
declare all amounts owing with respect to this Agreement and the other Loan Documents to be, and they shall thereupon forthwith become,
immediately due and payable without presentment, demand, protest, notice of intent to accelerate, notice of acceleration to the extent
permitted by law or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event
of any Event of Default specified in §12.1(g) or 12.1(h) with respect to the Borrower or the Guarantor,
all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Administrative
Agent or any Bank.


 


§12.2.     [Reserved.]


 


§12.3.     Remedies.
In case any one or more of the Events of Default shall have occurred and be continuing, and whether or not the Banks shall have accelerated
the maturity of the Loans and other Obligations pursuant to §12.1, the Administrative Agent shall, at the request of, or
may, with the consent of, the Majority Banks, proceed to protect and enforce the respective rights of the Administrative Agent and the
Banks by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement
contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations to the Administrative Agent
or the Banks are evidenced, including, without limitation, as permitted by applicable law the obtaining of the ex parte appointment
of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any
legal or equitable right available to the Administrative Agent and the Banks, any recovery being subject to the terms of §12.4
and §29 hereof. No remedy herein conferred upon any Bank or the Administrative Agent or the holder of any Note is intended
to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law.


 






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§12.4.     Application
of Receipts. After the exercise of remedies provided for in §12.3 (or after the Loans have automatically become immediately
due and payable), any amounts received on account of the Obligations shall, subject to the provisions of §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 §3) 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 and interest) payable to the
Banks (including fees, charges and disbursements of counsel to the respective Banks and amounts payable under §3), 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 and interest on the Loans and other Obligations, ratably among the
Banks 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, ratably among the Banks in proportion to the respective
amounts described in this clause Fourth held by them; 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 applicable law.


 


§13.     SETOFF.
During the continuance of an Event of Default, any deposits or other sums credited by or due from any Bank to the Borrower and any securities
or other property of the Borrower in the possession of such Bank may be applied to or set off against the payment of the Obligations
and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising,
of the Borrower to the Banks or the Administrative Agent. Any amounts set off with respect to the Obligations shall, except to the extent
§2.17 applies, be distributed ratably in accordance with §29 among all of the Banks by the Bank setting off such
amounts. If any Bank fails to share such setoff ratably, the Administrative Agent shall have the right to withhold such Bank’s
share of the Borrower’s payments until each of the Banks shall have, in the aggregate, received a pro rata repayment.


 






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§14.     EXPENSES.
Whether or not the transactions contemplated herein shall be consummated, the Borrower hereby promises to reimburse the Administrative
Agent and the Lead Arrangers for all reasonable out-of-pocket fees and disbursements (including all reasonable attorneys’ fees)
incurred or expended in connection with the syndication, preparation, filing or recording, or interpretation of this Agreement, the other
Loan Documents, or any amendment, modification, approval, consent or waiver hereof or thereof. The Borrower further promises to reimburse
the Administrative Agent and the Banks for all reasonable out-of-pocket fees and disbursements (including all reasonable legal fees and
the allocable cost of in-house attorneys’ fees) incurred or expended in connection with the enforcement of any Obligations or the
satisfaction of any indebtedness of the Borrower hereunder or under any other Loan Document, or in connection with any litigation, proceeding
or dispute hereunder in any way related to the credit hereunder.


 


§15.     THE
AGENTS.


 


§15.1.     Authorization
and Action. Each Bank hereby irrevocably appoints Bank of America as Administrative Agent hereunder and authorizes Bank of America
to take such action as Administrative Agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative
Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly
provided for by this Agreement and the other Loan Documents, the Administrative Agent shall not be required to exercise any discretion
or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from
acting) upon the instructions of the Majority Banks (or, when expressly required hereby, all of the Banks), and such instructions shall
be binding upon all Banks; provided, however, that the Administrative Agent shall not be required to take any action which
exposes the Administrative Agent to personal liability or which is contrary to this Agreement or the other Loan Documents or applicable
law.


 


§15.2.     Exculpatory
Provisions. Neither the Administrative Agent nor any Lead Arranger, as applicable, shall have any duties or obligations except those
expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting
the generality of the foregoing, the Administrative Agent and each Lead Arranger, as applicable, and their affiliates, as well as their
and their affiliates’ shareholders, directors, employees, partners, agents, officers, subsidiaries and affiliates:


 


(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
Majority Banks (or such other number or percentage of the Banks 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 Bank in violation of any Debtor Relief Law;


 






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(c)            shall
not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Bank, any credit or other
information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the
Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, Lead Arranger
or any of their affiliates, as well as their and their affiliates’ shareholders, directors, employees, partners, agents, officers,
subsidiaries and affiliates in any capacity, except for notices, reports and other documents expressly required to be furnished to the
Banks by the Administrative Agent herein;


 


(d)            shall
not be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan
Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Banks (or such
other number or percentage of the Banks as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in §§15.9 and 24) or (ii) in the absence of its own gross negligence
or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative
Agent by the Borrower or a Bank; and


 


(e)            shall
not be responsible for or have any duty or obligation to any Bank or participant or any other Person to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents
of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence
of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition set forth in §§10 or 11
or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


§15.3.     Bank
of America and Affiliates. With respect to its Commitment, Bank of America shall have the same rights and powers under this Agreement
and under the other Loan Documents as any other Bank and may exercise the same as though it were not the Administrative Agent, and the
term “Bank” or “Banks” shall, unless otherwise expressly indicated, include Bank of America in its individual
capacity. Bank of America and its Bank Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally
engage in any kind of business with, the Borrower, the Guarantor, any of their Subsidiaries and any Person who may do business with or
own securities of the Borrower, the Guarantor, or any such Subsidiary, all as if Bank of America were not the Administrative Agent and
without any duty to account therefor to the Banks. 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.
To the extent any such rights or powers are delegated to a sub-agent, the Administrative Agent shall remain responsible for such sub-agent’s
performance or exercise of such duties, rights and powers; provided that the exculpatory provisions of this Agreement (including
the provisions in §15) shall apply to any such sub-agent.


 


§15.4.     Bank
Credit Decision. Each Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other
Bank and based on the financial statements referred to in §6.4 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Bank also acknowledges
that it will, independently and without reliance upon the Administrative Agent or any other Bank and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement
and the other Loan Documents.


 






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§15.5.     Indemnification.
The Banks agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective
amounts of their Commitments as most recently in effect at the time such indemnity is sought, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits and reasonable costs, expenses and disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of
this Agreement or the other Loan Documents or any action taken or omitted by the Administrative Agent under this Agreement or the other
Loan Documents; provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful
misconduct or from a material breach by the Administrative Agent of its obligations under this Agreement or under any other Loan Document,
as determined by a court of competent jurisdiction. Without limiting the foregoing, each Bank agrees to reimburse the Administrative
Agent promptly upon demand for its ratable share as aforesaid of any reasonable out of pocket expenses (including reasonable counsel
fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment
or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities
under, this Agreement and the other Loan Documents, to the extent that the Administrative Agent is not reimbursed for such expenses by
the Borrower.


 


§15.6.     Successor
Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Borrower
and may be removed at any time with or without cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks
shall have the right to appoint a successor Administrative Agent that, unless a Default or Event of Default shall have occurred and then
be continuing, is reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority
Banks, and shall have accepted such appointment, within 45 days after the retiring Administrative Agent’s giving of notice of resignation
or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the
Banks, appoint a successor Administrative Agent, which shall be a commercial bank, financial institution, trust company or similar entity
regularly engaged in the business of administering syndicated loans and which successor Administrative Agent shall be organized under
the laws of the United States of America or of any State thereof and have total assets of at least $1,000,000,000; provided that
if the Administrative Agent shall notify the Borrower and the Banks that no such qualifying Person has accepted such appointment, then
(x) such resignation shall nonetheless become effective in accordance with such notice and the retiring Administrative Agent shall
be discharged from its duties and obligations hereunder and under the other Loan Documents, and (y) the Borrower may appoint a successor
Administrative Agent to act until replaced by a successor Administrative Agent that is appointed by the Majority Banks (which successor
Administrative Agent appointed by the Borrower shall be a commercial bank, financial institution, trust company or similar entity regularly
engaged in the business of administering syndicated loans that is organized under the laws of the United States of America or of any
State thereof and have total assets of at least $1,000,000,000). Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations under this Agreement and the other Loan Documents (if not already discharged therefrom as provided above in this
Section). After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of
this §15 and §16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.


 


§15.7.     Lead
Arrangers, Etc. The parties identified on the cover hereof as Lead Arrangers and Joint Bookrunners, Documentation Agents and Co-Documentation
Agents shall have no obligations or liabilities under this Agreement and the other Loan Documents.


 






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§15.8.     Documents.
The Administrative Agent will forward to each Bank, promptly after receipt thereof, a copy of each notice or other document furnished
to the Administrative Agent for such Bank hereunder.


 


§15.9.     Action
by the Banks, Consents, Amendments, Waivers, Etc. (a)  No failure or delay by the Administrative Agent or any Bank in exercising
any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Administrative Agent and the Banks hereunder are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to
any departure by the Borrower or the Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph
(b) of this section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event
of Default, regardless of whether the Administrative Agent or any Bank may have had notice or knowledge of such Default or Event of Default
at the time.


 


(b)            Except
as otherwise provided in §2.6.1 hereof with respect to Schedule 2.6.1 and subject to §3.3, neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered
into by the Borrower and the Majority Banks, and delivered to the Administrative Agent, or by the Borrower and the Administrative Agent
with the consent of the Majority Banks; provided that no such agreement shall (i) increase the Commitment of any Bank without
the written consent of such Bank; (ii) reduce the principal amount of any Loan, or reduce the rate of interest on the Loans or reduce
any fees payable hereunder, without the written consent of each Bank affected thereby; (iii) postpone the date of any payment of
the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Bank affected thereby;
(iv) release the Borrower from its Obligations or the Guarantor from its Guaranteed Obligations hereunder without the written consent
of each Bank; (v) modify §29(a) without the written consent of each Bank; (vi) modify the definition of “Applicable
Percentage”; (vii) change §12.4 or any other provision hereof in a manner that would have the effect of altering
the ratable reduction of Commitments or the pro rata sharing of payments required thereby without the written consent of each Bank adversely
and directly affected thereby; or (viii) change any of the provisions of this §15.9 or any provision of this Agreement
requiring action by all the Banks, or the percentage of Banks constituting “Majority Banks”, without the written consent
of each Bank; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Notwithstanding anything to the contrary
herein, no Defaulting Bank 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 Banks or each affected Bank may be effected with the consent of the
applicable Banks other than Defaulting Banks), except that (x) the Commitment of any Defaulting Bank may not be increased or extended
or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal
amount of any of its Loans may not be forgiven, in each case, without the consent of such Defaulting Bank and (y) any waiver, amendment,
consent or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank more adversely
than other affected Banks shall require the consent of such Defaulting Bank. Notwithstanding any provision herein to the contrary, if
the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect
in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Administrative
Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical
error or other defect, and 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 Banks unless, prior to such time, Banks comprising the Majority Banks have delivered
to the Administrative Agent written notice that such Majority Banks object to such amendment.


 






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


 


§15.10.     Bank
ERISA Matters.


 


§15.10.1            Each
Bank (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date
such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative
Agent and each other Lead Arranger and their respective affiliates, and not, for the avoidance of doubt, to or for the benefit of the
Borrower or any other Loan Party, that at least one of the following is and will be true:


 


(a)            such
Bank 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 Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments or
this Agreement;


 


(b)            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 Bank’s entrance into, participation in, administration of and performance
of the Loans, the Commitments and this Agreement;


 


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


 


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


 






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§15.10.2            In
addition, unless either (1) sub-clause (a) in the immediately preceding §15.10.1 is true with respect to a Bank
or (2) a Bank has provided another representation, warranty and covenant in accordance with sub-clause (d) in the immediately
preceding §15.10.1, such Bank further (x) represents and warrants, as of the date such Person became a Bank party hereto,
to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank 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 Bank involved in such Bank’s entrance
into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with
the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related
hereto or thereto).


 


§15.11.     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 Bank, 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 Bank receiving a Rescindable Amount severally agrees to repay to the
Administrative Agent forthwith on demand the Rescindable Amount received by such Bank 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 Bank 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 Bank promptly upon determining that any payment made to such Bank comprised, in whole or in part, a Rescindable
Amount.


 


§16.     INDEMNIFICATION.
The Borrower agrees to indemnify and hold harmless the Banks, the Lead Arrangers and the Administrative Agent and their affiliates, as
well as their and their affiliates’ shareholders, directors, employees, partners, agents, officers, subsidiaries and affiliates,
from and against all damages, losses, settlement payments, obligations, liabilities, claims, suits, penalties, assessments, citations,
directives, demands, judgments, actions or causes of action, whether statutorily created or under the common law, and reasonable costs
and expenses incurred, suffered, sustained or required to be paid by an indemnified party by reason of or resulting from the transactions
contemplated hereby, except any of the foregoing which result from the gross negligence or willful misconduct of such indemnified party
or a material breach of the obligations of such indemnified party under this Agreement or under any other Loan Document, as determined
by a court of competent jurisdiction in a final and non-appealable judgment. In any investigation, enforcement matter, proceeding or
litigation, or the preparation therefor, the Banks, the Lead Arrangers and the Administrative Agent shall be entitled to select their
own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such
counsel (including the non-duplicative allocated cost of internal counsel), and settlement costs. In the event of the commencement of
any such proceeding or litigation against the Banks or Administrative Agent by third parties, the Borrower shall be entitled to participate
in such proceeding or litigation with counsel of their choice at their expense. In the case of an investigation, litigation or proceeding
to which the indemnity in this §16 applies, such indemnity shall be effective, subject to the limitations herein, whether
or not such investigation, litigation or proceeding is brought by the Borrower, the Borrower’s equity-holders, affiliates or creditors
or such an indemnified party, whether or not such indemnified party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated. The covenants of this §16 shall survive payment or satisfaction of payment of amounts
owing with respect to any Note or the Loans and satisfaction of all the Obligations hereunder and under the Loan Documents, IT BEING
THE INTENT OF THE PARTIES HERETO THAT ALL SUCH INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR ORDINARY SOLE, COMPARATIVE OR CONTRIBUTORY
NEGLIGENCE. WITHOUT LIMITATION OF THE FOREGOING, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY IN RESPECT OF ANY INDIRECT, CONSEQUENTIAL
OR PUNITIVE DAMAGES ASSERTED BY SUCH OTHER PARTY WITH RESPECT TO THE MATTERS CONTEMPLATED BY THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR ANY USE MADE OR TO BE MADE WITH THE PROCEEDS OF ANY LOAN HEREUNDER OR THEREUNDER (PROVIDED THAT THIS SENTENCE SHALL NOT LIMIT
THE BORROWER’S INDEMNITY TO THE EXTENT SUCH INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARE INCLUDED IN ANY THIRD PARTY CLAIM IN
CONNECTION WITH WHICH AN INDEMNITEE IS OTHERWISE ENTITLED TO INDEMNIFICATION HEREUNDER). Without limiting the provisions of §3.1.3,
this §16 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc., arising
from any non-Tax claim.


 






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§17.     [reserved.]


 


§18.     TREATMENT
OF CERTAIN CONFIDENTIAL INFORMATION.


 


§18.1.     Confidentiality.
Each of the Banks and the Administrative Agent agrees, on behalf of itself and each of its affiliates, directors, officers, employees
and representatives, to use reasonable precautions to keep confidential, in accordance with their customary procedures for handling confidential
information of the same nature and in accordance with safe and sound banking practices, any non-public information supplied to it by
the Borrower or any of its Subsidiaries pursuant to this Agreement that is identified by such Person as being confidential at the time
the same is delivered to the Banks or the Administrative Agent; provided that nothing herein shall limit the disclosure of any
such information (a) after such information shall have become public other than through a violation of this §18, or
becomes available to any of the Banks or the Administrative Agent on a non-confidential basis from a source other than the Borrower,
(b) to the extent required by statute, rule, regulation or judicial process, (c) to counsel, employees, advisors and/or agents
for any of the Banks or the Administrative Agent, (d) to bank examiners or any other regulatory authority having jurisdiction over
any Bank or any of its affiliates or the Administrative Agent or any self-regulatory body in which any of such Persons participates,
or to auditors or accountants, (e) to the Administrative Agent, any Bank or any Financial Affiliate, (f) in connection with
any litigation to which any one or more of the Banks, the Administrative Agent or any Financial Affiliate is a party, or in connection
with the enforcement of rights or remedies hereunder or under any other Loan Document, (g) to a Bank Affiliate of any Bank or the
Administrative Agent, (h) to any actual or prospective assignee or participant or any actual or prospective counterparty (or its
advisors) to any swap or derivative transactions referenced to credit or other risks or events arising under this Agreement or any other
Loan Document or to any credit insurance provider relating to the Borrower and its Obligations so long as such assignee, participant,
counterparty or credit insurance provider, as the case may be, agrees to be bound by a confidentiality agreement the provisions of which
shall be no less restrictive than §18.1, (i) to the extent such information is independently discovered or developed
by a party hereto without utilizing any information received from the Borrower or violating the terms of this §18.1, (j) on
a confidential basis to any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities hereunder
or (k) with the consent of the Borrower. In addition, the Administrative Agent and the Banks may disclose the existence of this
Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service
providers to the Administrative Agent and the Banks in connection with the administration of this Agreement and the other Loan Documents.


 


§18.2.     Prior
Notification. Unless specifically prohibited by applicable law or court order, each of the Banks and the Administrative Agent shall,
prior to disclosure thereof, notify the Borrower of any request for disclosure of any such non-public information by any governmental
agency or representative thereof (other than any such request in connection with an examination of the financial condition of such Bank
by such governmental agency) or pursuant to legal process.


 






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§18.3.     Other.
In no event shall any Bank or the Administrative Agent be obligated or required to return any materials furnished to it or any Financial
Affiliate by the Borrower or any of its Subsidiaries. The obligations of each Bank under this §18 shall supersede and replace
the obligations of such Bank under any confidentiality letter in respect of this financing signed and delivered by such Bank to the Borrower
prior to the date hereof and shall be binding upon any assignee of, or purchaser of any participation in, any interest in any of the
Loans from any Bank.


 


§19.     SURVIVAL
OF COVENANTS, ETC. Unless otherwise stated herein, all covenants, agreements, representations and warranties made
herein, in the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower or the Guarantor pursuant
hereto shall be deemed to have been relied upon by the Banks and the Administrative Agent, notwithstanding any investigation heretofore
or hereafter made by them, and shall survive the making by the Banks of the Loans, as herein contemplated, and shall continue in full
force and effect so long as any amount due under this Agreement or any Obligation remains outstanding and unpaid or any Bank has any
obligation to make any Loans hereunder. All statements contained in any certificate or other paper delivered by or on behalf of the Borrower
pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by the Borrower
hereunder.


 


§20.     ASSIGNMENT
AND PARTICIPATION. It is understood and agreed that each Bank shall have the right to assign at any time all or a portion
of its Applicable Percentage and interests in the risk relating to the Loans hereunder in an amount equal to or greater than (except
in the case of an assignment by a Bank to any other Bank or Bank Affiliate, or unless otherwise agreed to by the Borrower and the Administrative
Agent) $5,000,000, to additional banks, other financial institutions or Bank Affiliates (other than Defaulting Banks) with the prior
written approval (not to be unreasonably withheld or delayed) of the Administrative Agent and, so long as no Event of Default has occurred
and is continuing, the consent of the Borrower (provided that (i) the Borrower’s consent shall not be required in the
case of an assignment by a Bank to any other Bank, any Bank Affiliate of any Bank or any Approved Fund of any Bank and (ii) 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 notice thereof), which approvals shall not be unreasonably withheld or
delayed; provided that no approval shall be required by the Administrative Agent or the Borrower for any assignment by BNP Paribas
to either (A) Bank of the West or (B) BNP Paribas Fortis. Any Bank may at any time, and from time to time, assign to any branch,
lending office, or Bank Affiliate all or any part of its rights and obligations under the Loan Documents by notice to the Administrative
Agent and the Borrower. It is further agreed that each bank or other financial institution which executes and delivers to the Administrative
Agent and the Borrower hereunder an Assignment and Assumption substantially in the form of Exhibit D hereto, or such other
form approved by the Administrative Agent (an “Assignment and Assumption”) together with an assignment fee in the
amount of $3,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Assumption,
become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its
portion of the Loans shall be as set forth in such Assignment and Assumption; provided, that the Administrative Agent may, in
its sole discretion, elect to waive such assignment fee. The Bank assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights (except for indemnity rights arising
out of the period prior to such assignment) and be released from its obligations under this Agreement and the other Loan Documents; provided
that no assignment by a Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that
Bank’s having been a Defaulting Bank. In connection with any assignment of rights and obligations of any Defaulting Bank 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 sub-participations, 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 Bank, 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 Bank to the Administrative Agent or any Bank hereunder
(and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with
its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting
Bank 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 Bank for all purposes of this Agreement until such compliance occurs. Upon the execution
and delivery of such Assignment and Assumption (a) to the extent applicable, the Borrower shall issue Notes (and replacement Notes)
or the Administrative Agent shall make appropriate entries on the applicable loan account(s) to reflect such assignment of Loan(s);
and (b) this Agreement and Schedule 1 shall be deemed to be appropriately amended to reflect (i) the status of the bank,
financial institution or Bank Affiliate as a party hereto and (ii) the status and rights of the Banks hereunder. The Administrative
Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of
each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Applicable
Percentages of, and principal amounts (and stated interest) of the Loans owing to, each Bank 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 Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank
hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable
time and from time to time upon reasonable prior notice.


 






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Each Bank shall also have
the right to grant participations to one or more banks, other financial institutions or Bank Affiliates (other than Defaulting Banks)
in the Loans. The documents evidencing any such participation shall limit such participating bank’s, financial institution’s
or Bank Affiliate’s, voting rights with respect to this Agreement to the matters set forth in §15.9(b)(i) –
(v) and §15.9(b)(vi); and each such participant shall be entitled to the benefit of §3.4 hereof to
the extent of its participation, subject to the limitations set forth therein. Each Bank 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 Bank 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 §5f.103-1(c) of the United States Treasury Regulations.


 


Notwithstanding the foregoing,
no assignment or participation shall (a) be made to the Borrower or any of its affiliates, a Defaulting Bank or any of its Subsidiaries
or a natural person (including any holding company, investment vehicle or trust for, or owned and operated for the primary benefit of
a natural person) or (b) operate to increase the Commitments hereunder or otherwise alter the substantive terms of this Agreement.


 


Anything contained in this
 §20 to the contrary notwithstanding, any Bank may at any time pledge or assign a security interest in all or any portion of its
interest and rights under this Agreement (including all or any portion of its Notes) to secure obligations of such Bank, including any
pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release
such Bank from any of its obligations hereunder or under any of the other Loan Documents or substitute any such pledgee or assignee for
such Bank as a party hereto or thereto.


 






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The Borrower agrees that
in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained
by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided
that such assignees or participants or potential assignees or participants shall agree to be bound by §18 hereof.


 


§21.     PARTIES
IN INTEREST. All the terms of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit
of and be enforceable by the respective successors and assigns of the parties hereto and thereto; provided that neither the Borrower
nor the Guarantor shall assign or transfer its rights or obligations hereunder or thereunder without the prior written consent of each
of the Banks and the Administrative Agent.


 


§22.     NOTICES, ETC.


 


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


 


(i)            if
to the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified
for such Person on Schedule 22; and


 


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


 


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


 


(b)            Communications
may be delivered or furnished by electronic communication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant
to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Bank pursuant
to §2 if such Bank has notified the Administrative Agent that it is incapable of receiving notices under such Section by
electronic communication. The Administrative Agent or the Borrower may each, in its discretion, agree to accept Communications to it
hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be
limited to particular Communications. Unless the Administrative Agent otherwise prescribes, (i) Communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice
or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to
have been sent at the opening of business on the next business day for the recipient, and (ii) Communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.


 






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(c)            The
Borrower further agrees that (i) the Administrative Agent and/or the Lead Arrangers may make the Communications and/or information
provided by or on behalf of the Borrower hereunder available to the Banks by posting the Communications and such other information on
SyndTrak, Intralinks or a substantially similar electronic transmission system (the “Platform”) and (ii) certain
of the Banks (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 Communications
and such other information 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 such Communications and other information “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative
Agent, the Lead Arrangers and the Banks to treat such Communications and other information 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 Communications and other information subject to §18.1, they shall be treated as set
forth in §18.1); (y) all Communications and other information 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 Lead
Arrangers shall be entitled to treat any Communications and other information that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Side Information.” 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.


 


(d)            THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS
IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, 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 THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF
ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT
PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND ARISING OUT OF
THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS OR NOTICES THROUGH THE PLATFORM, ANY OTHER ELECTRONIC
PLATFORM OR ELECTRONIC MESSAGING SERVICE, OR THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND
IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS
NEGLIGENCE, WILLFUL MISCONDUCT OR MATERIAL BREACH; provided, however, that in no
event shall any Agent Party have any liability to THE Borrower, any Bank or any other Person for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).


 






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(e)            The
Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above
shall constitute effective delivery of the Communications to the Administrative Agent for purposes of this Agreement. Each Bank agrees
that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute
effective delivery of the Communications to such Bank for purposes of this Agreement. Each Bank agrees to notify the Administrative Agent
in writing (including by electronic communication) from time to time of such Bank’s e-mail address to which the foregoing notice
may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address.


 


(f)            Nothing
herein shall prejudice the right of the Administrative Agent or any Bank to give any notice or other communication pursuant to this Agreement
in any other manner specified herein.


 


§23.     MISCELLANEOUS.
The rights and remedies herein expressed are cumulative and not exclusive of any other rights which the Banks or the Administrative Agent
would otherwise have. The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions
hereof. This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument. In proving
this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement
is sought. This Agreement, to the extent signed and delivered by means of a facsimile machine or other electronic imaging means, shall
be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect
as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall
re-execute original forms thereof and deliver them to all other parties. No party hereto shall raise the use of a facsimile machine or
other electronic imaging means to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated
through the use of a facsimile machine or other electronic imaging means as a defense to the formation of a contract and each party forever
waives such defense. The words “execution,” “signed,” “signature,” and words of like import in any
Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 






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§24.     CONSENTS, ETC.
Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in this §24,
subject to the provisions of §15.9. No waiver shall extend to or affect any obligation not expressly waived or impair any
right consequent thereon. Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by
this Agreement to be given by the Banks may be given, and any term of this Agreement or of any other instrument related hereto or mentioned
herein may be amended, and the performance or observance by the Borrower or the Guarantor of any terms of this Agreement or such other
instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either
retroactively or prospectively) with, but only with, the written consent of the Borrower and the Majority Banks. To the extent permitted
by law, no course of dealing or delay or omission on the part of any of the Banks or the Administrative Agent in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantor shall
entitle the Borrower to other or further notice or demand in similar or other circumstances.


 


§25.     WAIVER
OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTES
OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.
EXCEPT AS PROHIBITED BY LAW, THE BORROWER AND THE GUARANTOR HEREBY WAIVE ANY RIGHT EITHER OF THEM MAY HAVE TO CLAIM OR RECOVER IN
ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN,
OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER AND THE GUARANTOR EACH (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY BANK, THE ADMINISTRATIVE AGENT OR ANY AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH BANK, THE ADMINISTRATIVE AGENT OR
SUCH AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE ADMINISTRATIVE
AGENT AND THE BANKS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BECAUSE OF, AMONG OTHER THINGS, THE BORROWER’S
AND THE GUARANTOR’S WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.


 


§26.     GOVERNING
LAW; SUBMISSION TO JURISDICTION.


 


THIS AGREEMENT AND EACH OF
THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW
 §5-1401, BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. THE BORROWER AND THE GUARANTOR CONSENT
AND AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF
THE STATE OF NEW YORK SITTING IN MANHATTAN OR THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE
COURT FROM ANY THEREOF (THE “SUBJECT COURTS”) AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND SERVICE
OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER IN ACCORDANCE WITH LAW AT THE ADDRESS SPECIFIED IN §22. THE BORROWER
AND THE GUARANTOR HEREBY WAIVE ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT
OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION 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.


 






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§27.     SEVERABILITY.
The provisions of this Agreement are severable and if any one clause or provision hereof shall be held invalid or unenforceable in whole
or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof,
in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision
of this Agreement in any jurisdiction. Without limiting the foregoing provisions of this §27, if and to the extent that the
enforceability of any provisions in this Agreement relating to Defaulting Banks shall be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws, as determined in good faith by the Administrative Agent then such provisions shall be deemed to be
in effect only to the extent not so limited.


 


§28.     GUARANTY.


 


§28.1.     Guaranty.
For value received and hereby acknowledged and as an inducement to the Banks to make the Loans available to the Borrower, the Guarantor
hereby unconditionally and irrevocably guarantees (a) the full punctual payment when due, whether at stated maturity, by acceleration
or otherwise, of all Obligations of the Borrower now or hereafter existing whether for principal, interest, fees, expenses or otherwise,
and (b) the strict performance and observance by the Borrower of all agreements, warranties and covenants applicable to the Borrower
in the Loan Documents and (c) the obligations of the Borrower under the Loan Documents (such Obligations collectively being hereafter
referred to as the “Guaranteed Obligations”).


 


§28.2.     Guaranty
Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof, regardless
of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Bank
or the Administrative Agent with respect thereto. The liability of the Guarantor under the guaranty granted under this Agreement with
regard to the Guaranteed Obligations shall be absolute and unconditional irrespective of:


 


(a)            any
change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other amendment
or waiver of or any consent to departure from this Agreement or any other Loan Document (with regard to such Guaranteed Obligations);


 


(b)            any
release or amendment or waiver of or consent to departure from any other guaranty for all or any of its Guaranteed Obligations;


 


(c)            any
change in ownership of the Borrower;


 


(d)            any
acceptance of any partial payment(s) from the Borrower or the Guarantor; or


 


(e)            any
other circumstance whatsoever which might otherwise constitute a defense available to, or a discharge of, a guarantor or surety or the
Borrower in respect of its Obligations under any Loan Document.


 


The guaranty under this Agreement
shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded
or must otherwise be returned by the Banks or the Administrative Agent upon the insolvency, bankruptcy or reorganization of the Borrower
or otherwise, all as though such payment had not been made.


 






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§28.3.     Effectiveness;
Enforcement. The guaranty under this Agreement shall be effective and shall be deemed to be made with respect to each Loan as of
the time it is made or extended. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law
or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the Borrower, and no defect
in or insufficiency or want of powers of the Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be
a defense to or claim against such guaranty. The guaranty under this Agreement is a continuing guaranty and shall (a) survive any
termination of this Agreement, and (b) remain in full force and effect until payment in full of, and performance of, all Guaranteed
Obligations and all other amounts payable under this Agreement. The guaranty under this Agreement is a guaranty of payment (and not of
collection) made for the benefit of the Administrative Agent and the Banks and their successors and assigns, and may be enforced from
time to time as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or the Banks first
to exercise any rights against the Borrower, or to resort to any other source or means of obtaining payment of any of the said obligations
or to elect any other remedy.


 


§28.4.     Waiver.
Except as otherwise specifically provided in any of the Loan Documents, the Guarantor hereby waives promptness, diligence, protest,
notice of protest, all suretyship defenses, notice of acceptance and any other notice with respect to any of its Guaranteed Obligations
and the guaranty under this Agreement and any requirement that the Banks or the Administrative Agent protect, secure, perfect any security
interest or Lien or any property subject thereto or exhaust any right or take any action against the Borrower or any other Person. The
Guarantor also irrevocably waives, to the fullest extent permitted by law, all defenses which at any time may be available to it in respect
of its Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter
in effect.


 


§28.5.     Expenses.
The Guarantor hereby promises to reimburse (a) the Administrative Agent for all reasonable out-of-pocket fees and disbursements
(including all reasonable attorneys’ fees), incurred or expended in connection with the preparation, filing or recording, or interpretation
of the guaranty under this Agreement, the other Loan Documents or any amendment, modification, approval, consent or waiver hereof or
thereof, and (b) the Administrative Agent and the Banks and their respective affiliates for all reasonable out-of-pocket fees and
disbursements (including reasonable attorneys’ fees), incurred or expended in connection with the enforcement of its Guaranteed
Obligations (whether or not legal proceedings are instituted). The Guarantor will pay any taxes (including any interest and penalties
in respect thereof) other than the Banks’ taxes based on overall income or profits, payable on or with respect to the transactions
contemplated by the guaranty under this Agreement, the Guarantor hereby agreeing jointly and severally to indemnify each Bank with respect
thereto.


 


§28.6.     Concerning
Joint and Several Liability of the Guarantor.


 


(a)            The
Guarantor hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability
with the Borrower, with respect to the payment and performance of all of its Guaranteed Obligations (including, without limitation, any
Guaranteed Obligations arising under this §28), it being the intention of the parties hereto that all such Guaranteed Obligations
shall be the joint and several Guaranteed Obligations of the Guarantor and the Borrower without preferences or distinction among them.


 


(b)            If
and to the extent that the Borrower shall fail to make any payment with respect to any of its Obligations as and when due or to perform
any of its Guaranteed Obligations in accordance with the terms thereof, then in each such event the Guarantor will make such payment
with respect to, or perform, such Guaranteed Obligation.


 






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(c)            The
Guaranteed Obligations of the Guarantor under the provisions of this §28 constitute full recourse obligations of the Guarantor
enforceable against the Guarantor to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability
of this Agreement or any other circumstance whatsoever.


 


(d)            Except
as otherwise expressly provided in this Agreement, the Guarantor hereby waives notice of acceptance of its joint and several liability,
notice of any Loans made under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or the Banks
under or in respect of any of the Guaranteed Obligations, and, generally, to the extent permitted by applicable law, all demands, notices
and other formalities of every kind in connection with this Agreement. The Guarantor hereby assents to, and waives notice of, any extension
or postponement of the time for the payment of any of the Guaranteed Obligations, the acceptance of any payment of any of the Guaranteed
Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative
Agent or the Banks at any time or times in respect of any Default or Event of Default by the Borrower or the Guarantor in the performance
or satisfaction of any term, covenant, condition or provision of this Agreement or any other Loan Document, any and all other indulgences
whatsoever by the Administrative Agent or the Banks in respect of any of the Guaranteed Obligations, and the taking, addition, substitution
or release, in whole or in part, at any time or times, of any security for any of the Guaranteed Obligations or the addition, substitution
or release, in whole or in part, of the Borrower or the Guarantor. Without limiting the generality of the foregoing, the Guarantor assents
to any other action or delay in acting or failure to act on the part of the Banks or the Administrative Agent with respect to the failure
by the Borrower or the Guarantor to comply with its respective Obligations or Guaranteed Obligations, including, without limitation,
any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations
thereunder, which might, but for the provisions of this §28, afford grounds for terminating, discharging or relieving the
Guarantor, in whole or in part, from any of the Guaranteed Obligations under this §28, it being the intention of the Guarantor
that, so long as any of the Guaranteed Obligations hereunder remain unsatisfied, the Guaranteed Obligations of the Guarantor under this
§28 shall not be discharged except by performance and then only to the extent of such performance. The Guaranteed Obligations
of the Guarantor under this §28 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement,
liquidation, reconstruction or similar proceeding with respect to the Borrower or the Guarantor or the Banks or the Administrative Agent.
The joint and several liability of the Guarantor hereunder shall continue in full force and effect notwithstanding any absorption, merger,
consolidation, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of the Borrower
or the Guarantor, the Banks or the Administrative Agent.


 


(e)            The
Guarantor shall be liable under this §28 only for the maximum amount of such liabilities that can be incurred under applicable
law without rendering this §28 voidable under applicable law relating to fraudulent conveyance and fraudulent transfer, and
not for any greater amount. Accordingly, if any obligation under any provision under this §28 shall be declared to be invalid
or unenforceable in any respect or to any extent, it is the stated intention and agreement of the Guarantor, the Administrative Agent
and the Banks that any balance of the obligation created by such provision and all other obligations of the Guarantor under this §28
to the Banks or the Administrative Agent shall remain valid and enforceable, and that all sums not in excess of those permitted under
applicable law shall remain fully collectible by the Banks and the Administrative Agent from the Borrower or the Guarantor, as the case
may be.


 






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(f)            The
provisions of this §28 are made for the benefit of the Administrative Agent and the Banks and their successors and assigns,
and may be enforced in good faith by them from time to time against the Guarantor as often as occasion therefor may arise and without
requirement on the part of the Administrative Agent or the Banks first to marshal any of their claims or to exercise any of their rights
against the Borrower or the Guarantor or to exhaust any remedies available to them against the Borrower or the Guarantor or to resort
to any other source or means of obtaining payment of any of the obligations hereunder or to elect any other remedy. The provisions of
this §28 shall remain in effect until all of the Guaranteed Obligations shall have been paid in full or otherwise fully satisfied
and the Commitments have expired. If at any time, any payment, or any part thereof, made in respect of any of the Guaranteed Obligations,
is rescinded or must otherwise be restored or returned by the Banks or the Administrative Agent upon the insolvency, bankruptcy or reorganization
of the Borrower or the Guarantor, or otherwise, the provisions of this §28 will forthwith be reinstated in effect, as though
such payment had not been made.


 


§28.7.     Waiver.
Until the final payment and performance in full of all of the Obligations, the Guarantor shall not exercise and the Guarantor hereby
waives any rights the Guarantor may have against the Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation,
reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition with the Administrative Agent or any
Bank in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; the Guarantor
will not claim any setoff, recoupment or counterclaim against the Borrower in respect of any liability of the Borrower to the Guarantor;
and the Guarantor waives any benefit of and any right to participate in any collateral security which may be held by the Administrative
Agent or any Bank.


 


§28.8.     Subrogation;
Subordination. The payment of any amounts due with respect to any indebtedness of the Borrower for money borrowed or credit received
now or hereafter owed to the Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. The Guarantor agrees
that, after the occurrence of any default in the payment or performance of any of the Obligations, the Guarantor will not demand, sue
for or otherwise attempt to collect any such indebtedness of the Borrower to the Guarantor until all of the Obligations shall have been
paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect
of such indebtedness while any Obligations are still outstanding, such amounts shall be collected, enforced and received by the Guarantor
as trustee for the Banks and the Administrative Agent and be paid over to the Administrative Agent at Default, for the benefit of the
Banks and the Administrative Agent on account of the Obligations without affecting in any manner the liability of the Guarantor under
the other provisions hereof.


 


§28.9.     Consent
and Confirmation. The Guarantor hereby (i) consents, acknowledges and agrees to the amendment and restatement of the Existing
Credit Agreement provided hereby and set forth herein, (ii) confirms and ratifies in all respects this Agreement and the enforceability
of this Agreement in accordance with its terms, and (iii) confirms and agrees that the Guarantor’s payment and performance
obligations under this Agreement, and the Guaranteed Obligations, do and shall continue as to and include all Obligations upon and after
the effectiveness of this Agreement and the amendment and restatement of the Existing Credit Agreement contemplated hereby.


 


§29.     PRO
RATA TREATMENT.


 


(a)            Notwithstanding
anything to the contrary set forth herein, each payment or prepayment of principal and interest received hereunder shall be distributed
pro rata among the Banks, in accordance with the aggregate outstanding principal amount of the Obligations owing to each Bank
divided by the aggregate outstanding principal amount of all Obligations.


 






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(b)            Each
Bank agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower (pursuant
to §13 or otherwise), including a secured claim under Section 506 of the Bankruptcy Code or any other Debtor Relief
Law or other security or interest arising from or in lieu of, such secured claim, received by such Bank under any applicable bankruptcy,
insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of the Notes, Loans and other Obligations
held by it (other than pursuant to §3.4) as a result of which the unpaid principal portion of the Notes and the Obligations
held by it shall be proportionately less than the unpaid principal portion of the Notes and the Obligations held by any other Bank, it
shall be deemed to have simultaneously purchased from such other Bank a participation in the Notes and the Obligations held by such other
Bank, so that the aggregate unpaid principal amount of the Notes and the Obligations and participations in Notes and Obligations held
by each Bank shall be in the same proportion to the aggregate unpaid principal amount of the Notes and the Obligations then outstanding
as the principal amount of the Notes and the Obligations held by it prior to such exercise of banker’s lien, setoff or counterclaim
was to the principal amount of all Notes and Obligations outstanding prior to such exercise of banker’s lien, setoff or counterclaim;
provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this §29 and
the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent
of such recovery and the purchase price or prices or adjustments restored 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 Bank), or (y) any payment
obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant,
other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). The
Borrower expressly consents to the foregoing arrangements and agrees that any Person holding such a participation in the Obligations
deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and
all moneys owing by the Borrower to such Person as fully as if such Person had made a Loan directly to the Borrower in the amount of
such participation.


 


§30.     FINAL
AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN 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
BETWEEN THE PARTIES.


 


§31.     USA
PATRIOT Act. Each Bank hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required
to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower,
information concerning its direct and indirect holders of equity interests and other Persons exercising control over it, and other information
that will allow such Bank to identify the Borrower in accordance with the USA PATRIOT Act. The Borrower and each of its Subsidiaries
shall provide such information and take such actions as are reasonably requested by the Administrative Agent or any Bank in order to
assist the Administrative Agent and the Banks in maintaining compliance with the USA PATRIOT Act.


 






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§32.     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), each of the Borrower and the Guarantor
acknowledges and agrees, and acknowledges its affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent, the Banks and the Lead Arrangers are arm’s-length commercial transactions
between the Borrower, the Guarantor and their respective affiliates, on the one hand, and the Administrative Agent, the Banks and the
other Lead Arrangers, on the other hand, (B) each of the Borrower and the Guarantor has consulted its own legal, accounting, regulatory
and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and the Guarantor 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, each Bank and each Lead Arranger each 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,
the Guarantor or any of their respective affiliates, or any other Person and (B) neither the Administrative Agent nor any Bank nor
any Lead Arranger has any obligation to the Borrower, the Guarantor or any of their respective 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 Banks and the Lead Arrangers and their respective affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Borrower, the Guarantor and their respective affiliates, and neither the Administrative Agent
nor any Bank nor any Lead Arranger has any obligation to disclose any of such interests to the Borrower, the Guarantor or any of their
respective affiliates. To the fullest extent permitted by law, each of the Borrower and the Guarantor hereby waives and releases any
claims that it may have against the Administrative Agent, the Banks and the other Lead Arrangers with respect to any breach or alleged
breach of any agency or fiduciary duty to the Borrower, the Guarantor or any of their respective affiliates in connection with any aspect
of any transaction contemplated hereby.


 


§33.     Payments
set aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Bank,
or the Administrative Agent or any Bank 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 or such Bank in its discretion) to be repaid to a trustee, receiver or any other party, in connection
with any proceeding under any bankruptcy, insolvency or similar 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 Bank 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 Banks 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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§34.     ELECTRONIC
EXECUTION; Electronic Records; counterparts. 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 each Bank 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, without limitation, 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 Banks 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. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent is under any obligation
to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved
by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic
Signature, the Administrative Agent and each of the Bank shall be entitled to rely on any such Electronic Signature purportedly given
by or on behalf of any Loan Party and/or any Bank without further verification and (b) upon the request of the Administrative Agent
or any Bank, any Electronic Signature shall be promptly followed by such manually executed counterpart.The Administrative Agent shall
not 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 reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative
Agent 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). Each of the Loan Parties and each Bank hereby waives (i) any argument, defense or right to contest
the legal effect, validity or enforceability of this Agreement, any other Loan Document based solely on the lack of paper original copies
of this Agreement, such other Loan Document, and (ii) waives any claim against the Administrative Agent, each Bank for any liabilities
arising solely from the Administrative Agent’s and/or any Bank’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.


 


§35.     Acknowledgement
and Consent to Bail-In of AFFECTED Financial Institutions. Solely to the extent any Bank that is an Affected Financial
Institution is a party to this Agreement and 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 Bank 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:


 


§35.1.     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 Bank that is an Affected Financial Institution; and§35.2.     the
effects of any Bail-in Action on any such liability, including, if applicable:


 


§35.2.1            a
reduction in full or in part or cancellation of any such liability;


 


§35.2.2            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


 






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§35.2.3            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.


 


§36.            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 Bank 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 Bank 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.


 


§37.            [RESERVED.]


 


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


 


§38.1.            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 Bank shall in no event affect the rights of any Covered
Party with respect to a Supported QFC or any QFC Credit Support.


 


§38.2.            As
used in this §38, 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.


 






    	 	- 75 -	 



     


    

 


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


 


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


 


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


 


[Remainder of page is intentionally left blank;
signature pages follow]


 






    	 	- 76 -	 



     


    

 


IN WITNESS WHEREOF,
the undersigned have duly executed this Agreement as of the date first set forth above.


 


	 	THE BORROWER
    AND GUARANTOR:
	 	 
	 	WASTE MANAGEMENT, INC.
	 	 
	 	By: 	/s/ David L.
    Reed
	 	Name: David
    L. Reed
	 	Title: Vice
    President and Treasurer
	 	 
	 	WASTE MANAGEMENT
    HOLDINGS, INC.
	 	 
	 	By: 	/s/ David L. Reed
	 	Name: David
    L. Reed
	 	Title: Vice
    President and Treasurer
	 	 



 


Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 






    	 		 



     


    

 


	 	THE ADMINISTRATIVE
    AGENT:
	 	 
	 	BANK OF AMERICA, N.A., as Administrative
    Agent
	 	 
	 	By:	/s/ Melissa Mullis
	 	Name: Melissa
    Mullis
	 	Title: Assistant
    Vice President
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 






    	 		 



     


    

 


	 	THE BANKS:
	 	 
	 	BANK OF AMERICA, N.A., as a Bank
	 	 
	 	By: 	/s/ Michael Contreras
	 	Name: Michael
    Contreras
	 	Title: Director
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 






    	 		 



     


    

 


	 	MIZUHO BANK, LTD., as a Bank
	 	 
	 	By:	/s/ Raymond Ventura
	 	Name: Raymond
    Ventura
	 	Title: Managing
    Director
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page






    	 		 



     


    

 


	 	THE BANK OF NOVA SCOTIA, as a Bank
	 	 
	 	By: 	/s/ Frans Braniotis
	 	Name: Frans
    Braniotis
	 	Title: Managing
    Director
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 






    	 		 



     


    

 


	 	PNC BANK,
    NATIONAL ASSOCIATION, as a Bank
	 	 
	 	By:	/s/ Arthur K. Brown III
	 	Name: Arthur
    K. Brown III
	 	Title: Assistant
    Vice President
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 






    	 		 



     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    as a Bank
	 	 
	 	By: 	/s/ Kara Treiber
	 	Name: Kara
    Treiber
	 	Title: Director
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page






    	 		 



     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
    as a Bank
	 	 
	 	By: 	/s/ Steven L. Sawyer
	 	Name: Steven
    L. Sawyer
	 	Title: Senior
    Vice President
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 






    	 		 



     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION,
    as a Bank
	 	 
	 	By:	/s/ Rosa Pritsch
	 	Name: Rosa
    Pritsch
	 	Title: Director
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 






    	 		 



     


    

 


	 	BNP PARIBAS, as a Bank
	 	 
	 	By: 	/s/ Kirk Hoffman
	 	Name: Kirk
    Hoffman
	 	Title: Managing
    Director
	 	 
	 	By: 	/s/ Andrew Strait
	 	Name: Andrew
    Strait
	 	Title: Managing
    Director
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page






    	 		 



     


    

 


	 	TRUIST BANK, as a Bank
	 	 
	 	By:	/s/ William P. Rutkowski
	 	Name: William
    P. Rutkowski
	 	Title: Director
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 






    	 		 



     


    

 


	 	ROYAL BANK OF CANADA, as a Bank
	 	 
	 	By: 	/s/ Raja Khanna
	 	Name: Raja
    Khanna
	 	Title: Authorized
    Signatory
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 






    	 		 



     


    

 


	 	BANK OF CHINA, NEW YORK BRANCH,
    as a Bank
	 	 
	 	By:	/s/ Min Zhu
	 	Name: Min Zhu
	 	Title: Executive
    Vice President
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 






    	 		 



     


    

 


	 	FIRST INDEPENDENCE BANK, as a Bank
	 	 
	 	By: 	/s/ Kevin M. Sweeney
	 	Name: Kevin
    M. Sweeney
	 	Title: Vice
    President
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 






    	 		 



     


    

 


	 	FWBANK, an Illinois banking institution,
    as a Bank
	 	 
	 	By: 	/s/ Daniel T. Konwent
	 	Name: Daniel
    T. Konwent
	 	Title: Chief
    Credit Officer
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 






    	 		 



     


    

 


	 	UNITY NATIONAL BANK OF HOUSTON,
    as a Bank
	 	 
	 	By: 	/s/ Tricia Atchison
	 	Name: Tricia
    Atchison
	 	Title: CCRO
	 	 
	 	By:	 N/A
	 	Name:
	 	Title:
	 	 



Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 






    	 		 



     


    

 


	 	TEXAS NATIONAL
    BANK, as a Bank
	 	 
	 	By: 	/s/ Michael J. Williamson
	 	Name: Michael
    J. Williamson
	 	Title: Executive
    Vice President


 


Waste Management, Inc.


Term Loan Credit Agreement


Signature Page


 



    	 		 



     


    

 





 


EXHIBIT A


 


FORM OF LOAN NOTICE


 


Date: ___________, _____[1]


 


To:            Bank of America,
N.A., as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is made to that
certain Term Loan Credit Agreement, dated as of May 27, 2022 (as amended, modified, supplemented, restated and in effect from time
to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Waste Management, Inc.,
a Delaware corporation (the “Borrower”), Waste Management Holdings, Inc., a wholly owned Subsidiary of the Borrower,
as Guarantor, the Banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent.


 


The Borrower hereby requests
(select one):


 


	
    Indicate: 

Borrowing

    or Conversion

 or

 Continuation

 and Date
	Indicate: Requested Amount	
    Indicate:

    [Base Rate Loan

 or Term SOFR

 Loan]
	
    For Term SOFR 

Loans

    Indicate:

    Interest Period (e.g. 1

 or 3 month interest
    

period)

		   	  	
	   		   	
	  			


 


The Committed Borrowing, if
any, requested herein complies with the provisos to the first sentence of §2.1 of the Agreement.


 





 






1            Note
to Borrower. All requests submitted under a single Loan Notice must be effective on the same date. If multiple effective dates are
needed, multiple Loan Notices will need to be prepared and signed.


 



    	 		 



     


    





 


	 	WASTE MANAGEMENT, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 






     


     


    

 


EXHIBIT B


 


[Reserved]


 






     


     


    

 


EXHIBIT C


 


FORM OF COMPLIANCE CERTIFICATE


 





 


 ̈
Check for distribution to PUBLIC and Private side Lenders2


 


Compliance Certificate dated ________


 


I, _______________, [Chief
Financial Officer] [Chief Accounting Officer] [Corporate Treasurer] of WASTE MANAGEMENT, INC. (the “Borrower”)
certify that (i) no Default or Event of Default exists, (ii) the Borrowers and their Subsidiaries are in compliance with §§7,
8 and 9 of the Term Loan Credit Agreement dated as of May 27, 2022 (as amended, modified, supplemented, restated and
in effect from time to time, the “Credit Agreement”) and (iii) the calculation of the debt restrictions in §8.1
of the Credit Agreement attached hereto as Schedule 1 is true, correct and complete [as of the end of the quarter ended ________].
Computations to evidence compliance with §9 of the Credit Agreement are detailed below. Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Credit Agreement.


 





	 	WASTE MANAGEMENT, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	§9Leverage Ratio	 	 
	
    Consolidated Net Income (or Deficit)

    Plus (without duplication):

    interest expense

    equity in losses (earnings) of unconsolidated entities

    income tax expense

    non-cash write-downs or write-offs of assets

    losses attributable to the extinguishment

    of Indebtedness

    Minus non-cash extraordinary gains on the
    sale of assets
	 	
    $___________(i)

     

    $___________(ii)

    $___________(iii)

    $___________(iv)

    $___________(v)

     

    $___________(vi)

    $___________(vii)

	 	 	 
	EBIT (sum of (i) through (vi) minus (vii))	 	$___________(a)
	 	 	 
	
    Consolidated Net Income of Acquired Businesses

    Plus
    (without duplication):

    interest expense

    equity in losses (earnings) of unconsolidated entities

    income tax expense

    non-cash writedowns or write-offs of assets

    losses attributable to the extinguishment of
Indebtedness

    Minus non-cash extraordinary gains on the
    sale of assets
	 	
    $___________(i)

     

    $___________(ii)

    $___________(iii)

    $___________(iv)

    $___________(v)

    $___________(vi)

     

    $___________(vii)




 





 






		2	If this is not checked, this certificate
will only be posted to Private side Lenders.



 






     


     


    

 


	EBIT of Acquired Businesses (sum of (i) through (vi) minus (vii))	 	$___________(b)
	 	 	 
	Sum of (a) plus (b)	 	$___________(c)
	 	 	 
	Plus:	 	 
	Depreciation expense	 	$___________(i)
	Amortization expense	 	$___________(ii)
	 	 	 
	EBITDA (sum of (c), (i) and (ii))	 	$___________(d)
	 	 	 
	 	 	 
	The sum of the following (calculated on a consolidated basis for the Borrower and its Subsidiaries):	 	 
	Indebtedness for borrowed money	 	$___________(i)
	Obligations for deferred purchase price of property or services (other than trade payables)	 	
    

    $___________(ii)

	Obligations evidenced by debt instruments	 	$___________(iii)
	Obligations under conditional sales	 	$___________(iv)
	Obligations, liabilities and indebtedness under Capitalized Leases	 	
    $___________(v)

	Obligations, liabilities and indebtedness under bonding arrangements (to the extent that a surety has been called upon to make payment on a bond)	 	
     

    $___________(vi)

	Guaranties of the Indebtedness of others	 	$___________(vii)
	Indebtedness secured by liens or encumbrances on property	 	$___________(viii)
	Non-contingent reimbursement obligations with respect to letters of credit	 	$___________(ix)
	 	 	 
	Total Debt (sum of (i) through (ix))	 	$___________(e)
	 	 	 
	Ratio of (e) to (d)	 	________:________
	 	 	 
	
    Maximum permitted:3
	 	
    3.75 : 1.00



 





 






3 If an Acquisition permitted under
the Credit Agreement involving aggregate consideration in excess of $200,000,000 occurs during a fiscal quarter, the Borrower shall have
the right to increase the maximum permitted Leverage Ratio required to be maintained under §9 of the Credit Agreement to 4.25:1.00
during an Elevated Leverage Ratio Period so long as there is at least one fiscal quarter end after the end of each Elevated Ratio Leverage
Period at which the Leverage Ratio is less than or equal to 3.75:1.00; provided that there shall be no more than two Elevated Leverage
Ratio Periods during the term of the Credit Agreement.


 






     


     


    

 


Schedule 1


 


[To be attached]


 






     


     


    


 


EXHIBIT D


 


FORM OF ASSIGNMENT AND ASSUMPTION


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between
[the][each]4 Assignor identified in item
1 below ([the][each, an] “Assignor”) and [the][each]5
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]6
hereunder are several and not joint.]7 Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption
as if set forth herein in full.


 


For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby
irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all
of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Bank][their respective capacities
as Banks] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the
percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified below
and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of
[the Assignor (in its capacity as a Bank)][the respective Assignors (in their respective capacities as Banks)] against any Person, whether
known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any]
Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).
Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by [the][any] Assignor.


 


		1.	Assignor[s]:	______________________________






[Assignor [is][is not] a Defaulting Bank]


 





 






4
For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is
from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed
language.


 


5
For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee,
choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.


 


6
Select as appropriate.


 


7
Include bracketed language if there are either multiple Assignors or multiple Assignees.


 






     


     


    

 


		2.	Assignee[s]:	______________________________






[for each Assignee, indicate [Bank Affiliate][Approved
Fund] of [identify Bank]]


 


		3.	Borrower:	Waste Management, Inc.



 


		4.	Administrative Agent:	Bank of America, N.A., as the administrative agent under the Credit Agreement



 


		5.	Credit Agreement:	Term Loan Credit Agreement, dated as of May 27,2022, among Waste Management, Inc. (the “Borrower”), Waste
Management Holdings, Inc., as Guarantor, the Banks from time to time party thereto, and Bank of America, N.A., as Administrative
Agent



 


		6.	Assigned Interest[s]:



 


	 	 
 
 
Assignor[s]8
	 	 	 	 
 
 
Assignee[s]9
	 	 	 	 
 
Facility
 Assigned10
	 	 	Aggregate

 Amount of Loans

 for all Banks

 under such Facility11	 	Amount of 
Loans 
Assigned under

 such Facility	 	Percentage
 Assigned of
 Loans under such Facility12
	 	CUSIP

 Number
	 	 	 	 	 	 	 	 	 	 	 	 	$	 	$	 		%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


		[7.	Trade Date:    	__________________]13



 


Effective Date: __________________, 20__ [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The terms set forth in this Assignment and Assumption
are hereby agreed to:


 




	 	ASSIGNOR[S]14
	 	[NAME OF ASSIGNOR]
	 	 
	 	By: 	
	 	 	Title:
	 	 	 
		[NAME OF ASSIGNOR]
	 	 
	 	By: 	
	 	 	Title:
	 	 




 





 



 


8
List each Assignor, as appropriate.


 


9
List each Assignee and, if available, its market entity identifier, as appropriate.


 


10
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment.


 


11
Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any
payments or prepayments made between the Trade Date and the Effective Date.


 


12
Set forth, to at least 9 decimals, as a percentage of the Loans of all Banks thereunder.


 


13
To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade
Date.


 


14
Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


 






     


     


    

 




	 	ASSIGNEE[S]15
	 	[NAME OF ASSIGNEE]
	 	 
	 	By: 	
	 	 	Title:
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	
	 	 	Title: 



 


[Consented to and]16
Accepted:


 


BANK OF AMERICA, N.A., as Administrative Agent


 


		By:		



 


Title:


 


[Consented to:]17


 


[Waste Management, Inc.


 


		By:	 	 






Title:]


 





 



 


15 Add additional signature blocks as needed. Include both
Fund/Pension Plan and manager making the trade (if applicable).


 


16 To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.


 


17 To be added only if the consent of the Borrower and/or
other parties is required by the terms of the Credit Agreement.


 






     


     


    

 


ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


 


Term Loan Credit Agreement, dated as of May 27,
2022, among Waste Management, Inc., as Borrower, Waste Management Holdings, Inc., as Guarantor, the Banks from time to time
party thereto, and Bank of America, N.A., as Administrative Agent


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.                Representations
and Warranties.


 


1.1.              Assignor[s].
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned
Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has
full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate
the transactions contemplated hereby and (iv) it is [not] a Defaulting Bank; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents [or any collateral
thereunder], (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any
other Person of any of their respective obligations under any Loan Document.


 


1.2.              Assignee.
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Bank under
the Credit Agreement, (ii) it meets all the requirements to be an assignee under §20 of the Credit Agreement (subject
to such consents, if any, as may be required under §20 of the Credit Agreement), (iii) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Bank thereunder and, to the extent of [the][the relevant] Assigned Interest,
shall have the obligations of a Bank thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type
represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such]
Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received
or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to §7.4
thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without
reliance upon the Administrative Agent or any other Bank and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if
it is a Foreign Bank, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement,
duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon
the Administrative Agent, [the][any] Assignor or any other Bank, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will
perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by
it as a Bank.


 






     


     


    

 


2.                Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including
payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding
the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding
the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after
the Effective Date to [the][the relevant] Assignee.


 


3.                General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute
one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by,
and construed in accordance with, the law of the State of New York.


 






     


     


    

 


EXHIBIT E


 


Form of
Administrative Questionnaire


 


See attached.


 






     


     


    

 


 


		




 


LSTA/LMA Standard
Administrative Details Form


  


	The Loan
    Market Association ("LMA") and Loan Syndications & Trading Association ("LSTA") consent to the use and
    reproduction of this document for the preparation and documentation of agreements relating to transactions or potential transactions
    in the loan markets. 

     

    © Loan
    Market Association, Loan Syndications & Trading Association. All rights reserved.

     



 


LSTA/LMA Standard
Administrative Details Form


 


LSTA and LMA, Effective May 31, 2018 


 






     


     


    

 



	
	
BORROWER DETAILS
Borrower Name Waste Management, Inc. - Term


ENTITY DETAILS
Name Lender’s name as it appears on tax/registration documentation. MEI Markit Entity ID
GIIN FATCA Global Intermediary Identification
Number (Optional) CRN UK Company Registration
Number (Optional) LEI Legal Entity ID (Optional)
Entity Type Type of lender. If lender/entity type does not appear in list, you may provide your own value.
Address (of Lending Office):
Registered address of lending office, including country of domicile.

Signature Block:
Signature Block as it would appear on settlement
documentation. E.g. (for separately managed account):
ABC Fund
by 123 Asset Management as Advisor
Fund Manager Name of fund/asset manager, as would be referenced in the sig. block. MEI Markit Entity ID
Lender Parent  Name of legal parent if different from lender entity. (Optional)  MEI Markit Entity ID


NOTICE/SERVICING MESSAGE DELIVERY INSTRUCTIONS
Firm Name of Company Fax Fax Number Email Email Address Email Pfd.
Firm Name of Company Fax Fax Number Email Email Address Email Pfd.


STANDARD SETTLEMENT INSTRUCTIONS / WIRING INSTRUCTIONS
Currency Applicable Currency.
Account With Institution  Name of Beneficiary’s Bank (usually custodian/trustee)
SWIFT BIC 8/11-Character BIC of Beneficiary’s Bank  ABA # Routing # or UK Sort Code of Beneficiary’s
Bank (optional)
Beneficiary Customer Name of Ultimate Beneficiary (Lender)
Beneficiary Account # Account # of Ult. Beneficiary IBAN IBAN of Ultimate Beneficiary (opt)
Payment Reference
(Remittance Info)
Use Standard Wire Reference Format*:
[Borrower Name]
[Facility Name/Abbr.] [Facility/Deal CUSIP/ISIN]
[Payment Purpose(s)] [Transaction Reference ID]
Special Instructions

Template above can be used for wire instructions where receiving bank is custodian/trustee, and lender has dedicated account. Additional templates
provided at Appendix A.

SERVICE PROVIDERS & THIRD-PARTY DATA ACCESS
 Doc.
Delivery
Recon &
Inventory
Role Custodian/Trustee Name  Name of Company MEI Markit Entity ID ☐ ☐
Role Relationship to lender. Name  Name of Company MEI Markit Entity ID ☐ ☐

  





	
	

OPERATIONS CONTACTS (INQUIRIES ONLY)
Name Name of group or individual. Select group or
Individual Firm Firm with which contact is affiliated.
Address: Registered address of contact’s office (if different than the lender’s office), including country of domicile.


Phone   Fax  Email
 ☐ Settlements ☐ Servicing ☐ SSI Verification ☐ KYC Pfd. Contact Method Preferred contact method for inquiries.

Copy and paste section above to add any additional contacts. It is recommended that at least one of the contacts be a group.

OPERATIONS CLOSER CONTACTS
Name Name of group or individual. Select group or
Individual Firm Firm with which contact is affiliated.
Address: Registered address of contact’s office (if different than the lender’s office), including country of domicile.


Phone   Fax  Email
 ☐ Settlements ☐ Servicing ☐ SSI Verification ☐ KYC Pfd. Contact Method Preferred contact method for inquiries.

Copy and paste section above to add any additional contacts. It is recommended that at least one of the contacts be a group.


CREDIT CONTACTS (LEGAL DOCUMENTATION, AMENDMENTS & WAIVERS)
Name Name of group or individual. Select group or
Individual Firm Firm with which contact is affiliated.
Address: Registered address of contact’s office (if different than the lender’s office), including country of domicile.


Phone   Fax  Email
 ☐ Data Room Access  Pfd. Contact Method Preferred contact method for inquiries.

Copy and paste section above to add any additional contacts. It is recommended that at least one of the contacts be a group. 





	
	
LETTER OF CREDIT CONTACTS
Name Name of group or individual. Select group or
Individual Firm Firm with which contact is affliated.
Address: Registered address of contact’s office (if different than the lender’s office), including country of domicile.


Phone  Phone Number (opt. for groups) Fax Fax Number Email Email Address
 Pfd. Contact Method Preferred contact method for inquiries.

Copy and paste section above to add any additional contacts. It is recommended that at least one of the contacts be a group.

ADDITIONAL ENTITY DETAILS & KYC INFORMATION
Country of
Incorporation Country of Incorporation of lender Country of Tax
Residence Country of Residence of lender for tax purposes
EIN US Employee ID Number UK Treaty Passport # UK Treaty Passport #
US Tax Form Type of tax form used/attached  UK Treaty Passport
Expiry Date UK Treaty Passport Expiry Date
Entity
Referenced As Primary Entity



CURRENCIES AND JURISDICTIONS FOR MULTICURRENCY TRANSACTIONS INFORMATION

PLEASE CHECK BOX OF THE CURRENCIES YOUR INSTITUTION CAN FUND UNDER THIS TRANSACTION:





PLEASE CHECK BOX IF YOUR INSTITUTION IS LICENSED TO FUND TO BORROWERS LOCATED IN THE FOLLOWING
COUNTRIES:




 





	
	
Appendix A: Additional Wire Instruction Templates and Bank of America USD / FX Wire Instructions:
Template below can be used for wire instructions where recipient is intermediary bank with nostro account for custodian and the Lender does not have
a dedicated account. Lender may copy and paste the template below as many times as necessary to capture various currency remittance instructions.
Currency Applicable Currency.
Correspondent Bank Name of Receiver’s Correspondent Bank (SWIFT 54a)
SWIFT BIC 8/11-Character SWIFT BIC of Correspondent Bank
Intermediary Bank Name of Intermediary Bank (SWIFT 56a)
SWIFT BIC 8/11-Character SWIFT BIC of Intermediary
Bank  ABA # ABA/Routing # or UK Sort Code of
Intermediary Bank (optional)
Account With Institution  Name of Beneficiary’s Bank – usually custodian (SWIFT 57a)
SWIFT BIC 8/11-Character SWIFT BIC of Beneficiary’s
Bank  IBAN IBAN of  Beneficiary’s Bank at Intermediary
Beneficiary Customer Name of Ultimate Beneficiary (Lender) (SWIFT 59a)
Beneficiary Account # Account #/Code of Ult. Beneficiary
Payment Reference
(Remittance Info)
Use Standard Wire Reference Format*:
[Borrower Name]
[Facility Name/Abbr.] [Facility/Deal CUSIP/ISIN]
[Payment Purpose(s)] [Transaction Reference ID]
Special Instructions
Lender’s Payment Instructions:
Please input payment instructions for each respective currency referenced in CURRENCIES AND JURISDICTIONS
FOR MULTICURRENCY TRANSACTIONS INFORMATION section above.  If your respective institution is unable
to fund any of the currencies noted, please notify Administrative Agent immediately.
Bank of America’s Payment Instructions:
USD Payment Instructions:
Pay to:  Bank of America, N.A.
ABA #
New York, NY
Account #:
Attn: Wire Clearing Acct for Syn Loans - LIQ
 Ref:

Foreign Currency Payment Instructions:
Foreign Currency
Payment Instructions.pdf




 








 


Appendix B: Lender’s Organizational Structure and Tax Status:


 


Please refer to the enclosed withholding tax instructions below and
then complete this section accordingly.


 


Lender Taxpayer Identification Number (TIN):    


 


Tax Withholding Form Delivered to Bank of America (circle applicable
one):


 


W-9        W-8BEN       
W-8BEN-E     W-8ECI        W-8EXP      W-8IMY     


 


Tax Contact:            


	First:        	MI:	Last:      




Title:      


Street Address:      


Suite/ Mail Code:      


	City:         	State:      	 
	Postal Code:        	Country:      	 
	Telephone:        	Facsimile:      	 




E-Mail Address:      


SyndTrak E-Mail Address:



 


NON–U.S. LENDER INSTITUTIONS


 


		1.	Corporations:



 


If your institution is organized outside of the United States,
is classified as a Corporation or other non-flow through entity for U.S. federal income tax purposes, and is the beneficial owner of the
interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.)
Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (and a U.S. Tax Compliance
Certificate if applicable)) or Form W-8BEN-E, b.) Form W-8ECI (Certificate of Foreign Person’s Claim that Income is Effectively
Connected with the Conduct of a Trade or Business in the United States), or c.) Form W-8EXP (Certificate of Foreign Government or Other
Foreign Organization for United States Tax Withholding and Reporting).


 


A U.S. taxpayer identification number is required for any
institution submitting a Form W-8 ECI.  It is also required on Form W-8BEN or Form W-8BEN-E for certain institutions claiming the
benefits of a tax treaty with the U.S.  Please refer to the instructions when completing the form applicable to your institution.


 


		2.	Flow-Through Entities



 


If your institution is organized outside the U.S., and is
classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S.
flow-through entity, an original Form  W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S.
branches for United States Tax Withholding and Reporting) must be completed by the intermediary together with a withholding statement. 
Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners.


 


Please refer to the instructions when completing this form


 






     


     


    

 


U.S. LENDER INSTITUTIONS:


 


If your institution is incorporated or organized within
the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification).  


 


Pursuant to the language contained in the tax section
of the Credit Agreement, the applicable tax form for your institution must be completed and returned on or prior to the date on which
your institution becomes a lender under this Credit Agreement.  Failure to provide the proper tax form when requested will subject
your institution to U.S. tax withholding. 


 


*Additional guidance and instructions as to where to submit
this documentation can be found at this link:


 





 






     


     


    

 





EXHIBIT F


 


[Reserved]


 






     


     


    

 


EXHIBIT G-1


 


Form of
U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Banks That Are Not Partnerships For
U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
that certain Term Loan Credit Agreement, dated as of May 27, 2022 (as amended, restated, extended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Waste Management, Inc., a Delaware corporation (the “Borrower”),
Waste Management Holdings, Inc., a wholly owned Subsidiary of the Borrower, as Guarantor, and Bank of America, N.A., as Administrative
Agent (the “Administrative Agent”).


 


Pursuant to the provisions of
§3.1.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it
is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the
Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related
to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable).
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the
Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF BANK]	 
		 
	By:	 	 
	 	Name:		 
	 	Title:		 


 


Date: ________ __, 20[ ]


 






     


     


    

 


EXHIBIT G-2


 


Form of
U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That
Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
that certain Term Loan Credit Agreement, dated as of May 27, 2022 (as amended, restated, extended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Waste Management, Inc., a Delaware corporation (the “Borrower”),
Waste Management Holdings, Inc., a wholly owned Subsidiary of the Borrower, as Guarantor, the Banks from time to time party thereto,
and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”).


 


Pursuant to the provisions of
§3.1.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code,
and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code.


 


The undersigned has furnished
its participating Bank with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Bank in writing, and (2) the undersigned shall have at all times furnished such Bank with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of
the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF PARTICIPANT]	 
		 
	By:	 	 
	 	Name:		 
	 	Title:		 


 


Date: ________ __, 20[ ]


 


 






     


     


    

 


EXHIBIT G-3


 


Form of
U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
that certain Term Loan Credit Agreement, dated as of May 27, 2022 (as amended, restated, extended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Waste Management, Inc., a Delaware corporation (the “Borrower”),
Waste Management Holdings, Inc., a wholly owned Subsidiary of the Borrower, as Guarantor, the Banks from time to time party thereto,
and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”).


 


Pursuant to the provisions of
§3.1.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming
the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied
by an IRS Form W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming
the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform such Bank and (2) the undersigned shall have at all times furnished
such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made
to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF PARTICIPANT]	 
		 
	By:	 	 
	 	Name:		 
	 	Title:		 


 


Date: ________ __, 20[ ]



 






     


     


    

 


EXHIBIT G-4


 


Form of
U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Banks That Are Partnerships For U.S.
Federal Income Tax Purposes)


 


Reference is hereby made to
that certain Term Loan Credit Agreement, dated as of May 27, 2022 (as amended, restated, extended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Waste Management, Inc., a Delaware corporation (the “Borrower”),
Waste Management Holdings, Inc., a wholly owned Subsidiary of the Borrower, as Guarantor, the Banks from time to time party thereto,
and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”).


 


Pursuant to the provisions of
§3.1.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with
respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its
direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners
that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the
undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years
preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF BANK]	 
		 
	By:	 	 
	 	Name:		 
	 	Title:		 


 


Date: ________
__, 20[ ]


 






     


     


    

 


SCHEDULE 1


 


BANKS; COMMITMENTS


 


	Bank	 	Commitment	 	 	Pro Rata Percentage	 
	Bank of America, N.A.	 	$	165,000,000.00	 	 	 	16.500000000	%
	Mizuho Bank, Ltd.	 	$	126,000,000.00	 	 	 	16.500000000	%
	The Bank of Nova Scotia	 	$	126,000,000.00	 	 	 	16.500000000	%
	PNC Bank, National Association	 	$	100,000,000.00	 	 	 	10.000000000	%
	Wells Fargo Bank, National Association	 	$	100,000,000.00	 	 	 	10.000000000	%
	U.S. Bank National Association	 	$	100,000,000.00	 	 	 	10.000000000	%
	Sumitomo Mitsui Banking Corporation	 	$	100,000,000.00	 	 	 	10.000000000	%
	BNP Paribas	 	$	50,000,000.00	 	 	 	5.000000000	%
	Truist Bank	 	$	50,000,000.00	 	 	 	5.000000000	%
	Royal Bank of Canada	 	$	50,000,000.00	 	 	 	5.000000000	%
	Bank of China, New York Branch	 	$	20,000,000.00	 	 	 	2.000000000	%
	First Independence Bank	 	$	6,000,000.00	 	 	 	0.600000000	%
	FWBank, an Illinois banking institution	 	$	3,000,000.00	 	 	 	0.300000000	%
	Unity National Bank of Houston	 	$	3,000,000.00	 	 	 	0.300000000	%
	Texas National Bank	 	$	1,000,000.00	 	 	 	0.100000000	%
	Total	 	$	1,000,000,000.00	 	 	 	100.000000000	%



 






     


     


    

 


SCHEDULE 1.1


 


EXISTING LIENS


 


		1.	Various capital leases and similar purchase-money financings entered into by Subsidiaries of the Company
in the ordinary course of business for equipment and facilities.



 


		2.	The notes payable associated with the investments in federal low-income housing tax credits as described
in (1) Note 8, Income Taxes, and Note 18, Variable Interest Entities, to the Company’s consolidated financial statements
within its Annual Report on Form 10-K for the year ended December 31, 2021 and (2) Note 4, Income Taxes, and Note
12, Variable Interest Entities, to the Company’s condensed consolidated financial statements within its Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2022.



 






     


     


    

 


SCHEDULE 6.7


 


LITIGATION


 


See the disclosure provided in (1) the “Litigation”
and “Environmental Matters” sections of Note 6, Commitments and Contingencies, to the Company’s condensed consolidated
financial statements included within its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022 and (2) the
“Litigation” and “Environmental Matters” sections of Note 10, Commitments and Contingencies, to
the Company’s consolidated financial statements included within its Annual Report on Form 10-K for the fiscal year ended December 31,
2021.


 






     


     


    

 


SCHEDULE 6.15


 


ENVIRONMENTAL COMPLIANCE


 


See the disclosure provided in (1) Note 2,
Landfill and Environmental Remediation Liabilities and the “Environmental Matters” and “Litigation”
sections of Note 6, Commitments and Contingencies, to the Company’s condensed consolidated financial statements included within
its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022 and (2) Note 3, Landfill and Environmental
Remediation Liabilities, and the “Environmental Matters” and “Litigation” sections of Note 10, Commitments
and Contingencies, to the Company’s consolidated financial statements included within its Annual Report on Form 10-K for the
fiscal year ended December 31, 2021.


 






     


     


    

 


SCHEDULE 8.1(a)


 


EXISTING INDEBTEDNESS


 


	Name	 	Principal	 	 	Maturity	 
	Waste Management Holdings senior notes:	 	 	 	 	 	 	 	 
	$450,000,000 due 8/01/26	 	$	223,019,000	 	 	 	8/1/2026	 
	Total WM Holdings senior notes	 	$	223,019,000	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Canadian Senior Notes:	 	 	 	 	 	 	 	 
	$500,000,000 CAD due 9/23/26	 	$	399,840,000	 	 	 	9/23/2026	 
	Total WM Canadian senior notes	 	$	399,840,000	 	 	 	 	 




 


	Tax-exempt bonds:	 	 	 	 	 	 
	Amelia, Virginia due 4/1/27	 	$	26,800,000	 	 	 	4/1/2027	 
	Bucks County due 12/01/22	 	 	25,000,000	 	 	 	12/1/2022	 
	California CPCFA	 	 	35,700,000	 	 	 	11/1/2038	 
	California CPCFA 2015 A-1	 	 	84,430,000	 	 	 	7/1/2025	 
	California CPCFA 2015 A-2	 	 	28,000,000	 	 	 	7/1/2027	 
	California CPCFA 2015 A-3	 	 	28,000,000	 	 	 	7/1/2040	 
	California CPCFA due 12/01/27	 	 	15,000,000	 	 	 	12/1/2027	 
	California CPCFA due 7/01/31	 	 	19,000,000	 	 	 	7/1/2031	 
	California Municipal Finance Authority - 2009A	 	 	30,000,000	 	 	 	2/1/2039	 
	Charles City (Virginia due 2/1/29)	 	 	30,000,000	 	 	 	2/1/2029	 
	Charles City (Virginia)	 	 	10,000,000	 	 	 	8/1/2027	 
	Charles City (Virginia) due 4/1/27	 	 	10,000,000	 	 	 	4/1/2027	 
	City of Granite City Illinois due 5/1/27	 	 	30,320,000	 	 	 	5/1/2027	 
	City of Mobile	 	 	4,175,000	 	 	 	10/1/2038	 
	Cobb County Series 2004B	 	 	10,000,000	 	 	 	4/1/2033	 
	Denton County (TX 2003B)	 	 	10,000,000	 	 	 	5/1/2028	 
	Gilliam County	 	 	15,000,000	 	 	 	7/1/2038	 
	Gilliam County due 08/01/25	 	 	15,900,000	 	 	 	8/1/2025	 
	Gloucester (VA 2003A)	 	 	10,000,000	 	 	 	9/1/2038	 
	Indiana due 10/01/31	 	 	10,000,000	 	 	 	10/1/2031	 
	King George due 6/1/23	 	 	20,000,000	 	 	 	6/1/2023	 
	Maricopa (Arizona) due 12/01/31	 	 	15,580,000	 	 	 	12/1/2031	 
	Massachusetts due 5/1/27	 	 	15,000,000	 	 	 	5/1/2027	 
	Miami Dade County Series 2007	 	 	25,000,000	 	 	 	9/1/2027	 
	Miami Dade County Series 2008	 	 	25,000,000	 	 	 	8/1/2023	 
	Miami Dade County Series 2011	 	 	20,000,000	 	 	 	11/1/2041	 
	Michigan due 8/1/2027	 	 	35,000,000	 	 	 	8/1/2027	 
	Mississippi due 3/1/27	 	 	10,000,000	 	 	 	3/1/2027	 
	Mississippi due 3/1/29	 	 	10,000,000	 	 	 	3/1/2029	 
	Mississippi due 7/1/28	 	 	10,000,000	 	 	 	7/1/2028	 
	Nashville (Tennessee) due 8/01/31	 	 	10,000,000	 	 	 	8/1/2031	 
	New York Series 2012	 	 	25,000,000	 	 	 	5/1/2030	 
	Ohio WDA due 11/1/22	 	 	45,865,000	 	 	 	11/1/2022	 
	Okeechobee Series 2004A	 	 	15,970,000	 	 	 	7/1/2039	 
	Pennsylvania Series 2009	 	 	100,000,000	 	 	 	12/1/2033	 
	Pennsylvania Series 2011	 	 	80,000,000	 	 	 	7/1/2041	 
	Pennsylvania Series 2013	 	 	100,000,000	 	 	 	8/1/2045	 
	South Carolina Series 2003A	 	 	15,000,000	 	 	 	7/1/2024	 
	State of New Hampshire	 	 	15,000,000	 	 	 	8/1/2024	 
	Sussex County	 	 	10,000,000	 	 	 	6/1/2028	 
	SW Illinois due 10/1/2027	 	 	4,700,000	 	 	 	10/1/2027	 
	Tennessee - 2012	 	 	18,000,000	 	 	 	7/2/2035	 
	Washington due 7/1/30	 	 	20,000,000	 	 	 	7/1/2030	 
	Yavapai (Arizona) due 3/1/28	 	 	17,420,000	 	 	 	3/1/2028	 
	Yavapai (Arizona) due 6/1/27	 	 	30,000,000	 	 	 	6/1/2027	 
	   Tax-exempt bonds	 	$	1,139,860,000	 	 	 	 	 



 


	Other debt:	 	 	 	 	 	 	 	 
	Corporate financing leases	 	$	172,305,057	 	 	 	Various	 
	Great Oak Landfill	 	 	15,082,411	 	 	 	7/31/2044	 
	King George Royalty Agreement	 	 	33,868,568	 	 	 	7/1/2027	 
	Low Income Housing Tax Credit investment obligations	 	 	331,027,027	 	 	 	Various	 
	Prairie View Landfill	 	 	31,173,990	 	 	 	12/31/2023	 
	WM Elizabeth Marine Terminal	 	 	36,918,523	 	 	 	8/31/2027	 
	WM Temple	 	 	32,927,772	 	 	 	4/30/2085	 
	El Sobrante	 	 	7,705,083	 	 	 	12/31/2059	 
	Other	 	 	69,616,129	 	 	 	Various	 
	   Other debt	 	$	730,624,560	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Total Existing Indebtedness (a)	 	$	2,493,343,560	 	 	 	 	 




 





(a) Balances are as of March 31, 2022, except where otherwise noted. Excludes indebtedness incurred and scheduled payments made subsequent to March 31, 2022.


 







     


     


    

 


SCHEDULE 22


 


ADMINISTRATIVE AGENT’S OFFICE;


CERTAIN ADDRESSES FOR NOTICES


 


BORROWERS:


 


Waste Management, Inc.


800 Capitol Street, Suite 3000


Houston, Texas 77002


		Attention:	David L. Reed, Vice President and Treasurer






		Telephone:	713-328-7503






		Facsimile:	713-328-7471






		Electronic Mail:	dlreed@wm.com and






GCLegal@wm.com





		Website Address:	www.wm.com



 


ADMINISTRATIVE AGENT:


 


Administrative Agent’s Office


(for advances, payments and Requests for Credit
Extensions):


Bank of America, N.A.


2380 Performance Drive


Building C





		Mail Code:	TX2-984-03-23






		Richardson,	TX 75082






		Attention:	Nora Taylor






		Telephone:	469-201-9149






		Telecopier:	214-290-9673






		Electronic Mail:	nora.j.taylor@bofa.com



 


Remittance Instructions:


 


Bank of America, N.A.


New York, NY


ABA No: 026009593


Account No.: 
1366072250600


Account Name: Wire
Clearing Acct for Syn Loans - LIQ


Reference:  Waste
Management


 


Other Notices as Administrative Agent:


 


Bank of America, N.A.


Agency Management


900 W. Trade Street, 6th Floor


Mail Code: NC1-026-06-03


Charlotte, NC 28255


		Attention:	Melissa Mullis






		Telephone:	980-386-9372






		Telecopier:	704-409-0617






		Electronic Mail:	melissa.mullis@bofa.com



 






     


     


    

 


With copy to:


 


Bank of America, N.A.


110 N. Wacker Drive


Mail Code: IL4-110-14-10


Chicago, IL 60606


		Attention:	Michael Contreras






		Telephone:	312-992-3882






Electronic Mail: michael.contreras@bofa.com